SEC Amends Rule 12g3-2(b) Registration Exemption For Foreign Private Issuers

Originally published September 25, 2008

Keywords: SEC, Rule 12g-3-2(b), Section 12(g), foreign private issuer, securities registration, over-the-counter market, disclosure

The US Securities and Exchange Commission (the "SEC") has adopted changes to its rules that exempt a non-US issuer that is a "foreign private issuer" from having to register a class of equity securities under Section 12(g) of the US Securities Exchange Act of 1934 (the "Exchange Act").¹ Issuers, including foreign private issuers, are generally required to register their securities under the Exchange Act in order to have them listed on a national securities exchange or traded on the OTC Bulletin Board. However, an exemption under Rule 12g3-2(b) of the Exchange Act permits trading of a foreign private issuer's equity securities in the US over-the-counter market without registration under Section 12(g) of the Exchange Act. The amendments to the rules become effective as of October 10, 2008 (See