SEC Amends Cross-Border Business Combinations Exemptions

The US Securities and Exchange Commission (the "SEC") has amended the cross-border exemptions for tender and exchange offers and other business combination transactions involving foreign private issuers.¹ The amendments are effective December 8, 2008. As under the current rules, the revised exemptions are available to both US and non-US acquirors, where the company being acquired qualifies as a foreign private issuer.²

The amendments modify the current "look-through" analysis used to determine US beneficial ownership, marginally extend and refine the scope of the cross-border transaction exemptions, and codify existing SEC interpretative positions and exemptive orders. The revised regime, however, continues the SEC's basic approach to regulation in this area, which is to extend certain protections of US securities regulation to US investors that invest in securities issued by non-US companies involved in non-US transactions. In particular, determining eligibility