The New Deregistration Rules For Foreign Private Issuers

Article by Valerie Ford Jacob, Daniel J. Bursky, Stuart H. Gelfond, Michael A. Levitt, Kenneth I. Rosh, Paul David Tropp, Loryn B. Zerner, Robert Mollen and Timothy Peterson

On June 4, 2007, the U.S. Securities and Exchange Commission (the "Commission") implemented new rules¹ that liberalize the deregistration process for foreign private issuers.² In contrast, the current deregistration provisions governing U.S. registrants will remain in place.

Foreign private issuers that have securities listed on a U.S. stock exchange or have issued securities pursuant to a U.S. registration statement are subject to the periodic reporting requirements under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). These periodic reporting requirements principally consist of an annual report on Form 20-F or Form 40-F, including, to the extent required, a U.S. GAAP reconciliation of the financial statements, and the need to furnish to the Commission of various home country documents (as