SEC Staff To Review Foreign Private Issuer Reporting System

At a recent conference in London, Meredith Cross, the director of the SEC Division of Corporation Finance, announced that the SEC will be undertaking a full review of the foreign private issuer reporting system under the U.S. Securities Exchange Act of 1934. Depending on its scope and results, this review could have a significant impact upon foreign private issuers that want to list their securities in the United States or conduct U.S. public offerings under the Securities Act of 1933 as well as issuers that are already reporting under the Exchange Act.

In her announcement, Ms. Cross noted that the characteristics of foreign issuers accessing the U.S. public markets have changed significantly over the last few decades. In particular, she noted that today a larger percentage of Exchange Act reporting foreign private issuers are small- to medium-sized issuers that trade only on U.S. exchanges, rather than large, dual-listed issuers as was the case in the past. As a