This outstanding value includes the following must-have's:

Download the Package "Foreign Packet" for just $97.00.

Title	Regular Price
The Pink Sheets	$19.95
Regulation S	$9.95
Cross Border IPOs	$49.95
Rule 144A: The Basics	$29.95
Hart Scott Changes Impact FPIs	$9.95
How Can My Company Trade on the US Markets?	$29.95
Foreign Issuer BOD & SOX Compliance	$9.95
Total cost of all papers if purchased separately:	$159.65

Download the Package "Foreign Packet" for just $97.00.

• The two essential conditions for any Reg S Safe Harbor
  
  
• Permitted and forbidden types of advertising
  
  
• The three categories of offerings, and the requirements for each
  
  
• The status of other securities, including convertible debt and warrants
  
  
• Conditions for resale of securities
  
  
• Resale limitations
  
  
• How to use Reg S to decrease costs of offerings
  
  
• How Reg S can get you capital faster than US private placements
  
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  Cross Border IPOs
  When a foreign company decides to expand its horizons and wants to go public in the United States, this is considered a “cross-border initial public offering,” or “cross-border IPO.” Cross-border listing refers to the listing of securities issued by a foreign issuer on a domestic securities exchange. One option is to take the form of a depository receipt to minimize transaction costs and increase settlement efficiency. Because of factors such as language barriers, currency conversion, and different regulations, cross-border IPOs are often complex and challenging transactions. This five page white paper explores the issues and challenges faced by a foreign company when "going public" in the United States, the advantages and disadvantages of a cross-border IPO, how to execute a cross-border IPO, and an example of a foreign company that has successfully executed this strategy.
  
  

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  When a foreign company decides to expand its horizons and wants to go public in the United States, this is considered a “cross-border initial public offering,” or “cross-border IPO.” Cross-border listing refers to the listing of securities issued by a foreign issuer on a domestic securities exchange. The foreign issue may also be listed on its home exchange or on more than one exchange in several different countries. It may even take the form of a depository receipt to minimize transaction costs and increase settlement efficiency.1 Because of factors such as language barriers, currency conversion, and different regulations, cross-border IPOs are often complex and challenging transactions. This white paper explores the issues and challenges faced by a foreign company when going public in the United States, the advantages and disadvantages of a cross-border IPO, how to execute a cross-border IPO, and examples of foreign companies that have gone public on the United States Stock Exchange.
  
  Issues Faced with Cross-Border IPOs
  
  When a foreign company decides to go public in the United States stock market, there are many issues that must be dealt with.
  
  Before even having the option of going public in the U.S., a company must determine if they qualify as a foreign private issuer or not. The company will not be considered a foreign private issuer if U.S. residents hold more than 50% of its voting securities, if the majority of chief officers are U.S. residents, they hold more than 50% of their assets in the U.S., or if the business is administered primarily in the U.S.
  
  While financial statements do not have to be in accordance with Generally Accepted Accounting Principles (“GAAP”), the company must reconcile its accounts with GAAP. It would behoove a company to initially present its financial statements in accordance with GAAP because potential investors will be able to better understand this format.
  
  It is important to realize that Rule 144 will restrict resale of issued and outstanding securities that have not been registered for resale and have been issued to U.S. persons (the prevailing view is that shares issued by foreign companies to non-U.S. investors will not generally be subject to Rule 144 holding periods). If the foreign company needs to obtain shareholder approval for any reason in connection with the IPO (e.g., to authorize shares for issuance), it may have to grant registration rights to certain large U.S. shareholders in order to secure their consent to the offering.
  
  Because the company and any foreign shareholders will not generally be liable for suit in the United States, the underwriters will want to ensure that they can sue the company and its shareholders. A general requirement is to appoint a CT Corporation to act as resident agent for service of process in the U.S. jurisdiction where lawsuits might be filed.
  
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  Rule 144A: The Basics
  Rule 144A provides a practical alternative for foreign companies desiring to raise capital in the US. Instead of going through the extensive registration process required for public trading, Rule 144A allows private placement and trading among qualified buyers without having to register under the 1933 Securities Act. Afterwards, registration or the passage of time will allow these restricted securities to be traded on US public markets. This alternative form of financing makes US capital much more available to foreign companies and increases the liquidity of the private securities market. Learn all about it in this terrific 4-page dossier
  
  
  
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  Hart Scott Changes Impact FPIs
  The Federal Trade Commission has recently changed the exemption rules for foreign issuers. The rules have been broadened, with the most significant impact being seen on the threshold allowed for exemption, and the change of focus from the nationality of a purchaser in an M&A transaction to the national standing of the acquired assets. The new rules will impact what is reportable under Hart-Scott-Rodino, so make you take advantage of this 5 page white paper to make certain your company is current with these changes.
  
  

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  Changes in Foreign Exemption Rules
  
  The Federal Trade Commission has published new and improved rules exempting certain acquisitions of foreign assets or foreign voting securities from the premerger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act.
  
  These new rules:
  • increase the thresholds for exemption to $50 million, and
  • change the focus of the exemptions from the nationality of the purchaser to whether the acquisition is of foreign assets or foreign voting securities.
  The new rules broaden the previous foreign exemptions such that fewer foreign or mixed, (U.S./foreign), acquisitions will be reportable under HSR.
  
  History of the Changes
  
  On February 1, 2001, the FTC published comprehensive revisions to the rules under HSR, implementing the December 2000 legislative amendments to HSR. These were the first major changes to HSR since its passage in 1976. At the same time, the FTC published proposed rules that would revise the acquisitions of foreign assets and foreign voting securities by U.S. persons and foreign persons, (i.e. existing rules 802.50 and 802.51), to increase the dollar thresholds applicable to foreign acquisitions and otherwise make the foreign exemptions consistent with the December 2000 legislative revisions. The final version of these rules was published on March18, 2002 and became effective on April17, 2002.
  
  Acquisitions of Foreign Assets – Rule 802.50
  
  Under this new rule, an acquisition of assets located outside the United States is exempt unless the foreign assets held as a result of the transaction generated sales in or into the United States exceeding $50 million during the acquired person’s most recently completed fiscal year. Where the $50 million threshold is exceeded, the acquisition of foreign assets is nonetheless exempt if:
  • both the acquiring person and the acquired person are foreign persons
  • the aggregate sales of the acquiring person and the acquired person in or into the United States are less the $110 million in their respective most recently completed fiscal years
  • the aggregate total assets of the acquiring and acquired persons located in the United States, (other than investment assets, voting or non-voting securities of another person and assets included pursuant to 801.40(d)(2) [certain joint venture guarantees and obligations]) are less than $110 million, and
  • the aggregate value of the assets and voting securities to be held as a result of the transaction does not exceed $200 million
  
  
  Additional Notes on Acquisitions of Foreign Assets
  
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  How Can My Company Trade on the US Markets?
  The United States Securities and Exchange Commission (SEC) imposes a significantly reduced regulatory burden on foreign issuers wishing to trade on US markets, compared to US companies. Meaning, filing as a foreign issuer is easier, less time-consuming, and a lot less expensive.
  
  

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  What are the Advantages of Trading as a Foreign Issuer?
  
  The United States Securities and Exchange Commission (SEC) imposes a significantly reduced regulatory burden on foreign issuers wishing to trade on US markets, compared to US companies. Meaning, filing as a foreign issuer is easier, less time-consuming, and a lot less expensive.
  
  For example:
  • No 10-Q’s are required to be filed. Just a Form 20-F as an annual report, not due until 6 months after fiscal year end
  • No 8-K’s are required. However, Form 6-K must be filed for information distributed to shareholders
  • No proxy solicitation Schedule 14A or 14C required.
  • No Forms 3, 4, 5 or 13 D/G required. Insiders not subject to Section 16b short swing profit rules
  • You must provide audited financial statements for the last 3 years, but a balance sheet for the earliest of the 3 years is not required. Audit must be dated within 12 months of filing
  • Interim financials: If the document is dated more than nine months after the end of the last audited financial year, it should contain consolidated interim financial statements, which may be unaudited (in which case that fact should be stated), covering at least the first six months of the financial year
  
  
  Am I a Foreign Issuer as the SEC defines it?
  
  Basically, the SEC has defined “foreign issuer” to prevent a US company from disguising itself as a foreign one. This protects the regulatory exemptions listed above, which assume that the foreign entity is subject to the laws, regulations, and filing requirements of its own country.
  
  Here are the SEC requirements:
  
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  Foreign Issuer BOD & SOX Compliance
  When the Securities and Exchange Commission applied Reg FD to domestic companies only, the international community assumed the SEC set a foregoing precedent indicating blanket exemptions from major U.S. securities changes. Reg FD ("full disclosure") mandates that companies provide information to the public simultaniously with analysts, investors and others. Enter Sarbanes-Oxley...Clearly, foreign companies guessed wrong. What types of new regulation do foreign private issuers face? In this information packed 3 page paper, you'll find a summary as well as a forecast for where the issues will land when the dust settles.
  
  

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  When the Securities and Exchange Commission applied Reg FD to domestic companies only, the international community assumed the SEC set a foregoing precedent indicating blanket exemptions from major U.S. securities changes. Reg FD — for full disclosure — mandates that public companies provide information to the public at the same time it tells analysts, investors and others. Clearly, foreign companies guessed wrong.
  
  The collapse of Enron and the bankruptcies of several major telecom companies, including Global Crossing and WorldCom, with the attendant layoffs of workers and in many cases total losses of their retirement savings, prompted intense Congressional scrutiny of required corporate financial disclosures. The level of Congressional and public scrutiny was already high because of the publicity surrounding the numerous failures of Arthur Andersen LLP to detect major fraud in corporate audits, leading to the virtual collapse of one of the world’s leading auditing firms, which only last year had 85,000 employees operating in 78 countries. In the face of a seriously declining stock market, the SEC proposed regulations requiring enhanced certification of all listed company financial statements by CEOs and CFOs. Congress began holding hearings, and very quickly reported out legislation, almost immediately adopted by the House, and somewhat later by the Senate, expanding on those reporting requirements and adding their applicability to foreign companies.
  
  The passage of the Sarbanes-Oxley Act's requires overseas companies listed on America exchanges to make numerous changes. These changes have caused a commotion non-domestic companies. Sarbanes-Oxley or SOX as it is affectionately known is aimed at cleaning up corporate governance and accounting in the U.S. However, some provisions of Sarbanes-Oxley conflict with the laws of other countries. That likely poses significant problems for foreign private issuers in U.S. markets.
  
  To appease its foreign companies, the SEC has offered a number of limited exemptions or special accommodations to certain provisions of Sarbanes-Oxley, including the attorney conduct rule and the use of non-GAAP financial measures, among others. The real battleground now it appears is over proposed rules on audit committee requirements and other Board related matters. Here is assembled a guide to the critical issues as well as a prognosis of the likely outcome.
  
  The risk if no compromise is found is that foreign companies that trade on U.S. exchanges could delist, while those considering a U.S. listing might wait. This could be significant as at the NYSE alone, 470 non-U.S. companies are listed, with a combined global market cap of $3.8 trillion, or about 30% of the total exchange. If even a fraction of those companies bolted, the impact would be heavy. U.S. investors would have more difficulty investing in foreign companies, and the companies that delist would lose easy access to American capital. This impact doesn’t even account for NASDAQ listings and other over the counter securities.
  
  The likelihood that such a mass exodus may occur is low. Most foreign executives, although paying lip service to the possibility, stress that it's not out of the question but highly unlikely. Two companies of note, Porsche (PSEPF ) in Germany and Daiwa Securities Group Inc. (DSECF ) in Japan, have recently announced delays to their plans for listing on the New York Stock Exchange as a result of Sarbanes-Oxley. But this is hardly enough to constitute of trend.
  
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  Want to know more?

  Download the Package "Foreign Packet" for just $97.00.