Can a Foreign Issuer Participate and Present in Meetings with the Investment Community in the United States?
As long as a foreign issuer is careful that no activities will constitute an offer or a sale of its securities under U.S. securities laws, it may present to the U.S. investment community. An offer is defined very broadly, and includes every attempt to offer or sell, or solicitation of an offer to buy, securities of the issuer. Publicity that may be deemed to condition the market or arouse interest in the securities may also be considered an offer of the securities, especially if done with the issuer’s participation or cooperation.
Generally, foreign issuers with no tradeable securities in U.S. markets will not be deemed to be making an offer in the United States, absent targeted deliberate sales efforts. If the activities of the foreign issuer are deemed to constitute an offer or a sale of the issuer’s securities, the issuer may be in violation of U.S. securities laws that govern how offers and sales of securities may be made in the United States.
Accordingly, foreign issuers must exercise great caution in participating and speaking at industry meetings, investor conferences or trade shows, or in handing out written materials about the company. They must insure those activities and interactions do not constitute an offer to sell or the solicitation of an offer to buy the securities of the issuer.
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