Securities Exchange Act, Foreign Private Issuers

Divided SEC Adopts New Climate-Related Disclosure Rules

BCLP on 3/8/2024

On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more

Congress decides not to subject insiders of FPIs to Section 16—for now

Cooley LLP on 12/20/2023

Back in September, we learned about a provision in the then-proposed Senate bill, National Defense Authorization Act for Fiscal Year 2024, which would make insiders of foreign private issuers subject to Section 16 by...more

Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Cooley LLP on 12/13/2023

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to...more

Canadian Dual-Listed Company Insiders May Become Subject to U.S. Short-Swing Profit and Insider Reporting Rules

Davies Ward Phillips & Vineberg LLP on 11/1/2023

Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian...more

SEC Accelerates Filing Deadlines for Beneficial Ownership Reports by 5% Shareholders, and Further Amends and Guides Reporting...

Dorsey & Whitney LLP on 10/24/2023

On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more

Smackdown in SPAC Town: SEC Penalizes Pair of Auditors and PCAOB Tags In

Holland & Knight LLP on 9/28/2023

The SEC did not take time off for the summer when it comes to enforcement activity involving auditors of special purpose acquisition companies (known as SPACs and addressed by us previously). While others may have been...more

Will Congress subject insiders of FPIs to Section 16?

Cooley LLP on 9/26/2023

I don’t normally study defense appropriations bills, but the folks at thecorporatecounsel.net blog apparently do. And good thing, too. As they point out, Section 6081 of the new National Defense Authorization Act for Fiscal...more

SEC Heightens Issuers' Cybersecurity Disclosure Requirements

Husch Blackwell LLP on 8/16/2023

On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more

SEC adopts new rules to expand public company disclosure relating to cybersecurity by year end

Eversheds Sutherland (US) LLP on 8/2/2023

On July 26, 2023, the US Securities and Exchange Commission (SEC) released final rules requiring disclosure by public companies of material cybersecurity incidents and policies and procedures related to cybersecurity risk...more

SEC Heightens Issuers' Share Repurchase Disclosure Requirements

Husch Blackwell LLP on 7/24/2023

On May 3, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the disclosure requirements relating to issuers’ repurchases of their equity securities. As outlined below, the amendments require additional...more

U.S. SEC Adopts Share Repurchase Disclosure Rules

Morrison & Foerster LLP on 5/16/2023

On May 3, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules that will require additional detail regarding the structure of share repurchase plans or programs and share repurchases by...more

SEC Adopts Share Repurchase Disclosure Rules

Dechert LLP on 5/15/2023

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must...more

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on 5/9/2023

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

SEC Adopts Final “Pay Versus Performance” Rules

Vinson & Elkins LLP on 9/14/2022

On August 25, 2022, the Securities and Exchange Commission (the “SEC”) announced that it adopted a final rule requiring companies to disclose information that is intended to reflect the relationship between compensation paid...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on 9/7/2022

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on 12/28/2021

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

The Lights Could Go Out on Over-the-Counter Companies on September 28, 2021

Dorsey & Whitney LLP on 8/16/2021

On September 28, 2021, companies trading in the United States over-the-counter securities markets (“OTC Markets”) that do not comply with amended Rule 15c-211 will no longer be eligible for quotation on the OTC Markets,...more

US IPO Guide - 2021 Edition

Latham & Watkins LLP on 7/2/2021

This is our initial public offering guide. It will help you decide whether an IPO is the right move for your company and, if so, help you make sure your IPO goes off as quickly and as smoothly as possible, without any...more

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on 4/19/2021

This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more

California Federal Court Holds that U.S. Securities Laws Apply to Unsponsored, Unlisted ADRs

Proskauer - Corporate Defense and Disputes on 1/31/2020

The U.S. District Court for the Central District of California held on January 28, 2020 that the federal securities laws apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (“ADRs”) for a foreign...more

10 Key Takeaways From the Section 162(m) Proposed Regulations

Latham & Watkins LLP on 1/24/2020

Recently issued proposed regulations clarify changes made by the TCJA to the tax deductibility of executive compensation. Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act...more

Key Considerations for the 2020 Annual Reporting Season

White & Case LLP on 1/23/2020

This memorandum outlines key considerations from White & Case’s Public Company Advisory Practice for foreign private issuers (“FPIs”) in preparation for the 2020 annual reporting season. It describes our key considerations...more

Highlights from Proposed Section 162(m) Regulations

BCLP on 1/14/2020

Section 162(m) of the Internal Revenue Code disallows a deduction by any publicly held corporation for applicable employee remuneration paid with respect to any covered employee to the extent that remuneration for the taxable...more

Securities Exchange Act › Foreign Private Issuers

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