16 June 2006

SEC fact sheet on cross-border exchange mergers

The SEC Office of International Affairs and the Divisions of Market Regulation and Corporation Finance released a fact sheet concerning potential cross-border exchange mergers. The SEC wants to ensure that all affected parties clearly understand the regulatory issues created by such mergers.

Particularly, the SEC states that:

cross-border exchange mergers would not result in mandatory registration of a non-U.S. exchange with the SEC, and .

those forms of integration also would not result in the mandatory registration of a non-U.S. exchange’s listed companies with the SEC or the mandatory compliance with the provisions of the federal securities laws, including the Sarbanes-Oxley Act, that would derive from that registration.

joint ownership of a U.S. exchange and a non-US exchange would not result in automatic application of U.S. securities regulation to the listing or trading activities of the non-U.S. exchange.

A non-U.S. exchange would only become subject to U.S. securities laws if that exchange is operating within the U.S., not merely because it is affiliated with a U.S. exchange.

Press release

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