SEC updates cross-border exemptions

Category: SEC, C&DIs

SEC updates cross-border exemptions


The Securities and Exchange Commission (SEC) issued 27 Compliance and Disclosure Interpretations (C&DIs), which were a complete replacement of the SEC’s telephone interpretations regarding cross-border exemptions from the registration of securities. The interpretive topics covered in the C&DIs, which were released on October 17, are:

  • General interpretations relating to Rules 801 and 802 under the Securities Act of 1933.
  • Calculation of U.S. ownership for determination of eligibility for the cross-border exemptions.
  • Determination of the subject class for cross-border exemption purposes.
  • The Securities Exchange Act of 1934’s “equal treatment” requirements.
  • Filing, publication, and dissemination of offer materials in cross-border offerings.
  • Termination of withdrawal rights in cross-border offerings.

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