The U.S. securities markets offer the greatest opportunities for businesses that wish to raise additional capital or expand their shareholder base. Large non-U.S. corporations regularly tap the U.S. market for infusions of capital, and the securities of many non-U.S. corporations are listed on the New York Stock Exchange or traded on NASDAQ. Smaller non-U.S. entities, however, may be deterred from entering the U.S. markets because of concerns about the burdens of U.S. securities regulation. These concerns are legitimate: a decision to enter the highly-regulated U.S. securities markets should not be made lightly. For non-U.S. private issuers, perhaps the greatest difficulty in registering securities is compliance with the disclosure requirements with respect to both financial and non-financial information. This article outlines the method by which non-U.S. entities can enter in the U.S. markets on a limited basis, as an initial step to assess whether there is a sufficient U.S. interest in their securities to warrant a more significant presence in the U.S. market.
Black, Barbara, "Entering the U.S. Securities Markets: Regulation of Non-U.S. Issuers" (2004). Faculty Articles and Other Publications. 67.