SEC Proposes to Revise the Rule 12g3-2(b) Foreign Private Issuer Exemption from Registration and Reporting under the Exchange Act
14 Mar 2008
Mark K. Hyland,
John D. Wilson,
Lee Edwards,
Alan Seem,
Hans Diekmann,
Stephan Hutter,
Marc O. Plepelits,
Matthew Bersani,
Kyungwon (Won) Lee,
Michael W. Benjamin,
Pamela M. Gibson,
Jacques B. McChesney,
Ward McKimm,
Richard J.B. Price,
David J. Beveridge,
Robert Evans III,
Stephen T. Giove,
Antonia E. Stolper,
Manuel A. Orillac,
Sami L. Toutounji,
Robert C. Treuhold,
Bertrand Sénéchal,
Michael S. Bosco,
Robert Ellison,
Domenico Fanuele,
Richard S. Aldrich, Jr.,
Andrew Béla Jánszky,
Gail Ong,
Masahisa Ikeda,
Christopher J. Cummings,
Adam M. Givertz,
Jason R. Lehner,
Abigail Arms
On February 19, 2008, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) proposed amendments to Rule 12g3-2(b) that would apply a market trading volume test with respect to registering a class of equity securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Commission also proposed changes intended to streamline the exemptive process to claim the Rule 12g3-2(b) exemption. Further, the SEC proposed related changes to its rules and forms, including amendments to Rule 15c2-11 under the Exchange Act, Forms 15, 15F, 40-F and 6-K under the Exchange Act and Form F-6 under the Securities Act of 1933, as amended (the “Securities Act”).
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