Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
Special Purpose Acquisition Companies that are Foreign Private Issuers or acquire Foreign Private Issuers should be mindful of new SEC rules, especially SEC Guidance on timing of Foreign Private Issuer status. Originally...more
New SEC Disclosures for Payments to Governments by Oil, Natural Gas, and Mining Companies - What so-called resource extraction issuers need to know ahead of the September 26, 2024 deadline. ...more
For foreign private issuers registered with the U.S. Securities and Exchange Commission (SEC), there are several filing statuses that affect the content of various public disclosures that must be made. Foreign private issuers...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
The SEC has been aggressively pursuing cybersecurity investigations and enforcement actions against public companies and foreign private issuers. In these actions, the SEC often alleges one of two theories: 1) that the...more
Are the regulations applicable to foreign companies in for a reassessment? You might draw that conclusion from reading the remarks from SEC Commissioner Mark Uyeda at the Harvard Law School Program on International Financial...more
Last week, Erik Gerding, Director of the SEC’s Division of Corporation Finance (the Division), issued a statement providing clarification regarding the disclosure of cybersecurity incidents by reporting companies. This...more
This Latham resource allows FPIs with a 31 March fiscal year-end to stay abreast of key SEC filing dates and financial staleness deadlines....more
In the ever-evolving landscape of global business, tech companies are not confined by geographical boundaries – they are pioneering the path beyond borders. As in-house teams navigate the intricate realm of international...more
This Summary does not contain all of the information that you will need to successfully complete your global IPO. You really should read this entire guide as well as the other Latham & Watkins publications referred to in this...more
A new Latham resource allows foreign private issuers with a December 31 fiscal year end to stay on top of key SEC filing dates and financial staleness deadlines....more
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
On March 6, 2024, a divided SEC approved climate-related disclosure rules. The new rules will require disclosure of...more
On November 22, 2023, the SEC postponed its new share repurchase disclosure rules in response to an adverse decision by the Fifth Circuit Court of Appeals in a case challenging those rules under the Administrative Procedure...more
Following a lackluster 2022, the IPO market continued to flounder during 2023, partially attributable to ongoing macroeconomic uncertainty and geopolitical uncertainty, including sustained high interest rates, the banking...more
Foreign private issuers (FPIs) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the SEC) no later than April 30, 2024, and this memorandum provides an...more
Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
In the January Public Company Watch, we cover key issues impacting public companies, including navigating the 2023 20-F season, updated SEC guidance related to confidential treatment applications, the Delaware Court of...more
A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
As we head into year-end, annual reporting season for FPIs is just around the corner. FPIs are required to file an annual report on Form 20-F with the SEC within four months after the end of their fiscal year (or until April...more
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
In a positive development since our earlier bulletin, the U.S. House and Senate have decided to retain the exemptions from obligations imposed under section 16 of the Securities Exchange Act of 1934 that are relied upon by...more