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Foreign Issuers

Cornerstone Research

Securities Class Action Filings 2024 Midyear Assessment - Non-U.S. Core Federal Filings

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This is an excerpt from Securities Class Action Filings 2024 Midyear Assessment - This index tracks the number of core federal filings against foreign issuers (i.e., companies headquartered outside the United States)...more

BCLP

Issuance of Reverse Yankee Bonds Remains Active

BCLP on

The sale of Reverse Yankee bonds by prominent US issuers – often with higher credit ratings – has recently continued at a rapid pace. Reverse Yankee bonds are debt securities issued by US issuers that are denominated in a...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

Vinson & Elkins LLP on

After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

Dorsey & Whitney LLP

Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

Dorsey & Whitney LLP on

On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file...more

Dorsey & Whitney LLP

The Corporate Transparency Act: Are You Ready?

Dorsey & Whitney LLP on

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more

Cooley LLP

Congress decides not to subject insiders of FPIs to Section 16—for now

Cooley LLP on

Back in September, we learned about a provision in the then-proposed Senate bill, National Defense Authorization Act for Fiscal Year 2024, which would make insiders of foreign private issuers subject to Section 16 by...more

Davies Ward Phillips & Vineberg LLP

Canadian Dual-Listed Company Insiders May Become Subject to U.S. Short-Swing Profit and Insider Reporting Rules

Buried in the National Defense Authorization Act for Fiscal Year 2024, which the U.S. Senate passed earlier this year, is a provision that, if enacted, will eliminate exemptions relied upon by insiders of dual-listed Canadian...more

Katten Muchin Rosenman LLP

The Manifold Compliance Challenges of Foreign Security Futures

Aristotle cites the “tragelaph” (the mythical “goat-stag”) as an example of how a concept can have meaning without existing. A “security future” is the US financial system’s “goat-stag”: a concept packed with meaning but...more

A&O Shearman

Senate Proposes to Extend Section 16 Requirements to Foreign Private Issuers

A&O Shearman on

The U.S. Senate recently passed the National Defense Authorization Act for Fiscal Year 2024 (the “NDAA”), which, if enacted, would subject insiders (i.e., directors, executive officers and greater than 10% shareholders) of...more

Stikeman Elliott LLP

CSA Announce Temporary SEDAR+ Filing Exemption for Foreign Issuer Private Placements

Stikeman Elliott LLP on

On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a  temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more

BakerHostetler

SEC Adopts Amendments to Share Repurchase Disclosures

BakerHostetler on

Rulemaking Background - On Dec. 15, 2021, the SEC proposed amendments to the disclosure requirements regarding purchases of equity securities made by or on behalf of an issuer or any affiliated purchaser....more

Stikeman Elliott LLP

CSA Announce Rules to Support the Adoption of SEDAR+

Stikeman Elliott LLP on

The new centralized national filing system, to be known as the “System for Electronic Data Analysis and Retrieval +” (SEDAR+), is set to launch on June 9, 2023, with potential accommodations to be made for certain foreign...more

WilmerHale

SEC Adopts Amendments to Issuer Repurchase Disclosure

WilmerHale on

On May 3, 2023, in a 3-2 vote, the SEC adopted amendments to significantly increase the disclosure required about issuer repurchases of their equity securities that are registered under the Securities Exchange Act of 1934....more

Paul Hastings LLP

Mainland China to Implement New Foreign Debt Financing Regulations on 10 February 2023

Paul Hastings LLP on

Mainland China will see the implementation of a new set of foreign debt financing regulations—the Administrative Measures for the Approval and Registration of Mid-to-Long Term Foreign Debt of Enterprises (《企业中长期外债审核登记管理办法》)...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings, 2023 Edition - What Non-US Issuers Need to Know

Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Dorsey & Whitney LLP

Implications of SEC Amendment to Insider Trading Safe Harbor for Canadian Issuers

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, a safe harbor from liability under the U.S. insider trading rules. The safe harbor permits directors, executive officers and others, including issuers,...more

Dorsey & Whitney LLP

Holding Foreign Companies Accountable Act - The Impact on Chinese Companies Listed on U.S. Stock Exchanges

Dorsey & Whitney LLP on

The Holding Foreign Companies Accountable Act (“HFCAA”)1, in December 2020 passed by the Congress and signed into law by then-president of the United States, Donald J. Trump, is one of the most influential measures in the...more

Mayer Brown Free Writings + Perspectives

The SEC’s Office of the Chief Accountant (“OCA”) on Audit Quality and Investor Protection Under the Holding Foreign Companies...

On September 6, 2022, the OCA released a statement regarding audit quality and investor protection under the Holding Foreign Companies Accountable Act (“HFCAA”).  The statement reiterates the importance of high quality audits...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Regulation S

Here’s the deal: Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for offerings made outside the United States by both U.S....more

Proskauer - Corporate Defense and Disputes

California Federal Court Holds U.S. Securities Laws Inapplicable to Unsponsored, Unlisted ADR Transaction Preceded by Purchase of...

The U.S. District Court for the Central District of California held on January 7, 2022 that the federal securities laws do not apply to U.S. transactions in unlisted, unsponsored American Depositary Receipts (“ADRs”) for a...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2022 Edition

Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s Guide...more

WilmerHale

United States Adopts Wide-Ranging China Restrictions

WilmerHale on

End-of-Year Sanctions Target Chinese Supply Chains and AI, Quantum Computing, and Biotechnology - Several US executive branch agencies and the US Congress have adopted wide-ranging end-of-year sanctions, export control and...more

WilmerHale

SEC Proposes Rules to Modernize Share Repurchase Disclosures

WilmerHale on

On December 15, the same day it proposed amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) that may blunt the use of the affirmative defense for insider trading, the Securities and Exchange...more

The Volkov Law Group

SEC Adopts Final Rule Implementing Holding Foreign Companies Accountable Act

The Volkov Law Group on

On December 3, 2021, the U.S. Securities and Exchange Commission (“SEC”) announced the adoption of a final rule that fully implements the requirements of the Holding Foreign Companies Accountable Act (“HFCAA”) enacted by the...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Amendments Implementing Mandates of the Holding Foreign Companies Accountable Act

On December 2, 2021, the U.S. Securities and Exchange Commission (SEC) adopted final amendments implementing the disclosure and submission requirements of the Holding Foreign Companies Accountable Act (HFCA Act). In addition,...more

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