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is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more
On June 23, 2016, the UK electorate voted to leave the European Union in an advisory Referendum. We expect the UK Government to commence negotiations to withdraw and to establish a framework for the UK’s new relationship with...more
The next car you buy may not need you in the driver’s seat. While the self-driving car may be rolling up to your driveway soon, there are still many issues related to legal risks that do not seem to be on auto pilot. Whether...more
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
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
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
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
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
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
Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more
Last Friday, President Obama signed into law the Highway Transportation Bill, otherwise known as the FAST Act. Among its many provisions, the Act includes changes to the JOBS Act, changes to SEC disclosure requirements and a...more
On August 18, 2015, a divided panel of the US Court of Appeals for the District of Columbia Circuit, in National Association of Manufacturers v. Securities and Exchange Commission (“NAM”), upheld its earlier ruling that held...more
Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more
On April 22, 2015, two human rights non-governmental organizations, Amnesty International and Global Witness, published a report, Digging for Transparency (the “Report”), analyzing compliance by US reporting companies with...more
The SEC staff issued a no-action letter recently that will allow some companies to refinance their debt using tender and exchange offers shorter than the 20 business days required in the tender offer rules. The letter extends...more
On September 10, 2014, the United States Securities and Exchange Commission (the “SEC”) announced enforcement proceedings against officers, directors and major shareholders and publicly-traded companies for violations related...more
On August 27, 2014, the SEC adopted new rules for credit rating agencies implementing 14 rulemaking requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The new rules are designed...more
On April 29, 2014, the SEC Division of Corporation Finance (the “Division”) issued a statement on the effect of a recent decision by the US Court of Appeals for the District of Columbia Circuit (the “Court”) on the SEC’s...more
On April 7, 2014, the SEC Division of Corporation Finance (the Division) issued responses to nine frequently asked questions (FAQs) on the reporting requirements regarding conflict minerals originating in the Democratic...more
It has been over eight months since SEC-registered issuers began making mandatory disclosures of business activities in or with Iran. During that period, issuers have filed over 400 Iran Notices with the SEC, including...more
On July 23, 2013, the US District Court for the District of Columbia found “no problems with the SEC’s rulemaking” by its adoption of the Conflict Minerals Rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform...more
On July 10, 2013, the US Securities and Exchange Commission (the “SEC”) adopted rule changes that will permit general solicitation and general advertising in securities offerings under Rule 506 of Regulation D and Rule 144A....more
Section 219 (codified as Section 13(r) of the Securities Exchange Act) has been in effect for six weeks. During this time, more than 100 SEC-registered reporting issuers have made required disclosures regarding their Iran or...more