The Stock Exchange of Hong Kong Limited ("HKEx") and the Securities and Futures Commission ("SFC") have announced temporary changes to the Hong Kong Listing Rules regarding the minimum initial market capitalization of...more
TripAdvisor and its controlling corporation, both publicly traded Delaware companies, announced plans to convert to Nevada corporations. Shareholders sued to enjoin the conversions, alleging that the boards of directors had...more
The Situation: The Growth Enterprise Market (the "GEM") listing activities in Hong Kong have been declining since 2019, and there was no new listed issuer on the GEM in 2022....more
As public companies increasingly discuss their artificial intelligence ("AI") capabilities, the U.S. Securities and Exchange Commission ("SEC") reminds us that it is closely watching these claims....more
The Stock Exchange of Hong Kong Limited ("HKEx") introduced a new exemption allowing existing shareholders and cornerstone investors to subscribe for or purchase further securities in an IPO (i.e., to "double dip") under...more
In Short -
The Background: On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") adopted amendments to the rules that govern beneficial ownership reporting for investors, marking the first update to...more
10/18/2023
/ Beneficial Owner ,
Business Ownership ,
Financial Markets ,
Internal Reporting ,
Investment Adviser ,
Investors ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Shareholders
On 8 August 2023, the Securities and Futures Commission of Hong Kong ("SFC") published consultation conclusions on proposed amendments to enforcement-related provisions of the Securities and Futures Ordinance ("SFO")....more
The Hong Kong Listing Rule amendments relating to People's Republic of China ("PRC") issuers came into effect on August 1, 2023....more
In Short -
The Situation: In the past few years, the Stock Exchange of Hong Kong Limited (the "Stock Exchange") has taken initiatives to introduce a paperless listing regime and make changes to documentary requirements. ...more
In Short -
The Situation: On July 26, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted final rules that significantly alter cybersecurity disclosure obligations for companies. The SEC's final rules adopt...more
8/2/2023
/ Corporate Governance ,
Cyber Attacks ,
Cyber Incident Reporting ,
Cybersecurity ,
Disclosure Requirements ,
Final Rules ,
Form 10-K ,
Form 8-K ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
If adopted, these proposed rules would (i) enhance protection of customer information under Regulation S-P, (ii) add new requirements addressing cybersecurity risk to the U.S. securities markets, and (iii) expand the types of...more
In Short -
The Situation: On December 14, 2022, the Securities and Exchange Commission ("SEC") adopted final rules that significantly alter the ways in which directors and officers adopt and utilize Rule 10b5-1 plans and...more
In Short -
The Situation: The U.S. Public Company Accounting Oversight Board's ("PCAOB") ability to inspect and investigate PCAOB-registered public accounting firms in mainland China and Hong Kong was previously restricted...more
The use of SPACs to take companies public increased dramatically in recent years, but many of these new companies performed poorly after entering the public capital markets. This poor performance, often accompanied by...more
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
7/1/2022
/ Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Foreign Private Issuers ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Task Force on Climate-related Financial Disclosures (TCFD)
In 2020 and the first quarter of 2021, the use of special purpose acquisition companies ("SPACs") as a means of taking companies public grew exponentially. SPAC IPOs raised a total of more than $160 billion in that five...more
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...more
3/14/2022
/ Corporate Governance ,
Cybersecurity ,
Data Breach ,
Disclosure Requirements ,
Foreign Private Issuers ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Reform ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Delaware Court of Chancery's application of the "entire fairness" standard in In re MultiPlan Stockholders Litigation is an important development for SPACs incorporated in Delaware, and it could result in more...more
The Situation: In August 2020, the Division of Trading and Markets ("Division") of the U.S. Securities and Exchange Commission ("SEC") approved proposed rule changes by the New York Stock Exchange ("NYSE") to permit primary...more
The Situation: The term "accredited investor" under the Securities Act of 1933 ("Securities Act") is used to establish the eligibility of investors to participate in offerings conducted under the most frequently used private...more
Recent measures from U.S. lawmakers and Nasdaq to impose additional requirements on U.S.-listed China-based companies could have wider implications.
On May 20, 2020, the U.S. Senate unanimously passed the Holding Foreign...more
7/13/2020
/ China ,
China Securities Regulatory Commission (CSRC) ,
Corporate Governance ,
Disclosure Requirements ,
Foreign Governments ,
Listing Standards ,
Nasdaq ,
NYSE ,
PCAOB ,
Popular ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The current proposal, which was submitted by the NYSE on June 22, 2020, would, like the prior proposal, allow a private company seeking to raise capital through a direct listing to satisfy the NYSE's market value requirement...more
The ongoing COVID-19 pandemic has resulted in unprecedented and rapidly evolving disruptions to public companies’ businesses, financial condition, and results of operations, as well as broad-based economic dislocation and...more
IN SHORT The Situation: In light of the public health and safety concerns associated with the spread of novel coronavirus (COVID-19), public companies across the country are taking steps to hold their upcoming annual meetings...more
The Situation: In an effort to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K, the U.S. Securities and Exchange Commission ("SEC") proposed certain amendments on January 30,...more