Corporate executives know they must disclose in their companies’ financial statements trends or uncertainties affecting their business. Such disclosure is a requirement of Item 303 of SEC Regulation S-K....more
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial...more
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
Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S....more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
On November 3, 2022, the Canadian Securities Administrators (CSA) published its biennial report on issuer compliance with continuous disclosure obligations - Staff Notice 51-364 (Staff Notice), which covers fiscal years ended...more
This practice note discusses market trends in capital markets and securities related considerations during the COVID-19 pandemic, which began in late 2019 and has continued for more than two years. It describes how the U.S....more
On May 6, 2022, the Securities and Exchange Commission (SEC) announced a settled enforcement action against NVIDIA Corporation in connection with allegations that the technology company inadequately disclosed the impact of...more
On March 21, 2022, the SEC announced proposed new rules that would require public companies to disclose certain climate-related information in registration statements and periodic reports. Under the rules, a company would be...more
Climate change-related risks to the U.S. financial system are attracting increasing public attention in recent years and are raising questions about how U.S. financial regulators, including the U.S. Securities and Exchange...more
What public companies need to know about environmental disclosures, including recent climate risk and ESG disclosure initiatives - In fulfilling disclosure obligations under the Securities Act of 1933 and the Securities...more
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
Who reads those things? It is a common refrain that I have thought to myself when clicking through an electronic agreement for my latest iOS update or tossing in the trash the latest terms and conditions update for my auto...more
As we’ve previously blogged, in November 2020, the Securities Exchange Commission (SEC) adopted amendments to the Regulation S-K items related to Management’s Discussion and Analysis (MD&A) as well as certain selected...more
The next Form 10-K filing for most companies will be their first filing required to comply with the revised Management’s Discussion and Analysis (Item 303 of Regulation S-K) requirements adopted by the SEC in November 2020....more
In 2010 the SEC issued an interpretive release on registrant’s disclosures related to climate change. Public pronouncements indicate the SEC s in the process of formulating updated rules. ...more
INTRODUCTION - This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant...more
In November 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to management’s discussion and analysis of financial condition and results of operations (“MD&A”) and other financial disclosure...more
The U.S. Securities and Exchange Commission recently adopted amendments to certain financial data and management’s discussion of financial information disclosure requirements in Regulation S-K. These amendments affect the...more
On November 19 the SEC issued significant amendments to the disclosure requirements governing Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The amendments to Item 303 of...more
In this Issue. The Federal Deposit Insurance Corporation (FDIC) was busy this week, finalizing rules that modernize brokered deposits regulations, establish new standards for parent companies of industrial loan companies and...more
On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303...more
On November 19, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rule amendments to modernize, simplify, and enhance Management’s Discussion & Analysis of Financial Condition and Results of Operations...more
On November 19, the Securities and Exchange Commission (SEC) continued its brisk pace of end-of-year rulemaking by approving amendments to Items 301, 302 and 303 of Regulation S-K, which collectively govern the disclosures of...more
On Nov. 19, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures. ...more