US securities law liability for securities issuers outside of the United States in a post-Toshiba environment

United States Publication February 2020

Authors: Kevin Harnisch, Andrew Price, James Bateson and Patrick Doyle with Norton Rose Fulbright; and David Ho and Nepomuk Loesti with American International Group, Inc.

A recent decision from a US appellate court may change the way that non-US companies view the sale of their securities in the US. That case, Stoyas v. Toshiba Corp., found that a foreign issuer could be liable under US securities laws for a sale of its securities in the US, even if the company was not involved in the sale. This creates real risk for publicly-traded, non-US companies. 

In the full white paper, we discuss:

  • The recent decision in Toshiba and the circumstances under which US courts have decided that a foreign issuer can be held liable for transactions in its securities under US securities laws.
  • Practical steps foreign issuers can take to mitigate exposure risk to US securities laws.

Download the full white paper.

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