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Changing of the Guard: SEC Reconsiders Conflict Minerals Rule While Congress Votes to Overturn ‘Publish What You Pay’ Reporting...

In the wake of the US elections in November 2016, two of the Securities and Exchange Commission’s (“SEC”) disclosure rules for public reporting companies — the conflict minerals rule and government payments reporting for...more

Appeals Court Overturns Marblegate, Citing Analysis by Shearman & Sterling Partner

The law on debt restructurings and liability management is back to where it was. Yesterday, the Second Circuit Court of Appeals reversed the controversial District Court decisions in the Marblegate-Education Management...more

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

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

SEC Staff Releases New Interpretations Relevant for Foreign Private Issuers and Rule 144A

On December 8, 2016, the SEC’s Division of Corporation Finance released new “C&DI” interpretations, many of them applicable in particular to foreign private issuers. They provide welcome certainty for companies seeking to...more

SEC Proposes Universal Proxy Cards in Contested Elections

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

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

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is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more

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

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

Financial Statements Triggered by Acquisitions – When Do You Need Them? - A Practical Guide for US Public Companies, Part II

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

Financial Statements Triggered by Acquisitions – What Do You Need? - A Practical Guide for US Public Companies, Part I

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’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

A Financial Statement Guide Through the Seasons - Registering and Offering Securities of US Public Companies at Different Times...

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 Triggers - Requirements for New or Updated Financial Statements Can Affect Access to Capital Markets and M&A

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

Shining a Light on Payments to Governments: SEC Proposes New "Publish What You Pay" Rule

On December 11, 2015, the US Securities and Exchange Commission (“SEC”) issued a proposed rule to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 1504...more

SEC Staff Issues Guidance on the Recent Changes to the JOBS Act

On Thursday, December 10, 2015, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement and two C&DIs related to the recent changes to the JOBS Act contained in the FAST Act that we summarized...more

Changes to the JOBS Act and SEC Disclosure Requirements

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

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Governance & Securities Law Focus: Europe Edition Q3 2015

In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. Please see full Newsletter below for more...more

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

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

Governance & Securities Law Focus: Europe Edition - July 2015

In this issue: - Financial Reporting: Commission Delegated Regulations on Equivalence of Certain Third Country National GAAPs to IFRS - Proxy Advisers: ESMA Consultation on Best Practise Principles for Voting...more

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

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

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

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