On February 21, 2018, the Securities and Exchange Commission released new interpretive guidance on public company disclosures regarding cybersecurity risks and incidents....more
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
This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the third quarter of 2017 that may be of interest to Latin American corporations and...more
11/29/2017
/ Annual Reports ,
Corporate Governance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
EU Prospectus Regime ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Initial Public Offering (IPO) ,
Latin America ,
Mergers ,
MiFID II ,
PSLRA ,
Securities Settlement Cycles ,
Tax Evasion ,
UK ,
UK Brexit
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
This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the second quarter of 2017 that may be of interest to Latin American corporations.
...more
8/9/2017
/ Capital Markets Union ,
CONSOB ,
Corporate Governance ,
EU Market Abuse Regulation (EU MAR) ,
JOBS Act ,
Kokesh v SEC ,
Listing Standards ,
Non-GAAP Financial Measures ,
Person with Significant Control (PSC Register) ,
Reporting Requirements ,
Securities Litigation
This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the first quarter of 2017 that may be of interest to Latin American corporations and...more
5/31/2017
/ Beneficial Owner ,
Compliance ,
Corporate Governance ,
Foreign Corrupt Practices Act (FCPA) ,
Pay Gap ,
Risk Management ,
Securities Settlement Cycles ,
Shareholder Rights ,
Stock Connect ,
Transparency ,
Unique Transaction Identifiers ,
XBRL Filing Requirements
This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the fourth quarter of 2016 that may be of interest to Latin American corporations and...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
This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2016 that may be of interest to Latin American corporations and financial...more
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
This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2016 that may be of interest to Latin American corporations and financial...more
In a 318-page release published on July 13, 2016, the SEC is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more
The EU’s revamped market abuse rules—the Market Abuse Regulation (“MAR”)—come into direct effect in all EU Member States on July 3, 2016. MAR expands the scope of certain EU rules to EU markets that were previously not...more
In a June 3, 2016 decision, the United States Bankruptcy Court for the District of Delaware (“the Bankruptcy Court”) invalidated, on federal public policy grounds, a provision in the debtor-LLC’s operating agreement that it...more
On Tuesday May 17, 2016, the staff of the SEC’s Division of Corporation Finance issued new C&DIs relating to Regulation G (which governs use of non-GAAP financial measures in public disclosures generally) and Item 10(e) of...more
US DEVELOPMENTS -
SEC and NYSE/Nasdaq Developments -
FAST Act Amends JOBS Act and Creates New Exemption for Resales of Restricted Securities -
On 4 December 2015, the Fixing America’s Surface Transportation...more
5/9/2016
/ Audit Committee ,
Bureau of Industry and Security (BIS) ,
Corporate Governance ,
Fixing America’s Surface Transportation Act (FAST Act) ,
International Financial Reporting Standards ,
JOBS Act ,
Latin America ,
MiFID II ,
Modern Slavery Act ,
Proxy Voting Guidelines ,
Takeover Code ,
Transparency Directive ,
UK
Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I of this publication covered when an acquisition is considered significant and what target and pro forma financial...more
Significant acquisitions trigger specific financial statement requirements for the acquiring company. Part I covers key concepts for determining the significance of an acquisition and what target and pro forma financial...more
It is that time of the year for a large number of non-US companies to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-Fs must be filed with the US Securities and Exchange...more
Financial statement considerations can pose challenges for registering or offering securities at certain times of the company’s fiscal year. Companies often observe quarterly earnings blackouts starting around the end of a...more
Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more
Last Friday, President Obama signed into law the Highway Transportation Bill, otherwise known as the FAST Act. Among its many provisions, the Act includes changes to the JOBS Act, changes to SEC disclosure requirements and a...more
This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the third quarter of 2015 that may be of interest to Latin American corporations and financial...more
10/22/2015
/ Audit Committee ,
Capital Markets ,
Corporate Governance ,
Dodd-Frank ,
Enforcement Actions ,
EU ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
G20 ,
Latin America ,
London Stock Exchange ,
MiFID II ,
OECD ,
Regulation Technical Standards (RTS) ,
Resource Extraction ,
UK ,
Whistleblowers
Recently, governmental authorities have pursued corruption investigations in Latin America with a vigor traditionally not seen. One potential result is a significant disruption of business. While there are inherent risks in...more
8/12/2015
/ Chief Compliance Officers ,
Complex Corporate Transactions ,
Compliance ,
Due Diligence ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Government Investigations ,
Joint Venture ,
Latin America ,
Lockheed Martin ,
Nokia ,
Risk Assessment ,
Risk Mitigation ,
Siemens