Investment Company Act Status of Non-U.S. Issuers

• Published in: The Investment Lawyer 2012-03, Vol.19 (3), p.19
• Main Authors: Barbash, Barry R, Baumgardner, John E, Bergen, Robin M, Farrar, William G, Gattuso, Maria R, Greene, Nathan J
• Format: Article
• Language: English
• Subjects: Capital markets; Equity; Flexibility; Private placement; Regulation of financial institutions; Securities offerings; Securities regulations; Stock offerings
• ISSN: 1075-4512

This group's "2008 procedures" were designed to help certain non-US issuers relying on the Section 3(c)(7) exception under the Investment Company Act of 1940, as amended (Investment Company Act) to access the US capital markets more efficiently, and were especially focused on issuers for which earlier versions of the group's published procedures were of limited applicability. This is particularly important for those non-US funds and non-US inadvertent investment companies' that have equity securities that are publicly traded and listed on securities exchanges outside the US and that wish to include institutional US investors when conducting offerings of equity securities. The Section 7(d) of the Investment Company Act prohibits a US public offering of securities issued by a non-US investment company. The law firms associated with this article jointly published prior articles that describe procedures to assist market participants seeking to rely on Section 3(c)(7) when structuring offerings by certain types of issuers.