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Full Description
While credit markets remain tight, the capital markets appear to be opening up again. As a result, many international companies will consider accessing the US markets as part of their financing strategy. This option is particularly attractive to non-US companies, which may take advantage of less stringent rules than those applicable to US companies. This practical new title serves as a reference for companies and their lawyers on all matters relating to international private issuers.Accessible and full of practical guidance, it addresses topics including amendments to the US Securities and Exchange Commission (SEC) rules automatically exempting foreign private issuers from SEC registration; new SEC rules making it easier for foreign private issuers to de-register their securities from the SEC and terminate their reporting obligations; acceptance of private issuers' financial statements prepared in accordance with International Financial Reporting Standards without reconciliation to US generally accepted accounting principles; SEC rule changes affecting both the timing and content of annual reports filed by foreign private issuers; and the new SEC release on cross-border tender offers.
The book also features a checklist for due diligence in international securities offerings. This concise and incisive new guidebook will be of interest to all international companies considering accessing the US capital markets; executive officers, boards of directors and corporate counsel at such companies; and investment banks, auditors and other professionals that work with or have an interest in international private issuers.
Contents
Foreword Introduction Regulation of foreign private issuers Becoming subject to US securities regulation Securities and Exchange Commission Public offerings Registration under Securities Act General procedures and disclosure Obligations Pre-filing publicity SEC review Preparation for initial public offerings Simplified registration procedures Listing on national securities exchanges Private placements General Rule 144A offerings Regulation S offshore transactions Resale registrations Disclosure in private placements Periodic reporting requirements Rule 12g3-2(b) exemption Exchange Act reports Sarbanes-Oxley Act Other disclosure issues Delisting and deregistration International disclosure standards International offerings with US participants Determination of US ownership Rights offerings Tender offers Exchange offers Business combinations Information requirements American depositary receipts Definition and characteristics Types of ADR programmes Levels of ADR programmes Legal requirements for ADR programmes Uses of ADR programmes Compensation of US employees Securities litigation risks Background on US legal system Bases for civil liability Exposure of issuers and others Coping with civil liability risks Jurisdiction of US courts Private Securities Litigation Reform Act of 1995 State law risks Bases for criminal liability Defensive actions Appendices List of certain defined terms About the authors Index
