Robert Evans III

Robert Evans III

Shearman & Sterling LLP

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Court Upholds Partial Invalidation of SEC Conflict Minerals Rule

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

8/20/2015 - American Meat Institute Appeals Conflict Mineral Rules First Amendment Food Labeling National Association of Manufacturers Publicly-Traded Companies Reporting Requirements SEC USDA

Keeping Marblegate in Perspective: Implications for Debt Restructurings, Indenture Amendments and New Bond Issues

Involuntary debt restructurings that have the effect of impairing a bondholder’s right to receive payment may violate the Trust Indenture Act. This was recently held in the Marblegate/Education Management Corp. bondholder...more

7/17/2015 - Bonds Debt Restructuring Educational Institutions For Profit Education Rule 144A SEC Solicitation Provisions Trust Indenture Act

Shining a Light on Payments to Governments: The Current State of “Publish What You Pay” Rulemaking Around the World

Over the last few years, a number of key jurisdictions have adopted regulations requiring companies engaged in natural resource extraction activities to disclose the payments they make to governments and state-owned...more

5/28/2015 - Australia Business Taxes Canada Compliance Dodd-Frank EU Mineral Exploration Mining Mining Reports Natural Resources Oil & Gas Royalties SEC

New Capital Raising Alternatives for Non-SEC Reporting Companies: Regulation A+

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

4/27/2015 - Capital Formation Issuers Public Offerings Registration Requirement Regulation A SEC Small Offering Exemptions

NGO Study Outlines Best Practices for SEC Conflict Minerals Rule Compliance

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

4/25/2015 - Amnesty International Conflict Mineral Rules Dodd-Frank Form SD NGOs OECD Popular SEC Whistleblower Protection Policies

Flexibility for Debt Refinancings – New SEC No-Action Letter

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

2/6/2015 - Exchange Offer No-Action Letters Non-Convertible Debt Securities SEC Tender Offers

Broken Windows: SEC Enforcement Reminds Officers, Directors and 5% Shareholders to Comply with Reporting Requirements

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

9/29/2014 - Broken Windows Corporate Officers Directors Enforcement Actions Publicly-Traded Companies Reporting Requirements SEC Shareholders Strategic Enforcement Plan

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 Staff Issues Statement on Effect of Court Decision on Conflict Minerals Rule

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

4/30/2014 - Conflict Mineral Rules Minerals SEC Securities Exchange Act

SEC Staff Issues Additional Guidance on Conflict Minerals

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

4/14/2014 - Audits Conflict Mineral Rules 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

Court Upholds SEC Rule on Conflicts Minerals

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

7/25/2013 - Conflict Mineral Rules Dodd-Frank First Amendment Free Speech Minerals Natural Resources Resource Extraction 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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