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SEC Proposes Amendments to Exchange Act Rule 12g3-2(b)

March 27, 2008 Full PDF

The SEC has published for public comment proposed amendments to Rule 12g3-2(b) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The proposed amendments would make it easier for a foreign private issuer to obtain and maintain the Rule 12g3-2(b) exemption from a logistical standpoint so long as it meets specified conditions that depend in part on the trading volume of the subject class of securities, rather than the number of the issuer's U.S. security holders as required under the current rules. The proposed amendments, however, could create uncertainty for some foreign private issuers as to whether they may continue to rely on the Rule 12g3-2(b) exemption.

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