Cross Border

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The SEC revised its rules on cross-border tender offers and business combinations in August 2008, aiming to ease the way for U.S. investments in foreign transactions. The new rules make it easier for foreign issuers of securities to make use of the “cross-border exemption” that allows them to avoid registering their securities with the SEC if they maintain registration of the securities in their primary trading markets. The SEC also revamped the disclosure requirements for cross-border transactions and changed some reporting deadlines. Learning about these new requirements will be crucial for companies to compete in an increasingly globalized economy.

The Knowledge Congress is assembling a panel of noted experts on cross-border transactions to help foreign and U.S. enterprises understand how the new requirements might affect their tender offers, mergers and other transactions. Panel members will share their expertise in a two-hour LIVE Webcast.

Course Level: Intermediate
Prerequisite: None
Method Of Presentation: Group-Based-Internet
Developer: The Knowledge Conference
Recommended CLE/CPE Hours: 1.75 - 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect to continuing education credit. If you are applying for CLE credit in Texas you must register 20 days before the event date.)
Advance Preparation: Print and review course materials
Course Code: 093831
Recording Fee: $299 (Please click here for details)
NASBA Sponsor Number: 109004

 

Featured Speakers for Cross Border 2009 live webcast:


  Event Talking Points (click here to view more)
SEGMENT 1:


Tina Chalk, Former Chief Privacy Officer, US Securities and Exchange Commission
James J. Moloney,
Partner and Co-Chair, Securities Regulation and Corporate Governance Practice Group,
Gibson Dunn & Crutcher LLP
and
John J. Huber, Partner, Latham & Watkins LLP

1. Introduction - Overview of recent SEC initiatives in the foreign private issuer area leading up to
    cross-border exemption rule revisions
- Foreign private issuer deregistration rule revisions (Rule 12h-6)
- FIRE (Foreign Issuer Reporting Enhancements) release
- IFRS Status?
- Remember: not every foreign company is a “foreign private issuer” (Rule 3b-4 definition)

2. Overview of SEC’s revised cross-border rules
- Brief history of the exemptions
- Background to the rule-making project and why the exemptions were revised
- Outline of the changes
- Discussion of changes to eligibility/calculation of US ownership
- Large individual shareholdings no longer ignored in calculating US ownership
- When is the alternate (ADTV) test available?

3. Changes that apply to US offers too
- Expanded availability of "early commencement"
- Elimination of limit on length of the "subsequent offering period"

4. What’s working and what’s not?
- Continuing problems with the "look-through" test
- Questions about availability of alternate (ADTV) test
- Purchases outside a tender offer and what it may mean for your deal structure
- Beneficial ownership reporting and foreign companies

5. Excluding US target holders
- What the release says on the topic
- Why acquirors want to do this
- Liability issues

6. Exemptive/no-action requests and the SEC
- OM&A authority to grant exemptions beyond the cross-border rules
- Distinction between no-action and exemptive relief
- Rules of the Road -- practical considerations:
- When appropriate (direct conflict of law / practice)
- The process and timing
- Supplemental letter from local counsel and what it needs to say
- Disclosure issues that may impact the process (example = co-bidder and bidder f/s issues)
- Recent notable cross-border letters and what they stand for (e.g., Satyam, SoFFin, Endesa)



US Securities and Exchange Commission
Tina Chalk
Special Counsel, Office of Mergers & Acquisitions
speaker bio »»

Gibson Dunn & Crutcher LLP
James J. Moloney
Partner and Co-Chair, Securities Regulation and Corporate Governance Practice Group
                       speaker bio »»

Latham & Watkins LLP
John J. Huber
Partner
speaker bio »»

Who Should Attend?

- Mergers & Acquisitions
- Corporate Governance
- Securities offerings
- International
- Compliance
- Regulatory Affairs
- General Counsel
- Litigation

Why Attend?

This is a must attend event to anyone interested in having full understanding about the emerging issues on Cross Border for 2009
- New guidance explained by the most qualified key leaders & experts
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A

Registration Information:                                                                                                                                    



Cross Border 2009: Cross-Border Tender Offers & Other Emerging Issues for 2009
Speaker Firms:


US Securities and Exchange Commission







 

The Knowledge Conference is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Website: www.nasba.org

 

We are an approved multi-event sponsor in the state of California. Our provider ID is: 14451. In Texas, Illinois, and Virginia, we submit programs for individual approval in advance. In New York, our programs are submitted immediately after the event live date and attendees are sent the approval codes once we receive them from the New York State Bar. In all other states, once attendance is verified, participants are emailed an official certificate of attendance which they submit to their respective State Bar Associations. Our programs are created with continuing education in mind and are therefore designed to meet the requirements of all State Bar Associations. If you have any questions, please email our CLE coordinator at: info@knowledgecongress.org

 
Enrolled Agents Sponsor ID Number: 760

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