News & Analysis as of

Foreign Private Issuers Securities & Exchange Commission

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

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

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

It’s Annual Report Time—Recent Developments and Trends for the Preparation of Form 20-F

by Shearman & Sterling LLP on

It is now time for a large number of foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission...more

Foreigners Get Special Treatment: SEC Updates Guidance to Foreign Private Issuers

by Hodgson Russ LLP on

The CFO of a Canadian dual-listed company calls you in a panic because it has recently come to his attention that, to his great surprise, the majority of his shareholders are not in fact Canadian, but American! He recalls...more

Blog: CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cooley LLP on

Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to Below are summaries. Rule...more

SEC Staff Issues New C&DIs Related to Foreign Issuers

by Morrison & Foerster LLP on

On December 8, 2016, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Staff”) released several new compliance and disclosure interpretations (“C&DIs”) clarifying the definition of...more

SEC Staff Releases New Interpretations Relevant for Foreign Private Issuers and Rule 144A

by Shearman & Sterling LLP on

On December 8, 2016, the SEC’s Division of Corporation Finance released new “C&DI” interpretations, many of them applicable in particular to foreign private issuers. They provide welcome certainty for companies seeking to...more

SEC Staff Issues Guidance on Definition of Foreign Private Issuer

On December 8, 2016, the Staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding the definition of foreign private issuers (FPIs) under...more

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

by White & Case LLP on

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

SEC Approves Nasdaq Rule Requiring Public Disclosure of Payments to Directors by Third Parties

by Morrison & Foerster LLP on

In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more

Proposed SEC Rules Modernize Mining Disclosures Using Canadian Rules as the Gold Standard

by Hodgson Russ LLP on

On June 16, 2016, the U.S. Securities and Exchange Commission proposed a set of comprehensive mining disclosure rules with the stated intent of “aligning such rules with current industry and global regulatory practices and...more

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