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Category Archives: Foreign Private Issuers

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The Latham Global IPO Guide – An Insider’s Guide

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United States in private transactions without registration with the US Securities and Exchange Commission. What are the key legal issues WWW is … Continue Reading

When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

On March 1, 2017, the US Securities and Exchange Commission took action that permits, and will eventually require, foreign private issuers (FPIs) registered with the SEC that prepare their financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) to file financial statements in eXtensible Business Reporting … Continue Reading

XBRL for Foreign Private Issuers: Coming in 2018

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a taxonomy to permit, and eventually require, foreign private issuers that prepare their financial statements using Internal Financial Reporting Standards (IFRS) to … Continue Reading

“A Night in Tunisia” Part 2 – Non-Public Submissions from Foreign Private Issuers

In a past installment, we discussed some of the basics of foreign private issuers (FPIs). This week, your good client Dizzy has called to tell you that he wants to take his FPI musical instrument manufacturing company (whose signature product is a trumpet with a distinctive bent horn) public in the United States. He wants … Continue Reading

“Vienna Calling” – Section 3(a)(10) and Non-US Schemes of Arrangement

Wolfgang Amadeus Mozart, GC of your good foreign private issuer client Falco AG is calling. Falco has failed to break out internationally, despite one product that has been a major hit around the world, and has decided to reorganize its international operations held through a Bermuda holding company. Mozart tells you that the Bermuda company … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 3

In the previous two weeks, we advised our client Kenny Rogers on the legal framework of launching a tender offer for Anglo Freedonian Mining SA, a foreign private issuer trading in London.  The long arm of the U.S. securities law regulates cross-border tender offers, and last week we discussed the Tier I exemption.  This week, … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 2

Last week, we advised our client Kenny Rogers on the legal framework of launching a tender offer for Anglo Freedonian Mining SA, a foreign private issuer trading in London.  The long arm of the U.S. securities law regulates cross-border tender offers, although the Tier I and Tier II exemptions in Rules 14d-1(c) and (d) of … Continue Reading

The Long Arm of the Law – Cross-Border Tender Offers, Part 1

It is 2:43 AM and you are out drinkin’ in some honky-tonk.  Your cell phone rings.  It is your good client, Kenny Rogers.  “I’m in Freedonia,” Kenny’s sonorous voice booms, “and my people are doing diligence on Anglo Freedonian Mining SA.  The numbers look good.  We want to launch a tender offer ASAP.”  Despite the … Continue Reading

The Odd Couple

Today we look at two topics that, while not closely tied together in subject or analysis (ok—not tied together at all), highlight a few points raised in recent questions. Purchases of Shares by Company Insiders in Equity Offerings You are working on an equity offering. Oscar Madison, the CEO, thinks so highly of the company … Continue Reading

“A Night in Tunisia” — Foreign Private Issuers

Foreign private issuers are treated differently than US domestic issuers under the US securities laws.  Here’s a brief introduction to foreign private issuers, and a summary of some of the benefits they enjoy. For more information on this topic, see our FPI book.   What is a foreign private issuer? A “foreign private issuer” is an issuer … Continue Reading
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