Cybersecurity continues to be a significant risk facing public companies, with different threats constantly emerging. A cyber intrusion may, among other things, be disruptive to business or even bring it to a temporary halt,...more
On February 27, 2026, the US Securities and Exchange Commission (SEC) adopted final amendments to its rules and forms to reflect the disclosure requirements of the Holding Foreign Insiders Accountable Act, which was signed...more
On December 18, 2025, the Holding Foreign Insiders Accountable Act was signed into law, subjecting directors and officers of foreign private issuers (FPIs) to the insider reporting requirements under Section 16(a) of the US...more
There have been a number of notable recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers (FPIs), including disclosure trends that impact the annual report on Form 20-F for...more
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
This is the first annual reporting season in recent years in which there are no new disclosure requirements compared to the prior year. Nevertheless, a shift in focus by institutional investors and different SEC priorities...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
Foreign private issuers (FPIs) with a calendar year end must file their annual report on Form 20-F for the fiscal year ending December 31, 2025 (the 2025 20-F) with the U.S. Securities and Exchange Commission (the SEC) no...more
Welcome back to our Hogan Lovells Cross-border SEC spotlight: Key updates for non-U.S. companies, a dedicated resource for non-U.S. companies listed or exploring a listing in the United States. This newsletter is published...more
Corp Fin continues its project of updating CDIs. This new tranche relates to effectiveness of Form S-3 relative to timing of filing of Forms 10-K and proxy statements, allowing non-automatically effective Forms S-3 to be...more
With the annual reporting season coming up for calendar-year companies, we wanted to remind you that companies subject to U.S. Securities and Exchange Commission (SEC) reporting requirements are now required to: (i) disclose...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
There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In...more
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
This guide discusses important themes and trends for the coming annual reporting season. It also includes a “housekeeping checklist” designed to assist you as you prepare your annual report. ANNUAL CYBERSECURITY...more
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
Last week the SEC adopted final rules “to enhance and standardize climate-related disclosures by public companies and in public offerings.” The disclosure, which will be included in registration statements and annual reports,...more
On March 6, 2024, the U.S. Securities and Exchange Commission (SEC) adopted final rules that will require expansive new climate-related disclosures in Form 10-K and Form 20-F annual reports and most registration statements....more
Two years after proposing rules on climate change disclosure, the SEC has adopted new rules, predictably by a split 3-2 vote. The adopted rules maintain the core of the original proposals, requiring that both domestic...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
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
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
On October 31, 2023, the Fifth Circuit ruled in Chamber of Commerce v. SEC that the SEC acted arbitrarily and capricious, in violation of the Administrative Procedure Act, when it adopted the new share repurchase disclosure...more
The FAQs offer practical advice for listed companies implementing compliant policies. Key Points: ..By December 1, 2023, all companies listed on the NYSE or Nasdaq must adopt clawback policies that comply with listing...more
Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and...more