On December 8, 2011 the Securities and Exchange Commission ("SEC") announced immediate changes that curtail its non-public review process for foreign private issuers that are first-time filers. Before the announcement, foreign private issuers without securities listed in the United States had the option of submitting their initial registration statement to the SEC on a non-public, confidential basis. In a significant change of policy, the SEC will require all initial registration statements by such foreign private issuers to be filed publicly via the SEC's EDGAR website, with limited exceptions. For example, a foreign private issuer that is listed, or is concurrently listing, securities on a non-U.S. exchange, is being privatized by a foreign government, or can demonstrate that a public filing would conflict with the law of an applicable foreign jurisdiction may still avail itself of the non-public submission and review process for its initial SEC registration statement. The SEC noted that shell companies, blank check companies and issuers with no or substantially no business operations (e.g., special purpose acquisition companies, or SPACs) will not be allowed to use the non-public submission process.
Any confidential submission received by the SEC before December 8, 2011 will continue to be reviewed without public filing; however, the next draft of the registration statement, whether in response to comments issued by the staff or otherwise, must be filed via the SEC's EDGAR filing system.
The SEC's notice concludes with the statement that it will continue to assess use of the confidential filing process and may make changes in the future. The SEC's press release can be viewed on its website by accessing the following hyperlink:
http://r20.rs6.net/tn.jsp?llr=iuyorrcab&et=1108940680659&s=0&e=001Z7qdJMy9LAnE0aL3wSvEG4qMmbVlfNedDI-8pv8E52KuCXk28IlCxPH9wcGJr1uQJ_AbHBDMF6U4m6AimSavo89TvEm1lOJd1iEtCMNfv1ny2_oeQA-r6oM0ipw8yGm6R4eq6RDlyCM-DfiE7y-Cu6Ro8RY68R5qtWeTZU10NYVDDDEM2OL3SA==
If you have any questions concerning this bulletin, please contact your Seward & Kissel LLP Capital Markets Group attorney.
____________________________________________________________________________________________________
About Seward & Kissel LLP
Seward & Kissel LLP, founded in 1890, is a leading U.S. law firm with an international reputation for excellence. We have offices in New York City and Washington, D.C.
Our practice primarily focuses on corporate, litigation and restructuring/bankruptcy work for clients seeking legal expertise in the financial services, corporate finance and capital markets areas. The Firm is particularly well known for its representation of major commercial banks, investment banking firms, investment advisers and related investment funds (including mutual funds and hedge funds), master servicers, servicers, investors, distressed trade brokers, liquidity providers, hedge fund administrators, broker-dealers, institutional investors and transportation companies (particularly in the shipping area).
Notices
This post may be considered attorney marketing and/or advertising. Prior results do not guarantee a similar outcome. The information contained in this post is for informational purposes only and is not intended and should not be considered to be legal advice on any subject matter. As such, recipients of this post, whether clients or otherwise, should not act or refrain from acting on the basis of any information included in this post without seeking appropriate legal or other professional advice. This information is presented without any warranty or representation as to its accuracy or completeness, or whether it reflects the most current legal developments.
To ensure compliance with Treasury regulations regarding practice before the IRS, we inform you that, unless expressly stated otherwise, any federal tax advice contained in this communication was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (i) avoiding penalties that may be imposed on the taxpayer under United States federal tax law, or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.