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
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
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
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
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
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
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 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
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
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
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
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
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
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
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
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 -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
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
3/10/2020
/ Amended Regulation ,
Corporate Issuers ,
Debt Securities ,
Disclosure Requirements ,
Financial Statements ,
Guarantors ,
Parent Corporation ,
Public Offerings ,
Publicly-Traded Companies ,
Regulation S-X ,
Securities and Exchange Commission (SEC) ,
Subsidiaries
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
2/8/2020
/ Acquisitions ,
Antitrust Provisions ,
Capital Markets ,
Corporate Governance ,
Department of Justice (DOJ) ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
Latin America ,
Mergers ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC)
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
1/22/2020
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Prospectus ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
UK ,
Venture Capital
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
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements
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
10/29/2019
/ C&DIs ,
CONSOB ,
Corporate Governance ,
Emerging Growth Companies ,
European Securities and Markets Authority (ESMA) ,
FATF ,
Financial Conduct Authority (FCA) ,
Investment Company Act of 1940 ,
Libor ,
New Rules ,
NYSE ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC)
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
10/18/2019
/ AML/CFT ,
Corporate Issuers ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Regulatory Reform ,
Global Marketplace ,
Member State ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
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
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
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
9/23/2019
/ Acquisitions ,
Capital Markets ,
Corporate Governance ,
Enforcement Actions ,
EU ,
Financial Institutions ,
Italy ,
Mergers ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
UK