SEC Liberalizes Exemption from Registration for Non–U.S. Companies under Rule 12g3-2(b)

The U.S. Securities and Exchange Commission (SEC) has adopted amendments to Rule12g3-2(b) that significantly liberalize the exemption afforded to certain non-U.S. companies from registration of their equity securities under the U.S. Securities Exchange Act of 1934, as amended (Exchange Act).1 These amendments are expected to facilitate the trading in the U.S. of equity securities of non-U.S. companies that are not listed on SEC registered securities exchanges including trading of Level I and unsponsored American Depositary Shares in the U.S. "over-the-counter" market (Pink Sheets).

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