June 27, 2005

Making Its List…

When the Commission adopted Exchange Act Rule 12g3-2(b) relating to foreign securities, it indicated that from time to time it would publish lists of foreign issuers that have claimed exemptions from the registration provisions of Section 12(g) of the Act. Last week, the SEC published such a list to “make brokers, dealers, and investors aware” that some form of relatively current information concerning the foreign issuers included in this list is available in the SEC’s public files.

Foreign private issuers with total assets in excess of $10 million and a class of equity securities held of record by 500 or more persons, of which 300 or more reside in the United States, are subject to registration under Section 12(g) of the Exchange Act. Rule 12g3-2(b) provides an exemption from registration under Section 12(g) with respect to a foreign private issuer that submits to the SEC, on a current basis, the material required by the rule.

Amended Circular 230 In Effect

In an effort to “improve ethical standards for tax professionals and to curb abusive tax avoidance transactions,” the Treasury Department and the IRS revised their Circular 230, which took effect on June 21. Circular 230 is applicable to attorneys, accountants and other tax professionals who practice before the IRS. The revisions to Circular 230 provide standards of practice for written advice that reflect current best practices and are intended to restore and maintain public confidence in tax professionals. As a result of the new regulations, expect to see tax practitioners including a disclaimer in most written communications (including email!) to clients to the effect that any tax advice provided in such communication may not be relied on by a taxpayer to avoid penalties.

See law firm memos on this topic here.

Most Recent Monthly Columns on

Steve Glover has posted his monthly column on on the how’s and why’s of spin-offs and related transactions. This month’s submission covers split-up transactions.

Gary Lawrence’s monthly column on covers the practical aspects of conducting due diligence for business transactions. This month, he addresses due diligence and Section 11 issues.

-Posted by Julie Hoffman