Title

Amendments to Rule 12g3-2(b): The Foreign Private Issuer Exemption
Client Memorandum

Created date

10/5/2008

Effective October 10, 2008, the U.S. Securities and Exchange Commission (the “SEC”) will amend Rule 12g3-2(b) (the “Amendments”)1 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) in a manner that significantly changes how a foreign private issuer (“FPI”)2 establishes and maintains an exemption pursuant to that rule. This memorandum discusses the Amendments. We note that this memorandum does not discuss the application of Rule 12g3-2(b) to FPIs that are claiming the exemption thereunder in connection with, or following, a recent Exchange Act deregistration. The exemption may apply differently in those circumstances.