Chapter 7: The US Sarbanes-Oxley Act of 2002
SUPPLEMENT - SECURITIES OFFERINGS AND LISTINGS IN THE US: AN OVERVIEW FOR NON-US ISSUERS (2007 UPDATE) - March 01, 2007
Who is subject to Sarbanes-Oxley?
The Sarbanes-Oxley Act applies to all issuers (including foreign private issuers) that:
have registered securities under the US Securities Exchange Act 1934, as amended (the Exchange Act);
are required to file reports under Section 15(d) of the Exchange Act; or
have filed a registration statement under US Securities Act 1933, as amended (the Securities Act), that has not yet become effective.[467]
This means, for example, that any foreign private issuer that has listed its securities in the US, or issued securities to the public in the US whether or not listed (such as in a registered exchange offer for high-yield bonds) is subject to the Sarbanes-Oxley Act. A foreign private issuer, however, that has not sold securities to the public in the US, or that is exempt from Exchange Act registration by virtue of Exchange Act Rule 12g3-2(b) is not subject to the requirements of the Sarbanes-Oxley Act....
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