Article will review Rule l44A, Regulation S and PORT AL, and examine their application to foreign issuers, foreign banks and the possible expansion of secondary market trading in foreign equity securities. Certain restrictions set forth in Rule l 44A inhibit the creation of an effective secondary market trading in equity securities which may unnecessarily prohibit foreign issuers from participating in this new market. Part V will examine the sale of foreign banks' securities in this newly created secondary market and discuss the effect applicable United States banking laws may have on foreign banks' participation in Rule 144A transactions. As set forth in Part V, subpart B, the creation of an effective resale market in equity securities under Rule 144A with foreign banks participating as buyers will be limited by other applicable statutory and regulatory securities trading prohibitions. Part VI will discuss changes that might be made to the securities and banking laws to permit wider participation by foreign banks in Rule 144A transactions. Part VII analyzes the structure foreign issuances should take under Rule 144A and Regulation S, including disclosure requirements, contractual covenants and other filing requirements under the Securities Act and Exchange Act.





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