Securities and Exchange Commission Adopts Expansion of Cross-Border Exemptions
By Scott R. Saks, Carl R. Sanchez, Deyan Spiridonov, Kenju Watanabe, Claudia Simon and Rebecca A. Brophy
On September 19, 2008, the United States Securities and Exchange Commission (the SEC) issued a release adopting the final rules (the 2008 Rules) that apply to cross-border tender offers, business combinations and rights offerings (the 2008 Release). The 2008 Rules reflect the first major SEC rulemaking in this area in almost nine years, and, in many instances, codify existing interpretive positions and exemptive orders previously articulated by the Staff of the SEC in the cross-border area. The purpose of the rule changes is to further address conflicts between U.S. and non-U.S. regulation in order to expand and enhance the utility of the current cross-border exemptions for business combinations and rights offerings and to encourage the inclusion of U.S. target security holders in cross-border transactions on the same terms as non-U.S. target security holders.