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Governance & Securities Law Focus: Europe Edition - April 2017

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Governance & Securities Law Focus: Latin America Edition - February 2017

This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the fourth quarter of 2016 that may be of interest to Latin American corporations and...more

Governance & Securities Law Focus: Asia Edition - February 2017

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Governance & Securities Law Focus: Europe Edition - January 2017

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Appeals Court Overturns Marblegate, Citing Analysis by Shearman & Sterling Partner

The law on debt restructurings and liability management is back to where it was. Yesterday, the Second Circuit Court of Appeals reversed the controversial District Court decisions in the Marblegate-Education Management...more

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

It is now time for a large number of foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission...more

SEC Proposes Universal Proxy Cards in Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more

Governance & Securities Law Focus: Latin America Edition - October 2016

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2016 that may be of interest to Latin American corporations and financial...more

Governance & Securities Law Focus: Asia Edition - October 2016

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Updated Non-GAAP Guidance: The First 150 Comment Letters

In May of this year, the staff of the SEC’s Division of Corporation Finance updated its C&DIs regarding the use of non-GAAP financial measures. We summarized the May 2016 update in an earlier client publication. Since the...more

Governance & Securities Law Focus: Europe Edition, October 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Governance & Securities Law Focus: Latin America Edition, August 2016

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2016 that may be of interest to Latin American corporations and financial...more

Governance & Securities Law Focus: Asia Edition, July 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Governance & Securities Law Focus: Europe Edition, July 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

SEC Proposes Streamlining Disclosure Requirements - Proposal Contains Mostly Technical Changes with Limited Impact on the...

In a 318-page release published on July 13, 2016, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

EU Market Abuse Regulation—Implications for Non-EU Issuers with Securities Traded on an EU Market

The EU’s revamped market abuse rules—the Market Abuse Regulation (“MAR”)—come into direct effect in all EU Member States on July 3, 2016. MAR expands the scope of certain EU rules to EU markets that were previously not...more

SEC Staff Updates Guidance on Use of Non-GAAP Financial Measures

On Tuesday May 17, 2016, the staff of the SEC’s Division of Corporation Finance issued new C&DIs relating to Regulation G (which governs use of non-GAAP financial measures in public disclosures generally) and Item 10(e) of...more

Governance & Securities Law Focus: Latin America Edition, May 2016

US DEVELOPMENTS - SEC and NYSE/Nasdaq Developments - FAST Act Amends JOBS Act and Creates New Exemption for Resales of Restricted Securities - On 4 December 2015, the Fixing America’s Surface Transportation...more

Governance & Securities Law Focus: Asia Edition, April 2016

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Governance & Securities Law Focus: Europe Edition, April 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

Financial Statements Triggered by Acquisitions – When Do You Need Them? - A Practical Guide for US Public Companies, Part II

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I of this publication covered when an acquisition is considered significant and what target and pro forma financial...more

Financial Statements Triggered by Acquisitions – What Do You Need? - A Practical Guide for US Public Companies, Part I

Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I covers key concepts for determining the significance of an acquisition and what target and pro forma financial...more

Governance & Securities Law Focus: Europe Edition, January 2016

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

It’s Annual Report Time—Helpful Tips for the Preparation of 2015 Form 20-F

It is that time of the year for a large number of non-US companies to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-Fs must be filed with the US Securities and Exchange...more

A Financial Statement Guide Through the Seasons - Registering and Offering Securities of US Public Companies at Different Times...

Financial statement considerations can pose challenges for registering or offering securities at certain times of the company’s fiscal year. Companies often observe quarterly earnings blackouts starting around the end of a...more

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