Foreign Private Issuers in the Spotlight: SEC and Other Recent and Proposed Rulemakings

U.S. capital markets have long been an attractive destination for foreign companies, due in part to easier access to highly-liquid sources of debt and equity, lower cost of capital, and the long-standing approach of the SEC of largely deferring to the disclosures and governance regimes of the foreign issuer’s home country. However, in recent rulemakings, the SEC and the Nasdaq Stock Market have shifted away from home country deference and instead have adopted more prescriptive disclosure/governance obligations that more closely align foreign private issuers with U.S. domestic registrants. In this Alert, we discuss recent SEC, Nasdaq and other rulemaking that bridges the regulatory gap between FPIs and U.S. domestic registrants, flag certain reminders and upcoming deadlines applicable to FPIs, and discuss recommendations on what FPIs should be doing now.

View the entire Governance & Securities Alert.