Do the U.S. securities law accommodations through the “foreign private issuer” (FPI) construct benefit the intended entities? That’s the fundamental question that the U.S. Securities and Exchange Commission (SEC) is analyzing...more
On June 4, the US Securities and Exchange Commission (SEC) published a concept release soliciting public comment on potential amendments to the definition of foreign private issuer (FPI) under US securities laws....more
On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of “foreign private issuer” (FPI) under U.S. securities laws. The SEC has identified potential changes to the definition that could...more
On June 4, 2025, the U.S. Securities and Exchange Commission (SEC) published a concept release soliciting public comment on the definition of a foreign private issuer (FPI) and whether changes are needed to reflect the...more
A few days ago, I blogged about the SEC issuing this 71-page concept release to rethink the definition of “foreign private issuer.” This Cooley Alert penned by Brad Goldberg, Beth Sasfai, Reid Hooper and Shari Ness delves...more
On June 4, 2025, the SEC published a concept release in which the agency analyzes trends related to foreign private issuers (FPIs) and solicits extensive feedback regarding whether and how the definition of FPI should be...more
On June 4, 2025, the SEC released a Concept Release seeking public comment on potential changes to the definition of foreign private issuer (“FPI”), which changes may have the effect of reducing the number of foreign...more
On June 4, 2025, following an open meeting of the Securities and Exchange Commission, the Commission issued a concept release to solicit public comment on the definition of foreign private issuer ("FPI")....more
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
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
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
On 6 September 2024, the Capital Markets Industry Taskforce (CMIT) published the Capital Markets Of Tomorrow report (CMOT). CMOT sets out the “UK elevator pitch” for the reformed UK capital markets, engages in some judicious...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
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
On July 26, the Securities and Exchange Commission (SEC) adopted, by a 3-2 margin, a final rule to require more immediate disclosure of material cybersecurity incidents by public companies. In addition, the final rule...more
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
Non-US companies are attracted to going public on a US exchange for a variety of reasons, such as access to capital, increased liquidity, and in some cases, more flexible rules and regulations compared to other markets....more
Becoming a public company is a big undertaking for any private company; there is added complexity for foreign filers, which is to say private issuers incorporated under the laws of a country other than the United States. One...more
On August 26, 2020, the Securities and Exchange Commission adopted amendments to Regulation S-K that simplify and modernize the disclosure requirements relating to description of business, legal proceedings, and risk factors,...more
International law firm Proskauer today released its sixth annual IPO Study, which offers comprehensive analyses of U.S.-listed initial public offerings that priced in 2018 and identification of IPO trends from 2014 to 2018. ...more