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ARTICLE · 08 SEPTEMBER 2022

Foreign Private Issuers Presentation

Goodwin Procter LLP
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Foreign private issuers (FPIs) occupy a unique space in the securities laws as they are eligible to file on forms specifically designed for FPIs while at the same time they are generally subject...

United StatesCorporate/Commercial Law
Sean M. Donahue
Sean M. Donahue

Foreign Private Issuers: Overview of Securities Law Requirements

  • Rationale for Foreign Private Issuer Accommodations
  • Benefits of FPI status
  • What is a foreign private issuer (FPI)?
  • U.S. securities law overview
  • Trading FPI securities in the U.S. – alternatives and process
  • Corporate governance requirements for listed FPIs
  • Life as a U.S. public company
  • Deregistration and delisting
  • Multijurisdictional Disclosure System (MJDS)
  • Regulation S – offshore transactions
  • Rule 144A
  • Cross-Border Tender Offer Rules

Rationale for Foreign Private Issuer Accommodations

  • Encourage listing on a U.S. market
  • Facilitate investment by U.S. investors in foreign companies

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