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C. Rules 801 and 802
us SEC - C&DI - Proxy Rules and Schedules
Question 1
Q: Are Rules 801 and 802 available when there are no U.S. security holders of the issuer (in a rights offering) or subject company (in an exchange offer or business combination), or the offer is not extended to U.S. security holders?
A: No. See General Note 2 to Rules 800, 801 and 802. These exemptions are intended to create an incentive to include U.S. security holders, not to provide an exemption for offerings made only to foreign security holders. [Superseded]
Question 2
Q: Rule 801 and 802 are conditioned on including a legend advising security holders of the difficulties associated with enforcing claims that may arise under the federal securities laws because the issuer is located in a foreign country and some or all of its officers and directors may be residents of a foreign country. If the offeror relying on Rule 801 or 802 is a U.S. company with officers and directors resident in the United States, must the legend be included verbatim even though it is technically not applicable?
A: No. An offeror relying on Rule 801 or 802 that is a domestic issuer incorporated in the United States may tailor the legend so that it is not confusing or misleading. If there are no risks associated with enforcing claims under the federal securities laws against the offeror in the United States, then the legend need not advise security holders of this risk. [Superseded]
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