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Corporate Governance Securities Regulation Foreign Private Issuers

Holland & Knight LLP

SEC Adopts Landmark Climate Disclosure Rules

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The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more

Parker Poe Adams & Bernstein LLP

Next Steps for Companies Ahead of December Deadline for SEC Cybersecurity Disclosures

In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more

Mayer Brown Free Writings + Perspectives

Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and...more

Stikeman Elliott LLP

SEC Adopts New Cybersecurity Disclosure Rules for U.S. Public Companies and Foreign Private Issuers

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The Securities and Exchange Commission (“SEC”) adopted new rules requiring the disclosure of cybersecurity risk management, strategy, governance and material incidents (the “Rules”), effective September 5, 2023. The Rules...more

Goodwin

Although Scaled Back, the SEC’s Newly Adopted Cybersecurity Disclosure Rule Will Require Significant Effort by Public Companies to...

Goodwin on

As a significant step in its ongoing initiatives on the disclosure, management, and oversight of cybersecurity risks and incidents, on July 26, 2023, the US Securities and Exchange Commission (SEC or Commission) adopted rules...more

Mayer Brown Free Writings + Perspectives

SEC Dilutes Accommodations Available to Foreign Private Issuers

There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Sullivan & Worcester

SEC Adopts Pay-Versus-Performance Disclosure Rules

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The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more

Jones Day

SEC Climate Rules Will Significantly Impact Foreign Private Issuers

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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

Jones Day

SEC Proposes Amendments Regarding Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure

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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

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2022 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Mintz - Energy & Sustainability Viewpoints

SEC Amends MD&A and Other Financial Disclosure Rules

In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more

Mayer Brown Free Writings + Perspectives

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. ...more

Proskauer Rose LLP

SEC Adopts a More Principles-Based Approach to Public Company Disclosure Requirements

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On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more

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