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.View full memo, "Foreign Issuers - Two Noteworthy Items"
