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Mar 14, 2012

Foreign Issuers - Two Noteworthy Items

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There have been two recent developments in the US capital markets that are noteworthy for foreign issuers. In a recent public address, the Director of the Division of Corporation Finance of the US Securities and Exchange Commission indicated an intention to review the reporting and disclosure regime applicable to foreign private issuers, as she queried whether it continues to provide appropriate investor protections, particularly in light of the increase in the number of foreign private issuers whose only trading market is in the United States. Second, the US Court of Appeals for the Second Circuit recently considered whether purchases and sales by foreign funds of securities issued by US companies through a US broker dealer satisfied the "domestic transactions in other securities" prong of the US Supreme Court's 2010 decision in Morrison v. National Australia Bank Ltd.

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Authors and Contributors

Robert Ellison

Partner

Capital Markets

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+55 11 3702 2220

São Paulo

Stuart K. Fleischmann

Partner

Capital Markets

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+1 212 848 7527

New York

Jason Lehner

Partner

Capital Markets

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+1 416 360 2974

Toronto

Manuel A. Orillac

Partner

Capital Markets

+1 212 848 5351

+1 212 848 5351

New York

Antonia E. Stolper

Partner

Capital Markets

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+1 212 848 5009

New York

Matthew Bersani

Partner

Capital Markets

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+852 2978 8096

Hong Kong

Masahisa Ikeda

Partner

Capital Markets

+1 212 848 5378

+1 212 848 5378

New York

Kyungwon (Won) Lee

Partner

Capital Markets

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+1 212 848 8078

New York

Andrew Schleider

Partner

Capital Markets

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+65 6230 3882

Singapore

David Dixter

Partner

Capital Markets

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+44 20 7655 5633

London

Sami Toutounji

Partner

Compensation, Governance & ERISA

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+33 1 53 89 70 62

Paris