SEC Proposes Revisions to Cross-Border Exemptions
 
May 19, 2008
 

After eight years of experience with the current cross-border exemptions adopted in 1999, on May 8, 2008, the SEC proposed changes that will facilitate and expand the utility of its current exemptions for cross-border tender, exchange offer and business combination transactions. While many of the proposed rule changes refine current exemptions, others codify existing interpretive positions. The proposed rules include:

• refinement of tests for calculating U.S. ownership of the foreign target company for purposes of determining eligibility to rely on cross-border exemptions in both negotiated and hostile transactions
• where no more than 10% of the foreign target company’s securities are held in the U.S., expanding relief with respect to affiliated transaction structures subject to Rule 13e-3 not covered under current cross-border exemptions, such as schemes of arrangement, cash mergers, or compulsory acquisitions for cash
• where more than 10% but no more than 40% of the foreign target company’s securities are held in the U.S., expanding relief in several ways to eliminate recurring conflicts between U.S. and foreign law practice
• requiring that all Form CBs and Form F-Xs be filed electronically
• expanding the availability of early commencement to offers not subject to 13(e) or 14(d) of the Exchange Act
• permitting foreign institutions to report on schedule 13G to the same extent as their U.S. counterparts, without individual no-action relief

http://www.sec.gov/rules/proposed/2008/33-8917.pdf