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
Earlier this month, the US Securities and Exchange Commission (SEC) issued a concept release to solicit public comment on potential changes to the definition of a foreign private issuer (FPI), marking the SEC’s first review...more
This Latham resource allows FPIs with a 30 June fiscal year-end to stay abreast of key SEC filing dates and financial staleness deadlines....more
The Securities and Exchange Commission (SEC) issued a concept release seeking public comment by September 8, 2025, on its definition of “foreign private issuer” (FPI). The SEC indicated that a review is warranted due to...more
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
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
On June 4, 2025, the US Securities and Exchange Commission (SEC) issued a “Concept Release” that will be of significant interest to our “foreign private issuer” (“FPI”) clients, their shareholders, and our investment banking...more
On June 4, 2025, the Securities and Exchange Commission (SEC) issued a concept release, soliciting public comment on the definition of "foreign private issuer."...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, the Securities and Exchange Commission (SEC) issued a concept release soliciting public input on whether the definition of foreign private issuer (FPI) should be amended, particularly given the significant...more
London always has and continues to be a popular destination for overseas companies. Listing in London provides access to the largest capital market in Europe with a deep pool of liquidity and international investors,...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
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
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission...more
In less than three months, public companies and certain foreign private companies will have to take additional steps after cybersecurity breaches: deciding whether an incident meets the materiality threshold that requires...more
On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and...more
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
As a significant step in its ongoing initiatives on the disclosure, management, and oversight of cybersecurity risks and incidents, on July 26, 2023, the US Securities and Exchange Commission (SEC or Commission) adopted rules...more
There has been a shift away from the Securities and Exchange Commission’s (“SEC”) traditional approach of encouraging foreign issuers to access the U.S. capital markets by making available certain disclosure, reporting and...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
The Securities and Exchange Commission adopted final rules implementing the pay versus performance requirement as required by Congress in the Dodd-Frank Act. The rules will require registrants to disclose, in proxy or...more
As discussed in Jones Day's March 2022 Alert, the SEC has proposed climate-related disclosure rules. If adopted as proposed, the Proposed Rules would depart from the SEC's historical regulation of SEC-reporting FPIs, which...more
As part of the SEC's broader rulemaking initiative, on March 9, 2022, the SEC proposed amendments to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incident reporting by...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