CorpCast Episode 1: Sections, 204, 205 and In re Numoda
On 14 April 2024, the Stock Exchange of Hong Kong Limited published conclusions to its consultation on the enhancement of climate-related disclosures under its environmental, social, and governance (“ESG”) framework. With...more
The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more
On April 12, 2024, the U.S. Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners, L.P., in a unanimous opinion authored by Justice Sonia Sotomayor, that “pure omissions” made in required disclosures do not...more
The updates include a report from the Stock Exchange of Hong Kong Limited on review of issuers’ annual reports, a summary of private reprimands, and disciplinary actions....more
The U.S. Supreme Court has unanimously ruled that pure silence in MD&A statements are not actionable in shareholder securities fraud cases. The case is important for issuers and shareholders alike for several reasons: -...more
The U.S. Supreme Court has now resolved the split in lower courts, discussed in our March 14, 2024 post, over whether plaintiffs may bring a securities fraud claim based solely on a corporation’s omission from public filings...more
SEC Rule 10b-5(b) makes it unlawful for issuers to make false statements or “to omit to state a material fact necessary in order to make the statements made...not misleading.” In addition to ensuring the truth of statements,...more
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase...more
Rulemaking Background - On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more
On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more
The US Court of Appeals for the Ninth Circuit recently held that a person who makes social media posts promoting securities—motivated at least in part by their own financial interests or those of the securities’ owner—is...more
La Superintendencia Financiera de Colombia (SFC) expidió recientemente la Circular Externa No. 12 de 2022, por medio de la cual "se actualizan las instrucciones relacionadas con el informe periódico de fin de ejercicio y el...more
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...more
On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more
1. Setting the Scene – Sources and Overview - 1.1. What are the main substantive ESG-related regulations? There are a variety of ESG-related regulations applicable to federally and provincially incorporated companies;...more
The OSC Corporate Finance Branch’s annual report provides an overview of its operational and policy work for fiscal 2021, providing timely guidance for market participants. ...more
On November 4, 2021, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board's (PCAOB) Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act (Rule...more
On 22 June the FCA published two Consultation Papers setting out its proposals for climate-related disclosure obligations on the regulated sector. The first paper proposed extending the application of an existing Listing Rule...more
The FCA is consulting on extending its rules to standard listed issuers. On 22 June 2021, the FCA published a Consultation Paper (CP21/18) on extending the application of the existing climate-related disclosure...more
As part of the UK government’s roadmap towards mandatory climate-related disclosures across the entire UK economy by 2025, the FCA is proposing to extend the application of its new climate-related disclosure requirements to...more
The FCA has recently completed a review of the way in which UK issuers disclose changes to their total voting rights to the market and the resulting effect on major shareholding notifications. ...more
On March 24, 2021, the U.S. Securities and Exchange Commission (“SEC”) issued rule amendments to implement submission and disclosure requirements mandated by the Holding Foreign Companies Accountable Act (“HFCAA” or “Act”)....more
The Financial Conduct Authority (FCA) has published Primary Market Bulletin No.33 (PMB No.33) featuring Brexit-related changes for EEA audit firms, details of their new online portal for submitting major shareholdings...more