The U.S. Securities and Exchange Commission today voted to repropose amendments to the rules that govern when a foreign private issuer may terminate the registration of a class of equity securities.
Under the current rules, a foreign private issuer may exit its registration and the reporting regime if the class of the issuer’s securities has less than 300 record holders who are U.S. residents.
However, the SEC notes that because of the increased globalization of the U.S. securities markets that has occurred since the adoption of these rules, a foreign private issuer may find it difficult to terminate its registration and reporting obligations despite the fact that there is relatively little interest in the issuer’s securities among U.S. investors.
The proposed amendments would permit a foreign private issuer to register when it meets a quantitative benchmark designed to measure relative U.S. market interest for that class of securities, which does not depend on a head count of the issuer’s U.S. security holders. The reproposed benchmark would require the comparison of the average daily trading volume of an issuer’s securities in the US with that in its primary trading market.
“Foreign private issuers are a very important part of our capital markets. By providing foreign registrants with an appropriate means to terminate their Exchange Act reporting obligations based solely on their securities’ relatively small U.S. trading volume, today’s proposal is intended to provide more clarity and certainty to foreign issuers as well as to U.S. investors in those companies,” said John White, director of the Division of Corporation Finance at the SEC.
“The revised proposal should make the deregistration process less complicated and burdensome for foreign private issuers without sacrificing investors’ interests,” White added. “We look forward to receiving comments from the broad range of parties with views on foreign deregistration as the Commission continues to recognize and respond to the challenges and needs of our markets’ increasing globalization while never losing sight of our primary mission of investor protection.”
Comments on the proposal are due within 30 days.
SEC to repropose rules allowing foreign private issuer deregistration
Proposal intended to provide more clarity and certainty to foreign issuers
- By: James Langton
- December 13, 2006 December 13, 2006
- 16:50