Robert Treuhold

Robert Treuhold

Shearman & Sterling LLP

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Governance & Securities Law Focus: Europe Edition, July 2016

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

7/20/2016 - Admissions AIM Beneficial Owner Corporate Governance EU EU Market Abuse Regulation (EU MAR) Financial Conduct Authority (FCA) Initial Public Offerings International Financial Reporting Standards MiFID II UK UK Brexit UK Bribery Act

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is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more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

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

Governance & Securities Law Focus: Asia Edition, April 2016

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

4/21/2016 - Asia BIS Corporate Governance EU Limited Liability Partnerships Nasdaq Person of Significant Control (PSC Register) UK

Governance & Securities Law Focus: Europe Edition, April 2016

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

4/15/2016 - Bribery Corporate Governance Diversity EU Interest Rates LLPs Person of Significant Control (PSC Register) Prospectus UK UK Brexit

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

3/2/2016 - Acquisition Agreements Disclosure Requirements Financial Statements Form 8-K Publicly-Traded Companies SEC

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

3/2/2016 - Acquisitions Financial Statements IPO Publicly-Traded Companies SEC

Governance & Securities Law Focus: Europe Edition, January 2016

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

1/29/2016 - AIM Corporate Governance Enforcement Actions EU Financial Conduct Authority (FCA) Financial Reporting MiFID II Proxy Voting Guidelines Succession Planning 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

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

1/25/2016 - Filing Deadlines Financial Statements Form 10-K Offerings Registration Requirement

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

1/25/2016 - Financial Statements GAAP Offerings Registration Requirement SEC

Navigating Iran Sanctions After Implementation Day

Although the United States, the European Union, and the United Nations lifted a number of sanctions targeting Iran on January 16, 2016 (“Implementation Day”) in accordance with the terms of the recent Iran nuclear deal, the...more

1/21/2016 - Embargo EU General Licenses Implementation Day Iran Sanctions Joint Comprehensive Plan of Action (JCPOA)

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

12/8/2015 - Disclosure Requirements Fixing America’s Surface Transportation Act (FAST Act) IPO JOBS Act 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

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

10/19/2015 - AIM Capital Markets Corporate Governance Digital Single Market DOJ Enforcement Actions EU Executive Compensation Financial Conduct Authority (FCA) Israel Limited Partnerships London Stock Exchange Market Manipulation MiFID II Nasdaq NYSE Private Equity Regulation Technical Standards (RTS) SEC Shareholder Rights Transparency UK

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

10/13/2015 - Alternative Investment Funds Corporate Governance Enforcement Actions EU EU Directive European Securities and Markets Authority (ESMA) Executive Compensation Financial Reporting Germany London Stock Exchange NYSE OECD Proxy Season Proxy Voting Guidelines SEC Securities Shareholder Rights Transparency UK

Iran Sanctions Relief: Opportunities and Challenges for US and EU Financial Institutions

Although US and EU sanctions targeting Iran are not likely to be lifted before early 2016, there are a number of issues which US and EU-based financial institutions should be aware of in preparation for sanctions relief as a...more

9/28/2015 - Banking Sector EU Financial Institutions Implementation Day International Atomic Energy Agency Iran Iran Sanctions Joint Comprehensive Plan of Action (JCPOA) OFAC P5+1 Nations SDN List

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

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

Governance & Securities Law Focus: Asia Edition - July 2015

In this issue: - HKEx Publishes Consultation Conclusions on Weighted Voting Rights - Corporate Governance Reforms in Japan - SEC and NYSE/Nasdaq Developments - Sanctions Round-Up - Noteworthy US...more

7/20/2015 - Asia China Conflict Mineral Rules Corporate Governance DOJ Enforcement Actions EU European Securities and Markets Authority (ESMA) Executive Compensation Financial Reporting Proxy Advisors Sanctions SEC UK Voting Rights

Looking Forward to Lifting of Sanctions Against Iran

After almost two years of negotiations, on July 14, 2015, the E3/EU+3 (China, France, Germany, Russia, the United Kingdom and the United States) and Iran reached an agreement regarding Iran’s nuclear program. The Joint...more

7/16/2015 - Banking Sector Energy Sector Foreign Relations IAEA Inspections Iran Iran Sanctions Joint Comprehensive Plan of Action (JCPOA) Nuclear Power P5+1 Nations SDN List Trade Relations

Changes to Sanctions on Iran

What are the prospects for business with Iran after the June 30 deadline to complete negotiations over Iran’s nuclear program? In exchange for limitations on Iran’s ability to develop nuclear weapons, the European Union...more

6/18/2015 - EU Foreign Relations Iran Iran Sanctions Nuclear Power Trade Relations United Nations

Governance & Securities Law Focus: Asia 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

4/27/2015 - Asia Capital Markets Corporate Governance DOJ Enforcement Actions European Commission Executive Compensation SEC Securities Litigation Small Business

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