The staff of the SEC issued two useful publications this week.
The first publication “Accessing the U.S. Capital Markets – A Brief Overview for Foreign Private Issuers” summarizes federal securities law and additional issues applicable to foreign private issuers wishing to access the U.S. capital markets. More specifically, the publication discusses the following matters: qualification as a foreign private issuer; registration and ongoing reporting obligations; exemptions from Securities Act registration (private and limited offerings, offshore sales and resales of restricted securities) and using American Depositary Receipts.
The second publication outlines the staff’s examination priorities for 2013. Such publication first reveals issues that the staff has identified that span the entire market, including: fraud detection and prevention; corporate governance and enterprise risk management; conflicts of interest and technology controls. In addition, the publication discusses priorities related to particular businesses, including: investment advisers and investment companies; broker-dealers; clearing and transfer agents and market oversight. It should be noted that the priorities identified by the staff are not exhaustive, as the staff will conduct examinations in 2013 focused on risks, issues, and policy matters that are not set forth in the examination priorities publication.
