Foreign Private Issuers Securities & Exchange Commission

News & Analysis as of

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

NYSE Listed Foreign Private Issuers Now Required to Submit Unaudited Semiannual Financial Information

The New York Stock Exchange (NYSE) recently proposed to amend the NYSE Listed Company Manual to require foreign private issuers listed on the NYSE to furnish with the U.S. Securities and Exchange Commission (SEC) semiannual...more

NYSE Rule Requiring Foreign Private Issuers to Submit Semi-Annual Unaudited Financial Information on Form 6-K is Now Effective

The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016....more

NYSE to Require Foreign Private Issuers to File Semiannual Financial Statements on Form 6-K

The SEC has approved an NYSE rule change which will require foreign private issuers to file semiannual financial statements on Form 6-K. Foreign private issuers are not currently subject to any SEC rule that specifically...more

Financial Statement Requirements in US Securities Offerings: What You Need to Know

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

2016 SEC Filing Deadlines for Companies With December 31, 2015 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2016. Companies also should be mindful of the 2016 financial statement “staleness” dates (when financial...more

Dodd-Frank Executive Compensation Update: SEC Adopts CEO Pay Ratio Disclosure Rules

The Securities and Exchange Commission (SEC) recently adopted final rules implementing one of the last four remaining executive compensation requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. ...more

Where In The World Is An Issuer’s Home Country?

The Securities and Exchange Commission’s proposed rules setting listing standards for recovery of erroneously awarded compensation would allow exchanges to permit foreign private issuers to forgo recovery as impracticable if...more

FAQs on the SEC’s Proposed Clawback Rule

On July 1, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a rule directing national securities exchanges and associations to establish listing standards that require public companies to adopt and enforce a...more

SEC Approves Final Rules for Pay Ratio Disclosure

The Securities and Exchange Commission (SEC) adopted the final "pay ratio" disclosure rules to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) at an open meeting on...more

SEC Adopts Pay Ratio Rules

On August 5, 2015, the Securities and Exchange Commission (“SEC”) adopted rules, as directed by Congress in Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Section 953(b)”), to require...more

SEC Adopts “Pay Ratio” Disclosure Rule

The SEC has adopted amendments to Item 402 of Regulation S-K to implement the pay ratio disclosure mandated by Section 953(b) of the Dodd-Frank Act. New paragraph (u) to Item 402 of Regulation S-K requires registrants to...more

SEC Adopts Final CEO Pay Disclosure Rule

On August 5, the SEC adopted a rule requiring public companies to disclose the pay ratio of their CEO to the median compensation of their employees. The rule gives companies some flexibility in the method of determining the...more

SEC Proposes Rules to Direct Exchanges to Require Compensation Recovery Policies

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC approved proposed rules required under Section 954 of the Act. Section 954 of the Act added...more

SEC Adopts Final Pay Ratio Rule

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

SEC Adopts Final Pay Ratio Rule – A Comprehensive Summary

The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more

SEC Proposes Executive Compensation Claw-Back Rules

The US Securities and Exchange Commission has proposed rules that would require issuers listed on US stock exchanges to adopt and disclose a policy to recover, or “claw back”, certain incentive-based compensation. Recovery...more

SEC Proposes Rules to Implement Dodd-Frank Act Executive Compensation Clawback

The Securities and Exchange Commission (SEC) recently proposed another long-awaited set of rules to implement the clawback policy required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). ...more

SEC Proposes Mandatory Incentive Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

SEC Proposes Rules on Compensation Clawback Policies

On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more

SEC Proposes Rules for Clawback of Incentive Compensation

On July 1, 2015, the Securities and Exchange Commission (SEC) issued the long-awaited proposed rules to implement section 10D of the Securities Exchange Act of 1934, as added by section 954 of the Dodd-Frank Wall Street...more

SEC Proposes Rules Requiring Companies to Adopt, Disclose, and Comply With Clawback Policies on Erroneously Awarded Executive...

On July 1, 2015, the US Securities and Exchange Commission (SEC) issued a long-awaited release (Proposing Release) proposing rules that would direct the national securities exchanges to establish listing standards requiring...more

SEC Proposes Broadened Executive Compensation “Clawback” Rules

On July 1, the SEC proposed rules requiring national security exchanges (such as NYSE and Nasdaq) to establish listing standards requiring publicly traded companies to adopt, comply with and disclose written clawback...more

Coming to America – A Guide for FPIs

In this Issue: - The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - Chapter 1: Background - Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

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