tailieunhanh - Investing in Foreign Securities Offerings and Avoiding Rule 144A Pitfalls: Tips for the International Investment Manager

We appreciate that many investors will be willing to bet on the long-run excess performance of value tilt strategies, through either the RAFI or through a combination of ETF’s. But we have presented longer-term evidence that should caution investors from dramatically shifting the indexed core holdings of their portfolios away from capitalization weighting. As historical data clearly show, the dissected value and growth components of the market have for decades had a tug-of-war of outperforming each other. Over the past 30 years “value” stocks have enjoyed substantially superior performance. But in the current market environment, the. | INVESTMENT TM Aspen Publishers Vol. 16 No. 7 July 2009 Investing in Foreign Securities Offerings and Avoiding Rule 144A Pitfalls Tips for the International Investment Manager by Turner Swan Kurt Decko and Mark Perlow Rule 144A under the Securities Act of 1933 as amended the 1933 Act adopted in 1990 provides a non-exclusive safe harbor from registration for the resale of restricted securities to certain large institutions defined in the rule as qualified institutional buyers commonly referred to as QIBs. The rule was designed to permit a more liquid and efficient institutional resale market for unregistered securities and typically is associated with private placements. However issuers also frequently rely upon the rule in connection with public offerings of securities. These offerings do not violate the securities laws because the public offering is made by a foreign issuer outside of the United States Turner Swan is General Counsel of Causeway Capital Management LLC in Los Angeles CA. Kurt Decko is of counsel and Mark Perlow is a partner in the Investment Management Practice Group of K L Gates LLP in San Francisco CA. This article is for informational purposes only and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting with a lawyer. with a concurrent limited offering to US QIBs. Often foreign initial public offerings or new issues IPOs are solely made available within the United States to eligible institutions in reliance on Rule 144A for exemption from registration under the US federal securities laws. For example in 2006 and 2007 the value of IPOs by foreign companies privately offered in the US Rule 144A market was approximately 111 billion compared to approximately 18 billion in global IPOs that listed on a US Investment managers investing in foreign markets need to understand Rule 144A how it is used for IPOs as well as rights