Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirements
Analyzing the Shareholder Test and Business Contacts Test, Maintaining FPI Status, New SEC Guidance
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will analyze the criteria for qualifying as a foreign private issuer (FPI) for purposes of securities registration, and review best practices for documenting and obtaining FPI status and reduced reporting requirements afforded FPIs. The panel will also discuss new guidance released by the SEC in December 2016 which has provided some added clarity regarding FPI requirements.
Outline
- Definition of FPI—Rule 405 of the Securities Act of 1933, Rule 3b-4 of the Securities Exchange Act of 1934
- Shareholder test
- Business contacts test
- Citizenship and residency of officers and directors
- Location of assets
- Administration of business
- New SEC guidance
- Application process and timing
- New registrants
- Existing registrants
- Maintaining the FPI exemption
- Benefits afforded FPIs
- No requirement for quarterly reporting
- Not subject to accelerated filing
- Exemption from U.S. proxy rules
- Exemption from insider trading reports
- Exemption from short-swing profit recovery rules
- Exemption from Regulation FD
- Exemptions from Regulation BTR and Regulation G
- Limited executive compensation disclosures
- Potential exemption from XBRL data tagging rules
Benefits
The panel will review these and other key issues:
- What is an FPI, and what are the benefits of being an FPI?
- How is majority ownership determined under the shareholder test?
- What criteria are considered in the business contacts test?
- How has new SEC guidance impacted the analysis of whether a company is an FPI?
Faculty
Thomas M. Rose
Partner
Troutman Sanders
Mr. Rose's practice focuses principally on U.S. cross-border securities and corporate law matters. He... | Read More
Mr. Rose's practice focuses principally on U.S. cross-border securities and corporate law matters. He represents various U.S., Canadian and other foreign issuers and investment banks in a variety of public and private financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System (MJDS), other cross-border public offerings, and U.S.- foreign private placements (including Rule 144A, Regulation D and Regulation S offerings). He also advises U.S., Canadian and other foreign issuers with respect to the U.S. securities and corporate law aspects of mergers and acquisition transactions. In addition, he advises U.S., Canadian and other foreign issuers in connection with initial listings on the NYSE, the NYSE MKT and the NASDAQ, and on the continuous U.S. reporting and corporate governance requirements under U.S. federal securities laws and the rules of such Exchanges. He also acts as a Principal American Liaison (a PAL) on the OTCQX market for a number of foreign issuers.
CloseShona Smith
Partner
Troutman Sanders
Ms. Smith's corporate practice focuses principally on U.S. and cross-border corporate and securities matters.... | Read More
Ms. Smith's corporate practice focuses principally on U.S. and cross-border corporate and securities matters. She represents various U.S., Canadian and other foreign issuers and investment banks in a variety of public and private equity and debt financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System, other cross-border public offerings, and U.S.-foreign private placements. She also advises U.S., Canadian and other foreign issuers with respect to the U.S. securities law aspects of mergers and acquisitions. In addition, Shona advises U.S., Canadian and other foreign issuers in connection with initial listings on the NYSE, the NASDAQ and the NYSE MKT, and on the continuous reporting and corporate governance requirements under the U.S. federal securities laws.
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