On October 16, 2018, the Securities and Exchange Commission (SEC) issued a report outlining an investigation conducted by the SEC’s Division of Enforcement related to the internal accounting controls at nine public companies...more
10/30/2018
/ Cyber Crimes ,
Cybersecurity ,
Email ,
Enforcement ,
Fraud ,
Information Reports ,
Internal Controls ,
Interpretive Opinions ,
Popular ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Spoofing
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
10/19/2018
/ Corporate Governance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Financial Markets ,
Hong Kong ,
Italy ,
Listing Standards ,
Market Abuse ,
MiFID II ,
Regulatory Standards ,
Securities Litigation ,
Takeovers ,
UK
On September 18, 2018, Shearman & Sterling submitted a comment letter on the SEC’s proposed revisions to the financial disclosure requirements for registered debt securities that are guaranteed or collateralized with...more
On August 17, 2018, the Securities and Exchange Commission (SEC) announced the adoption of amendments to simplify and update disclosure requirements. Although the amendments are voluminous in length and breadth of provisions...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
8/1/2018
/ C&DIs ,
CFTC ,
Corporate Governance ,
Cryptocurrency ,
Cybersecurity ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Institutions ,
FRCP 23 ,
GAAP ,
JOBS Act ,
Joint Comprehensive Plan of Action (JCPOA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SIFMA
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
7/20/2018
/ American Pipe & Construction Co. v. Utah ,
Board of Directors ,
Corporate Governance ,
Diversity ,
Enforcement Actions ,
EU ,
Iran Sanctions ,
MLD5 ,
Non-GAAP Financial Measures ,
Prospectus ,
Securities Litigation ,
Shareholder Rights ,
UK ,
Virtual Currency
In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
In this newsletter, we provide a snapshot of the principal European, U.S. and selected international governance and securities law developments of interest to European corporates.
...more
4/19/2018
/ Corporate Governance ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Institutions ,
GAO ,
Italy ,
London Stock Exchange ,
Nasdaq ,
NYSE ,
Securities and Exchange Commission (SEC) ,
UK
On February 21, 2018, the Securities and Exchange Commission released new interpretive guidance on public company disclosures regarding cybersecurity risks and incidents....more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
2/9/2018
/ AML/CFT ,
Asia ,
Board of Directors ,
Class Action ,
Compliance ,
Corporate Governance ,
Cryptocurrency ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
Initial Coin Offering (ICOs) ,
MiFID II ,
Non-GAAP Financial Measures ,
Popular ,
Securities Fraud
In this newsletter, we provide a snapshot of the principal European, U.S. and selected international governance and securities law developments of interest to European corporates.
...more
1/26/2018
/ Asia ,
Corporate Governance ,
Enforcement Actions ,
EU ,
Examination Priorities ,
Financial Markets ,
Italy ,
Securities Litigation ,
Strategic Enforcement Plan ,
Tax Cuts and Jobs Act ,
UK
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 1 May...more
1/11/2018
/ C&DIs ,
Cybersecurity ,
EBITDA ,
Foreign Private Issuers ,
GAAP ,
IFRS ,
Internal Controls ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Regulation S-X ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
XBRL Filing Requirements
On November 1, 2017, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14I (SLB 14I) on shareholder proposals, which sets out a...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
10/24/2017
/ EU ,
European Securities and Markets Authority (ESMA) ,
Financial Reporting ,
Hyperlink ,
Initial Public Offering (IPO) ,
Listing Standards ,
Person with Significant Control (PSC Register) ,
Securities Litigation ,
Takeover Code ,
UK ,
UK Brexit
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
7/19/2017
/ Anti-Money Laundering ,
CONSOB ,
Corporate Governance ,
EMIR ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Hong Kong ,
JOBS Act ,
Listing Standards ,
Non-GAAP Financial Measures ,
Prospectus ,
Reporting Requirements ,
Securities Litigation ,
Third Country Entities (TCEs) ,
UK
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
4/24/2017
/ Cadbury ,
EU ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
IFRS ,
Insider Trading ,
Non-GAAP Financial Measures ,
Prospectus ,
Securities Settlement Cycles ,
Shareholder Rights ,
Unique Transaction Identifiers ,
XBRL Filing Requirements
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
2/8/2017
/ Asia ,
C&DIs ,
Corporate Governance ,
Diversity ,
Foreign Corrupt Practices Act (FCPA) ,
Foreign Private Issuers ,
Non-GAAP Financial Measures ,
Resource Extraction ,
SZ-HK Connect ,
Tender Offers ,
Third Country Entities (TCEs) ,
UK ,
US v Salman ,
Volkswagen
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
It is now time for a large number of 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...more
1/10/2017
/ Annual Reports ,
Conflict Mineral Rules ,
Cuba ,
Filing Requirements ,
Foreign Private Issuers ,
Iran Sanctions ,
Joint Comprehensive Plan of Action (JCPOA) ,
Non-GAAP Financial Measures ,
Presidential Elections ,
Resource Extraction ,
Risk Assessment ,
Securities and Exchange Commission (SEC) ,
UK Brexit
On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
10/27/2016
/ Asia ,
Corporate Governance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Germany ,
Hong Kong Stock Exchange ,
Initial Public Offering (IPO) ,
Italy ,
Person with Significant Control (PSC Register) ,
Prospectus ,
Shenzhen Stock Exchange (SZSE) ,
Stock Connect ,
Takeover Bids
In May of this year, the staff of the SEC’s Division of Corporation Finance updated its C&DIs regarding the use of non-GAAP financial measures. We summarized the May 2016 update in an earlier client publication. Since the...more