Rule 802 and Application of U.S. Securities Laws to Japanese Business Combination Transactions
Client Memorandum

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Rule 802 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), provides an exemption from the registration requirements of the Securities Act for certain cross-border exchange offers and business combinations by foreign private issuers involving the issuance of securities. This memorandum discusses how Rule 802 and the Securities Act apply to Japanese mergers, share exchanges and similar business combination transactions. This memorandum does not discuss considerations relevant to a rights offering, exchange offer or tender offer. In this memorandum, we assume that the companies merging or consolidating in the business combination transactions are Japanese corporations that qualify as “foreign private issuers”.

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