Effects of the JOBS Act, Recent Developments Under Dodd-Frank and Other Recent Regulation and Judicial Decisions Affecting Foreign Private Issuers

In response to a sluggish economy, the Jumpstart Our Business Startups Act (JOBS Act) of April 12, 2012, has brought about many, arguably more favorable, legal changes for “foreign private issuers” (FPIs). Although not intentionally targeting FPIs, the JOBS Act contains several provisions of which FPIs may take advantage. The most significant involve the registration and disclosure requirements around raising capital and conducting public and private offerings as well as ongoing reporting and compliance.

Earlier, as a reaction to the financial crisis of 2008 and perceptions of widespread financial corruption, manipulation and global systemic risk, the sweeping Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was signed into law on July 21, 2010 and for the most part added new liabilities and requirements to capital raising and public company compliance. Three years after enactment, many regulations have been implemented and even prosecuted while others still have yet to be proposed. Although domestic financial institutions are the obvious target, Dodd-Frank’s far reaching effects touch FPIs in significant ways.

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