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Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Foreign Governments

Non-US sovereigns can take advantage of a streamlined registration process to obtain financing in the US capital markets. Key Points: ..SEC registration offers certain advantages that non-US sovereign issuers...more

Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value

Boards frequently encounter sustainability and other environmental, social and governance (ESG) issues in the oversight of a company’s operations, management, financial reporting and public disclosure. Investors increasingly...more

When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

The SEC will require IFRS filers to use XBRL starting in 2018. Key Points - FPIs using IFRS are subject to XBRL starting in 2018: ..XBRL filing is voluntary in 2017, and will be required for filings beginning...more

US Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty

Tax reform plans would fundamentally alter the landscape for key business decisions, impacting a business’ legal, finance, corporate development and other divisions, as well as tax groups. Key Points: ..Tax reform...more

XBRL for Foreign Private Issuers: Coming Next Year

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a...more

Defining Foreign Private Issuers: Are You a Wizard or a Muggle?

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations. Key Points: ..A company must pass one of two tests to qualify as an FPI....more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Key Metrics: Thoughts for Directors

Boards and management regularly use key performance indicators or metrics to oversee their businesses. These metrics typically cover financial and operating matters and are specific to each company and within industries....more

Recommended Proxy Disclosure for Director Elections and Other Proposals

Tips and forms you can use for drafting your proxy statement to increase clarity and avoid pitfalls. In February 2016, the SEC warned that among a broad selection of companies, poorly-drafted, ambiguous and sometimes...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

Introduction - The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

US IPO Guide - 2015 Edition

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

How to Navigate the SEC’s Proposed Mandate on Clawbacks

US publicly listed companies should plan now for proposed stringent policies and required disclosures. Under the long-awaited proposed rules adopted by the Securities and Exchange Commission on July 1, 2015, generally,...more

Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps

Public companies in the United States are subject to litigation in various areas, including: shareholder litigation; government investigations and enforcement actions; environmental litigation and intellectual property...more

SEC Adopts Regulation A+ Rules

As amended, Regulation A now provides an exemption from registration for certain issuers offering up to US$50 million of securities in a 12-month period. On March 25, 2015, the Securities and Exchange Commission (SEC)...more

Securities and Exchange Commission: Critical Issues Facing Public Companies

Latham & Watkins partners William Baker, Alexander Cohen, Joel Trotter and Lawrence West hosted a webcast “Securities and Exchange Commission: Critical Issues Facing Public Companies.” Topics discussed included the increasing...more

4/2/2015

Three Practical Steps to Oversee Enterprise Risk Management (ERM)

Introduction - Oversight of enterprise risk management, or ERM, continues to challenge boards and occupy a prominent place on the governance agenda. Effective ERM seeks to balance risk and opportunity while enhancing...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

In This Report: - Introduction - The Basics - Background to Financial Statement Requirements - What Financial Statements Must Be Included in Public Offerings? - When Does Financial...more

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

In This Report: - Introduction - Background - What Is a “Foreign Private Issuer”? - Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers - The...more

Director Tenure: A Solution in Search of a Problem

Director tenure continues to gain attention in corporate governance as term limits become a cause célèbre. Proponents argue directors should no longer qualify as independent after 10 years of service, even though no law, rule...more

Three Practical Steps to Managing FCPA & Anti-Corruption Risks

Foreign Corrupt Practices Act (FCPA) enforcement continues to be a priority for the United States Department of Justice (DOJ) and Securities and Exchange Commission (SEC). In recent years, U.S. authorities have aggressively...more

Margin Call: Advanced Topics and Practice Points

In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more

The JOBS Act, Two Years Later: An Updated Look at the IPO Landscape

Two years ago, the Jumpstart Our Business Startups (JOBS) Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting...more

Margin Call, Part Three: Advanced Regulation U Issues

In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is...more

3/28/2014  /  Banks , Lenders , Regulation U , SEC
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