Subjects:

Banking and Finance

Contents:

Preface

Brian Lane, Gibson Dunn & Crutcher LLP

Chapter 1

The SEC and Foreign Private Issuers

Paul Dudek, Securities and Exchange Commission

Chapter 2

SEC Registered Offerings and the Recent Securities Offering Reforms

Alan Bannister, Gibson Dunn & Crutcher LLP

Chapter 3

Common Exempt Offerings

Cathy Dixon, Weil Gotshal & Manges LLP

Chapter 4

Rights Offerings, Spin Offs and Other Corporate Transactions for Foreign Private Issuers

Christopher Walton, Clifford Chance LLP

Chapter 5

An Overview of Depositary Receipts

Peter Tisne, Emmett Marvin and Martin LLP

Chapter 6

Reporting Requirements for Foreign Private Issuers

Tom Vita, Norton Rose

Chapter 7

The Sarbanes - Oxley Act and Foreign Private Issuers

Kevin Kelley, Gibson Dunn & Crutcher LLP

Chapter 8

De-Registration and De-Listing: Leaving the U.S. Public Securities Markets

Richard Baumann, Dorsey & Whitney LLP

Chapter 9

Brokers’

Research in the Context of a Proposed Offering

Tom Joyce, Dorsey & Whitney LLP

This book has been written to dispel myths surrounding SEC regulation and to provide useful explanations about what a foreign issuer needs to know about making offers in the U.S. Drawing on a panel of expert authors, the chapters address the key areas of U.S. regulation, in a reader-friendly style.

In response to criticism about the regulatory burden, the SEC has come up with a set of rule changes to make offerings easier for all issuers. Foreign private issuers will be able to take advantage of gun-jumping rules and the modernization of the shelf offering rules. Moreover, foreign private issuers that are Well Known Seasoned Investors (WKSIs) will be able to conduct rights offerings much more efficiently via automatic shelf registration.