On September 19, the Securities and Exchange Commission published Final Rules changing its cross-border exemptions for business combination transactions, tender and exchange offers and rights offerings by foreign private issuers to expand and enhance the utility of the exemptions. The changes are intended to encourage offerors and issuers in cross-border transactions to permit U.S. security holders to participate in these transactions on the same terms as other security holders and to reduce or eliminate the need for parties to such transactions to seek individual exemptive or no-action relief. The Commission also adopted amendments to the beneficial ownership reporting requirements for certain foreign institutional investors. These rule revisions will allow some foreign institutions to file beneficial ownership reports on a shorter form, under the same circumstances as their U.S. institutional counterparts. In addition, the Commission issued guidance on several cross-border issues. Several of these rule revisions will apply to all tender offers, including those for U.S. target companies.
Additionally, on September 23, the SEC published Final Rules amending the forms and disclosure requirements that apply to foreign companies offering securities in U.S. markets. The amendments would allow foreign private issuer status to be tested once a year, change the deadline for annual reports filed by foreign private issuers, revise the annual report and registration statement forms used by foreign private issuers to improve disclosure, and amend the rule regarding going private transactions to reflect recent regulatory changes. The SEC noted that the changes are appropriate in light of global market developments and advancements in technology with respect to the gathering and processing of information, and are consistent with the SEC’s initiatives to move toward greater international agreement on the accounting and other non-financial statement disclosures that should be provided by issuers.
The effective date of the rule amendments in each case will be 60 days after their publication in the Federal Register. For more detailed information regarding each set of amendments, see the September 5, 2008 edition of Corporate and Financial Weekly Digest.