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Shareholders who acquire beneficial ownership of more than 5% of a class of equity securities registered under the Exchange Act (a registered equity class) become subject to certain filing obligations with the SEC.[677] In particular, the shareholder must file with the SEC (and send to the issuer of the securities by registered or certified mail) a statement on Schedule 13D or (if they are eligible) a short-form statement on Schedule 13G.[678]

Tender offers, exchange offers and business combinations involving a non-US target with US securities holders potentially trigger a variety of provisions of the US federal securities laws.[696] Depending principally on the level of US ownership of the target, certain exemptions from this regulatory scheme (known as the Tier I and Tier II exemptions) may be available.[697] We summarize below the requirements and scope of the Tier I and Tier II exemptions, as well as the related exemption from Rule 14e-5.

The regime governing communications during public securities offerings in the US Section 5(c) of the Securities Act prohibits all "offers", in whatever form, prior to the filing of a registration statement. The term offer is interpreted broadly.

General As discussed above, the process of registering a securities transaction generally requires a foreign private issuer to meet specific disclosure and financial statement requirements and to undergo the SEC review process. By contrast, unregistered transactions are typically less complex and time-consuming to execute. Many foreign private issuers accordingly choose to structure securities offerings in the US to take advantage of available exemptions from registration.

On June 29 2006, the National Assembly passed the Law on Real Estate Businesses, which then came into force on January 1 2007.

Equity Steel producer Grupo Simec has completed a $217 million SEC registered secondary offering and a Mexican public offering. The offering is the first of its type by a Mexican issuer in 2007. Thacher Proffitt & Wood acted for Grupo Simec and Milbank Tweed Hadley & McCloy, led by partners Michael Fitzgerald and Taisa Markus, represented underwriter Citigroup on the deal. The success of the offering reflected the premium placed on Mexican manufacturing companies that service the North American Free Trade Area.

In order to transpose and implement Directive 2006/48/EC from the European Parliament and Council relating to credit institutions, and Directive 2006/49/EC on the capital adequacy of investment firms and credit institutions, the Romanian government issued Ordinance 99/2006 on credit institutions and capital adequacy (GO 99/2006), which entered into force on January 1 2007.

In January 2007 the Polish Government proposed an amendment to the Registered Pledge and Pledges Registry Act (in force from January 1 1998).

In June 2003 the Swedish Parliament adopted changes to the Swedish insolvency legislation and the Swedish Floating Charges Act (Old Act).

On January 29 2007, the Ministry of Finance and Economy (MOFE) in Korea announced a proposed amendment to the regulations under the Credit Guarantee Fund Act, the Technology Credit Guarantee Fund Act and the Agricultural and Fisheries Business Credit Guarantee Act.