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Hogan Lovells

Cross-border SEC spotlight: Key updates for non-U.S. companies

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Welcome to the inaugural edition of 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...more

Akerman LLP

SEC Expands Confidential Review Process for Draft Registration Statements

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On March 3, 2025, the Securities and Exchange Commission (the “Commission”) announced updates to its confidential submission process for draft registration statements, broadening the scope of issuers eligible for non-public...more

Mayer Brown Free Writings + Perspectives

Staff Guidance on Non-WKSI Form S-3 Registration Process; Disclosure Requirements for Foreign Private Issuers

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure...more

Cooley LLP

Securities Act and FPI Exchange Act forms CDIs update

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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

BCLP

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

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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

White & Case LLP

Key Considerations for the 2025 Annual Reporting Season: Your Upcoming Form 20-F and other FPI-Specific Considerations

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

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

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season and Other Recent SEC Developments

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This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more

White & Case LLP

Foreign Private Issuers: Don’t Forget to Confirm Your FPI Status!

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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

Troutman Pepper Locke

Time to Assess "Foreign Private Issuer" Status - 2024

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It is time to assess “foreign private issuer” status. Foreign public and private issuers enjoy the benefits of significant exemptions and exclusions from registration under U.S. federal securities laws based on whether they...more

Mintz - Privacy & Cybersecurity Viewpoints

SEC Issues New Statement on Cybersecurity Incident Disclosure

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

Paul Hastings LLP

Public Company Watch: January 2024

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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

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season

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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

Davies Ward Phillips & Vineberg LLP

Canadian Dual-Listed Company Insiders Remain Exempt from U.S. Short-Swing Profit and Insider Reporting Rules

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

Troutman Pepper Locke

Foreign Private Issuers Escape Potential Section 16 Reporting Obligations … For Now

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Foreign private issuers (FPIs) may have dodged a bullet on December 7 after Congress scrapped a proposal to impose the reporting obligations under Section 16 of the Exchange Act of 1934, as amended (Exchange Act), on FPIs...more

Cooley LLP

Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

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Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to...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

Dorsey & Whitney LLP

SEC Accelerates Filing Deadlines for Beneficial Ownership Reports by 5% Shareholders, and Further Amends and Guides Reporting...

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On October 10, 2023, the Securities and Exchange Commission (“SEC”) approved amendments to the Regulation 13D-G reporting regime for persons who beneficially own more than 5% of a class of securities (“5% Owners”) that is...more

Stikeman Elliott LLP

SEC Adopts New Cybersecurity Disclosure Rules for U.S. Public Companies and Foreign Private Issuers

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The Securities and Exchange Commission (“SEC”) adopted new rules requiring the disclosure of cybersecurity risk management, strategy, governance and material incidents (the “Rules”), effective September 5, 2023. The Rules...more

Kilpatrick

SEC Adopts Rules for Public Companies and Foreign Private Issuers on Cybersecurity Risk Management and Incident Disclosures

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On July 26, 2023, the Securities and Exchange Commission (the “SEC”) adopted new rules (the “Rules”) that will require public companies and foreign private issuers to disclose material cybersecurity incidents within four...more

Husch Blackwell LLP

SEC Heightens Issuers' Cybersecurity Disclosure Requirements

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On July 26, 2023, the U.S. Securities and Exchange Commission (SEC) adopted final rules regarding cybersecurity risk management, strategy, governance, and incident reporting by public companies. The final rules require...more

Latham & Watkins LLP

SEC Adopts Cybersecurity Disclosure Rules

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The SEC, by a 3-2 vote, has adopted new rules requiring companies to provide: ..current disclosure on Form 8-K within four business days of determining that a material cybersecurity incident has occurred; and ...more

Foley & Lardner LLP

Cannabis Company Cops to SEC Accounting Fraud Charges

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On October 24, 2022, the Security & Exchange Commission (SEC) issued settled orders against Cronos Group, Inc. (Cronos), a Canadian cannabis company, and its former Chief Commercial Officer. Cronos cultivates, manufactures,...more

Dorsey & Whitney LLP

OTCQX International Rule Changes Will Push Certain Canadian Companies to the OTCQB Tier

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The OTC Markets has published proposed rule changes that would, effective September 23, 2021, require that in order to be quoted on the OTCQX International, a company must either be an SEC reporting company, file reports with...more

Troutman Pepper Locke

Time to Assess "Foreign Private Issuer" Status - 2021

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It is time to assess “foreign private issuer” status. Foreign public and private issuers enjoy the benefits of significant exemptions and exclusions from registration under U.S. federal securities laws based on whether they...more

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