Financial statement requirements can surprise US public companies seeking to access the capital markets or to register shares in connection with acquisitions. Fully compliant 10-K, 10-Q and 8-K reporting can be inadequate....more
On December 11, 2015, the US Securities and Exchange Commission (“SEC”) issued a proposed rule to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 1504...more
Last Friday, President Obama signed into law the Highway Transportation Bill, otherwise known as the FAST Act. Among its many provisions, the Act includes changes to the JOBS Act, changes to SEC disclosure requirements and a...more
In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
10/19/2015
/ AIM ,
Capital Markets ,
Corporate Governance ,
Department of Justice (DOJ) ,
Digital Single Market ,
Enforcement Actions ,
EU ,
Executive Compensation ,
Financial Conduct Authority (FCA) ,
Israel ,
Limited Partnerships ,
London Stock Exchange ,
Market Manipulation ,
MiFID II ,
Nasdaq ,
NYSE ,
Private Equity ,
Regulation Technical Standards (RTS) ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Transparency ,
UK
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
10/13/2015
/ Alternative Investment Funds ,
Corporate Governance ,
Enforcement Actions ,
EU ,
EU Directive ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Financial Reporting ,
Germany ,
London Stock Exchange ,
NYSE ,
OECD ,
Proxy Season ,
Proxy Voting Guidelines ,
Securities ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Transparency ,
UK
This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2015 that may be of interest to Latin American corporations and financial...more
In this issue:
- HKEx Publishes Consultation Conclusions on Weighted Voting Rights
- Corporate Governance Reforms in Japan
- SEC and NYSE/Nasdaq Developments
- Sanctions Round-Up
- Noteworthy US...more
7/20/2015
/ Asia ,
China ,
Conflict Mineral Rules ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
EU ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Financial Reporting ,
Proxy Advisors ,
Sanctions ,
Securities and Exchange Commission (SEC) ,
UK ,
Voting Rights
Involuntary debt restructurings that have the effect of impairing a bondholder’s right to receive payment may violate the Trust Indenture Act. This was recently held in the Marblegate/Education Management Corp. bondholder...more
In this issue:
- Financial Reporting: Commission Delegated Regulations on Equivalence of Certain Third Country National GAAPs to IFRS
- Proxy Advisers: ESMA Consultation on Best Practise Principles for Voting...more
7/15/2015
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Alternative Investment Funds ,
Annual Reports ,
Conflict Mineral Rules ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
EU ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Financial Markets ,
Financial Reporting ,
Japan ,
Money Laundering ,
New Guidance ,
Proxy Advisors ,
Regulatory Standards ,
Related Parties ,
Securities ,
Securities and Exchange Commission (SEC) ,
Small Business
Over the last few years, a number of key jurisdictions have adopted regulations requiring companies engaged in natural resource extraction activities to disclose the payments they make to governments and state-owned...more
5/28/2015
/ Australia ,
Business Taxes ,
Canada ,
Compliance ,
Dodd-Frank ,
EU ,
Mineral Exploration ,
Mining ,
Mining Reports ,
Natural Resources ,
Oil & Gas ,
Royalties ,
Securities and Exchange Commission (SEC)
In this issue:
- SEC Developments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters
- Executive Compensation & Employee Benefits Developments
- Adoption of...more
Non-SEC Reporting US and Canadian companies may now raise up to $50 million in a 12-month period under an expanded exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under...more
In this issue:
- Adoption of Action Plan on Company Law and Corporate Governance
- European Commission Green Paper: Building a Capital Markets Union
- European Commission Publishes Consultation Paper on...more
4/21/2015
/ Capital Markets ,
Corporate Governance ,
Department of Justice (DOJ) ,
Diversity ,
Enforcement Actions ,
EU ,
European Commission ,
Germany ,
Prospectus ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Stock Corporations
The SEC staff issued a no-action letter recently that will allow some companies to refinance their debt using tender and exchange offers shorter than the 20 business days required in the tender offer rules. The letter extends...more
In this issue:
- SEC and NYSE Developments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters
- Executive Compensation & Employee Benefits Developments
-...more
2/5/2015
/ Department of Justice (DOJ) ,
Diversity ,
Employee Benefits ,
Enforcement Actions ,
EU Directive ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Latin America ,
MiFID ,
NYSE ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Technical Standards
In this issue:
- Japan Releases Exposure Draft of New Corporate Governance Code
- Launch of Shanghai-Hong Kong Stock Connect
- SEC and NYSE Developments
- Noteworthy US Securities Law Litigation...more
1/29/2015
/ Bureau of Industry and Security (BIS) ,
Compensation & Benefits ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
EU ,
EU Directive ,
European Securities and Markets Authority (ESMA) ,
Executive Compensation ,
Financial Markets ,
Hong Kong Stock Exchange ,
Japan ,
NYSE ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shanghai Stock Exchange ,
UK
In this issue:
- US DEVELOPMENTS
- SEC Developments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters
- EU DEVELOPMENTS
- European Commission...more
10/16/2014
/ Audits ,
Bureau of Industry and Security (BIS) ,
Compliance ,
Corporate Governance ,
Department of Justice (DOJ) ,
Enforcement ,
Enforcement Actions ,
EU ,
European Merger Control Regulation ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Regulatory Reform ,
HKEx ,
Securities and Exchange Commission (SEC) ,
Trade Market Abuse ,
UK ,
Voting Rights
In this issue:
- Asia DEVELOPMENT
- HKEx Releases Concept Paper on Weighted Voting Rights
- US DEVELOPMENTS
- SEC Developments
- Noteworthy US Securities Law Litigation
- Recent...more
10/16/2014
/ Asia ,
Compliance ,
Department of Justice (DOJ) ,
Enforcement ,
Enforcement Actions ,
EU ,
European Merger Control Regulation ,
European Securities and Markets Authority (ESMA) ,
Financial Regulatory Reform ,
HKEx ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Voting Rights
As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the NASDAQ Stock Market (“NASDAQ”), non-US...more
As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the New York Stock Exchange (the “NYSE”),...more
In this issue:
- US DEVELOPMENTS
- SEC Developments
- PCAOB Adopts Auditing Standard and Amendments
- Noteworthy US Securities Law Litigation
- Recent SEC/DOJ Enforcement Matters...more
7/16/2014
/ Asia ,
Audits ,
Bureau of Industry and Security (BIS) ,
Corporate Governance ,
Corporate Social Responsibility ,
Department of Justice (DOJ) ,
Derivatives ,
Employee Benefits ,
Employer Liability Issues ,
Enforcement ,
Enforcement Actions ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Latin America ,
Over The Counter Derivatives (OTC) ,
PCAOB ,
Prospectus ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Shareholders
In this issue:
- ASIAN DEVELOPMENTS
- HKEx Publishes Revised Connected Transaction Rules
- US DEVELOPMENTS
- SEC Developments
- PCAOB Adopts Auditing Standard and Amendments
-...more
7/16/2014
/ Asia ,
Audits ,
Corporate Social Responsibility ,
Department of Justice (DOJ) ,
Employee Benefits ,
Enforcement ,
Enforcement Actions ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
HKEx ,
MiFID ,
Over The Counter Derivatives (OTC) ,
PCAOB ,
Securities and Exchange Commission (SEC) ,
UK
In this issue:
- EU Developments
- German Developments
- UK Developments
- Us Developments
- Excerpt from EU Developments -
European Commission Proposes to Introduce Shareholder "Say...more
4/11/2014
/ Anti-Corruption ,
Audits ,
Capital Markets ,
Chadbourne & Parke LLP v Troice ,
Conflict Mineral Rules ,
Corporate Governance ,
Corporate Sales Transactions ,
Cybersecurity ,
DaimlerAG ,
Department of Justice (DOJ) ,
Diversity ,
Employee Benefits ,
Financing ,
Foreign Corrupt Practices Act (FCPA) ,
Halliburton ,
Information Technology ,
Institutional Shareholder Services (ISS) ,
Iran Sanctions ,
Limited Liability Company (LLC) ,
Office of Foreign Assets Control (OFAC) ,
Prospectus ,
Proxies ,
Public Disclosure ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Ukraine ,
WKSIs
In this issue:
- US Developments
- Global Development
- EU Developments
- Developments Specific To Financial Institutions
- Excerpt from US Development:
SEC Developments -
Iran...more
It has been over eight months since SEC-registered issuers began making mandatory disclosures of business activities in or with Iran. During that period, issuers have filed over 400 Iran Notices with the SEC, including...more