U.S. Legal Considerations Affecting Global Offerings of Shares in Foreign Companies

Braverman, Daniel A. | January 1, 1996

The 1980s witnessed the emergence of so-called “global” equity offerings as part of the increasing internationalization of the world’s capital markets. An equity offering can be said to be “global” when it involves simultaneous offerings of shares in a number of countries, one or more of which may be made to the public in accordance with the regulations of national markets. The capital markets of the United States can be included in a global equity offering in one of two ways: (1) shares may be offered to the public in accordance with the registration and disclosure requirements of the U.S. Securities Act of 19331 (Securities Act) and the regulations of the Securities and Ex- change Commission (SEC) thereunder; or (2) shares may be offered on a more limited basis in accordance with Rule 144A2 under the Se- curities Act or pursuant to traditional private placement procedures.