SEC Adopts Changes to Its Rules Permitting Foreign Private Issuers to Deregister and Terminate Periodic Reporting Obligations
|
|
- Randolph Murphy
- 5 years ago
- Views:
Transcription
1 Capital Markets April 5, 2007 SEC Adopts Changes to Its Rules Permitting Foreign Private Issuers to Deregister and Terminate Periodic Reporting Obligations At a meeting on March 21, 2007, the SEC adopted changes to the rules that govern when a foreign private issuer may deregister its securities and terminate reporting obligations under the Securities Exchange Act of 1934 (the Exchange Act ). The new rules as adopted are substantially similar to the reproposed rules published December 12, 2006 ("the reproposal"). The Release containing the new rules, Release No (the "Release"), has been posted to the SEC website and published today in the Federal Register (72 FR 16934). The rules will become effective June 4, See link to the Release below: Background Currently, a foreign private issuer is required to have fewer than 300 U.S. resident holders to be able to terminate its registration and suspend reporting obligations under the Exchange Act. Under this standard, foreign private issuers may find themselves unable to terminate their Exchange Act reporting obligations even when there is relatively little U.S. investor interest. In the interest of continuing to attract foreign private issuers to the U.S. markets and increasing their willingness to register securities under the Exchange Act and the Securities Act of 1933 (the Securities Act ), the SEC has adopted revisions to the current standards. Equity Securities New Benchmark for Measuring U.S. Investor Interest The new benchmark set out in new Rule 12h-6 is based upon trading volume and will apply to any issuer regardless of size. Rule 12h-6 will allow a foreign private issuer to terminate its registration of a class of equity securities and terminate its reporting obligations regarding that class of equity securities permanently if the conditions of the Rule are met. Trading volume benchmark Rule 12h-6: will permit any foreign private issuer (regardless of size) to deregister and terminate its Exchange Act reporting obligations regarding a class of equity securities if during a recent 12 month period the U.S. average daily trading volume ("ADTV") of the subject class of securities has not exceeded 5 percent of the ADTV of that class of securities worldwide, rather than, as in the reproposal, 5 percent of the ADTV in the primary trading market; LNDOCS01/
2 2 will require a foreign private issuer that delists from a U.S. trading market (such as the New York Stock Exchange or Nasdaq) before deregistering to meet the ADTV benchmark at the date of delisting, and, if not met, wait 12 months before it may become eligible to deregister in reliance upon the ADTV benchmark; will require a foreign private issuer that terminates an American Depositary Receipts ( ADR ) facility before deregistering to meet the ADTV benchmark at the date of termination or to wait 12 months before it may become eligible to deregister in reliance upon the ADTV benchmark; the reproposal had required a 12 month waiting period after termination of an ADR facility even if U.S. trading was below the benchmark at the date of termination. In the interest of fairness, the waiting period provisions will not apply to an issuer that delisted or terminated an ADR facility prior to March 21, 2007, the date of adoption of Rule 12h-6. Foreign private issuers required to wait 12 months either because of delisting or because of termination of an ADR facility will still be required to meet the ADTV benchmark at the time of their proposed deregistration and termination of reporting obligations. U.S. ADTV will have to take account of all U.S. trading of the relevant securities, whether occurring on a U.S. securities exchange or over-the-counter, or both. In a change from the reproposal, Rule 12h-6 will also permit an issuer to include off-market transactions when calculating worldwide trading volume so long as the information is reasonably reliable and not duplicative. Convertible debt and other equity-linked securities are excluded from the definition of equity security for the purpose of the trading volume calculations. Rule 12h-6 does not specify specific data sources for determining trading volume. Issuers have the flexibility to use commercial service providers and publicly available sources they reasonably believe to be reliable and nonduplicative. The sources must be disclosed on Form 15F. Other Conditions for Equity Securities In addition to meeting the ADTV benchmark, a foreign private issuer must: have been a reporting company for at least one year, have filed or submitted all required reports for that year and have filed at least one Exchange Act annual report; not have sold securities in a registered offering in the U.S., except for certain offerings, during the preceding 12 months (exempt offerings would be permitted); and have maintained a listing for at least a year in a foreign jurisdiction that, either alone or together with one other foreign jurisdiction, constitutes the primary trading market for the subject class of securities. The primary trading market of a foreign private issuer is defined as the market where at least 55% of the trading in the foreign private issuer s subject class of securities took place in, on or through the facilities of a securities market or markets in a single foreign jurisdiction or in no more than two foreign jurisdictions. If an issuer aggregates the trading of its securities in two foreign jurisdictions for the purpose of Rule 12h-6, the trading market for the issuer s securities in at least one of the two foreign jurisdictions must be larger than the U.S. trading market for the issuer s securities. 12-month dormancy period During the one-year period in which a foreign private issuer may not have sold securities in a registered offering in the United States, the following are nonetheless permitted: sales of registered securities to employees (as "employee" is defined in Form S-8, which includes certain other persons) or by selling shareholders in a non-underwritten offering; issues of registered securities upon the exercise of outstanding rights that have been granted pro rata to all security holders, pursuant to a dividend or
3 3 interest reinvestment plan, or upon the conversion of outstanding convertible securities. A rights issue underwritten on a stand-by basis is permitted if the underwriters only sell any shares taken up outside the United States pursuant to Regulations S. Sales of unregistered securities exempted under the Securities Act are permitted during the dormancy period, including securities sold in Section 4(2) or Regulation D private placements, pursuant to Securities Act Rule 144A, under section 3(a)(10) schemes of arrangement, and pursuant to Securities Act Rules 801 and 802, which provide cross-border relief for certain rights offers and business combinations. Record Holder Provision: Debt or Equity A foreign private issuer will be eligible to terminate its reporting obligations regarding a class of debt securities or equity securities under Rule 12h-6 if it meets the following conditions (in the case of equity securities, these are in addition to Rule 12h-6 s other conditions with respect to equity, aside from trading volume): the issuer has filed or furnished all required Exchange Act reports, including at least one annual report; and the class of debt or equity securities is either held of record by less than 300 persons on a worldwide basis or less than 300 persons resident in the United States. The purpose of retaining the 300 record holder test for equity as an alternative to the trading volume benchmark is, the Release states, so that an issuer who cannot satisfy the trading volume benchmark but can meet the existing 300 holder standard is not worse off under the new rules. Counting U.S. Resident Holders To make it easier for a foreign private issuer to determine whether the number of U.S. resident equity or debt securities holders meets the threshold under the record holder test, a foreign private issuer will be permitted, as under the reproposal, to limit its inquiry regarding the amount of securities represented by accounts of customers resident in the United States to brokers, dealers, banks and other nominees located in: the United States; the foreign private issuer s jurisdiction of incorporation; and if different, the jurisdiction(s) of the foreign private issuer s primary trading market. If after reasonable inquiry, the issuer is unable without unreasonable effort to obtain information about underlying customers, the issuer may assume customers are resident in the jurisdiction where the nominee has its principal place of business. However, this presumption does not appear to help in counting the number of customers. The rule explicitly permits foreign private issuers to rely in good faith on the assistance of independent information service providers that in the regular course of their business assist issuers in determining the number of, and collecting other information concerning, their security holders. Extension of Rule 12h-6 to issuers who previously deregistered or suspended reporting obligations A foreign private issuer that has terminated registration or suspended its reporting obligations under the current rules and before the effective date of Rule 12h-6 may obtain the benefits of permanent termination under Rule 12h-6 by filing a Form 15F as long as the issuer satisfies Rule 12h-6 s primary trading market listing condition for a class of equity securities and satisfies the trading volume benchmark or alternate record holder provisions at the time of filing the Form 15F. In a change from the reproposal, such an issuer can equally rely on the trading volume benchmark rather than having to recount under the record holder test to be eligible to file a Form 15F.
4 4 Successor Registrants A foreign private issuer that succeeds to the reporting obligations of another company following a merger, acquisition or similar transaction can take into account the reporting history of the predecessor company in determining whether it meets the prior reporting condition for termination of registration and reporting obligations under Rule 12h-6. The successor reporting provision permits a non-reporting foreign private issuer acquiring a reporting foreign private issuer in a transaction exempt under the Securities Act, for instance under cross-border relief or in a Section 3(a)(10) scheme of arrangement, to qualify immediately for termination of registration and reporting obligations, so long as the successor meets the listing, dormancy and trading benchmark conditions and the acquired company meets the prior reporting condition. However, if a non-reporting acquiror undertakes a registered transaction, for instance on an F-4 registration statement, then it will have triggered its own reporting obligations and would have to meet the 12 month and one annual report condition before exiting. Required Certification on Form 15F Rule 12h-6 requires an issuer to file a certification on Form 15F with the SEC stating that it meets the conditions for terminating its Exchange Act registration and reporting obligations. It also requires the provision of specified supporting information. The filing of a Form 15F will automatically suspend an issuer s reporting duties. If the SEC has not objected, the suspension would become a permanent termination 90 days after the filing of the form. While there is no continuing obligation on an issuer to make further inquiries after filing the Form 15F, the issuer is required to withdraw the Form 15F if it has actual knowledge of information that causes it reasonably to believe that at the date of filing the Form 15F the trading volume or record holder information that was the basis of the filing was incorrect. Public Notice As a condition to termination of reporting under Rule 12h-6, an issuer (except for prior Form 15 filers), must publish on or before filing the Form 15 F a notice in the United States disclosing its intention to terminate reporting obligations. The notice, such as a press release, must be published through a means reasonably designed to provide broad dissemination of information to the public in the United States. It must also be submitted to the SEC under Form 6-K at or before filing the Form 15F or as an exhibit to the Form 15F. Changes to Rule 12g3-2(b) The SEC also adopted rule changes that would permit a foreign private issuer to claim the Rule 12g3-2(b) exemption with respect to a class of equity securities whose registration or reporting obligations are terminated: immediately upon termination of its registration or reporting obligations under Rule 12h-6, rather than having to satisfy the current waiting requirement; and upon the condition that the issuer publish in English its home country material required by Rule 12g3-2(b) on its Internet website or through an electronic information delivery system that is generally available to the public in the issuer s primary trading market. Under current rules, when a foreign private issuer has 300 or more U.S. resident holders of a class of equity securities, it must either register that class under the Exchange Act or be exempt from registration under Rule 12g3-2(b). The immediate availability of Rule 12g3-2(b) will therefore permit deregistration and termination of reporting obligations by foreign private issuers having more than 300 U.S. resident holders of the relevant class. This change is also consistent with deregistration and termination of reporting obligations being permanent under Rule 12h-6 unless the issuer takes further registrable activity. Registration requirements can no longer re-emerge simply because an issuer goes over 300 U.S. resident
5 5 holders after deregistration and termination of reporting obligations. Further, a non-reporting issuer that has received or will receive a Rule 12g3-2(b) exemption upon application to the SEC, and not pursuant to Rule 12h-6, may publish in English its required ongoing home country documents on its Internet website or through an electronic information system in its primary trading market rather than submitting the materials in paper to the SEC, as is currently required. The initial application under Rule 12g3-2(b) will still be required to be in paper. Options The Release for the first time in the history of the proposal and reproposal of the new rules recognizes that outstanding options may pose issues for certain issuers wishing to deregister. The Release states "After the effectiveness of the Form 15F, a foreign private issuer would be able to rely on Rule 701 with respect to unsold securities that had previously been covered by the Form S-8 registration statement." Rule 701 permits unregistered issuers to issue options and other equity based compensation to U.S. employees within certain limits, which are measured on the date of grant. The statement in the Release, while permitting the use of Rule 701 for unsold securities, e.g. shares to be issued upon the exercise of outstanding options, does not specify how Rule 701 is to be applied. One method of application would be to apply its limits retroactively to the year of grant. In some cases, options may need to be cash settled. A technical question arises under the revisions to Rule 12g3-2(b) as to whether registration would be triggered were an issuer to have 300 or more U.S. resident holders of options, which is considered a separate class of equity security, upon deregistration of the underlying shares. Issuers with over 300 U.S. resident option holders may not be able to take advantage of the new deregistration rules. This memorandum is intended only as a general discussion of these issues. It should not be regarded as legal advice. We would be pleased to provide additional details or advice about specific situations if desired. For more information on the topics covered in this issue, please contact: Beijing Lee Edwards Alan D. Seem Düsseldorf Hans Diekmann Frankfurt Stephan Hutter Hong Kong Matthew D. Bersani London James M. Bartos David J. Beveridge Pamela M. Gibson Bonnie Greaves Ward McKimm Richard J. B. Price Menlo Park James B. Bucher New York Robert Evans III Stephen T. Giove Antonia E. Stolper Paris Manuel A. Orillac Sami L. Toutounji Robert C. Treuhold Rome Michael S. Bosco Robert Ellison San Francisco Mark K. Hyland John D. Wilson São Paulo Richard S. Aldrich, Jr. Andrew B. Jánszky Singapore Gail Ong Tokyo Masahisa Ikeda Toronto Christopher J. Cummings Jason R. Lehner Washington, D.C. Abigail Arms LEXINGTON AVENUE NEW YORK NY Shearman & Sterling LLP. As used herein, Shearman & Sterling refers to Shearman & Sterling LLP, a limited liability partnership organized under the laws of the State of Delaware.
Capital Markets September 25, 2008
Capital Markets September 25, 2008 SEC Shortens the Form 20-F Filing Deadline from Six Months to Four Months after Fiscal Year-End and Adopts Amendments to Disclosure Requirements for Foreign Issuers On
More informationSEC Adopts Final Rules Relating to Internal Control Reports
Client Publication June 19, 2003 SEC Adopts Final Rules Relating to Internal Control Reports The Securities and Exchange Commission (the SEC ) has adopted final rules under Section 404 of the Sarbanes-Oxley
More informationSEC Adopts New Rules under which Foreign Private Issuers Can Cease to be SEC Reporting Companies
March 30, 2007 SEC Adopts New Rules under which Foreign Private Issuers Can Cease to be SEC Reporting Companies Foreign private issuers that find the cost of SEC registration outweighs the benefits of
More informationSEC Proposes New Rules for Foreign Private Issuers to Deregister under the U.S. Securities Exchange Act of 1934
January 11, 2006 SEC Proposes New Rules for Foreign Private Issuers to Deregister under the U.S. Securities Exchange Act of 1934 The SEC has proposed new rules regarding the termination of a foreign private
More informationClient Alert. The SEC Facilitates Foreign Private Issuer Deregistration Under the Exchange Act. Deregistering Equity Securities
Number 588 11 April 2007 Client Alert Latham & Watkins Corporate Department The SEC Facilitates Foreign Private Issuer Deregistration Under the Exchange Act Rule 12h 6 will come into force on June 4, 2007,
More information[RELEASE NO ; INTERNATIONAL SERIES RELEASE NO. 1301;
SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 200, 232, 240 and 249 [RELEASE NO. 34-55540; INTERNATIONAL SERIES RELEASE NO. 1301; FILE NO. S7-12-05] RIN 3235-AJ38 TERMINATION OF A FOREIGN PRIVATE ISSUER'S
More informationSEC PROPOSES AMENDMENTS TO RULE 12G3-2(B) EXEMPTION AND ENHANCEMENTS TO FOREIGN PRIVATE ISSUER REPORTING OBLIGATIONS
CLIENT MEMORANDUM SEC PROPOSES AMENDMENTS TO RULE 12G3-2(B) EXEMPTION AND ENHANCEMENTS TO FOREIGN PRIVATE ISSUER REPORTING OBLIGATIONS In February 2008, the United States Securities and Exchange Commission
More informationSEC ADOPTS AMENDMENTS TO RULE 12G3-2(B) EXEMPTION AND ENHANCEMENTS TO FOREIGN PRIVATE ISSUER REPORTING OBLIGATIONS
CLIENT MEMORANDUM SEC ADOPTS AMENDMENTS TO RULE 12G3-2(B) EXEMPTION AND ENHANCEMENTS TO FOREIGN PRIVATE ISSUER REPORTING OBLIGATIONS The United States Securities and Exchange Commission (the SEC ) recently
More informationU.S. issuer to delist and deregister under the Exchange Act with a focus on issuers that choose to leave the system voluntarily.
Non-U.S. Issuers Best Approaches to Delisting and Exiting the U.S. Reporting System through Deregistration under the U.S. Securities Exchange Act of 1934 Introduction Non-U.S. issuers may have compelling
More informationDate: October 2009 Interested Persons Rule 12g3-2(b): The Foreign Private Issuer Exemption
New York Menlo Park Washington DC London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP Izumi Garden Tower 33F 1-6-1 Roppongi Minato-ku, Tokyo 106-6033 (03) 5561 4421 tel (03) 5561 4425
More informationForeign Private Issuer Exemption from SEC Registration
SEC Proposes to Amend the Rule 12g3-2(b) Exemption SUMMARY On February 25, 2008, the Securities and Exchange Commission published proposed amendments to Rule 12g3-2(b), which provides an exemption from
More informationSEC Modifies Regime Governing Cross-Border Business Combinations and other Similar Transactions
October 2008 SEC Modifies Regime Governing Cross-Border Business Combinations and other Similar Transactions The SEC has revised the rules governing cross-border tender offers, exchange offers, rights
More informationDelisting from a U.S. Stock Exchange and Deregistration under Section 12(b) of the Exchange Act
Going Dark The Simple Path to Exiting the U.S. Public Company Reporting System Delisting and Deregistration under the U.S. Securities Exchange Act of 1934 by Ted Farris INTRODUCTION There is a significant
More informationOffering Securities in the Kingdom of Saudi Arabia
Offering Securities in the Kingdom of Saudi Arabia AUGUST 2018 IN THIS ISSUE: Background Legal Framework What Does Constitute Offering Securities? Types of Offers of Securities Exempt Offer Private Placement
More informationUS Securities and NYSE Regulation A Compliance Manual for Non-US Companies. September 2014
US Securities and NYSE Regulation A Compliance Manual for Non-US Companies September 2014 US Securities and NYSE Regulation A Compliance Manual for Non-US Companies As a result of registration of ordinary
More informationCross-Border Business Combination Transactions
Cross-Border Business Combination Transactions SEC Proposes to Amend Rules on Cross-Border Tender Offers, Business Combinations and Rights Offerings SUMMARY On May 6, 2008, the U.S. Securities and Exchange
More informationHong Kong Listings of U.S. Companies. Alan Seem and Robert Treuhold June 2015
Hong Kong Listings of U.S. Companies Alan Seem and Robert Treuhold June 2015 Advantages of an Overseas Listing Growing trend - Only 2 U.S. companies listed abroad from 1991 to 1999, compared to 75 from
More informationSEC Proposes Amendments to Rule 12g3-2(b) and Foreign Issuer Reporting Requirements
SEC Proposes Amendments to Rule 12g3-2(b) and Foreign Issuer Reporting Requirements April 1, 2008 On February 19, 2008, the U.S. Securities and Exchange Commission proposed amendments to Rule 12g3-2(b)
More informationSummary of the SEC s Newly Adopted Amendments
September 2, 2008 The SEC Adopts Amendments to Foreign Private Issuer Registration and Disclosure Requirements, Including Those Relating to Cross-Border Mergers, Tender and Exchange Offers and Rights Offerings
More informationSHEARMAN & STERLING LLP
JUNE 2004 SHEARMAN & STERLING LLP REVIEW OF U.S. SECURITIES COMPLIANCE REGIME FOR SHARE SCHEMES OF FOREIGN PRIVATE ISSUERS As you may already be aware, under the U.S. Securities Act of 1933, as amended
More informationClient Alert Latham & Watkins Corporate Department
Number 711 June 10, 2008 Client Alert Latham & Watkins Corporate Department On balance, the proposals are evolutionary and not revolutionary and, therefore, do not signal a major shift or fundamental new
More information15, avenue Matignon Paris
15, avenue Matignon 75008 Paris 01 56 59 36 00 Date: January 9, 2006 To: From: Re: Interested Persons Davis Polk & Wardwell Exiting the US Capital Markets The SEC s Proposed Rules on Deregistration for
More informationNew Exchange Act Registration Thresholds under Jumpstart Our Business Startups (JOBS) Act. April 2012
New Exchange Act Registration Thresholds under Jumpstart Our Business Startups (JOBS) Act April 2012 2012 Morrison & Foerster LLP All Rights Reserved mofo.com Background Titles V and VI of the Jumpstart
More informationSEC Proposes Mandatory Credit Ratings Disclosure
Capital Markets December 2, 2009 SEC Proposes Mandatory Credit Ratings Disclosure The U.S. Securities and Exchange Commission ( SEC ) proposed new rules that would require issuers to make disclosures about
More informationSEC Release Nos ; (September 19, 2008) (the Release ). 2
SEC Adopts Revisions to the Cross-Border Tender Offer, Exchange Offer and Business Combination Rules and Beneficial Ownership Reporting Rules for Certain Foreign Institutions New York November 3, 2008
More informationNew York May 22, SEC Release No (May 6, 2008) (the Release ). 2
SEC Proposes Revisions to the Cross-Border Tender Offer, Exchange Offer and Business Combination Rules and Beneficial Ownership Reporting Rules for Certain Foreign Institutions New York May 22, 2008 On
More informationCLIENT PUBLICATION CAPITAL MARKETS
CAPITAL MARKETS CLIENT PUBLICATION July 29 2010... The Dodd-Frank Act: New Disclosure Requirements for Reporting Issuers Engaged in Extractive Enterprises or Using Conflict Minerals... On July 21, 2010,
More informationMiFID II for Non-EU Investment Banks, Brokers and Fund Managers
MiFID II for Non-EU Investment Banks, Brokers and Fund Managers Thomas Donegan, Barney Reynolds, Russell Sacks and Nathan Greene Partners, Shearman & Sterling LLP October 10, 2017 What is MiFID II? EU
More informationSEC Adopts New Rules Regarding Foreign Private Issuer Disclosure and Registration Requirements
HOME E-MAIL THIS PAGE JAPANESE WEB SITE Alert > Corporate Securities SEC Adopts New Rules Regarding Foreign Private Issuer Disclosure and Registration Requirements October 3, 2008 The SEC recently adopted
More informationProposed Revisions to SEC Cross Border Tender Offer, Exchange Offer and Business Combination Rules
corporate & securities update Proposed Revisions to SEC Cross Border Tender Offer, Exchange Offer and Business Combination Rules June 17, 2008 The U.S. Securities and Exchange Commission (the SEC ) recently
More informationA Series of Fortunate Events
Number 973 18 January 2010 Client Alert Latham & Watkins Corporate Department Changes in Regulation of Derivatives and Repo Transactions in Russia The Amendments almost by accident spawned a more general
More informationNuclear New Build: Risk and Finance
Nuclear New Build: Risk and Finance George Borovas May 2016 Contents Shearman & Sterling s Global Nuclear Group 3 A Changing Industry 4 Nuclear Project Risks from Lenders Perspectives 5 Nuclear Finance
More informationOpportunity Zones: A Preliminary Examination
Opportunity Zones: A Preliminary Examination MAY 2018 The Tax Cuts and Jobs Act of 2017 (the Act ) made significant changes to U.S. federal tax law. One of these changes was the establishment of a new
More informationCorporate & Securities update
Corporate & Securities update SEC Adopts Final Rules Affecting Cross-Border Tender Offers, Exchange Offers, Rights Offerings and Business Combination Rules October 15, 2008 On September 19, 2008, the U.S.
More informationChallenges in Mutual Fund Liquidity Risk Management WEBINAR 13 TH JUNE PM EST
Challenges in Mutual Fund Liquidity Risk Management WEBINAR 13 TH JUNE 2017 4PM EST Agenda Introduction Ian Blance Managing Director, Voltaire Advisors 2 1610 1620 New SEC Liquidity Rules: Next Steps and
More informationFinal NYSE Rules Regarding Shareholder Approval of Equity Compensation Plans
Client Publication June 25, 2003 Final NYSE Rules Regarding Shareholder Approval of Equity Compensation Plans Over the course of the last several months, the New York Stock Exchange (the NYSE ) and the
More informationLatham & Watkins Corporate Department
Number 1069 August 5, 2010 Client Alert Latham & Watkins Corporate Department New FINRA Rule 5141 to Replace Current Papilsky Rules Relating to the Sale of Securities in Fixed Price Offerings However,
More informationSEC PROPOSES RULES ON INSIDER TRADING DURING PENSION PLAN BLACKOUT PERIODS
CLIENT MEMORANDUM SEC PROPOSES RULES ON INSIDER TRADING DURING PENSION PLAN BLACKOUT PERIODS The Securities and Exchange Commission ( SEC ) recently proposed rules 1 clarifying the application of Section
More informationSEC S PROPOSED RULE REQUIRING EDGAR FILINGS BY FOREIGN ISSUERS
SEC S PROPOSED RULE REQUIRING EDGAR FILINGS BY FOREIGN ISSUERS SIMPSON THACHER & BARTLETT LLP OCTOBER 5, 2001 SUMMARY On September 27, 2001, the United States Securities and Exchange Commission (the SEC
More informationUNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 15F. Cencosud S.A. (Exact name of registrant as specified in its charter)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
More informationClient Alert. SEC Staff Provides New Guidance Regarding the Rule 15a-6 Registration Exemption for Foreign Broker-Dealers.
Number 1495 April 8, 2013 Client Alert Latham & Watkins Corporate Department SEC Staff Provides New Guidance Regarding the Rule 15a-6 Registration Exemption for Foreign Broker-Dealers The FAQs provide
More informationSEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES. Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016
SEC PROPOSES LIQUIDITY RISK- MANAGEMENT RULES Christopher D. Menconi, Sean Graber, Beau Yanoshik, David W. Freese January 20, 2016 2015 Morgan, Lewis & Bockius LLP Overview Introduction Liquidity Risk
More informationThe SEC recently published the final rules amending Rule 144 and Rule
, Arps, Slate, Meagher & Flom LLP & Affiliates December 14, 2007 SEC Adopts Significant Changes to Rule 144 and Rule 145 and Creates Compensatory Employee Stock Option Exemptions Overview The SEC recently
More informationStructuring Incremental Loan Facilities: Key Terms, Most Favored Nation Provisions and Incremental Equivalent Agreements
Presenting a live 90-minute webinar with interactive Q&A Structuring Incremental Loan Facilities: Key Terms, Most Favored Nation Provisions and Incremental Equivalent Agreements Lender and Borrower Perspectives
More informationSEC Proposes Amendments to Rule 10b-18 and Announces New Rules Governing Disclosure of Issuer Repurches of Their Equity Securities
January 3, 2003 SEC Proposes Amendments to Rule 10b-18 and Announces New Rules Governing Disclosure of Issuer Repurches of Their Equity Securities The SEC has proposed amendments to Rule 10b-18 under the
More informationEU Council Adopts Revised Nuclear Safety Directive
GLOBAL NUCLEAR GROUP CLIENT PUBLICATION 14 August 2014 EU Council Adopts Revised Nuclear Safety Directive If you wish to receive more information on the topics covered in this publication, you may contact
More informationClient Alert. CFTC Publishes Guidance on Expansive New CPO and CTA Regulations
Number 1385 August 20, 2012 Client Alert Latham & Watkins Corporate Department The CPO-CTA Q&A attempts to clarify many of the issues that have been raised [in relation to several new expansive regulations],
More informationSEC Proposes New Limits on Funds Use of Derivatives
December 2015 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Derivatives & Structured Products Global Government Solutions SEC Proposes New Limits on Funds Use of Derivatives
More informationJoining the Crowd: SEC Adopts Final Crowdfunding Regulations - Part I
November 2015 Practice Groups: Investment Management, Hedge Funds and Alternative Investments Broker-Dealer Capital Markets Corporate/M&A Emergining Growth and Venture Capital FinTech Global Government
More informationHouse and Senate Pass NOL Carryback Legislation
House and Senate Pass NOL Carryback Legislation Revenue Provisions of the Worker, Homeownership, and Business Assistance Act of 2009 Include Five-Year Carryback of Net Operating Losses, an Extension and
More informationOn June 22, 2011, the Securities and Exchange Commission (the SEC ) adopted
November 4, 2011 Venture Capital Fund Adviser Exemption If you have any questions regarding the matters discussed in this memorandum, please contact the following attorneys or call your regular Skadden
More informationSEC Continues to Provide Guidance on JOBS Act
June 22, 2012 SEC Continues to Provide Guidance on JOBS Act The Jumpstart Our Business Startups Act (the JOBS Act ) became law on April 5, 2012, implementing sweeping changes to the rules governing IPOs
More informationProposed Rules Under the Investment Advisers Act
Proposed Rules Under the Investment Advisers Act SEC Proposes Rules to Implement Dodd-Frank Act Registration Requirements for Advisers to Private Funds; Registration Exemptions for Venture Capital Funds,
More informationATTORNEY ADVERTISING. PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME.
Corporate SEC Client Alert May 16, 2008 Securities and Exchange Commission Proposes Revisions to the Cross-Border Tender Offer, Exchange Offer, and Business Combination Rules by William L. Tolbert, Jr.
More informationSEC Exemptive Relief in Connection with Effective Date of Title VII of Dodd-Frank
SEC Exemptive Relief in Connection with Effective Date of Title VII of Dodd-Frank SEC Issues Interim Final Rules and Order to Provide Relief from Certain Provisions That Would Be Effective on July 16,
More informationThe Final SEC Rule on Political Contributions by Investment Advisers
The Final SEC Rule on Political Contributions by Investment Advisers July 29, 2010 INTRODUCTION On June 30, 2010, the U.S. Securities and Exchange Commission (the SEC ) approved Rule 206(4)-5 (the Rule
More informationUpdate on Third Country Equivalence Under EMIR
CLIENT PUBLICATION FINANCIAL INSTITUTIONS ADVISORY & FINANCIAL REGULATORY 18 November 2015 Update on Third Country Equivalence Under EMIR The European Commission has adopted equivalence decisions on the
More informationPrepared by the Investment Management Practice Group
To maintain momentum StayCurrent. November 2003 SEC Approves New Hot Issue Rule for Equity IPOs Prepared by the Investment Management Practice Group The Securities and Exchange Commission (the Commission
More informationProposed Roadmap For IFRS Adoption
SEC Proposes a Roadmap that Could Lead to Mandatory Use of IFRS by U.S. Issuers Beginning in 2014-2016; Also Proposes Rules Permitting Early Use of IFRS by Certain U.S. Issuers SUMMARY The SEC has published
More informationIRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation
IRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation Notice 2018-68 Provides Guidance on the Application of the
More informationSEC Issues Frequently Asked Questions Regarding Rule 10b-18 (the Share Repurchase Safe Harbor)
T O O U R F R I E N D S A N D C L I E N T S June 4, 2004 SEC Issues Frequently Asked Questions Regarding Rule 10b-18 (the Share Repurchase Safe Harbor) In November 2003 the SEC significantly revised Rule
More informationFinal Regulations Adopt Most Proposed Regulations
Number 591 April 16, 2007 Client Alert Latham & Watkins Tax Department Final Regulations under Section 409A Important Issues for Stock Options and Other Stock Rights In general, the final regulations under
More informationRegulations 14D and 14E
Regulations 14D and 14E TENDER OFFERS Under the Securities Exchange Act of 1934 A Red Box Õ Service Publication Print Date: March 15, 2013 This publication is designed to provide accurate and authoritative
More informationLatham & Watkins Corporate Department
Number 1260 November 22, 2011 Client Alert Latham & Watkins Corporate Department The Limits of Control: Private Funds and the Large Trader Rule... investment advisers to private funds should consider updating
More informationSEC Adopts Amendments to Rules 144 and 145
December 12, 2007 SEC Adopts Amendments to Rules 144 and 145 The SEC has adopted significant amendments to Rules 144 and 145. In brief, the amendments do the following: reduce the holding period for resales
More informationProposed Dodd-Frank Section 943 Rules
SEC Proposes Disclosure Requirements Regarding Representations and Warranties in Asset-Backed Securities Offerings SUMMARY On October 4, 2010, the Securities and Exchange Commission proposed rules pursuant
More informationCorporate Finance Alert
Corporate Finance Alert Skadden, Arps, Slate, Meagher & Flom LLP October 14, 2013 If you have any questions regarding the matters discussed in this memorandum, please contact one of the attorneys listed
More informationSEC ADOPTS SHORT SALE PRICE TEST
CLIENT MEMORANDUM SEC ADOPTS SHORT SALE PRICE TEST Reversing in part its July 2007 elimination of short sale price test restrictions, the Securities and Exchange Commission (the SEC ) has adopted Rule
More informationInvestment Advisers and Funds New Treasury Report Form for Foreign Claims and Liabilities
February 2014 Practice Groups: Investment Management Hedge Funds and Venture Funds Investment Advisers and Funds New Treasury Report Form for Foreign Claims and Liabilities By Clifford J. Alexander and
More informationCorporate Finance Alert
Corporate Finance Alert Skadden, Arps, Slate, Meagher & Flom LLP April 2014 If you have any questions regarding the matters discussed in this memorandum, please contact one of the attorneys listed on page
More informationSEC STAFF ISSUES NO-ACTION LETTER AND IRS ISSUES NOTICE RELATING TO NEW TYPE OF CLOSED-END FUND PREFERRED STOCK
CLIENT MEMORANDUM SEC STAFF ISSUES NO-ACTION LETTER AND IRS ISSUES NOTICE RELATING TO NEW TYPE OF CLOSED-END FUND PREFERRED STOCK In a letter issued to Eaton Vance Management dated June 13, 2008, 1 the
More informationSULLIVAN & CROMWELL LLP
SULLIVAN & CROMWELL LLP August 3, 2005 M EMORANDUM Re: Executive Summary: SEC Adopts Landmark Reforms to the Registered Securities Offering Process The SEC has unanimously adopted new rules and amendments
More informationSEC Approves Amendments to Rule 15c2-12
Number 1039 June 8, 2010 Client Alert Latham & Watkins Tax Department SEC Approves Amendments to Rule 15c2-12 For issuers or obligated parties with any currently outstanding municipal securities, including
More informationSARBANES-OXLEY ACT OF 2002: Special Considerations for Reporting Issuers that Use MJDS
Client Publication September 2002 SARBANES-OXLEY ACT OF 2002: Special Considerations for Reporting Issuers that Use MJDS The Sarbanes-Oxley Act of 2002 (the Act ) makes important changes to the laws governing
More informationSEC Proposes Rule Regarding Communications Involving Security- Based Swaps Entered Into Solely by Eligible Contract Participants
SEC Proposes Rule Regarding Communications Involving Security- Based Swaps Entered Into Solely by Eligible Contract Participants SUMMARY On September 8, 2014, the Securities and Exchange Commission proposed
More informationRule 155 Creates Safe Harbors for Two Common Integration Situations
NUMBER 143 FROM THE LATHAM & WATKINS CORPORATE DEPARTMENT BULLETIN NO. 143 MARCH 30, 2001 Rule 155 Creates Safe Harbors for Two Common Integration Situations The SEC adopted Rule 155 (Release No. 33-7943)
More informationCross Border Recognition of Bail-in and Overview on Recent Bail-in Case Studies. FinSAC Workshop on Bail-in and MREL
Cross Border Recognition of Bail-in and Overview on Recent Bail-in Case Studies FinSAC Workshop on Bail-in and MREL Kolja Stehl, Counsel, Shearman & Sterling LLP 12-13 December 2016 Contents 1. Consensual
More informationProposed Dodd-Frank Section 945 Rules
SEC Proposes Requirements Regarding Review of Assets Underlying Asset-Backed Securities Offerings and Disclosure of Findings and Conclusions SUMMARY On October 13, 2010, the Securities and Exchange Commission
More informationDavis Polk & Wardwell
Davis Polk & Wardwell Memorandum for: Interested Persons 450 Lexington Avenue New York, N.Y. 10017 212 450 4000 Re: NASD Shelf Proposal December 15, 2004 The NASD s new shelf proposal has been published
More informationFINRA GUIDANCE ON RECENT AMENDMENTS TO FINRA RULES RELATING TO SEC REGULATION M
CLIENT MEMORANDUM FINRA GUIDANCE ON RECENT AMENDMENTS TO FINRA RULES RELATING TO SEC REGULATION M The Financial Industry Regulatory Authority, Inc. ( FINRA ) recently issued its Regulatory Notice 08-74,
More informationPROSPECTUS AMENDED AND RESTATED DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
PROSPECTUS AMENDED AND RESTATED DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN Our Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan (amending and supplementing our 2003 Dividend
More informationSEC Shortens Rule 144 Holding Periods and Loosens Restrictions on Resales of Privately Placed Securities
T M O O U R F R I E N D S A N D C L I E N T S e m o r a n d u m December 28, 2007 www.friedfrank.com SEC Shortens Rule 144 Holding Periods and Loosens Restrictions on Resales of Privately Placed Securities
More informationCOBRADesk Same Day Clearance
FINRA Announces Optional Procedure for Same Day Clearance of Shelf Filings under Rule 5110 SUMMARY The FINRA Corporate Financing Department has created a Same Day Clearance Option that allows issuers and
More informationU.S. SECURITIES LAW ISSUES RAISED BY ACQUISITIONS BY NON-U.S. COMPANIES OF COMPANIES WITH U.S. SHAREHOLDERS
P A U L, W E I S S, R I F K I N D, W H A R T O N & G A R R I S O N U.S. SECURITIES LAW ISSUES RAISED BY ACQUISITIONS BY NON-U.S. COMPANIES OF COMPANIES WITH U.S. SHAREHOLDERS MARK S. BERGMAN SEPTEMBER
More informationU.S. Securities Law Briefing. SEC Raises Exchange Act Registration, Termination and Suspension Thresholds to Conform with JOBS Act and FAST Act
May 2016 U.S. Securities Law Briefing. SEC Raises Exchange Act Registration, Termination and Suspension Thresholds to Conform with JOBS Act and FAST Act Yesterday, the U.S. Securities and Exchange Commission
More informationSEC Proposes Securities Offering and Disclosure Reforms for Business Development Companies and Registered Closed-End Funds
SEC Proposes Securities Offering and Disclosure Reforms for Business Development Companies and Registered Closed-End SEC Proposes an Overhaul of the Registration, Offering and Communications Processes
More informationRegulated Investment Companies
IRS Extends Guidance on Stock Distributions to Publicly-Traded SUMMARY On January 7, 2009, the Internal Revenue Service issued Revenue Procedure 2009-15 which extends to publicly-traded regulated investment
More informationSEC Lifts Ban on General Solicitation by Private Funds
Alert Corporate & Securities If you have questions or would like additional information on the material covered in this Alert, please contact one of the authors: Thao H. Ngo Partner, San Francisco +1 415
More informationSEC ISSUES DERIVATIVES CONCEPT RELEASE SIGNIFICANT CHANGES MAY BE IN STORE FOR REGISTERED FUNDS
CLIENT MEMORANDUM SEC ISSUES DERIVATIVES CONCEPT RELEASE SIGNIFICANT CHANGES MAY BE IN STORE FOR REGISTERED FUNDS The Securities and Exchange Commission issued a concept release on August 31 with respect
More informationDerivatives Under the New Italian Takeover Bids Regulation
Number 1231 6 September 2011 Client Alert Latham & Watkins Corporate Department Derivatives Under the New Italian Takeover Bids Regulation Under the new CONSOB regulation on takeover bids, derivatives
More informationKey issues. Client memorandum. February CFTC Exemptions 1
CFTC Exemptions 1 Client memorandum February 2012 CFTC Significantly Limits the Exemption from Commodity Pool Operator Registration for Registered Investment Advisers and Rescinds the Registration Exemptions
More informationNew Listing Rules of the Moscow Exchange come into force
New Listing Rules of the Moscow Exchange come into force 1 Briefing note May 2014 New Listing Rules of the Moscow Exchange come into force On 9 June 2014, a new version of the listing rules (the "New Listing
More informationLEAP WIRELESS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter)
Page 1 of 7 8-K 1 body.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of
More informationThere are three situations in which a non-us company is required to register with the US Securities and Exchange Commission (SEC):
FLOWCHART GUIDE Company size and SEC registration Sandra Folsom KINSEY explains how non-us companies can avoid triggering an unintended obligation to register with the SEC. There are three situations in
More informationClient Alert. CFTC Issues Proposals on the Extraterritorial Application of US Swaps Regulations. Overview
Number 1359 July 6, 2012 Client Alert Latham & Watkins Corporate Department CFTC Issues Proposals on the Extraterritorial Application of US Swaps Regulations The Releases set forth a complex and intertwined
More informationThis memorandum provides a general overview of the new rules, rule amendments
Implementing Amendments to the Investment Advisers Act of 1940 November 4, 2011 If you have any questions regarding the matters discussed in this memorandum, please contact the following attorneys or call
More informationClient Alert. Amendments to the Prospectus and Transparency Directives. Summary of Key Changes
Number 1121 18 January 2011 Client Alert Latham & Watkins Finance Department Amendments to the Prospectus and Transparency Directives Wholesale debt issuers should pay particular attention to the limited
More informationSEC Adopts Final Conflict Mineral Rules
SEC Adopts Final Conflict Mineral Rules By Troy M. Calkins and Peter B. Wolf September 2012 Client Alert The Securities and Exchange Commission (the Commission), on August 22, 2012, adopted a final rule
More informationHIRE ACT S EFFECTS ON INVESTMENT FUNDS
CLIENT MEMORANDUM HIRE ACT S EFFECTS ON INVESTMENT FUNDS On March 18, 2010, the President signed the Hiring Incentives to Restore Employment Act ( HIRE Act or the Act ). The Act includes provisions that
More informationTravelers Series Fund Inc. Smith Barney Large Capitalization Growth Portfolio
EXPERIENCE Travelers Series Fund Inc. Smith Barney Large Capitalization Growth Portfolio PROSPECTUS February 28, 2006 The Securities and Exchange Commission has not approved or disapproved these securities
More information