Foreign Private Issuer Exemption from SEC Registration: Practical Implications

On August 27, 2008, the U.S. Securities and Exchange Commission adopted rule amendments that will automatically exempt thousands of non-U.S. companies from SEC registration and, as a result, from the Sarbanes-Oxley Act of 2002. The amendments to the 40-year old Rule 12g3-2(b), which will become effective on October 10, 2008, will exempt from registration most non-U.S. companies that are listed in their home markets (but not in the United States), and that publish certain English language financial and business information on their websites. The Alert Memo summarizes the new exemption and discusses the principal implications of the new amendments for non-U.S. companies.