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Registration Requirement Foreign Private Issuers

DLA Piper

Current State of Play for Foreign Private Issuers

DLA Piper on

As discussed in our prior blog post, the US Securities and Exchange Commission (Commission) recently issued a concept release (Release) aiming to gather input on whether the criteria for designation as a foreign private...more

Goodwin

SEC Issues Concept Release on the Definition of Foreign Private Issuer

Goodwin on

On June 4, 2025, the Securities and Exchange Commission (“SEC”) published a concept release (“Concept Release”) soliciting public comments on the definition of a foreign private issuer (“FPI”). FPIs are subject to disclosure...more

BCLP

New SEC Guidance Eases Form S-3 Registration Process for More Public Companies

BCLP on

The new registration statement guidance will make capital raises by non-WKSI companies filing on Form S-3 easier, as they can proceed with offerings during periods before their proxy statements are finalized – a privilege...more

Cozen O'Connor

SEC Expands Availability of Confidential Review Process to Encourage Flexibility in Capital Formation

Cozen O'Connor on

On March 3, 2025, the Securities and Exchange Commission (SEC) staff issued guidance that expands the existing accommodations available to companies to submit draft registration statements to the SEC for confidential,...more

Sullivan & Worcester

SEC Amends MD&A and Financial Disclosure Rules

Sullivan & Worcester on

In November 2020, the SEC adopted amendments to Regulation S-K to modernize and simplify certain disclosure requirements related to Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)...more

Mayer Brown Free Writings + Perspectives

Proposed Amendments to Rule 701 and Form S-8; Proposed Temporary Rule for Certain Equity-Based Compensation Grants

On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more

Allen Matkins

The CSL And Foreign Subsidiaries

Allen Matkins on

I suspect that many lawyers do not give a great deal of thought to the application of the California Corporate Securities Law of 1968 to the issuance of shares in connection with the incorporation of a wholly owned...more

Stinson - Corporate & Securities Law Blog

New Corp Fin CDIs Clarify QIB Status for Rule 144A Offerings

The SEC’s Division of Corporation Finance staff released 35 new Compliance and Disclosure Interpretations (C&DIs) on December 8th. Among numerous interpretations focused on issues applicable to foreign private issuers and...more

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