On December 8, 2016, the Securities and Exchange Commission's ("SEC") Division of Corporation Finance (the "Staff") released several new compliance and disclosure interpretations ("C&DIs") clarifying the definition of "foreign private issuer" (an "FPI") under Rule 405 ("Rule 405") under the Securities Act of 1933, as amended (the "Securities Act"), and Rule 3b-4(c) ("Rule 3b-4(c)") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On the same day, the Staff issued additional C&DIs, which provide explanations on the permitted use of an F-Series registration statement and Form 20-F by an FPI (and its subsidiaries) in certain contexts. This alert provides a brief summary of these C&DIs.
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Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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