Foreign Private Issuers Toolkit
Resources to assist foreign private issuers (FPIs) and their counsel in conducting capital raising activities in the US and, for SEC-reporting FPIs, complying with periodic and annual reporting requirements of the Securities Exchange Act.
US securities laws provide non-US companies that meet the definition of foreign private issuer ( www.practicallaw.com/1-382-3481) (FPI) with accommodations that make it easier for FPIs to access the US public and private capital markets. The rules applicable to FPIs are less onerous than the rules applicable to domestic issuers. In particular, FPIs can benefit from the following:
Registering public sales of securities to the US on Forms F-1 ( www.practicallaw.com/3-386-0825) , F-3 ( www.practicallaw.com/0-385-8070) and F-4 ( www.practicallaw.com/7-500-8144) registration statements ( www.practicallaw.com/4-382-3743) .
The SEC has a non-public submission policy that allows some FPIs accessing the US public market for the first time to submit their initial registration statement on Form F-1 for non-public review by the SEC. This non-public submission accommodation for certain FPIs is separate from the confidential submission accommodation that is available to any issuer that qualifies as an emerging growth company ( www.practicallaw.com/3-518-8137) .
Being exempt from US registration and reporting requirements under the Securities Exchange Act of 1934 ( www.practicallaw.com/5-382-3808) (Exchange Act) by complying with the current information requirements of Rule 12g3-2(b) ( www.practicallaw.com/5-385-1561) under the Exchange Act.
Being exempt from the SEC proxy rules and Regulation FD ( www.practicallaw.com/9-382-3745) .
Having its directors, executives and large shareholders exempt from beneficial ownership reporting requirements under Section 16(a) of the Exchange Act and exempt from the Short-swing Profits trading rules of Section 16(b) of the Exchange Act.
Providing only limited executive compensation information in registration statements and annual reports.
Qualifying as a "foreign issuer" that can issue securities outside the US under the registration exemption provided by Category 1 (the least restrictive category) of Regulation S under the Securities Act of 1933 ( www.practicallaw.com/1-382-3805) (Securities Act).
This Toolkit includes links to resources specific to FPIs and their counsel for navigating the legal framework and certain practical considerations in conducting capital raising activities in the US and, for SEC-reporting FPIs, complying with periodic and annual reporting requirements of the Exchange Act. These resources should be used in connection with all other materials available in the Capital Markets & Corporate Governance practice area.