On December 8, 2011, the staff of the SEC's Division of Corporation Finance issued a statement announcing new limitations on its policy permitting foreign private issuers to have first-time registration statements reviewed on a confidential basis. Historically, the staff has permitted foreign private issuers and foreign governments to submit registration statements and amendments on a non-public basis in connection with their first-time registration with the SEC.

Beginning on December 8, 2011, the staff will review an initial registration statement of a foreign issuer that is submitted on a confidential basis only where the registrant is:

Under this revised policy, a foreign private issuer undertaking an IPO exclusively on a US securities exchange will not be permitted a confidential review process.

In addition, foreign private issuers that are shell companies, blank check companies and issuers with "no or substantially no business operations" will not be permitted to use the confidential review procedure.

The staff also stated that in some circumstances it may request that a foreign issuer publicly file its registration statement even though it satisfies the general parameters of this newly limited policy. Potential examples given by the staff include where there is a competing bid in an acquisition transaction or publicity about a proposed offering or listing.

Any non-public submission of a registration statement by a foreign private issuer received by the staff before December 8, 2011 that does not come within one of the newly announced categories will continue to be reviewed by the staff without a public filing. However, the next draft of that registration statement must be publicly filed via EDGAR.

The SEC will continue to assess its new, limited policy on non-public submissions and may make additional changes in the future.

For an overview of the disclosure requirements of a registration statement on Form F-1, the form most commonly used by foreign private issuers selling securities in the US for the first time, see Practice Note, Registration Statement: Form F-1.