Robert Ellison

Robert Ellison

Shearman & Sterling LLP

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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

10/28/2016 - Corporate Governance EU EU Market Abuse Regulation (EU MAR) Hong Kong Italy Latin America Person of Significant Control (PSC Register) Prospectus Prudential Regulation Authority Shenzhen Stock Exchange (SZSE)

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

10/20/2016 - C&DIs GAAP Non-GAAP Financial Measures SEC SEC Comment Letter Process

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

8/8/2016 - Corporate Counsel Corporate Governance EU Market Abuse Regulation (EU MAR) Hong Kong Securities and Futures Commission (HKSFC) Latin America Listing Rules Nasdaq Non-GAAP Financial Measures Person of Significant Control (PSC Register) UK Brexit

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is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

7/15/2016 - Disclosure Requirements GAAP IFRS Regulation S-K Regulation S-X SEC

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

6/23/2016 - Corporate Issuers EU EU Market Abuse Regulation (EU MAR) Multilateral Agreement Trading Platforms

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

5/24/2016 - Financial Reporting Guidance Update Non-GAAP Financial Measures Regulation S-K SEC

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

5/9/2016 - Audit Committee BIS Corporate Governance Fixing America’s Surface Transportation Act (FAST Act) International Financial Reporting Standards JOBS Act Latin America MiFID II Modern Slavery Act Proxy Voting Guidelines Takeover Code Transparency Directive UK

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

1/28/2016 - Annual Reports FASB Foreign Corporations IASB SEC

Governance & Securities Law Focus: Latin America Edition, October 2015

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2015 that may be of interest to Latin American corporations and financial...more

10/22/2015 - Audit Committee Capital Markets Corporate Governance Dodd-Frank Enforcement Actions EU Financial Conduct Authority (FCA) Financial Reporting G20 Latin America London Stock Exchange MiFID II OECD Regulation Technical Standards (RTS) Resource Extraction UK Whistleblowers

Latin America Corruption: Keep Calm, Carry On?

Recently, governmental authorities have pursued corruption investigations in Latin America with a vigor traditionally not seen. One potential result is a significant disruption of business. While there are inherent risks in...more

8/12/2015 - Chief Compliance Officers Complex Corporate Transactions Compliance Due Diligence Enforcement Actions FCPA Government Investigations Joint Venture Latin America Lockheed Martin Nokia Risk Assessment Risk Mitigation Siemens

Governance & Securities Law Focus: Latin America Edition - August 2015

This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2015 that may be of interest to Latin American corporations and financial...more

8/7/2015 - Corporate Governance Enforcement Actions EU European Securities and Markets Authority (ESMA) Executive Compensation Financial Reporting Italy SEC

FIFA and BHP Billiton: The Unique FCPA Challenges Present in International Sports

Recent enforcement actions by the Department of Justice and Securities and Exchange Commission have raised the profile of corruption in international sport and highlight unique FCPA compliance concerns. This note will explain...more

6/15/2015 - BHP Billiton Bribery Compliance Corporate Counsel Corruption DOJ FCPA FIFA Football Indictments Match Fixing Olympics Popular SEC Soccer Sports World Cup

Governance & Securities Law Focus: Latin America Edition - April 2015

In this issue: - SEC Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - Executive Compensation & Employee Benefits Developments - Adoption of...more

4/23/2015

Governance & Securities Law Focus: Latin America Edition - February 2015

In this issue: - SEC and NYSE Developments - Noteworthy US Securities Law Litigation - Recent SEC/DOJ Enforcement Matters - Executive Compensation & Employee Benefits Developments -...more

2/5/2015 - Diversity DOJ Employee Benefits Enforcement Actions EU Directive European Securities and Markets Authority (ESMA) Executive Compensation Latin America MiFID NYSE SEC Securities Litigation Technical Standards

Gifts of Travel and Luxury Watches to Saudi Officials Not Mere 'Icing on the Cake' for FCPA Charges

Improper Gifts Alone, Without Cash Bribes, Serve as Basis for SEC’s Latest FCPA Enforcement Action - Earlier this week, the SEC announced fines for two former defense contractor employees for FCPA violations relating...more

11/21/2014 - Bribery Conditional Gifts Enforcement Actions FCPA Foreign Official Popular Saudi Arabia SEC

SEC Settlement with Layne Christensen Raises New Questions on the Government’s Understanding of the Business Nexus Element of the...

Last week the SEC settled charges against Layne Christensen for various violations of the FCPA. While a relatively unremarkable case at first glance, the SEC’s charges against Layne Christensen reflect a troubling approach by...more

11/5/2014 - Cease and Desist Orders Consent Order Construction Industry FCPA Layne Christensen Co SEC Subsidiaries

United States and Brazil Sign FATCA Intergovernmental Agreement

The United States and Brazil have signed a “Model 1” intergovernmental agreement (“IGA”) with respect to the US Foreign Account Tax Compliance Act (“FATCA”). The Brazilian IGA is intended to simplify FATCA information...more

10/1/2014 - Brazil FATCA IGAs International Tax Issues Tax Evasion

SEC Compliance Manual for NASDAQ-Listed Non-US Companies

As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the NASDAQ Stock Market (“NASDAQ”), non-US...more

9/23/2014 - Foreign Corporations Nasdaq Registration Reporting Requirements SEC Securities Act of 1933 Securities Exchange Act Stocks

SEC Compliance Manual for NYSE-Listed Non-US Companies

As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the New York Stock Exchange (the “NYSE”),...more

9/23/2014 - Compliance Corporate Governance Foreign Corporations NYSE SEC Shareholders

Governance & Securities Law Focus: Latin America Edition

In this issue: - US Developments - Global Development - EU Developments - Developments Specific To Financial Institutions - Excerpt from US Development: SEC Developments - Iran...more

2/24/2014 - Banks Compliance Corporate Governance Foreign Banks Iran SEC

Iran Notices Update: SEC-Registered Issuers Continue to Adapt to Their New Normal

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

11/5/2013 - Iran Iran Sanctions OFAC SEC

SEC Adopts Rule Changes Allowing General Solicitation in Private Placements Under Rule 506 of Regulation D and Rule 144A

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

7/15/2013 - Advertising Dodd-Frank General Solicitation JOBS Act Marketing Private Placements Rule 144A Rule 506 Offerings SEC

What’s Going On – Over A Month Of Section 219 Disclosures Under The Iran Threat Reduction And Syria Human Rights Act Of 2012

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

3/20/2013 - Iran Threat Reduction and Syria Human Rights Act Reporting Requirements

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