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On September 25, 2001, the United States Securities and Exchange Commission proposed amendments to the Commission’s rules governing electronic filings that will require foreign private issuers and foreign governments to file their Securities Act and Exchange Act documents electronically through the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) System. SEC Release No. 33-8016 (Sept. 25, 2001). A “foreign private issuer” is defined generally as an entity (other than a foreign government) that is incorporated or organized under the laws of a foreign country, unless (1) more than fifty percent of the outstanding voting securities of the entity are owned directly or indirectly by U.S. residents; and (2)(A) the majority of the entity’s executive officers or directors are U.S. citizens or residents, (B) more than fifty percent of the entity’s assets are located in the United States or (C) the entity’s business is administered principally in the United States. Currently, the Commission’s rules permit, but generally do not require, foreign issuers to file their U.S. securities documents electronically via EDGAR. The proposal would mandate EDGAR filing by foreign issuers for most Securities Act and Exchange Act documents, namely, by requiring the electronic filing or submission of: � foreign private issuers’ Securities Act registration statements (including Forms F-1, F-2, F-3 and F-4) and Exchange Act registration statements and reports (including Forms 20-F and 6-K); � foreign governments’ Securities Act registration statements (i.e., Schedule B) and Exchange Act registration statements and reports (including Forms 18 and 18-K); � Multijurisdictional Disclosure System (MJDS) forms filed by or with respect to Canadian issuers (including Forms F-7, F-8, F-9, F-10 and F-80, Form 40-F and Schedules 13E-4F, 14D-1F and 14D-9F); � statements of beneficial ownership on Schedules 13D and 13G and tender offer schedules (i.e., Schedules TO and 14D-9) that pertain to the securities of a foreign private issuer (other than a MJDS filer), whether filed by a domestic or foreign company (other than a MJDS filer); � Form CB — which is the form used for cross-border rights offers, exchange offers and business combinations that are exempt from the tender offer rules and Securities Act registration — and related documents, if the filer or the subject company is an Exchange Act reporting company; and � most Trust Indenture Act forms (relating to trustee eligibility and indenture qualification). Use of the EDGAR system will permit these documents (including exhibits) to be accessed over the Internet by investors immediately after filing. Foreign filers generally will not be required to file electronically exhibits previously filed in paper form that are incorporated by reference into an electronically-filed document. However, foreign filers will be required to file electronically as an exhibit any portion of an annual or other report to security holders that is incorporated by reference into any electronic filing. Except for very limited exceptions where paper filings would continue to be permitted, the Commission’s filing desk will no longer accept paper filings by foreign filers absent a showing of temporary or continuing hardship. The Commission’s proposing release states that, as is the case with domestic filers, the Commission expects to grant hardship exemptions for foreign issuers infrequently. Filings may be submitted electronically via EDGAR from 8:00 a.m. to 10:00 p.m., Washington, D.C. time, every day except weekends and United States federal holidays. Currently, paper filings must be submitted prior to 5:30 p.m., Washington, D.C. time. Electronic filings submitted via EDGAR between 5:30 p.m. and 10:00 p.m. will receive the next business day’s date as the official date of filing (except for registration statements filed pursuant to Rule 462(b) under the Securities Act to register additional securities, which will be deemed filed on the same business day as the electronic submission). The Commission also is proposing to amend current rules that permit the filing of foreign language exhibits as long as they are accompanied by English-language summaries. Under the new rules, filers will need to provide both an English translation of the entire foreign language document and a written representation signed by a designated officer of the issuer that the translation is a fair and accurate representation of the foreign language document; English-language summaries would no longer be permitted. Assuming that the Commission’s proposal is adopted as presented, the amendments will become effective for filings made four months after the date the proposal is finally adopted. Foreign issuers that have filed their registration statements in paper form before the amendments’ effective date would be permitted to continue to file pre-effective amendments to their registration statements for up to one month thereafter until the registration statement becomes effective. The Commission is soliciting comments on its proposal. Comments must be submitted within 60 days after publication of the proposing release in the Federal Register, which deadline for comments is likely to be in early December 2001. David A. Katz is a partner at the law firm Wachtell, Lipton, Rosen & Katz. Lorenzo Borgogni is an associate at the firm.

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