Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirements

Analyzing the Shareholder Test and Business Contacts Test, Maintaining FPI Status, New SEC Guidance

A live 90-minute CLE webinar with interactive Q&A


Wednesday, May 10, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT


This CLE webinar will analyze the criteria for qualifying as a foreign private issuer (FPI) for purposes of securities registration, and review best practices for documenting and obtaining FPI status and reduced reporting requirements afforded FPIs. The panel will also discuss new guidance released by the SEC in December 2016 which has provided some added clarity regarding FPI requirements.

Description

As part of its long-standing policy to encourage foreign companies to access the U.S. capital markets, the SEC historically has made significant regulatory accommodations to foreign companies that qualify as FPIs. However, U.S. securities laws distinguish between foreign companies that are truly foreign in nature and foreign companies so closely associated with the U.S. that they are subject to the same registration and disclosure requirements as domestic U.S. companies.

Any foreign company that claims FPI status must be able to support the determination that it qualifies under one of two tests: one based on the foreign company’s level of U.S. shareholdings (the shareholder test) and the other based on its contacts with the U.S. (the business contacts test). SEC guidance released in Dec. 2016 impacts both tests.

The shareholder test is based on the method of calculation used in Rule 12g3-2(a) under the Exchange Act, which follows the definition of “securities held of record” in Rule 12g5-1 under the Exchange Act. For foreign companies that have a majority of voting securities held of record (directly or indirectly) by U.S. residents, the business contacts test will be the determining factor in their status as an FPI. The test has three parts: (1) citizenship and residency; (2) location of assets; and (3) administration of business.

Listen as our authoritative panel analyzes the criteria considered in qualifying for FPI treatment, including the shareholder test and the business test, and how the new SEC guidance has effected that analysis. The panel will also discuss the process of applying for FPI treatment, the best documentation practices for maintaining FPI status and reporting benefits afforded FPIs.

Outline

  1. Definition of FPI—Rule 405 of the Securities Act of 1933, Rule 3b-4 of the Securities Exchange Act of 1934
  2. Shareholder test
  3. Business contacts test
    1. Citizenship and residency of officers and directors
    2. Location of assets
    3. Administration of business
  4. New SEC guidance
  5. Application process and timing
    1. New registrants
    2. Existing registrants
  6. Maintaining the FPI exemption
  7. Benefits afforded FPIs
    1. No requirement for quarterly reporting
    2. Not subject to accelerated filing
    3. Exemption from U.S. proxy rules
    4. Exemption from insider trading reports
    5. Exemption from short-swing profit recovery rules
    6. Exemption from Regulation FD
    7. Exemptions from Regulation BTR and Regulation G
    8. Limited executive compensation disclosures
  8. Potential exemption from XBRL data tagging rules

Benefits

The panel will review these and other key issues:

  • What is an FPI, and what are the benefits of being an FPI?
  • How is majority ownership determined under the shareholder test?
  • What criteria are considered in the business contacts test?
  • How has new SEC guidance impacted the analysis of whether a company is an FPI?

Faculty

Thomas M. Rose, Partner
Troutman Sanders, Washington, D.C.

Mr. Rose's practice focuses principally on U.S. cross-border securities and corporate law matters. He represents various U.S., Canadian and other foreign issuers and investment banks in a variety of public and private financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System (MJDS), other cross-border public offerings, and U.S.- foreign private placements (including Rule 144A, Regulation D and Regulation S offerings). He also advises U.S., Canadian and other foreign issuers with respect to the U.S. securities and corporate law aspects of mergers and acquisition transactions. In addition, he advises U.S., Canadian and other foreign issuers in connection with initial listings on the NYSE, the NYSE MKT and the NASDAQ, and on the continuous U.S. reporting and corporate governance requirements under U.S. federal securities laws and the rules of such Exchanges. He also acts as a Principal American Liaison (a PAL) on the OTCQX market for a number of foreign issuers.

Shona Smith, Partner
Troutman Sanders, Seattle

Ms. Smith's corporate practice focuses principally on U.S. and cross-border corporate and securities matters. She represents various U.S., Canadian and other foreign issuers and investment banks in a variety of public and private equity and debt financings, including financings under the U.S.-Canada Multijurisdictional Disclosure System, other cross-border public offerings, and U.S.-foreign private placements. She also advises U.S., Canadian and other foreign issuers with respect to the U.S. securities law aspects of mergers and acquisitions. In addition, Shona advises U.S., Canadian and other foreign issuers in connection with initial listings on the NYSE, the NASDAQ and the NYSE MKT, and on the continuous reporting and corporate governance requirements under the U.S. federal securities laws.


Live Webinar

Live Webinar $297.00

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00
Available 48 hours after the live event

How does this work?


Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $297.00
Available 48 hours after the live event

How does this work?

Recorded Audio Download (MP3) $297.00
Available 24 hours after the live event

How does this work?

DVD (Slide Presentation with Audio) $297.00 plus $9.45 S&H
Available ten business days after the live event

How does this work?


Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $394.00

Recorded Webinar Download Only $97.00 with Registration/Webinar Combo

Live Webinar & Audio Download $394.00

Recorded Audio Download (MP3) Only $97.00 with Registration/MP3 Combo

Live Webinar & DVD $394.00 plus $9.45 S&H

DVD (Slide Presentation with Audio) Only $97.00 with Registration/DVD Combo


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

I like that I can share Strafford's programs with colleagues and I think the price is fair.

Gesta Abols

Goodmans

Very focused seminar that provided the information I expected in a concise format.

Kimberly M. Butler

Downs Rachlin Martin

Strafford’s webinars are consistently of higher quality than most other webinars.

James L. Burns

Stroock & Stroock & Lavan

The presenters were TOP practitioners in the field.

Bruce Benson

Bruce H Benson

Strafford’s program was very well tailored to issues encountered in actual practice and the speakers were extremely knowledgeable, experienced and provided analysis beyond the case law.

Kelly Walsh

Parker Hudson Rainer & Dobbs

or call 1-800-926-7926

Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Partner

Nixon Peabody

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

Paul Hastings

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.