Non-US issuers that fall within the definition of “investment company” under the Investment Company Act of 1940, as amended (the Investment Company Act) face significant restrictions on their ability to offer and sell securities to US persons.

This issue is addressed in an article titled, "Investment Company Act Status of Non-US Issuers -- Updated Commentary on Book-Entry Deposit Procedures under Section 3(c) (7) of the Investment Company Act," dated March 2012 and authored by Shearman & Sterling of counsel Paul S. Schreiber.

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Investment Company Act Status of Non-U.S. Issuers – Updated Commentary on Book-Entry Deposit Procedures under Section 3(c)(7) of the Investment Company Act (2012, accompanied by related 2008 and 2003 articles)

In addition, see our earlier articles: 

The Book-Entry Deposit Procedures for Certain Offerings by Non-U.S. Issuers under Section 3(c)(7) of the Investment Company Act, dated May 2008 and authored by Shearman & Sterling of counsel Paul S. Schreiber.