der Rule 144A, a foreign corporation can sell its securities to a large majority of U.S. investors without reconciling its financial statements. Rule 144A allows regulators to work within the parameters of integrated capital markets and streamline capital raising requirements without excessive regulatory oversight creating undue risk. Specifically, a foreign company can comply with Rule 144A securities by registering under the Exchange Act or by periodically submitting to the SEC information that the company is required to disclose by its home country regulator.
Enacted in 1990, the SEC adopted Rule 144A for two reasons. First, the SEC aimed to increase the liquidity and efficiency of the secondary market among large institutional U.S. investors for privately placed foreign and domestic securities that are not registered with the SEC. Second, the SEC intended to attract foreign issuers of privately placed Rule 144A securities.
Investors and companies from all over the world have benefited from the innovative, liquid, and transparent capital markets in the United States. Most have invested in these markets because they trust U.S. markets and place deep faith in their integrity. U.S. capital markets foreign policy should be centered on providing leadership to the changing global economy by encouraging worldwide use of strong corporate governance standards and full, fair, and open disclosure.
The United States has developed some of the world's highest quality capital markets by providing liquid and transparent marketplaces. The environment in which these markets operate, however, has fundamentally changed. As capital flows freely around the globe, national boundaries that used to define markets and companies are rapidly losing their significance. International competition, technological change, and more demanding consumers are collectively working to erode the significance of national boundaries and to create a truly global marketplace.
Given the growing importance of economic considerations in the U.S. foreign policy agenda, creating unbridled and transparent capital markets is an imperative. The United States should encourage other markets and countries to adopt full, fair, and open disclo