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SEC Guidance for Foreign Private Issuers

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Dec 08, 2016

On December 8, 2016, the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) addressing several questions relevant to foreign private issuers.

Canadian MJDS companies and many other cross-border companies incorporated or organized outside of the United States enjoy the benefit of various exemptions under U.S. securities laws on the basis that they qualify as “foreign private issuers.”

Torys LLP released a publication where they analyze on the SEC’s guidance, including:

  • The guidance is generally favourable to foreign private issuers and is consistent with past advice that we have given to our foreign private issuer clients.
  • In determining foreign private issuer eligibility, companies have some flexibility under the rules, as long as they apply their methodologies consistently.
  • A public offering of guaranteed securities and subsequent SEC reporting by a parent and subsidiary may be conducted under the foreign private issuer rules, provided the parent is a foreign private issuer and the parties meet the other criteria for omitting the subsidiary’s financial statements from SEC filings.

Review the publication on the Torys LLP's website.

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