US Securities Exchange Act: Amended Rule 12g3 -2(b) and ADR Programs
February, 2009
In August 2008, the US Securities and Exchange Commission adopted various amendments (2008 Amendments) to longstanding Rule 12g3-2(b) under the US Securities Exchange Act of 1934. The 2008 Amendments, which became effective in October 2008, automatically exempt thousands of non-US companies from registration under the Exchange Act and, as a result, from the Sarbanes-Oxley Act of 2002. They also change the manner in which companies must comply with the Rule. Widely held non-US companies that have not done so should immediately review their Exchange Act registration status, their status under the Rule, their existing disclosure procedures and their American Depositary Receipt trading status.
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