Proposed Rule Change to Exempt Private Issuers from Registration

SIFMA’s Capital Markets Committee provides comments to the Securities and Exchange Commission (SEC) on the proposed SEC rule change to amend Rule 12g3-2(b) under the Securities Exchange Act of 1934, to eliminate paper submission requirements and provide for an automatic exemption from SEC registration for foreign private issuers that do not list or publicly offer securities in the U.S. SIFMA agrees with the proposal but would like to refine it so that firms that have not voluntarily entered the US market are not inadvertently subject to the rule.