On August 12, 2010, the SEC issued five new CDIs addressing issues that arise when a foreign private issuer or foreign issuer transitions into a domestic registrant. Specifically, these CDIs clarified the following staff interpretations:
- If a foreign private issuer reincorporates in the United States, then it must immediately begin filing Exchange Act reports on domestic issuer forms, and may not rely on Exchange Act Rule 3b-4(e) to continue using foreign private issuer forms until its next determination date, which is the last business day of its most recently completed second fiscal quarter.
- If a foreign issuer fails to qualify as a foreign private issuer as of the determination date, then Form 3s for all Section 16 persons must be filed on or before the first day of the fiscal year following the determination date.
- Officers and directors of a foreign private issuer which reincorporates in the U.S. will be subject, pursuant to Rule 16a-2(a), to Section 16 reporting obligations and short-swing liability for any transactions that occurred in the six months prior to the reincorporation. However, transactions six months prior to the determination will not be subject to Rule 16a-2(a).
- Rule 16a-2(a) will apply to a foreign issuer that is not a foreign private issuer which files its initial registration statement to register equity securities under Exchange Act Section 12. Consequently, transactions by its officers and directors within six months before the effectiveness of the registration statement will be subject to Section 16 and reportable on Form 4.
http://www.sec.gov/divisions/corpfin/guidance/exchangeactrules-interps.htm#110.01 Question: 110.01
http://www.sec.gov/divisions/corpfin/guidance/sec16interp.htm#101-01 Questions: 101.01, 101.02, 110.03, 110.04