Client Alert
| September 4, 2008
SEC Adopts Rule Changes Affecting Foreign Private Issuer Registration and Disclosure Requirements, as well as Cross-Border Business Combinations, and Proposes Roadmap for the Use of IFRS Financial Statements by US Issuers
At its open meeting on August 27, 2008, the US Securities and Exchange Commission ("SEC") voted unanimously to adopt (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 issuers that meet certain requirements, (ii) changes affecting foreign private issuers’ Exchange Act disclosure obligations, and (iii) changes to exemptions for cross-border business combinations and beneficial ownership reporting rules. In addition, the SEC proposed a roadmap for the potential use of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") by US issuers.
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