At an Open Meeting yesterday, the Securities and Exchange Commission (the “Commission”) voted to propose amendments to various Commission rules and forms to “modernize its disclosure requirements” for foreign private issuers.


The first set of proposals are named the Foreign Issuer Reporting Enhancements and would allow foreign private issuer status to be tested annually; accelerate the deadline for annual reports filed by foreign private issuers; modify the annual report and registration statement forms used by foreign private issuers; and amend Exchange Act Rule 13e-3 regarding going private transactions to reflect recent changes regarding deregistration and termination of reporting rules applicable to foreign private issuers.


In addition, the Commission is proposing amendments to the exemption available to foreign private issuers under Rule 12g3-2(b), which provides an exemption from the reporting requirements under the Exchange Act for a class of equity securities of a foreign private issuer. The proposed changes to Rule 12g3-2(b) would eliminate paper filings and revise the initial and continuing eligibility requirements including the introduction of an automatic exemption for certain foreign private issuers who meet specified conditions.


The following is a link to the Commission’s press release, which describes these proposals in further detail:



This update is a summary for general information only. It is not a full analysis of the matters presented and should not be relied upon as legal advice.

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