CorpCast Episode 1: Sections, 204, 205 and In re Numoda
The updates include a consultation paper on a new phase of paper listing and a joint announcement on temporary modifications to requirements for specialist technology companies and de-SPAC transactions....more
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
The Securities and Exchange Commission recently announced that the fees that registrants pay to register their securities with the SEC will increase from $147.60 per million dollars to $153.10 per million dollars, effective...more
On 24 July 2024, the Ministry of Finance proposed Blockchain Bill IV, which will offer greater flexibility and legal certainty for issuers using Distributed Ledger Technology (DLT). The Bill will update three of Luxembourg’s...more
Ether ETFs Begin Public Trading, Generate $1.07B in Cumulative Volume - According to reports, on July 23, nine different spot ether (ETH) exchange-traded funds (ETFs) from eight different issuers began public trading on...more
The government will enact the new legislation to bring issuers of fiat-referencing stablecoins into the regulatory perimeter. On 17 July 2024, the Financial Services and the Treasury Bureau and the Hong Kong Monetary...more
This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more
As discussed in our January 10, 2024 webinar, new SEC rules require resource extraction issuers that file reports with the SEC to file a Form SD within 270 days after each fiscal year end to report their payments to the U.S....more
Demand for tokenized real-world assets (RWAs) is rapidly growing across the decentralized finance (DeFi) community, with growing interest among existing crypto-native participants and across the traditional finance industry...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
The long-awaited Public Offers and Admissions to Trading Regulations 2024 (the Regulations), the legislation replacing the UK Prospectus Regulation (the UKPR), came into effect on 29 January 2024 alongside an explanatory...more
Identifying potential investors is one of the most difficult challenges facing early-stage companies. The range of amounts sought at this stage is typically greater than what could be provided by the founders and friends and...more
The Accounting and Corporate Regulatory Authority and Singapore Exchange Regulation have provided details of mandatory climate reporting for listed issuers and large non-listed companies. On 28 February 2024, the...more
In SEC v Panuwat, a federal jury in California will hear a novel insider trading theory that the court has allowed to proceed to trial. In Panuwat, the SEC says it is unlawful for an individual to purchase securities of a...more
On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more
A Comissão de Valores Mobiliários (“CVM”) editou, na data de ontem (01.02.2024), a Resolução CVM nº 198 (“Resolução CVM 198”), que altera de forma pontual a Resolução CVM nº 80 (“Resolução CVM 80”) para incluir campo...more
On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more
On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the reporting requirements relating to beneficial ownership. As outlined below, the amendments (i) shorten the deadlines to file for...more
The annual Hong Kong Stock Exchange (HKEX) review of Issuers’ Annual Reports (Review) for 2022 found that deficiencies in internal controls remained a common underlying reason for modification of audit opinion by auditors and...more
The US Securities and Exchange Commission (SEC) recently approved the applications of 11 asset and investment management firms to launch exchange-traded funds (ETFs) that track bitcoin on the spot market. This event heralds...more