ATTORNEY: Karen M. McCarthy
Newsletters
SEC Liberalizes Exemption from Registration for Non–U.S. Companies under Rule 12g3-2(b) 
Alerts
SEC Proposes Amendments to Rules Affecting Non-U.S. Issuers
Alerts
The SEC Proposes to Allow Internet Posting of Rule 12g3-2(b) Materials
Currently, non-U.S. companies who maintain a Rule 12g3-2(b) exemption under the U.S. Securities and Exchange Act of 1934, as amended, are required to submit home country documents to the U.S. Securities and Exchange Commission (SEC) in paper format rather than having the option of submitting them electronically to the SEC. Recently, the SEC proposed revisions to Rule 12g3-2 to permit non-U.S. companies who maintain a Rule 12g3-2(b) exemption to post home country documents electronically. Please click on the above link for more details on these proposed revisions.
Alerts
SEC Re-Proposes Rules to Facilitate Exit From U.S. Exchange Act Registration & Reporting Requirements
The U.S. Securities and Exchange Commission recently re-proposed and published for comment new rules intended to facilitate the process by which non-U.S. companies may terminate the registration of their securities under the U.S. Securities Exchange Act of 1934, as amended, and their ongoing SEC reporting obligations under the Exchange Act. Please click on the above link for more details on these new rules.
Alerts
NYSE Proposes to Eliminate Discretionary Broker-Dealer Voting for the Election of Directors
On October 24, 2006, the New York Stock Exchange filed a proposed rule change with the United States Securities and Exchange Commission that would eliminate discretionary broker-dealer voting for the election of the board of directors. Please click on the above Client Alert for more details about this rule change.
Alerts
NYSE Eliminates Annual Report Distribution Requirement
On August 21, 2006, the United States Securities and Exchange Commission approved rule changes proposed by The New York Stock Exchange which, among other things, eliminate the annual report distribution requirements applicable to NYSE-listed issuers. Please click on the above Client Alert for more details about these rule changes.
Alerts
NYSE Eliminates ADR Fee Restrictions
This Client Alert reports on the recent elimination of ADR fee restrictions by The New York Stock Exchange (NYSE). The NYSE amended Section 103.04 of the NYSE Listed Company Manual to eliminate the limitations previously imposed by the NYSE on the depositary fees that may be charged to owners of American Depositary Shares (ADS(s)) that are listed on the NYSE. Please click on the above link for more details.
Alerts
Securities Listed on the ASE, NYSE and NASDAQ Will Need to be Eligible for the Direct Registration System
On August 8, 2006, the SEC approved rule changes proposed by the ASE, NYSE and NASDAQ that will require existing and new securities listed on these exchanges to be eligible for the Direct Registration System. Please click on the above .pdf file for more details.
Alerts
Sarbanes-Oxley Compliance Relief for Certain Non-US Companies
On August 9, 2006, the SEC published proposed and final rules which together would extend certain deadlines for compliance with the internal control reporting requirements of Section 404 of the Sarbanes-Oxley Act for certain non-U.S. companies; split the compliance deadlines under Section 404 of Sarbanes-Oxley for the management report on internal controls over financial reporting and the related auditors' report; and provide additional relief from Section 404 compliance for newly public companies. Please click on the above alert for more details.
Alerts
SEC Proposes Rule to Facilitate Exit From U.S. Exchange Act Registration & Reporting Requirements
The SEC recently published for comment proposed new rules intended to facilitate the process by which non-U.S. companies may terminate the registration of their securities under the Securities Exchange Act and their ongoing reporting obligations under the Exchange Act.
Alerts
European Organizations Propose New Deregistration Framework to SEC
Eleven European organizations proposed a new deregistration framework that would enable non-U.S. companies to terminate registration of their securities under the U.S. Securities Exchange Act of 1934 on the basis of two alternative standards: one based on liquidity and disclosure and another based on level of U.S. investment.
Alerts
SEC Extends Section 404 Deadline for Non-U.S. Companies
The U.S. Securities and Exchange Commission has extended the deadline for non-U.S. companies to comply with the amendments to the SEC rules, regulations and forms adopted under Section 404 of the Sarbanes-Oxley Act.
Alerts
SEC Favors Coordinating Global Securities Markets Regulation But Will Not Compromise Investor Protections
Since the Sarbanes-Oxley Act was enacted in 2002, non-U.S. issuers, their representatives and regulators have raised concerns over the accounting, corporate governance and certification standards it requires, claiming the requirements create duplicative or even contradictory obligations for non-U.S. issuers with a presence in the U.S. securities markets. This alert provides highlights of recent public statements made on this matter by Alan L. Beller, Director of the SEC's Division of Corporation Finance and SEC Chairman William H. Donaldson.
Alerts
SEC Proposes Amendments to Rules for Delisting and Deregistration