HOUSTON – Brian Rose and Allison Pearce have joined Troutman Pepper Locke’s Private Equity and Investment Funds Practice Group as partners in the Houston office. Their additions will bolster the firm’s already robust private equity practice.
Rose and Pearce join Troutman Pepper Locke from Porter Hedges. Their practices focus on private equity investments and mergers and acquisitions. Additionally, they are skilled in advising lenders and borrowers on various debt facilities, including small business investment company (SBIC) transactions of debt and growth equity capital. Their backgrounds enable them to provide comprehensive legal solutions across diverse industries, including industrials, manufacturing, and oilfield services.
“Brian and Allison have outstanding reputations and track records of building enduring client relationships and managing high-performing teams on complex transactional matters,” said Paul Mahoney, leader of the firm’s Private Equity and Investment Funds Practice. “Their additions, on the heels of Ben Mittman rejoining the firm last month, underscore the firm’s commitment to attracting top-tier talent to deepen our capabilities and expand our reach in private equity’s middle market, in Texas and other areas of strategic focus. We are thrilled to welcome Brian and Allison to Troutman Pepper Locke.”
Rose has a dynamic and unique practice that includes a mix of private equity investments, mergers and acquisitions, and debt financings. He regularly advises on the acquisition and sale of private companies for private equity firms and their portfolio companies. In the debt space, Rose guides lenders and borrowers on credit agreements and SBIC investments. He also supports entrepreneurs and startups with equity raises and corporate matters, focusing on industries like manufacturing, industrials, oilfield services, renewables, engineering, and technology. Before his legal career, Rose served as a management consultant and advised Fortune 500 clients on the design and implementation of data-driven marketing strategies.
Pearce focuses her practice on representing private companies in mergers and acquisitions, limited liability company formations, and private equity investments. She also regularly advises lenders and borrowers in negotiating senior secured, mezzanine, and subordinated debt facilities, as well as SBIC investments of long-term debt and growth equity capital in eligible small businesses. Pearce represents clients in a variety of industries, including the manufacturing, industrials, upstream and midstream energy, oilfield services, and consumer products sectors. She also serves on the board of directors of the Association for Corporate Growth Houston chapter and is a Houston Bar Association Mergers and Acquisitions Section council member.
“Brian and Allison are proven leaders whose strategic vision and deep regional connections will greatly benefit Troutman Pepper Locke,” said Laura Edrington, Houston office managing partner. “Their collaborative approaches and outstanding reputations among clients align very well with our culture in the Houston office and firmwide.”
“The firm’s strong reputation in middle market private equity was a major draw for us; we see the move as adding significant value for our clients,” remarked Rose.
“This move allows us to expand our book of business, share knowledge, and access a deeper bench for both professional and business development. We are eager to utilize the firm’s impressive national platform to enhance our impact in the industry and to help serve our clients,” added Pearce.
Consistently recognized as a top-tier practice, Troutman Pepper Locke’s corporate attorneys regularly handle middle market transactions for private equity clients alongside strategic deals for Fortune 100 corporations. Core areas of service include mergers and acquisitions, corporate finance, corporate governance, securities laws compliance, capital markets transactions, and other significant domestic and cross-border transactions, as well as general corporate counseling. The firm has a strong focus in the private equity and private fund services space, advising clients on matters including fund formation, growth equity investments, leveraged buyouts, recapitalizations, and exit transactions.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
Troutman Pepper Locke and 13 attorneys have been recognized in the IAM Patent 1000 2025, a guide that spotlights firms and individuals that are deemed outstanding in the area of patent law. The annual guide notes, following the combination of Locke Lord and Troutman Pepper, “Troutman Pepper Locke remains a top choice for patent services, with its standout IP practice within a global full-service firm.”
Firm Rankings
United States: Georgia – Bronze – Firms: Litigation
United States: Georgia – Recommended – Firms: Prosecution
United States: Illinois – Bronze – Firms: Litigation
United States: National – Recommended – Firms: Trade Secret Litigation
United States: New York – Bronze – Firms: Litigation
Attorney Rankings
Charles Baker (United States: Texas – Individuals: Litigation – Bronze)
William Belanger (United States: Massachusetts – Individuals: Litigation – Bronze)
Alan Clement (United States: New York – Individuals: Litigation – Bronze)
Peter Fill (United States: New York – Individuals: Litigation – Bronze; United States: New York – Individuals: Prosecution – Recommended)
Christopher Forstner (United States: D.C. Metro Area – Individuals: Prosecution – Recommended)
Mark Hannemann (United States: New York – Individuals: Litigation – Silver)
Puja Patel Lea (United States: Georgia – Individuals: Litigation – Silver)
Charles Phipps (United States: National – Individuals: Trade Secret Litigation – Recommended)
Jim Schutz (United States: Georgia – Individuals: Prosecution – Recommended)
Gwendolyn Tawresey (United States: Massachusetts – Individuals: Litigation – Bronze)
Tate Tischner (United States: New York – Individuals: Prosecution – Recommended)
Steven Trybus (United States: National – Individuals: Court of Appeals for the Federal Circuit– Recommended; United States: Illinois – Individuals: Litigation – Silver)
Tim Xia (United States: Georgia – Individuals: Prosecution and Transactions – Recommended)
The IAM Patent 1000 seeks to identify world-class, private practice patent experience. The report is compiled after an extensive, five-month research process. The latest edition involved 1,800 interviews with industry specialists around the world. Only those identified by market sources for their exceptional skillsets and profound insights into patent matters feature in the directory.
Troutman Pepper Locke’s Intellectual Property Practice develops and implements global protection and commercialization strategies for clients with intellectual property assets in virtually all industry areas. The firm’s forward-thinking, proactive strategies help clients mitigate risk while maximizing protection and value. With resources around the world, including an office in London, its team of attorneys, patent agents, and other professionals offer comprehensive advice on the development, acquisition, management, and monetization of intellectual property.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
NEW YORK – Troutman Pepper Locke, a national law firm with more than 1,600 attorneys across 32 U.S. offices, achieved 97 national and statewide practice area rankings in the latest edition of Chambers USA released today. View all firm rankings.
This year’s guide also recognized the firm’s attorneys with 243 individual rankings. The firm has numerous top-tier Band 1 rankings, including 19 practice areas and 46 attorney rankings.
Troutman Pepper Locke achieved nationwide recognition in 21 practice areas:
- Construction
- E-Discovery & Information Governance
- Employee Benefits & Executive Compensation
- Energy Transition
- Energy: Electricity (Regulatory & Litigation)
- Energy: Oil & Gas (Regulatory & Litigation)
- Energy: Oil & Gas (Transactional)
- Environment
- Financial Services Regulation: Banking (Compliance)
- Financial Services Regulation: Consumer Finance (Compliance)
- Financial Services Regulation: Consumer Finance (Enforcement & Investigations)
- Financial Services Regulation: Consumer Finance (Litigation)
- Financial Services Regulation: Financial Institutions M&A
- Insurance: Dispute Resolution: Insurer
- Privacy & Data Security: Highly Regarded
- Product Liability & Mass Torts: The Elite
- Projects: Renewables & Alternative Energy
- Public Finance
- REITs
- Startups & Emerging Companies
- State Attorneys General
Chambers & Partners has been ranking lawyers across all industries since 1990. Chambers USA: America’s Leading Lawyers for Business surveys and interviews clients and lawyers across the United States to determine which firms and lawyers are considered leaders in their field. Rankings assess key qualities in the legal field, including technical legal ability, professional conduct, client service, commercial awareness/astuteness, diligence, and commitment.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
Troutman Pepper Locke’s market-leading Construction Practice Group has once again been recognized in Construction Executive’s Top 50 Law Firm rankings, ascending from No. 6 in 2024 to No. 5 in 2025. The rankings are determined by surveying more than 600 U.S. construction law firms and using an algorithm to weigh the data. The data gathered includes construction practice revenue, number of attorneys, year established, total clients served in 2024, and geographic reach, among other criteria. For more information, see the full rankings.
“Achieving a top five ranking in Construction Executive’s Top 50 Law Firms list is a testament to the dedication and widespread capabilities of our practice,” said Mike Subak, who leads the firm’s Construction Practice Group. “This recognition reflects our unwavering commitment to delivering exceptional legal services in the construction industry, tackling some of the most complex and high-stakes projects globally. We are proud to be acknowledged among the elite firms and remain steadfast in our pursuit of excellence and innovation in construction law.”
Troutman Pepper Locke’s Construction Practice Group is comprised of more than 50 attorneys solely focused on the construction industry, and counsels clients on some of the largest, most sophisticated construction projects in the world. It is among the leading firms in total number of complex disputes tried and won in federal and state courts nationwide and arbitration forums domestic and international. Projects have included airport terminals, complex high rises, commercial office buildings, warehouse spaces, universities, medical buildings, stadia, wind and solar energy-related projects, and high-dollar international projects. The practice has been nationally recognized by Chambers, Best Law Firms®, and local publications across the country.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
DALLAS – Isreal Miller, an attorney in Troutman Pepper Locke’s Tax and Benefits Practice Group, has been named president of TXCPA Dallas, a chapter of the Texas Society of Certified Public Accountants. TXCPA Dallas’ executive board members are elected from among the members and are responsible for governing the chapter.
Miller is board certified in tax law and estate planning and probate law by the Texas Board of Legal Specialization, a CPA, Certified Financial Planner™ practitioner, and Personal Financial Specialist. Before going into private practice, he served for five years as a trial attorney for the Texas Comptroller of Public Accounts, where he handled more than 1,700 cases, including more than 850 cases litigated at the State Office of Administrative Hearings. Miller has extensive experience collaborating with taxpayers, taxpayer representatives, auditors, and other agency personnel to resolve disputed state tax issues and claims related to Texas franchise tax and sales and use tax. He also has experience handling unclaimed property claims and holder reports.
The Texas Society of CPAs is a trusted professional community of approximately 6,000 members in North Texas. The TXCPA Dallas chapter offers resources, education, and professional development to assist its members’ career growth. Its members are highly trained strategic advisors and civic leaders who are respected in their communities.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
PROVIDENCE – Five Troutman Pepper Locke Providence lawyers were selected as 2025 Rhode Island Monthly Professional Excellence in Law honorees. Honorees are nominated and chosen by their peers, exemplifying the leading local lawyers in their areas of practice. They are:
- Joseph A. Farside Jr. – Antitrust Law
- Douglas G. Gray – Business Law
- Kathrine Morin – Business Law
- Charles F. Rogers – Real Estate
- Eugene W. McDermott Jr. – Securities Law
For more information, see the full list of honorees.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
CHICAGO – Michael Barnicle has joined Troutman Pepper Locke as a partner and will lead the firm’s Government Contracts practice. His extensive experience and unique background in government contracting, national security, international trade, and cybersecurity matters will significantly expand the services the firm can provide to its government contractors.
Barnicle, who was a partner at Arnold & Porter, represents federal government contractors relative to aerospace, national defense, homeland security, cybersecurity, information security, legislative affairs, foreign military sales, and global commerce matters. He assists clients throughout the U.S., Europe, Africa, Asia, and the Middle East.
“Michael’s many years of experience as an attorney with the Judge Advocate Generals Corps advising the Army on government contracting matters provides him with a unique perspective that will be invaluable to our clients,” said Hilary Cairnie, current leader of the firm’s Government Contracts Practice Group. “His arrival represents a significant milestone in the firm’s strategy to expand the breadth and depth of our capabilities to represent our clients doing business with federal, state, and local government agencies and supporting other entities that service the government marketplace.”
Barnicle’s experience includes assisting clients with all aspects of the Federal Acquisition Regulation, contract-related statutes, and federal agency policies involving services and supplies vital to national defense and infrastructure. He handles complex, high-stakes bid protests and contract appeals cases. Barnicle also represents government contractors before federal agencies and various federal district courts throughout the country. He also represents government contractors in corporate transactional matters, as well as oversees and implements various government contract compliance audits, systems, and investigations.
Andrea Verney Kerstein, managing partner of Troutman Pepper Locke’s Chicago office, added, “Michael is a tremendous addition to the Chicago office and the firm. His complex litigation experience will be instrumental in expanding our government contracts practice and enhancing the firm’s capabilities and market presence.”
Prior to entering private practice, Barnicle served as a government contracts attorney in the U.S. Army Judge Advocate General’s (JAG) Corps, which included a combat tour in Iraq as a strategic legal advisor to senior military and other government officials. Previously, he served as chair of the government contracts and international trade group at Duane Morris.
Barnicle is a frequent speaker on various aspects of federal government contracting at the request of federal government agencies. He is also very active in and provides pro bono services to the military veterans community. In 2007, Barnicle founded the John Marshall Law School Veterans Legal Support Center and Clinic in Chicago.
Barnicle earned his J.D. from the John Marshall Law School and his B.A. from the University of Kansas.
“Government contracting has been my focus since I started practicing law. I am excited to bring my experience and knowledge to Troutman Pepper Locke to help grow the practice with such a high-caliber team,” said Barnicle.
Troutman Pepper Locke’s Government Contracts Practice Group routinely represents and assists clients in connection with audits, regulatory and compliance counseling, merger and acquisition assessments, procurement protests, claims litigation and alternative dispute resolution, intellectual property matters, cybersecurity, data privacy, security clearances and appeals, research and development, cooperative research and development agreements, grants, cooperative agreements, and other transaction agreements. The team’s goal is to provide each client with top-quality, efficient, and practical legal advice to help ensure that all elements of a client’s business satisfy applicable contracting requirements.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
DALLAS – Troutman Pepper Locke secured a jury verdict exceeding $67 million in a breach of contract dispute related to the loss of a 640-acre oil and gas lease in the Permian Basin in West Texas. This victory comes after more than seven years of litigation, including a pivotal appearance before the Texas Supreme Court in which the firm secured a favorable ruling. With accrued interest, the judgment is expected to surpass $90 million.
Troutman Pepper Locke’s Scott Hastings led the trial and appellate team, which included Matt Hansen, Chase Cobb, and Tom Loose, as well as Richard Abernathy and Charles Crawford from Abernathy, Roeder, Boyd & Hullett. Loose provided crucial appellate support, contributing to the prior 9-0 victory in the Texas Supreme Court.
Troutman Pepper Locke’s Business Litigation Practice has a successful track record defending and prosecuting high-stakes commercial matters in federal, state, trial, and appellate courts throughout the U.S. The team handles complex multidistrict cases, class actions, and single-case litigations, representing both mid-market companies and Fortune 500 industry leaders. Additionally, Troutman Pepper Locke represents clients before administrative boards, government agencies, and domestic and international alternative dispute tribunals.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
Troutman Pepper Locke was named “Best of the Best in LinkedIn Performance” by BTI Consulting Group in its most recent report, which highlights law firms outperforming all others utilizing the social network.
To collect the data, BTI examined and mined data from more than 200 law firms’ LinkedIn pages during the past two years. The research found that the leading 30 firms demonstrate that effective LinkedIn engagement hinges on producing compelling content, building a strong digital distribution framework, and partner support.
The firm is ranked as a leader in the industry and delivers on key metrics, including:
- Follower growth
- Engagement levels
- Posting cadence
- Touch points per partner
According to BTI, 84 percent of corporate clients incorporate LinkedIn into their daily lives and use the platform for meeting, hiring, and evaluating. This recognition highlights Troutman Pepper Locke’s continued commitment to delivering value through client-centered excellence — in this case, sharing timely, relevant content accessible to them in one convenient place.
Troutman Pepper Locke
Troutman Pepper Locke helps clients solve complex legal challenges and achieve their business goals in an ever-changing global economy. With more than 1,600 attorneys in 30+ offices, the firm serves clients in all major industry sectors, with particular depth in energy, financial services, health care and life sciences, insurance and reinsurance, private equity, and real estate. Learn more at troutman.com.
For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers filing periodic reports with the SEC must at least annually assess their status to determine which SEC requirements are applicable to them. This alert explores these various SEC statuses applicable to foreign private issuers.
Assessing Status as a Foreign Private Issuer
Foreign private issuers enjoy the benefits of significant disclosure accommodations under U.S. federal securities laws. The determination of whether an issuer satisfies the definition of “foreign private issuer” (FPI) must be made annually on the last business day of an issuer’s second fiscal quarter (the last business day in June for issuers with a December 31 fiscal year end). For more information on assessing FPI status, see our alert detailing how to perform this important assessment.
Qualifying as an Emerging Growth Company
Scaled SEC disclosure accommodations are also available to issuers that are emerging growth companies (EGCs). One of the most significant of these accommodations exempts EGCs from the requirement to provide the burdensome annual auditor attestation of the issuer’s management’s report on internal control over financial reporting under the Sarbanes-Oxley Act of 2002, as amended (SOX). In addition, EGCs may defer compliance with certain changes in accounting standards. FPIs are permitted to take advantage of the disclosure accommodations available to EGCs.
An issuer qualifies as an EGC if it has total annual gross revenues of less than US$1.235 billion (periodically adjusted for inflation) during its most recently completed fiscal year end, and as of December 8, 2011, had not sold common equity securities under a registration statement filed under the Securities Act of 1933, as amended (Securities Act). However, an issuer of equity securities cannot retain EGC status indefinitely. An issuer may retain EGC status for the first five years after completing its first U.S. equity offering, with the status being lost on the last day of the issuer’s fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective Securities Act registration statement. Additionally, EGC status will be retained until the earliest of (1) the last day of the fiscal year in which the issuer has annual gross revenues exceeding US$1.235 billion (periodically adjusted for inflation), (2) the date on which the issuer issues more than US$1 billion in nonconvertible debt securities during the previous three years, (3) the date on which the issuer becomes a “large accelerated filer” (see “Determining SEC Accelerated Filing Status” below for more details), and (4) the last day of the fiscal year after the 5th anniversary of the date of the first sale of common equity securities under an effective Securities Act registration statement. Once EGC status is lost, it cannot be regained while an issuer is an SEC reporting issuer.
Determining SEC Accelerated Filing Status
With certain limited exceptions, all SEC reporting issuers, including FPIs, have a filing status based on the size of an issuer’s public float[1]. These categories include non-accelerated filer, accelerated filer, and large accelerated filer. Upon their initial registration of securities with the SEC, all issuers are classified as non-accelerated filers, as a 12-month reporting history and at least one annual report is required to be an accelerated or large accelerated filer. After the first 12 months of reporting history and first annual report, an issuer must make its initial assessment as to its filing status.
The following table sets forth the relationship between filing status and an issuer’s public float:
Determining SEC Accelerated Filing Status(For issuers for whom the revenue tests for smaller reporting companies are unavailable.) | |
|
Status |
Public Float |
|
Non-accelerated filer |
Less than US$75 million (an issuer that does not meet the definition of accelerated filer or large accelerated filer) |
|
Accelerated filer |
US$75 million or more, but less than US$700 million |
|
Large accelerated filer |
US$700 million or more |
FPIs must make this assessment for the coming fiscal year based on the issuer’s public float as of the last business day of the most recently completed second fiscal quarter. For example, for fiscal year 2025, an issuer with a December 31 fiscal year end would determine its accelerated status based on its public float as of June 28, 2024, the last business day of the most recently completed second fiscal quarter.
For an FPI, the principal consequence of an issuer’s filing status is that non-accelerated filers are not required to provide the SOX-mandated annual auditor attestation on management’s report on the issuer’s internal control over financial reporting. An FPI that is an accelerated filer or a large accelerated filer must provide such disclosure, unless such an issuer is also an EGC or another exemption is potentially available to it.
Generally speaking, once an issuer determines its filing status, it will retain that status until it determines at a future status assessment that its public float meets the thresholds set out below.
Determining SEC Accelerated Status After Initial Assessment(For issuers for whom the revenue tests for smaller reporting companies are unavailable.) | ||
Initial Assessment | Subsequent Public Float | Subsequent Status |
Large accelerated filer | US$560 million or more | Large accelerated filer |
Less than US$560 million, but US$60 million or more | Accelerated filer | |
Less than US$60 million | Non-accelerated filer | |
Accelerated filer | US$700 million or more | Large accelerated filer |
Less than US$700 million but US$60 million or more | Accelerated filer | |
Less than US$60 million | Non-accelerated filer | |
Non-accelerated filer | US$700 million or more | Large accelerated filer |
Less than US$700 million, but US$75 million or more | Accelerated filer | |
Less than US$75 million | Non-accelerated filer | |
Evaluating MJDS Eligibility
For Canadian issuers, another status to track is eligibility for the SEC’s multijurisdictional disclosure system (MJDS). The MJDS allows eligible Canadian issuers to register securities and make regular disclosures using materials mostly prepared according to Canadian requirements. Eligible issuers can use the Form F-10 securities registration statement and the Form 40-F annual report, both of which largely serve to “wrap” their Canadian disclosures under an SEC submission.
To be eligible to use the MJDS, an issuer generally must:
- Be incorporated or organized under the laws of Canada or any Canadian province or territory;
- Be a foreign private issuer;
- Have been reporting for the preceding 12 months with Canadian securities regulatory authorities;
- Be currently in compliance with such reporting obligations; and
- Have an aggregate market value of the public float of its outstanding equity shares of at least US$75 million.
Eligibility to use the MJDS Forms F-10 and 40-F must be determined based on the public float in the issuer’s principal market[2] for such shares within 60 days prior to the date of the filing. That is, so long as the issuer’s public float is more than US$75 million as of any date within 60 days of the filing of the Form F-10 or Form 40-F, such forms may be used.
Substantial US Market Interest
Whether an FPI has substantial U.S. market interest (SUSMI) will affect the way in which a securities offering can be made outside the U.S. in reliance on Regulation S under the Securities Act.
SUSMI for an issuer’s equity securities[3] occurs if, during the issuer’s past fiscal year, one of the following two criteria is met:
- The U.S. securities exchanges and inter-dealer quotation systems constituted, in the aggregate, the largest market for the securities; or
- Twenty percent or more of all trading in the securities took place via the U.S. securities exchanges and inter-dealer quotation systems and less than 55% of all trading in the securities took place via another country’s securities markets.
If an FPI has SUSMI, certain requirements apply to offers and sales of securities of that FPI that are made outside the U.S., which include the requirement to observe a specified distribution compliance period following the offering during which the securities must not be offered or sold to a U.S. person or for the account or benefit of a U.S. person (other than a distributor). This situation may also potentially impact the manner in which an underwriter or placement agent for an offering of securities for such issuer may be able to or willing to conduct an offering of securities for such issuer as well.
Conclusion
Should you require any assistance in assessing your SEC status under any of the rules applicable to foreign private issuers, please contact Thomas Rose, Shona Smith, or Nicole Edmonds.
[1] “Public float” means the aggregate worldwide market value of the issuer’s voting and non-voting common equity held by non-affiliates. An affiliate is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer. In determining SEC accelerated filing status, “affiliates” typically includes an issuer’s executive officers, directors, and shareholders owning 10% or more of the issuer’s common equity. Public float is measured as of the last business day of the issuer’s most recently completed second fiscal quarter and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by nonaffiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity.
[2] Determining “public float” for purposes of determining MJDS eligibility is different than for determining SEC accelerated filing status. For MJDS eligibility “public float” is the aggregate market value held by anyone who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the issuer’s outstanding equity shares. The determination of an issuer’s affiliates shall be made as of the end of the issuer’s most recent fiscal year. The market value of the public float is computed by use of the price at which such shares were last sold, or the average of the bid and asked price of such shares, in the principal market for such shares as of any one date within 60 days prior to the filing date.
[3] “Substantial U.S. market interest” exists for an issuer’s debt securities occurs if:
- the issuer’s debt securities are held of record by 300 or more U.S. persons;
- US$1 billion or more of the outstanding principal amount of the issuer’s debt securities are held of record by U.S. persons; or
- 20% or more of the outstanding principal amount of the issuer’s debt securities are held of record by U.S. persons.




