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FPI Amendments, Cross-Border Tender Offer Guidance

Melissa Klein Aguilar | September 24, 2008

For those looking for some light reading, the Securities and Exchange Commission has posted the 119-page adopting release for its Foreign Issuer Reporting Enhancements, part of a package of amendments approved Aug. 27 to modernize its rules relating to foreign private issuers.

As Compliance Week reported, most of the amendments are expected to be helpful to issuers. The FIRE amendments require FPIs to file annual reports with the SEC in four months, instead of six; allow issuers to test their eligibility to use the special FPI forms and rules once a year; and eliminate an option that permitted some FPIs to omit segment data from their U.S. GAAP financial statements.

The rule takes effect 60 days after publication in the Federal Register. The compliance dates for the various requirements are detailed on page 2 of the final rule.

The SEC also posted its 187-page Commission Guidance And Revisions To The Cross-Border Tender Offer, Exchange Offer, Rights Offerings, And Business Combination Rules And Beneficial Ownership Reporting Rules For Certain Foreign Institutions.

The changes expand and enhance the usefulness of the cross-border exemptions for business combination transactions and rights offerings and aim to encourage offerers and issuers to permit participation by U.S. security holders on the same terms as other target security holders. Many of the rule changes codify existing interpretive positions and exemptive orders.

The interpretive guidance is effective upon publication in the Federal Register. The final rule is effective 60 days later.