In this Issue:

- The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

- Chapter 1: Background

- Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and Traditional Private Placement Transactions

- Chapter 3: Unregistered Resales of Regulation S and Privately Placed Securities

- Chapter 4: SEC Registered Offerings

- Chapter 5: SEC Registered Offerings by EGCs Under the JOBS Act

- Chapter 6: Gun Jumping – Restrictions On Communications in Connection with Registered Securities Offerings

- Chapter 7: Issuer Financial Statements

- Chapter 8: Equity Derivatives

- Chapter 9: Cross-Border Tender and Exchange Offers – the Tier I and Tier II Exemptions; Rule 802

- Chapter 10: Rights Offerings Under Rule 801 and Employee Equity Compensation Plans Under Rule 701

- Chapter 11: Exchange Act Registration, Reporting and Deregistration for Foreign Private Issuers

- Chapter 12: The US Sarbanes-Oxley Act of 2002

- Chapter 13: Selected Issues Under the Dodd-Frank Act

- Chapter 14: Liability Under the US Federal Securities Laws for Foreign Private Issuers

- Chapter 15: Activities of Non-US Broker-Dealers in the United States

- Chapter 16: US Restrictions on Interactions Between Investment Banking Personnel and Research Analysts

- Chapter 17: The Prospectus Directive (Directive 2003/71/EC)

- Chapter 18: The US Investment Company Act of 1940

- Chapter 19: Some Additional Relevant Laws; Self-Regulatory Organizations

- Annex A: Non-Financial Disclosure Requirements of Form F-1, Form F-3 and Form 20-F

- Annex B: NYSE Quantitative Listing Criteria and Corporate Governance Standards

- Annex C: Nasdaq Quantitative Listing Criteria and Corporate Governance Standards

- Annex D: MD&A

- Excerpt from Accessing the US Capital Markets From Outside the United States: Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters or financial advisors, are likely to face? This book was written to help answer that question. Our aim is to help the FPIs of the world and their investment bankers understand better the regulatory regime applicable to capital-raising activities in the United States.