News & Analysis as of

Publicly-Traded Companies

The Northern District of New York Applies the “Reasonable Belief” Standard

On May 11, 2017, the Northern District of New York applied the Second Circuit’s standard for evaluating a Dodd-Frank retaliation claim in response to a motion to dismiss under F.R.C.P. Rule 12(b)(6). The court denied the...more

Artificial Intelligence – Why it matters now  [Video]

by Hogan Lovells on

Hogan Lovells partner Richard Diffenthal talks to Azeem Azhar, curator of The Exponential View, about the current status and implications of Artificial Intelligence (AI) and machine learning tools. They touch on numerous...more

U.S. IPO Market: Can We Bounce Back From Two Slow Years?

The U.S. IPO market began 2017 with a solid start, with 25 IPOs raising nearly $10 billion in the first quarter and another 31 IPOs in the second quarter through May 15. We have a number of U.S. and non-U.S. clients moving...more

SEC Hints that Enforcement Actions on Lax Cybersecurity Might Be Coming

by Nossaman LLP on

With the confirmation of Jay Clayton as the Chair of the Securities and Exchange Commission, comments made last month by the Acting Enforcement Director, Stephanie Avakian, regarding the importance of accurate reporting in...more

New NZX Corporate Governance Code

by DLA Piper on

The NZX yesterday released its updated Corporate Governance Code (New Code), which will replace the existing Best Practice Code set out in the Appendix to the NZX Listing Rules (Old Code). The New Code has been developed from...more

If The Market Makes You Do It, Why Should The SEC?

by Allen Matkins on

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclosures to investors unless legally required to do so. Yet, there is ample evidence of issuers making disclosures in the absence of...more

Shareholder Proposal Reform under the Financial CHOICE Act of 2017: A Welcome Development for Companies or a Trojan Horse?

by Dechert LLP on

The U.S. House of Representatives’ Financial Services Committee approved the Financial CHOICE Act of 2017 last Thursday, clearing it for a vote before the entire House. The bill contemplates sweeping changes affecting a range...more

Corporate Governance in The Trump Era: A Note of Caution

by WilmerHale on

The past decade or so has been a challenging time for publicly held companies, particularly those in the financial sector. Since 2008, banks and financial services firms have been the subject of an aggressive effort by the...more

Understanding the New Lease Accounting Rules

The new lease accounting rules (Accounting Standards Update N0. 2016-02; Topic 842) will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under existing GAAP. For...more

Cybersecurity Disclosures: A How-To Guide

by Bryan Cave on

In October of 2011, the U.S. Securities and Exchange Commission (“SEC”) issued guidance regarding a public company’s obligations to disclose cybersecurity risks and cyber incidents (the “Cybersecurity Disclosure Guidance”)....more

GAO Reports on 2015 Conflict Minerals Form SDs

GAO released an analysis of a generalizable sample of conflict minerals disclosures filed with SEC in 2015. The analysis found that an estimated 49 percent of companies in 2015 reported having determined whether the conflict...more

Sixth Circuit Dismisses ERISA Stock Drop Action Against Cliffs Natural Resources

The Sixth Circuit affirmed the dismissal of ERISA stock drop claims by participants in the Cliffs Natural Resources’ 401(k) Plan. The participants alleged fiduciary breach claims based on public and non-public information...more

SEC’s Investor Advisory Committee Airs Concerns Over Multi-Tiered Offerings Following Snap’s IPO

Snap Inc., which debuted on the New York Stock Exchange (NYSE) on March 2nd, was the largest tech IPO since Alibaba went public in 2014. Initially priced at $17 per share, the share price jumped to more than $24 by the end of...more

Securities Act and Exchange Act Form Revisions

In 2012, the Jumpstart Our Business Startups (JOBS) Act created a new category of companies known as “emerging growth companies (EGCs).” The JOBS Act also requires that, once every five years, the SEC indexes various EGC...more

Stamp duty changes for all share transfers - including listed companies?

by Dentons on

On 10 March 2017, an urgent bill was passed, with all three readings done in a single Parliament sitting on the same day. A joint press release (the Press Release) was released on the same day by the Ministry of National...more

SEC Staff Relaxes Conflict Minerals Reporting

Effective immediately, the SEC staff has relaxed conflict minerals reporting requirements by public companies. The change was triggered by the entry of a final judgment in the conflict minerals case. ...more

Tax Round Up - April 2017

by Proskauer Rose LLP on

Welcome to the Tax Round Up, the first edition of what will be a regular bulletin highlighting the latest tax developments relevant to UK companies and asset managers. We plan to produce this monthly with the next one in...more

Italy Approves Regulatory Provisions Implementing Market Abuse Regulation (MAR)

by Latham & Watkins LLP on

The Italian Securities Commission (CONSOB) has published Resolution no. 19925/2017 setting out the amendments to CONSOB regulation on issuers, markets and related parties transactions which are necessary to implement in...more

High yield bond to IPO—a natural progression

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 3 - The steps taken in a high yield bond issuance can be leveraged as a company considers an IPO. Below is a road map for high yield bond issuers contemplating an initial...more

Listing framework for Dual Class Shares - A closer look into safeguards

by Dentons on

The subject of Dual Class Shares (DCS) has given rise to much debate in the context of public listed companies. Briefly, a DCS structure departs from the default one-share, one-vote concept by allowing companies to issue...more

Update – New OJK Regulations on Substantial Shareholding Reporting and GMS Procedure

by Allen & Overy LLP on

On 14 March 2017, the Financial Services Authority (Otoritas Jasa Keuangan, the OJK) issued Regulation No.11/ POJK.04/2017 on Reporting of Substantial Shareholdings in Public Companies (POJK 11/2017). This new regulation...more

Saudi Arabia Update - March 2017

by Dentons on

Legal developments - The Kingdom continues its move towards e-government services - Ministry of Municipal and Rural Affairs considers issuing temporary licenses online for multiple activities - The Ministry of...more

SEC Requires Public Companies to Hyperlink Exhibits Beginning September 1, 2017

Public companies will soon be required to include an active hyperlink to each exhibit to all registration statements filed under the Securities Act of 1933, as amended, and all periodic and current reports filed under the...more

Public Companies Should Consider Shareholder Reapproval of Section 162(m) Performance Compensation Plans Approved in 2012

by Snell & Wilmer on

As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more

Texas District Court Dismisses SOX Whistleblower Claim For Lack of Protected Activity

On March 21, 2017, the Northern District of Texas dismissed a former employee’s whistleblower retaliation claim on the ground that her allegations of fraud were too far removed from potentially harming the shareholders of a...more

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Cybersecurity

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