The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Thu, 07 May 2026 11:32:12 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Non-U.S. Issuer IPOs Will Face Greater Public Disclosure – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Non-U.S. Issuer IPOs Will Face Greater Public Disclosure https://corpgov.law.harvard.edu/2011/12/15/non-u-s-issuer-ipos-will-face-greater-public-disclosure/?utm_source=rss&utm_medium=rss&utm_campaign=non-u-s-issuer-ipos-will-face-greater-public-disclosure https://corpgov.law.harvard.edu/2011/12/15/non-u-s-issuer-ipos-will-face-greater-public-disclosure/#comments Thu, 15 Dec 2011 14:42:34 +0000 http://blogs.law.harvard.edu/corpgov/?p=24262?d=20111215094234EST Editor’s Note: Richard J. Sandler is a partner at Davis Polk & Wardwell LLP and co-head of the firm’s global corporate governance group. This post is based on a Davis Polk client update.

The SEC staff has traditionally allowed non-U.S. issuers to file IPO or other first-time registration statements on a “draft” non-public basis, enabling them to avoid the scrutiny associated with a public EDGAR filing. The staff significantly limited this accommodation today.

Beginning December 8, 2011, the staff will review initial registration statements of non-U.S. issuers that are submitted on a non-public basis only where the registrant is:

  • 1. a foreign government registering its debt securities;
  • 2. a foreign private issuer that is listed or is concurrently listing its securities on a non-U.S. securities exchange;
  • 3. a foreign private issuer that is being privatized by a foreign government; or
  • 4. a foreign private issuer that can demonstrate that the public filing of an initial registration statement would conflict with the law of an applicable foreign jurisdiction.

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