Title

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

Created date

5/20/2020

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 ("FPI") involving the issuance of securities. This memorandum discusses how Rule 802 and the Securities Act apply to Japanese mergers, share exchanges and similar stock-for-stock business combination transactions.