How does a foreign private issuer utilize the provisions of Listing Rule 5615(a)(3)?
A foreign private issuer that elects to follow home country practice in lieu of a requirement of Listing Rule 5600 must submit to NASDAQ a written statement from an independent counsel in such company’s home country, certifying that the company’s practices are not prohibited by the home country’s laws. This letter is required only once. In the case of new listings, this certification is required at the time of listing. For companies that are currently listed, the certification is required no later than the time the company seeks to adopt its first non-compliant practice. The letter to NASDAQ does not have to be specific with regard to the particular subparagraph of Rule 5600 for which the exemption will be utilized, however, the required disclosure must be specific.
