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

February 14, 2008 Full PDF

On February 13, 2008, the SEC proposed amendments to Rule 12g3-2(b) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The SEC has proposed the amendments to make it easier for foreign private issuers to obtain the 12g3-2(b) exemption so long as they meet certain requirements, while enhancing U.S. investors' access to material non-U.S. disclosure documents. Specifically, the proposed amendments would eliminate the paper submission requirements by automatically granting the Rule 12g3-2(b) exemption to a foreign private issuer that meets specified conditions, which do not depend on a count of the issuer's U.S. security holders, and which would require the issuer to publish electronically in English specified non-U.S. disclosure documents.

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