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Publicly-Traded Companies Investor Protection

Mayer Brown Free Writings + Perspectives

Climate-Risk Disclosure Rules

The Securities and Exchange Commission adopted (in a 3-2 vote) final rules related to climate-related disclosures.  These rules had first been proposed in March 2022.  In his opening remarks, SEC Chair Gensler noted that 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

Hogan Lovells

Talk the talk – Hong Kong court calls on regulators to enhance investor protection

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In Securities and Futures Commission v Sound Global Ltd [2022] HKCFI 3025, the Honourable Madam Justice Linda Chan was forthright in her view that regulators should step up when it comes to enforcing investor protection with...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

Comment Letter Submitted on SEC’s Proposed Climate-Related Disclosure Rules

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We believe our proposed changes support all market participants' common objectives of investor protection and fair and efficient capital markets. ...more

Mayer Brown Free Writings + Perspectives

Congress Passes the “Holding Foreign Companies Accountable Act”

Foreign public companies listed in the United States may soon face delisting if their auditors cannot comply with US investor protection laws. On December 2, 2020, the US House of Representatives passed by voice vote the...more

Mayer Brown Free Writings + Perspectives

SEC Division of Corporation Finance Publishes Disclosure Considerations for China-based Issuers

The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020. The disclosure topic provides guidance to China-based Issuers:...more

White & Case LLP

SEC Adopts Amendments to Auditor Independence Requirements

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On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more

Mayer Brown Free Writings + Perspectives

President’s Working Group on Financial Markets Releases Report on Protecting U.S. Investors from Significant Risks from Chinese...

On August 6, 2020, the President’s Working Group on Financial Markets (“Working Group”) released its Report on Protecting United States Investors from Significant Risks from Chinese Companies (“Report”)....more

White & Case LLP

Practical Tips to Prepare for Upcoming Quarterly Disclosures

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As companies close their books on the second quarter and prepare their second quarter disclosures, it is important to assess the continuing impact of COVID-19 on businesses, employees and financial results and provide...more

Orrick, Herrington & Sutcliffe LLP

S. 945 Introduces New Disclosure Requirements for U.S.-Listed Chinese Companies and Possible Delisting for Non-Compliance

On May 20, 2020, the U.S. Senate passed S.945, the Holding Foreign Companies Accountable Act (“Bill”), which requires certain public companies to disclose whether they are owned or controlled by a foreign government,...more

Mayer Brown Free Writings + Perspectives

Temporary Nasdaq Relief from Shareholder Vote Requirement

On May 4, 2020, the Securities and Exchangen Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions (the “rule filing”). Nasdaq...more

Cadwalader, Wickersham & Taft LLP

UK’s Financial Conduct Authority Consults on New Climate-Related Disclosure Requirements following TCFD Recommendations

In March 2020, the UK’s Financial Conduct Authority (the “FCA”) released a consultation paper entitled: “Proposals to enhance climate-related disclosures by listed issuers and clarification of existing disclosure obligations”...more

Stinson - Corporate & Securities Law Blog

SEC Sets Disclosure Expectations on IP Risks Associated with International Operations

The SEC has issued new guidance it believes will assist public companies both in assessing materiality and in drafting disclosure related to risks to technology and intellectual property that may result from conducting...more

Dechert LLP

SEC’s Enforcement Division Releases 2019 Annual Report: Asset Management Industry Enforcement Leads to Record Numbers

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The Enforcement Division (Division) of the Securities and Exchange Commission released its Annual Report on November 6, 2019, summarizing the year’s enforcement activity. It was a record-setting year for the Division due to...more

Bass, Berry & Sims PLC

Navigating the Maze: Which SEC Rules Apply to Your Non-GAAP Financial Measure Disclosures

Bass, Berry & Sims PLC on

The recent SEC enforcement action against ADT Inc. for its failure to comply with the SEC’s equal prominence requirements applicable to non-GAAP financial measures, as outlined in our recent blog post, is a clear reminder...more

Mayer Brown Free Writings + Perspectives

House Financial Services Committee and House of Representatives Address Capital Formation Related Bills

This past week, the House Financial Services Committee considered and passed a few bills that would, if passed by the House, result in changes to the securities laws. ...more

Dechert LLP

International Capital Markets Newsletter Issue 1 – Spring 2019: Prospectus Regulation: What Changes on 21 July 2019?

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On 20 July 2017, the EU Prospectus Regulation (the “Prospectus Regulation”) entered into force. The Prospectus Regulation was created as part of a group of proposals identified in the European Commission’s Capital Markets...more

White & Case LLP

The new Risk Factor Regime under the Prospectus Regulation

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After its entry into force on 20 July 2017, the new Prospectus Regulation ("PR3") will become fully applicable from 21 July 2019. It will replace the previous EU Directive 2003/71/EC (the "Prospectus Directive"). The change...more

Dechert LLP

SEC Enforcement Division Releases 2018 Annual Report

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On November 2, 2018, the SEC Enforcement Division (“Division”) released its Annual Report summarizing the past year’s enforcement activity. In the 2018 fiscal year, the first full fiscal year that Stephanie Avakian and Steven...more

Jones Day

Hong Kong Exchange Publishes Draft Rules for Biotech Listings, Requests Comments

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The Hong Kong Stock Exchange recently published a Consultation Paper on a Listing Regime for Companies from Emerging and Innovative Sectors, and proposed to introduce a new chapter implementing the listing of...more

Dechert LLP

SEC 2018 Examination Priorities Match Chairman Clayton’s Priorities as Reflected in the Agency’s Budget Request

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This year’s examination priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) were announced on February 6, 2018, and cover five broad, albeit...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Announces Groundbreaking New Rules for Dual-Class Share, High-Tech and Biotech Company Listings

After publishing the “New Board Concept Paper Conclusions” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued on 23 February 2018 a consultation paper entitled “A Listing Regime for Companies From...more

Sheppard Mullin Richter & Hampton LLP

The Numbers Don’t Lie: The SEC Pursues a More Streamlined Enforcement Agenda

One of the most eye-catching items in the recently released 2017 Annual Report of the Enforcement Division of the Securities and Exchange Commission (SEC or the Commission) is the significant decline in enforcement activity...more

Morrison & Foerster LLP

Practice Pointers on Non-GAAP Financial Measures

On June 27, 2016, Securities and Exchange Commission (“SEC”) Chair Mary Jo White, speaking at the International Corporate Governance Network’s Annual Conference in San Francisco, reiterated the SEC’s growing concern regarding...more

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