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Disclosure Requirements Prospectus

Goodwin

SEC Adopts Rule Enhancements to Prevent Misleading or Deceptive Investment Fund Names

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On September 20, 2023, the US Securities and Exchange Commission (the “SEC”) voted, by a 4-1 vote, to adopt certain amendments (the “final rule” or the “amendments”) to Rule 35d-1 (the “Names Rule”) under the Investment...more

Cadwalader, Wickersham & Taft LLP

ESMA Outlines Expected Sustainability Disclosures in Prospectuses

On July 11, 2023, the European Securities and Markets Authority (ESMA) issued a Public Statement outlining its expectations for sustainability-related disclosures to be incorporated into prospectuses. In its statement, ESMA...more

Mayer Brown Free Writings + Perspectives

ESMA release Public Statement on Sustainability Disclosures in Prospectuses

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in...more

BCLP

FCA Primary Market Bulletin No. 44

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Primary Market Bulletin No. 44 reminds issuers of the: ..use of multimedia content (including audio and video) in regulatory news announcements; ..FCA’s position on the requirement for a prospectus when shares are...more

Bennett Jones LLP

New Prospectus Exemption for Listed Issuers to Come Into Effect November 21, 2022

Bennett Jones LLP on

The Canadian Securities Administrators (CSA) recently announced an amendment to National Instrument 45-106 Prospectus Exemptions (NI 45-106) that introduces a new prospectus exemption (the Listed Issuer Financing Exemption)...more

Holland & Knight LLP

Se reglamentan los bonos con destinación específica en Colombia

Holland & Knight LLP on

La Superintendencia Financiera de Colombia (SFC) expidió recientemente la Circular Externa 020 del 29 de julio de 2022 mediante la cual se define el contenido que deberán tener aquellos prospectos de información que tengan...more

Mayer Brown Free Writings + Perspectives

Top 10 Practice Tips: Comfort Letters - August 2022

This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more

Eversheds Sutherland (US) LLP

SEC proposes enhanced investment company and investment adviser ESG disclosures

On May 25, 2022, the Securities and Exchange Commission (SEC) proposed significant rule and form amendments under the Investment Company Act of 1940, as amended (1940 Act) and the Investment Advisers Act of 1940, as amended...more

Goodwin

SEC Proposes ESG Disclosure Rules for Investment Advisers and Investment Companies

Goodwin on

On May 25, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules to address and enhance investor disclosure practices, and related policies and procedures, regarding Environmental,...more

Stikeman Elliott LLP

OSC Sets Out Interpretative Guidance in its Corporate Finance Branch Annual Report for 2021

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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

BCLP

FCA Primary Market Effectiveness Review

BCLP on

Following on from the FCA’s consultation on the effectiveness of the Primary Market, the FCA has published final rules on, amongst other things, free float and minimum market capitalisation, which come into force on 3...more

Mayer Brown Free Writings + Perspectives

Market Trends 2020/21: Brexit Disclosure - A Practical Guidance

This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name,...more

Latham & Watkins LLP

ESMA Publishes Guidance on SPACs

Latham & Watkins LLP on

ESMA warns against investor protection risks and provides guidance on expected disclosures. On 15 July 2021, ESMA published a statement on the prospectus disclosure and investor protection issues raised by special...more

Barnea Jaffa Lande & Co.

Israel Securities Authority: Guidelines for Discussions with Investors Prior to Publication of a Prospectus

A wave of IPOs continues to flood the market, prompting the Israel Securities Authority to publish a new staff position paper discussing three key topics. Information disclosures In principle, the Israeli Securities Law...more

Dorsey & Whitney LLP

SEC Staff Releases FAQs on Regulation S-K Amendments

Dorsey & Whitney LLP on

In response to commonly asked questions, the SEC staff has released three FAQs  related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more

White & Case LLP

E&S Disclosure Trends in the UK

White & Case LLP on

In March 2020, the UK Financial Conduct Authority (the “FCA”) published consultation paper CP 20/3 concerning proposals to enhance climate-related disclosures by listed issuers and clarification of existing disclosure...more

Bennett Jones LLP

Amendments to NI 51-102 Continuous Disclosure Obligations Related to Business Acquisition Reports

Bennett Jones LLP on

The Canadian Securities Administrators recently published amendments to National Instrument 51-102 Continuous Disclosure Requirements (NI 51-102) related to the Business Acquisition Report (BAR) requirements. The amendments...more

Carlton Fields

SEC Proposes Big Changes to Fund Disclosure

Carlton Fields on

The SEC has proposed “comprehensive modifications to the mutual fund … disclosure framework,” as highlighted below. More detailed analysis of the proposal is also available in our legal alert. See “SEC Proposes Changes to...more

White & Case LLP

New ESMA Guidelines on Prospectus Disclosure

White & Case LLP on

Prospectus Regulation - ESMA publishes Final Report on prospectus disclosure guidance to replace CESR Recommendations - Background - On 15 July 2020, ESMA published its Final Report1 on guidelines for disclosure...more

Carlton Fields

SEC Proposes Changes to Fund Shareholder Reports, Prospectuses, SAIs, and Ads

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On August 5, the SEC proposed what it called “comprehensive modifications to the mutual fund … disclosure framework.” ...more

Troutman Pepper

SEC: Improve the Retail Investor Experience through Better Fund Shareholder Reports and Disclosures

Troutman Pepper on

In a substantial August 5, 2020, release (the Proposal), the U.S. Securities and Exchange Commission (SEC) proposed changes to the existing disclosure framework applicable to mutual funds and exchange-traded funds (open-end...more

BCLP

ESMA publishes Guidelines on disclosure requirements under the Prospectus Regulation

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ESMA has updated its CESR recommendations in line with the Prospectus Regulation and has taken this opportunity to clarify its expectations on key areas such as working capital statements and pro forma information. The...more

Farrell Fritz, P.C.

Class Action Lawsuit Dismissed: Commercial Division Finds Company’s Alleged Misrepresentations and Omissions During Stock Sale...

Farrell Fritz, P.C. on

Many of us have previously heard the expression that there is a fine line between fact and fiction.  In securities law that holds especially true where companies that risk walking the “fine line” in their registration...more

Eversheds Sutherland (US) LLP

SEC adopts groundbreaking disclosure improvements for variable insurance contracts 

On March 11, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) adopted a new prospectus disclosure framework, including new rules, rule amendments and registration statement form amendments, for...more

Vedder Price

SEC Issues New Exemptive Order in Response to COVID-19

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On March 13, 2020, the staff of the Securities and Exchange Commission (“SEC”) issued an exemptive order providing relief from certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), to...more

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