On December 8, the U.S. SEC released a statement regarding
non-public submissions of initial registration statements by
foreign private issuers. Historically, the SEC has allowed
foreign private issuers (FPIs) to submit initial registration
statements on a non-public basis for staff review prior to a public
filing since the majority of FPIs were traded on foreign exchanges
where there were no requirements to publicly disclose such
statements before the completion of a regulatory review.
According to the SEC, however, most FPIs now making use of the
non-public review process do not have securities listed outside the
U.S. Consequently, the SEC has decided to generally limit its
policy respecting the non-public submission of such initial
registration statements to circumstances where the registrant
is: (i) a foreign government registering its debt
securities; (ii) a foreign private issuer that is listed or is
concurrently listing its securities on a non-U.S.
