On March 5, 2026, in advance of the March 18th compliance deadline, the U.S. Securities and Exchange Commission (“SEC”) issued an order granting directors and officers of certain foreign private issuers (“FPIs”) an exemption...more
3/9/2026
/ Canada ,
Corporate Officers ,
Directors ,
EU ,
Exemptions ,
Exemptive Orders ,
Filing Deadlines ,
Foreign Private Issuers ,
Jurisdiction ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation ,
UK
On February 27, 2026, the US Securities and Exchange Commission (“SEC”) adopted certain rule and form amendments implementing the landmark requirements of the Holding Foreign Insiders Accountable Act (“HIFAA”). ...more
3/3/2026
/ Beneficial Owner ,
Corporate Officers ,
EDGAR ,
Filing Requirements ,
Foreign Private Issuers ,
Insider Trading ,
New Rules ,
Reporting Requirements ,
Section 16 ,
Securities Exchange Act of 1934 ,
Securities Regulation
This memorandum outlines key considerations from White & Case’s Public Company Advisory Group for foreign private issuers (“FPIs’”) during the 2026 annual reporting season, divided into two sections: Form 20-F art I: Top...more
Each year in our Annual Memo, White & Case’s Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
1/6/2026
/ Annual Reports ,
Corporate Governance ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
In a significant shift for foreign private issuer status, President Trump signed into law legislation that will extend the application of insider reporting obligations under Section 16(a) of the Securities Exchange Act of...more
12/22/2025
/ Board of Directors ,
Corporate Officers ,
Disclosure Requirements ,
Foreign Private Issuers ,
New Legislation ,
Regulatory Reform ,
Reporting Requirements ,
Section 16 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trump Administration
In a landmark change, the SEC’s Division of Corporation Finance has announced that it will not provide substantive responses or express views on most no-action requests for shareholder proposal exclusions “due to current...more
11/25/2025
/ Corporate Governance ,
Division of Corporate Finance ,
Filing Deadlines ,
Government Shutdown ,
No-Action Letters ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholder Proposals
White & Case’s US Public Company Advisory Group has conducted its second annual survey of publicly filed insider trading policies to assess trends with respect to insider trading policy terms. Calendar-year end public...more
On September 4, 2025, the SEC's latest reg flex agenda was released, setting out the short- and long-term regulatory actions that the SEC plans to take. The agenda includes a number of proposals designed to reduce compliance...more
9/5/2025
/ Capital Markets ,
Cryptoassets ,
Disclosure Requirements ,
Emerging Growth Companies ,
JOBS Act ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 144 ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals
On June 4, 2025, following an open meeting of the Securities and Exchange Commission, the Commission issued a concept release to solicit public comment on the definition of foreign private issuer ("FPI")....more
On February 11, 2025, the staff of the Division of Corporation Finance ("Staff") of the U.S. Securities and Exchange Commission ("SEC" or the "Commission") issued new and updated Compliance and Disclosure Interpretations on...more
3/12/2025
/ Beneficial Owner ,
Corporate Governance ,
Disclosure Requirements ,
Investors ,
Regulatory Requirements ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Shareholders
Each year in our Annual Memo series, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form...more
On February 12, 2025, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued new guidance that should provide additional leeway for public companies to exclude...more
With the inauguration of US President Trump on January 20, 2025, public companies await the impact of the new administration on the US Securities and Exchange Commission ("SEC"). President Trump's pick for the next SEC Chair,...more
1/20/2025
/ Annual Reports ,
Clawbacks ,
Corporate Governance ,
Disclosure Requirements ,
Financial Reporting ,
Foreign Issuers ,
Foreign Private Issuers ,
Form 20-F ,
Insider Trading ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Trump Administration
With the 2025 annual reporting season upon us, public companies should consider potential updates to their risk factors for their Form 10-Ks and 20-Fs in light of recent economic, political, technological, and regulatory...more
1/16/2025
/ Artificial Intelligence ,
Climate Change ,
Corporate Governance ,
Cybersecurity ,
Disclosure Requirements ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Form 10-K ,
Form 20-F ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Technology Sector
Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
12/18/2024
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Reporting Requirements ,
Securities and Exchange Commission (SEC)
White & Case's Public Company Advisory Group has conducted a survey of publicly filed insider trading policies to assess emerging trends with respect to key insider trading policy terms. Starting with Form 10-K/20-F annual...more
12/12/2024
/ Annual Reports ,
Disclosure Requirements ,
Filing Requirements ,
Form 10-K ,
Form 20-F ,
Insider Trading ,
Policy Terms ,
Regulation S-K ,
Regulatory Requirements ,
Required Documentation ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The U.S. Securities and Exchange Commission's ("SEC") Division of Enforcement has recently brought a spate of enforcement actions relating to key topics for public companies. These include enforcement actions related to...more
Over the past year, the U.S. Securities and Exchange Commission (“SEC”) has intensified its focus on beneficial ownership reporting under Sections 13(d), 13(g) and 16(a) of the Securities Exchange Act of 1934 (“Exchange...more
10/25/2024
/ Amended Rules ,
Beneficial Owner ,
Capital Markets ,
Enforcement Actions ,
Filing Deadlines ,
Filing Requirements ,
Investment Funds ,
Popular ,
Publicly-Traded Companies ,
Reporting Requirements ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation
Notwithstanding recent reports that the Securities and Exchange Commission (“SEC”) has quietly disbanded its Climate and ESG Task Force,1 and while the SEC’s new climate-related disclosure rules remain stayed,2 the SEC’s...more
On September 9, 2024, the US Securities and Exchange Commission (“SEC”) announced settled charges against seven public companies for violation of the whistleblower protection rule in connection with employment, separation,...more
The US Securities and Exchange Commission (SEC) and the US Department of Justice (DOJ) recently announced parallel actions against an activist short seller and his firm, charging them with multiple counts of securities fraud....more
As we enter the second half of the year, it is once again time for many foreign private issuers (“FPIs”) to complete their annual assessment of FPI status. The determination of whether an issuer is an FPI must be made as of...more
In April, we issued an alert discussing the U.S. Securities and Exchange Commission ("SEC") and Department of Justice’s ("DOJ") expansion of insider trading to 10b5-1 plans. On June 21, 2024, a federal jury in California...more
7/3/2024
/ 10b5-1 Plans ,
Corporate Executives ,
Criminal Convictions ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Insider Information ,
Insider Trading ,
Material Nonpublic Information ,
Securities and Exchange Commission (SEC) ,
Securities Fraud
On April 5, 2024, the U.S. Securities and Exchange Commission ("SEC") won a jury verdict in its first "shadow trading" insider trading action. Only a few weeks before this verdict, a court denied a motion to dismiss a...more
4/16/2024
/ 10b5-1 Plans ,
Affirmative Defenses ,
Department of Justice (DOJ) ,
Enforcement ,
Good Faith ,
Healthcare ,
Insider Trading ,
Intent to Defraud ,
Mergers ,
Non-Public Information ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Third-Party