SEC Releases New Interpretations Relevant For Foreign Private Issuers

On 8 December 2016, the SEC released new C&DIs, certain of which are applicable to foreign private issuers, providing greater certainty for companies seeking to establish or maintain a US listing. In particular, the new C&DIs provide guidance on the determination of "foreign private issuer" status, including:

• how to determine the proportion of a company's voting securities that are owned of record by US residents, for the purposes of both foreign private issuer status and the safe harbor available under Regulation S;
• how to determine the US citizenship or residency status of directors and officers; and
• how to determine whether more than 50% of a company's assets are located in the US and whether a company's business is administered principally in the US.