After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
Shearman & Sterling is pleased to announce the publication of the SIFMA investment-grade bond optional redemption model provision. After assembling a working group of investment banks operating in the U.S. and global capital...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
As the markets continue to react to the COVID-19 pandemic, the trading prices of many corporate loans and bonds have fallen dramatically. As a result, many companies (or their private equity sponsors) are looking at...more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
It is now time for 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 (the SEC) by April...more
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements
On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more
8/13/2019
/ Best Practices ,
Disclosure Requirements ,
Environmental Policies ,
Foreign Private Issuers ,
Proposed Amendments ,
Public Comment ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Securities and Exchange Commission (SEC)
On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
3/27/2019
/ Amended Rules ,
Disclosure Requirements ,
EDGAR ,
Financial Reporting ,
GAAP ,
IFRS ,
Initial Public Offering (IPO) ,
MD&A Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC)
It is now time for 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 (the SEC) by 30...more
1/14/2019
/ Annual Reports ,
C&DIs ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Foreign Private Issuers ,
GAAP ,
Iran Sanctions ,
Libor ,
Mining ,
Non-GAAP Financial Measures ,
PCAOB ,
Russia ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
State Sponsors of Terrorism ,
Trade Policy ,
UK Brexit ,
US Trade Policies
On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more
10/30/2018
/ Cyber Crimes ,
Cybersecurity ,
Email ,
Enforcement ,
Fraud ,
Information Reports ,
Internal Controls ,
Interpretive Opinions ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Spoofing
On September 18, 2018, Shearman & Sterling submitted a comment letter on the SEC’s proposed revisions to the financial disclosure requirements for registered debt securities that are guaranteed or collateralized with...more
On August 17, 2018, the Securities and Exchange Commission (SEC) announced the adoption of amendments to simplify and update disclosure requirements. Although the amendments are voluminous in length and breadth of provisions...more
On February 21, 2018, the Securities and Exchange Commission released new interpretive guidance on public company disclosures regarding cybersecurity risks and incidents....more
It is now time for 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 (the SEC) by 1 May...more
1/11/2018
/ C&DIs ,
Cybersecurity ,
EBITDA ,
Foreign Private Issuers ,
GAAP ,
IFRS ,
Internal Controls ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I) on shareholder proposals, which sets out a...more
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
1/10/2017
/ Annual Reports ,
Conflict Mineral Rules ,
Cuba ,
Filing Requirements ,
Foreign Private Issuers ,
Iran Sanctions ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Presidential Elections ,
Resource Extraction ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
UK Brexit
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
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
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