For US purposes, any foreign issuer other than a foreign government, except an issuer where more than 50% of its outstanding voting securities are held directly or through voting trust certificates or depositary receipts by US residents; and any of the following conditions are satisfied:
The majority of the executive officers or directors are US citizens or residents;
More than 50% of the assets of the issuer are located in the US; or
The business of the issuer is administered principally in the US.
(Rule 405, Securities Act of 1933 and Rule 3b-4, Securities Exchange Act of 1934.)
In determining the percentage of shares held by US residents, a company must look through brokers, dealers and nominees located in the US, the UK and, if different, the jurisdiction that is the primary trading market for the shares, by inquiring as to the amount of shares held by those entities for the account of customers resident in the US.
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+foreign private issuer
USA
Any foreign issuer other than a foreign government, except an issuer meeting the following conditions:
• US residents own more than 50% of the issuer's outstanding voting securities; and
• Any of the following:
o the majority of the executive officers or directors are US citizens or residents;
o more than 50% of the issuer's assets are located in the US; or
o the issuer's business is administered principally in the US.
Related terms
Practical Law Dictionary. Glossary of UK, US and international legal terms. www.practicallaw.com. 2010.