SEC Changes Its Policy Regarding Confidential Filings By Foreign Issuers

On December 8, 2011, the SEC announced that, effective immediately, it will review initial registration statements of a foreign issuer on a confidential basis only if such issuer is: (1) a foreign government registering its debt securities; (2) a foreign private issuer that is listed or is concurrently listing its securities on a non-US securities exchange; (3) a foreign private issuer that is being privatized by a foreign government; or (4) a foreign private issuer that can demonstrate that the public filing of an initial registration statement would conflict with the law of an applicable foreign jurisdiction.¹

Prior to December 8, 2011, foreign issuers were able to submit initial registration statements to the SEC for review on a confidential basis. The confidential review procedure arose to permit corrections or changes to first-time SEC disclosure and also to accommodate foreign offering schedules, where often the disclosure in the home country prospectus cannot