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SEC Modernizes Rule 12g3-2(b) to Create Automatic Exemption for Foreign Private Issuers Establishing U.S. Over-the-Counter Market Trading

October 16, 2008

By Scott R. Saks and Angelique M. Crain

The United States Securities and Exchange Commission (the SEC) recently overhauled and modernized Rule 12g3-2(b), the exemption under the Securities Exchange Act of 1934 (the Exchange Act) that permits foreign private issuers to have their equity securities traded in the U.S. over-the-counter market without registration under Section 12 of the Exchange Act.