Accessing The Us Capital Markets From Outside The Us

Front 1

Distinguish between the Securities and the Exchange Act

Back 1

The Securities act (1933) generally governs the initial offer and sale of securities in the US, while the Exchange Act (1934) generally regulates the post-issuance trading of securities, the activities of certain market participants such as underwriters and broker-dealers, ongoing public reporting and M&A transactions, such as exchange offers adn tender offers

Front 2

FPI

Back 2

-foreign private issuer
-"issuer" means an issuer of securities while the reference to 'rpviate" is only designed to draw a distinction with foreign governments--it has nothing to do with the difference between publicly traded and privately traded companies. Importantly, a non-US company that is public traded can still be a foreign private issuer.

Front 3

What is a foreign private issuer

Back 3

any entity (other than a foreign government) incorporated or organized under the laws of a jurisdiction outside the US unless the two occur:
1. more than 50% of its outstanding voting securities are directly or indirectly owned of record by US residents; and
2. any of the following applies:
a. the majority of its exective officers or directors are US citizens or residents;
b. more than 50% of its assets are located in the US; or
c. its business is administered principally in the US

Front 4

How is US ownership of record determined

Back 4

-start with addresses, but drill down
-look past custodians
-drill down past certain street name accounts--that is accounts held of record by a broker-dealer, bank or nominee located in:
---the us
--the company's jurisdiction fo incroporation; and
--the jurisdiciton that is the company's primary trading market for its voting securities (if different than the jurisdiction of incorporation)