News & Analysis as of

Foreign Private Issuers

Mid-Year IPO Trends - July 2017

Practical Law Company recently reviewed trends in the U.S. IPO market for the first half of 2017. In the first five months of 2017, 46 IPO issuers identified themselves as emerging growth companies (EGCs). Under the JOBS...more

SEC Commences Expanded Nonpublic Review of Registration Statements

by Dechert LLP on

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section...more

SEC Allows All Companies to Submit Confidential Initial Registration Statements

On June 29, 2017, the SEC announced that starting on July 10, 2017 all companies can take advantage of confidential SEC review of certain registration statements submitted in connection with an IPO. Confidential SEC review...more

SEC Confidential Submission Procedures Expanded Beyond Emerging Growth Company Issuers Beginning July 10, 2017

Last week, the Staff of the Securities and Exchange Commission (SEC) announced that, beginning on July 10, 2017, the SEC will accept voluntary draft registration submissions from all issuers for nonpublic review. This...more

SEC Expands Confidential Submission Process to All IPOs

by Bracewell LLP on

The Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced that it will permit all companies to submit draft registration statements relating to initial public offerings (IPOs) for...more

SEC Expands Nonpublic Draft Registration Statement Processing Procedures

New Policy Provides Substantial Flexibility for Non-EGC and Foreign Issuers, Direct Listings, and Select Follow-On Transactions - On June 29, 2017, the U.S. Securities and Exchange Commission (SEC) Division of Corporation...more

Foreign Private Issuer Calculation Date for Calendar Year-End Foreign Issuers is June 30, 2017

by Dorsey & Whitney LLP on

As a reminder to all foreign issuers that have a December 31 fiscal year end, the upcoming end of their second fiscal quarter, June 30, 2017, will be the calculation date for their status as a foreign private issuer (“FPI”)...more

Annual Determination of Foreign Private Issuer Status—Determination Date for Many Foreign Private Issuers is Friday, June 30, 2017

It is almost time for foreign companies that operate as foreign private issuers (FPIs) under the US federal securities laws to assess their status as FPIs. An FPI is required to reassess its status as an FPI annually as of...more

Capital Markets & Public Companies Quarterly: New Developments in 2017

by McDermott Will & Emery on

The first quarter of 2017 saw quite a few new developments in the Capital Markets & Public Companies regulatory landscape. President Trump’s nominee to be the new Chair of the Securities and Exchange Commission (SEC), Jay...more

Proskauer’s 2017 IPO Study

by Proskauer Rose LLP on

Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more

Global IPO Guide - 2017 Edition

by Latham & Watkins LLP on

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

Foreign Private Issuers May Begin Submitting Their Financial Statements in XBRL

On March 1, 2017, the Securities and Exchange Commission (SEC) provided notice that the International Financial Reporting Standards (IFRS) taxonomy has been published on the SEC’s website as provided for by the EDGAR Filer...more

When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

by Latham & Watkins LLP on

The SEC will require IFRS filers to use XBRL starting in 2018. Key Points - FPIs using IFRS are subject to XBRL starting in 2018: ..XBRL filing is voluntary in 2017, and will be required for filings beginning...more

Recent Regulatory Developments and the New US Presidential Administration's Actions Affecting Public Companies

by White & Case LLP on

There have been several recent developments and proposed initiatives related to deregulation impacting US public companies and foreign private issuers ("FPIs"). Below is a brief summary of regulatory changes that have been...more

Compliance with XBRL for Foreign Private Issuers that Prepare their Financial Statements in Accordance with IFRS Required...

by Dorsey & Whitney LLP on

On March 1, 2017, the United States Securities and Exchange Commission (SEC) published the taxonomy for the eXtensible Business Reporting Language (XBRL) for financial statements prepared in accordance with International...more

SEC Proposes to Require Use of Inline XBRL

In 2009 the SEC adopted rules requiring operating companies to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using...more

XBRL for Foreign Private Issuers: Coming in 2018

by Latham & Watkins LLP on

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The Commission prevailed in another trial. The action centered on fraud in connection with a securities lending transaction. The agency also brought another suspicious trading case this week....more

XBRL for Foreign Private Issuers: Coming Next Year

by Latham & Watkins LLP on

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a...more

Repeal of Resource Extraction Disclosure Rule

by Morrison & Foerster LLP on

On February 14, 2017, President Trump approved Congress’ joint resolution to repeal the SEC’s resource extraction disclosure rule. That action effectively brings to a conclusion the SEC’s efforts to implement a resource...more

Governance & Securities Law Focus: Asia Edition - February 2017

by Shearman & Sterling LLP on

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see...more

Defining Foreign Private Issuers: Are You a Wizard or a Muggle?

by Latham & Watkins LLP on

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations. Key Points: ..A company must pass one of two tests to qualify as an FPI....more

NYSE Issues Its 2017 Listed Company Compliance Guide Memoranda for Both Domestic Issuers and FPIs

On February 1, 2017, the NYSE issued separate Listed Company Compliance Guidance memoranda for both U.S. companies (“Domestic Companies”) and foreign private issuers (“FPIs”) listed on the NYSE. Below is a brief overview of...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

by White & Case LLP on

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

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

by Latham & Watkins LLP on

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

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