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: 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect
to continuing education credit.)
Advance Preparation: Print and review course materials
Course Code: 093831
Tina Chalk
Special Counsel, Office of Mergers & Acquisitions
John J. Huber
Partner
James J. Moloney
Partner and Co-Chair, Securities Regulation and Corporate Governance Practice Group
Tina Chalk, Special Counsel, Office of Mergers & Acquisitions
, US Securities and Exchange Commission
James J. Moloney, Partner and Co-Chair, Securities Regulation and Corporate Governance Practice Groups , 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)
- Mergers & Acquisitions
- Corporate Governance
- Securities offerings
- International
- Compliance
- Regulatory Affairs
- General Counsel
- Litigation
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