As part of the wider review of the UK’s capital markets regulatory landscape, in May 2023, the Financial Conduct Authority (FCA) published Consultation Paper CP23/10, which set out proposed reforms for companies with listed...more
2023 Market Backdrop -
U.S. and European capital markets in 2023 proved remarkably resilient in the face of challenges that read like a top 10 list of major market disrupters:
- A rapid rise to higher-for-longer...more
On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
10/5/2023
/ Division of Corporate Finance ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
Nearly two decades after the enactment of SOX, which was precipitated by several high-profile corporate and accounting scandals in the US during the late 1990s and early 2000s, UK and European regulators are grappling with a...more
7/19/2023
/ Capital Markets ,
Compliance ,
Corporate Financing Rule ,
Corporate Fraud ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Transparency ,
UK
A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia Hoggett, the CEO of the...more
6/14/2023
/ Board of Directors ,
Capital Markets ,
Corporate Governance ,
Executive Compensation ,
Investment ,
Investors ,
Listing Standards ,
London Stock Exchange ,
Non-Compete Agreements ,
Publicly-Traded Companies ,
Remuneration ,
UK
As part of the wider review of the UK’s capital markets regulatory landscape, the FCA published Consultation Paper CP23/10, which sets out reforms for companies with listed shares on the Main Market of the London Stock...more
5/8/2023
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Eligibility ,
Equity Markets ,
Financial Conduct Authority (FCA) ,
Initial Public Offering (IPO) ,
Listing Rules ,
Publicly-Traded Companies ,
Stock Exchange ,
UK
There has been increased focus recently among London-listed companies in exploring US listings, whether as a further listing or migrating from London altogether. This is primarily being driven by companies seeking to close...more
4/4/2023
/ Capital Markets ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
FTSE ,
Holding Companies ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Trading Obligation (STO) ,
Shareholders ,
Stock Exchange ,
UK
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ 10b5-1 Plans ,
Beneficial Owner ,
Board of Directors ,
Capital Markets ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Final Rules ,
Insider Trading ,
Investors ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ Capital Markets ,
Capital Raising ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
12/14/2022
/ Acquisitions ,
Anti-Corruption ,
Antitrust Division ,
Banking Sector ,
Big Tech ,
Board of Directors ,
Bonds ,
Borrowers ,
Capital Markets ,
Capital Raising ,
China ,
Climate Change ,
Convertible Notes ,
Corporate Counsel ,
Corporate Governance ,
Corporate Restructuring ,
Creditors ,
Cross-Border ,
Cryptocurrency ,
Digital Assets ,
Due Diligence ,
Economic Sanctions ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Financial Services Industry ,
Forum Selection ,
Investigations ,
IRS ,
Lenders ,
Mergers ,
Money Laundering ,
Partnerships ,
Publicly-Traded Companies ,
Recessions ,
Repurchases ,
Russia ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Taxation ,
Technology ,
UK ,
Vertical Mergers
In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more
3/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Confidential Information ,
Delaware General Corporation Law ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Repurchases
Takeaways -
Responding to a decline in the London Stock Exchange’s global market share of IPOs and other fundraising, a string of government-commissioned reports prompted proposals to reform the U.K.’s listing rules and...more
In preparation for 2022, reporting companies should be aware of the SEC filing deadlines and financial statement “staleness” dates that will apply to them, as well as recent regulatory reforms that may affect the preparation...more
London’s recent notable technology IPOs prove that European markets offer tech companies opportunities to achieve multibillion-dollar valuations and to meet their founders’ requirements. In an attempt to increase the number...more
On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper (the Consultation) proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs), discussed in our...more
On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more
On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs)....more
Special purpose acquisition companies (SPACs), also referred to as “blank check” companies, have reached record numbers in the United States, with 242 SPACs conducting an initial public offering (IPO) on either NYSE or Nasdaq...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act (Act). The Act is identical to the bill the U.S. Senate passed in May 2020. Most significantly, the Act requires...more
12/9/2020
/ Annual Reports ,
Audit Reports ,
Audits ,
China ,
Financial Statements ,
Foreign Corporations ,
Foreign Jurisdictions ,
Form 10-K ,
Form 20-F ,
Hong Kong ,
PCAOB ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act
On August 26, 2020, the Securities and Exchange Commission (SEC) approved a proposal from the New York Stock Exchange (NYSE) that would allow companies going public via a direct listing to issue and sell new shares on their...more
On August 26, 2020, the Securities and Exchange Commission (SEC) voted 3-2 to modernize Regulation S-K rules requiring business description, legal proceedings and risk factor disclosures. The amendments are intended to update...more
On April 6, 2020, the New York Stock Exchange (NYSE) filed an immediately effective rule change with the Securities and Exchange Commission (SEC) that waives the application of certain shareholder approval requirements...more
U.K. public companies preparing for this year’s annual general meeting (AGM) season are facing a number of unprecedented challenges caused by the COVID-19 pandemic, as they seek to comply with their legal obligations while...more