PLC The US Investment Company Act - Jones Day（PLC美国投资公司法案-琼斯的一天）.pdf

Reproduced from PLCCorporate with the permission of the publishers. For further information visit or call 020 7202 1200. The US Investment Company Act A legal minefield for non-US issuers Illustration: Getty Images Jonathan Baird of Freshfields Bruckhaus Deringer and Eric Stuart of Jones Day consider the main issues that arise for non-US listed issuers seeking to rely on the exemption from registration under section 3(c)(7) of the US Investment Company Act. The US Investment Company Act of 1940, as amended (ICA), is a complex piece of legislation designed to pro- tect investors in US investment funds, and has long been a thorn in the side of non-US companies seeking to raise capital in the US or which have security holders in the US. In addition to imposing a number of onerous requirements and restrictions on the companies that are subject to it, any contract of a company that sells se- This article first appeared in the March 2013 issue of PLC Magazine. 1 © Practical Law Publishing Limited 2013. Subscriptions +44 (0)20 7202 1200 curities in violation of the ICA is void and unenforceable under US law. This Inadvertent investment companies is not just a problem for classic invest- ment funds: the extremely broad and The defi nition of investment company in the US Investment Company Act of 1940 complicated de nition of investment