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 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
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is proposing a number of technical amendments to disclosure requirements for SEC filers that it believes have become outdated or are identical or similar to...more
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
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 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 second quarter of 2015 that may be of interest to Latin American corporations and financial...more
Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more
In this issue:
- SEC and NYSE Developments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters
- Executive Compensation & Employee Benefits Developments
-...more
2/5/2015
/ Department of Justice (DOJ) ,
Diversity ,
Employee Benefits ,
Enforcement Actions ,
EU Directive ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Latin America ,
MiFID ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Technical Standards
Six federal agencies have finalized long-anticipated joint rules imposing risk retention, or “skin-in-the-game,” requirements for securitizations. The new rules, when they become effective over the next two years, will impose...more
10/24/2014
/ Derivatives ,
Dodd-Frank ,
FDIC ,
Federal Reserve ,
FHFA ,
Higher-Risk Securitizations ,
HUD ,
New Regulations ,
OCC ,
Regulation AB ,
Risk Retention ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Volcker Rule
In this issue:
- US DEVELOPMENTS
- SEC Developments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters
- EU DEVELOPMENTS
- European Commission...more
10/16/2014
/ Audits ,
Bureau of Industry and Security (BIS) ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement ,
Enforcement Actions ,
EU ,
European Merger Control Regulation ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Regulatory Reform ,
HKEx ,
Securities and Exchange Commission (SEC) ,
Trade Market Abuse ,
UK ,
Voting Rights
As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the NASDAQ Stock Market (“NASDAQ”), non-US...more
As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the New York Stock Exchange (the “NYSE”),...more
On August 27, 2014, the SEC adopted new rules for credit rating agencies implementing 14 rulemaking requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The new rules are designed...more
In this issue:
- US DEVELOPMENTS
- SEC Developments
- PCAOB Adopts Auditing Standard and Amendments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters...more
7/16/2014
/ Asia ,
Audits ,
Bureau of Industry and Security (BIS) ,
Corporate Governance ,
Corporate Social Responsibility ,
Department of Justice (DOJ) ,
Derivatives ,
Employee Benefits ,
Employer Liability Issues ,
Enforcement ,
Enforcement Actions ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Latin America ,
Over The Counter Derivatives (OTC) ,
PCAOB ,
Prospectus ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders
In this issue:
- US Developments
- Global Development
- EU Developments
- Developments Specific To Financial Institutions
- Excerpt from US Development:
SEC Developments -
Iran...more
It has been over eight months since SEC-registered issuers began making mandatory disclosures of business activities in or with Iran. During that period, issuers have filed over 400 Iran Notices with the SEC, including...more