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
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
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
The Securities and Exchange Commission (SEC) published a concept release on June 4, 2025, seeking feedback on whether the SEC should amend the definition of “foreign private issuer” (FPI). In the release, the SEC asks whether...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
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
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
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
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
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
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
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
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
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
There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more
Just before Independence Day, the SEC adopted amendments to its eXtensible Business Reporting Language (XBRL) reporting requirements, which will become effective 30 days after their publication in the Federal Register....more
The New York Stock Exchange (NYSE) recently proposed amendments to the NYSE Listed Company Manual (Manual) to adopt a requirement that NYSE-listed foreign private issuers (FPIs) submit semi-annual unaudited financial...more