US securities regulation : a guidebook for international companies


    • Vidal, Eduardo
    • Joosten, Jan J. H.


US securities regulation : a guidebook for international companies

Eduardo Vidal and Jan J H Joosten

Globe Law And Business, c2011

大学図書館所蔵 件 / 3



Includes index



While credit markets remain tight, the capital markets appear to be opening up again. As a result, many international companies will consider accessing the US markets as part of their financing strategy. This option is particularly attractive to non-US companies, which may take advantage of less stringent rules than those applicable to US companies. This new title serves as a reference for companies and their lawyers on all matters relating to foreign private issuers in the US capital markets. Accessible and full of practical guidance, it addresses topics including amendments to the US Securities and Exchange Commission (SEC) rules automatically exempting foreign private issuers from SEC registration; new SEC rules making it easier for foreign private issuers to de-register their securities from the SEC and terminate their reporting obligations; acceptance of private issuers' financial statements prepared in accordance with International Financial Reporting Standards without reconciliation to US generally accepted accounting principles; and the new SEC release on cross-border tender offers. The book also features a checklist for due diligence in international securities offerings. It also covers private placements of securities, including Rule 144A offerings, which are exempt from registration with the SEC, and a full description of American depositary receipts. This concise and incisive guidebook will be of interest to all international companies considering accessing the US capital markets; executive officers, boards of directors and corporate counsel at such companies; and investment banks, auditors and other professionals that work with or have an interest in foreign private issuers accessing the US capital markets.


Acknowledgements 5 1. Introduction 7 1.1 Background 1.2 Regulation of foreign private issuers 1.3 Becoming subject to US securities regulation 1.4 Securities and Exchange Commission 2. Public offerings 33 2.1 Background 2.2 Registration under the Securities Act 2.3 General procedures and disclosure obligations 2.4 Publicity 2.5 SEC review 2.6 Preparation for initial public offerings 2.7 Simplified registration procedures 2.8 Listing on national securities exchanges 3. Private placements 63 3.1 Overview 3.2 Rule 144A offerings 3.3 Regulation S offshore transactions 3.4 Resale registrations 3.5 Disclosure in private placements 4. Periodic reporting requirements 95 4.1 Background 4.2 Rule 12g3-2(b) exemption 4.3 Exchange Act reports 4.4 Sarbanes-Oxley Act 4.5 Other disclosure issues 4.6 Delisting and deregistration 4.7 International disclosure standards 5. International offerings with US participants 143 5.1 Overview 5.2 Determination of US ownership 5.3 Rights offerings 5.4 Tender offers 5.5 Exchange offers 5.6 Business combinations 5.7 Information requirements 6. American depositary receipts 157 6.1 Overview 6.2 Definition and characteristics 6.3 Types of ADR programmes 6.4 Levels of ADR programmes 6.5 Legal requirements for ADR programmes 6.6 Uses of ADR programmes 6.7 Compensation of US employees 7. Securities litigation risks 175 7.1 Background 7.2 Bases for civil liability 7.3 Exposure of issuers and others 7.4 Coping with civil liability risks 7.5 Jurisdiction of US courts 7.6 Private Securities Litigation Reform Act of 1995 7.7 State law risks 7.8 Bases for criminal liability 7.9 Defensive actions Appendix A 213 Commentary on Form 20-F: disclosure requirements for foreign private issuers Appendix B 223 Comparison of private placements and public offerings by foreign private issuers Appendix C 227 Sample checklist for due diligence review in international securities offerings Appendix D 233 Sample publicity guidelines for private placements by foreign private issuers Appendix E 239 Sample timeline for international securities offerings registered with the SEC Appendix F 243 Sample legend for Regulation S, Regulation D and Rule 144A offerings Appendix G 245 Sample jurisdictional warning for foreign private issuers Appendix H 247 Sample legend for exchange offers by foreign private issuers Appendix I 249 Listing standards on US national securities exchanges for international companies List of certain defined terms 255 About the authors 257 Index 259

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  • ISBN
    • 9781905783496
  • 出版国コード
  • タイトル言語コード
  • 本文言語コード
  • 出版地
  • ページ数/冊数
    270 p.
  • 大きさ
    25 cm