On February 13, 2013, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) made available on its website a general outline of various U.S. federal securities law issues applicable to foreign private issuers (FPIs), along with additional matters FPIs may want to consider when looking at trading in U.S. capital markets.

The article broadly discusses major areas of relevant U.S. federal securities laws and regulations with which foreign companies should be familiar when considering accessing U.S. capital markets, including:

  • determining their eligibility as an FPI
  • conducting a registered offering under the Securities Act of 1933, as amended (the "Securities Act")
  • conducting an offering exempt from registration
  • registering a class or classes of securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
  • establishing and maintaining exemptions from registration under the Exchange Act
  • meeting reporting obligations under the Exchange Act
  • establishing an American Depositary Receipt program

The information provided is very comprehensive, providing an excellent introduction to U.S. securities laws and regulations for foreign companies considering participation in U.S. capital markets. It not only provides an overview of the application of the Securities Act and the Exchange Act (and the rules promulgated under them) to those activities, including links to applicable statutes and regulations, but also discusses requirements outside those two acts, such as registration with the Public Company Accounting Oversight Board.

For additional information, the SEC's outline is available at: