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Foreign Corporations Securities and Exchange Commission (SEC)

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

Proskauer - Regulatory & Compliance

BE-11 Survey: Reporting Deadline Approaching

In April 2023, we published an overview of the BE-12, a benchmark survey conducted every five years by the Department of Commerce’s Bureau of Economic Analysis (“BEA”) to gather information about foreign direct investment in...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

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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

Pillsbury Winthrop Shaw Pittman LLP

Public Companies Required to Adopt Clawback Policies by December 1, 2023

All companies that have securities listed in the United States, including foreign and domestic companies, are required to adopt an executive compensation recoupment (a.k.a. “clawback”) policy by, in most cases, no later than...more

Dorsey & Whitney LLP

New SEC Cybersecurity Disclosure Rules

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Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

Cozen O'Connor

16 AGs Caution SEC Over SHEIN's Potential IPO and Alleged Business Practices

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Montana AG Austin Knudsen, joined by AGs from 15 other states, sent a letter to the SEC voicing concern regarding the possible Initial Public Offering of SHEIN, a fast-fashion retail giant affiliated with China....more

Paul Hastings LLP

Public Company Watch: July 2023

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In the July edition of our Public Company Watch, we cover key issues impacting public companies, including important reminders for companies’ upcoming Form 10-Q filings; the themes revealed by the 12 proxy contests that have...more

Mayer Brown Free Writings + Perspectives

SEC Division of Corporation Finance Releases Sample Comment Letter for China-Based Companies

On July 17, 2023, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) released another Sample Letter (“Letter”) that outlines the disclosures that the Staff is focused on in relation to...more

American Conference Institute (ACI)

Addressing the Jurisdictional Challenges of Compensation Clawbacks

The Department of Justice’s newly launched compensation and clawback pilot program is certain to bring with it numerous implementation hurdles and jurisdictional challenges, but it also incentivizes companies to have in place...more

Barnea Jaffa Lande & Co.

SEC vs. Philips: Expansion of Foreign Corrupt Practices Act

In May 2023, a complex SEC law enforcement proceeding was concluded against Philips, a public Dutch medtech company. The proceeding concluded with a settlement, whereby Philips agreed to pay a fine of more than USD 62 million...more

Robinson & Cole LLP

PCAOB Confirms Complete Access to Inspect and Investigate Chinese Auditing Firms

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On December 15, 2022, the Public Company Accounting Oversight Board (PCAOB), the U.S. independent regulator of public company auditing work, announced that it has completed a test inspection of two selected auditing firms in...more

Mayer Brown Free Writings + Perspectives

PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the...more

Dorsey & Whitney LLP

Holding Foreign Companies Accountable Act - The Impact on Chinese Companies Listed on U.S. Stock Exchanges

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The Holding Foreign Companies Accountable Act (“HFCAA”)1, in December 2020 passed by the Congress and signed into law by then-president of the United States, Donald J. Trump, is one of the most influential measures in the...more

Dorsey & Whitney LLP

The SEC’s Form F-7 Can Be Used to Conduct a U.S. Public Offering of Securities, with No Review, No Ongoing SEC Reporting, and No...

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Did you know that the Canada-U.S. multijurisdictional disclosure system (MJDS) includes an SEC form that does not include any minimum market capitalization requirement, and can be used to complete a public offering of...more

Foley & Lardner LLP

What You Need to Know about the Corporate Transparency Act’s Final Rule

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The Final Rule issued under the Corporate Transparency Act (CTA) is, as forecast, a sweeping and significant update to the U.S. anti-money laundering laws, estimated to affect over 32 million entities by requiring new reports...more

Greenbaum, Rowe, Smith & Davis LLP

FinCEN Issues Final Rule Implementing Beneficial Owner Reporting Under Corporate Transparency Act

What You Need to Know- •The U.S. Treasury Department's FinCEN has issued its final Beneficial Ownership Information Reporting Rule pursuant to the Corporate Transparency Act. •Most business entities will be required to...more

Morgan Lewis

US-China Auditing Oversight Agreement Signals Cooperation Between Nations but Could Lead to Increased Enforcement Risk

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Due to a recent agreement between the Public Company Accounting Oversight Board and Chinese securities regulators, many US exchange–listed companies audited by accounting firms based in mainland China and Hong Kong may be...more

Mayer Brown Free Writings + Perspectives

The SEC’s Office of the Chief Accountant (“OCA”) on Audit Quality and Investor Protection Under the Holding Foreign Companies...

On September 6, 2022, the OCA released a statement regarding audit quality and investor protection under the Holding Foreign Companies Accountable Act (“HFCAA”).  The statement reiterates the importance of high quality audits...more

Jones Day

U.S. and Chinese Regulators Sign Agreement on Access to Audit Materials

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In Short - The Situation: The U.S. Public Company Accounting Oversight Board's ("PCAOB") ability to inspect and investigate PCAOB-registered public accounting firms in mainland China and Hong Kong was previously restricted...more

Orrick, Herrington & Sutcliffe LLP

The U.S. and China Reach Agreement on Audit Cooperation

On August 26, 2022, the U.S. and Chinese governments reached a Statement of Protocol (“SOP”) Agreement regarding cooperation on inspecting the audit work papers of U.S.-listed Chinese companies. The SOP is the culmination of...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

Lowenstein Sandler LLP

Inflation Reduction Act Tax Implications

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The President is expected to imminently sign the Inflation Reduction Act of 2022 (the “Act”), which was passed by both the Senate and House of Representatives. This Client Alert addresses two main tax provisions in the...more

Cooley LLP

Is time running out under the HFCAA?

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In December 2020, the Holding Foreign Companies Accountable Act, co-sponsored by Senators John Kennedy, a Republican from Louisiana, and Chris Van Hollen, a Democrat from Maryland, was signed into law. The HFCAA amended SOX...more

Akin Gump Strauss Hauer & Feld LLP

Navigating the Holding Foreign Companies Accountable Act – The Road to Delisting or Redemption for China-based Companies

Since March, pursuant to the new Holding Foreign Companies Accountable Act (HFCAA), the U.S. Securities and Exchange Commission (SEC) has “identified” more than 135 companies that relied on auditors headquartered in mainland...more

McDermott Will & Emery

SEC Proposes Landmark Standardized Disclosure Rules on Climate-Related Risks

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The US Securities and Exchange Commission (SEC) proposed new climate change disclosure rules on March 21, 2022. The proposed rules (Release Nos. 33-11042; 34-99478) draw heavily on the “four pillar” disclosure framework...more

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