Foreign Private Issuers and the Dodd-Frank Act

Francois Janson and Frode Jensen are partners in our New York office.

Legislative reaction to the financial crisis has resulted in the adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). While much of the Act is focused on the regulation of financial institutions, it also contains significant provisions that affect all public companies which have securities registered with the Securities and Exchange Commission (the SEC).

Foreign private issuers are subject to certain provisions of the Act, are expressly exempt from other provisions, and will not be subject to certain other provisions unless the SEC expressly so provides in its rules. This alert briefly describes the Act's impact on foreign private issuers generally.¹