Client Alert

| February 22, 2008

SEC Proposes Rule Changes Affecting Foreign Private Issuers

At its open meeting on February 13, 2008, the US Securities and Exchange Commission (“SEC”) voted unanimously to propose (i) changes to Rule 12g3-2(b) under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”), an exemption from Exchange Act registration for equity securities of foreign private issuers1 that meet certain requirements, and (ii) changes affecting foreign private issuers’ Exchange Act reporting obligations.

For more information, please contact your Dewey & LeBoeuf relationship partner, or one of the following:

Frank R. Adams

+44 20 7459 5207

Joseph W. Marx

+49 69 3639 3560

K. Oliver Rust

+1 212 259 8571

Paul P. Chen

+1 212 259 8325
+ 1 650 845 7168

This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent. For further information on Dewey & LeBoeuf, please visit www.dl.com. +1 888 532 6383