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2024 Proxy Season Quick Reference Guide

The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

SEC Postpones Effective Date of New Stock Buyback Disclosure Requirements

The Securities and Exchange Commission (SEC) announced today that it has issued an order postponing the effective date of its Share Repurchase Disclosure Modernization rule and, as a result, the rule is stayed pending further...more

T+1 Settlement Coming May 28, 2024

On February 15, 2023, the SEC adopted several changes to shorten the standard settlement cycle for securities transactions to T+1 effective May 28, 2024...more

It Is Annual Report Time—Recent Developments and Trends for the Preparation of the 2022 Form 20-F

Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more

Debt Buyback and Liability Management Considerations in a Volatile Market

In light of continued negative macroeconomic trends—including but not limited to meaningfully higher global inflation, tightening monetary policy by central banks, volatile energy prices, slowing consumption, continued supply...more

SEC Proposes Sweeping New Climate-Related Disclosure Framework

After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more

SEC Proposes New Cybersecurity Disclosure Rules

On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more

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

It is now time for foreign private issuers (FPIs) 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 (the SEC) by...more

SEC Proposes New Disclosure Rules for Share Repurchases

On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more

Corporate Governance and Securities Law Update: Latin America Edition, November 2020

This newsletter provides a snapshot of the principal U.S. and selected international governance and securities law developments during the third quarter of 2020 that may be of interest to Latin American corporations and...more

Corporate Governance and Securities Law Update: Latin America Edition - July 2020

This newsletter provides a snapshot of the principal U.S. and selected international governance and securities law developments during the second quarter of 2020 that may be of interest to Latin American corporations and...more

Governance & Securities Law Focus: Europe Edition, July 2020

In this newsletter, we provide a snapshot of the principal European, U.S., U.K. and selected international governance and securities law developments of interest to European corporates. ...more

Corporate Governance and Securities Law Update: Latin America Edition - May 2020

This newsletter provides a snapshot of the principal U.S. and selected international governance and securities law developments during the first quarter of 2020 that may be of interest to Latin American corporations and...more

SEC Issues Order Extending Conditional Exemptions from Reporting and Proxy Delivery

As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more

SEC Issues New COVID-19 Disclosure Guidance

As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more

Debt Buyback and Liability Management Considerations

As the markets continue to react to the COVID-19 pandemic, the trading prices of many corporate loans and bonds have fallen dramatically. As a result, many companies (or their private equity sponsors) are looking at...more

COVID-19: Disclosure and Capital Markets Considerations for US Listed Public Companies

COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES - The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more

SEC Eliminates Consolidating Financial Information for SEC-Registered Debt Securities with Subsidiary Issuers or Guarantors

Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more

Corporate Governance and Securities Law Update: Latin America Edition - February 2020

US DEVELOPMENTS - SEC and NYSE/Nasdaq Developments - SEC Proposes Changes to Accredited Investor Definition to Broaden Access to Investments - In December 2019, the Securities and Exchange Commission (SEC)...more

Governance & Securities Law Focus: Europe Edition - January 2020

EU DEVELOPMENTS - Corporate and Capital Markets - Institutional Investment: ESMA Report on Undue Short-Term Pressure on Corporations (Corporate Aspects) - On 18 December 2019, the European Securities and Markets...more

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

It is now time for 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 (the SEC) by April...more

Corporate Governance & Securities Law Update: Latin America Edition - October 2019

Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in September 2019. ...more

Governance & Securities Law Focus: Europe Edition, October 2019

Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in July 2019. ...more

SEC Issues Final Rule to Expand Test-the-Waters Communications to All Issuers

On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more

Corporate Governance And Securities Law Update: Latin America Edition

Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in April 2019. ...more

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