On December 2, 2020, the U.S. House of Representatives (“House”) passed the Holding Foreign Companies Accountable Act, Senate Bill No. 945 (the “bill”). A copy of the bill may be viewed here.
The bill seeks to amend Section 104 of the Sarbanes-Oxley Act of 2002 to require certain issuers to disclose to the Securities…
The US Securities and Exchange Commission (SEC) Division of Corporation Finance published CF Disclosure Topic No. 10 (the disclosure topic) on November 23, 2020. The disclosure topic provides guidance to China-based Issuers: companies based in or with the majority of their operations in the People’s Republic of China (China). The guidance is the latest step…
A Presidential executive order was issued on November 12, 2020 finding that “the People’s Republic of China (“PRC”) is increasingly exploiting United States capital to resource and to enable the development and modernization of its military, intelligence, and other security apparatuses, which continues to allow the PRC to directly threaten the United States homeland and…
On August 6, 2020, the President’s Working Group on Financial Markets (“Working Group”) released its Report on Protecting United States Investors from Significant Risks from Chinese Companies (“Report”). The Working Group is chaired by the Secretary of the Treasury, and includes the Chairman of the Board of Governors of the Federal Reserve System, the Chairman…
This First Analysis article discusses the amendments adopted by the U.S. Securities and Exchange Commission on May 21, 2020 in connection with financial statement disclosures on business acquisitions and dispositions as required by Regulation S-X’s (17 C.F.R. §§ 210.1-01 – 12-29) Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule…
Medium-term note (“MTN”) programs enable companies to offer and sell a wide range of debt securities, which may have similar or different terms, on a periodic and/or continuous basis, by using pre-agreed offering and distribution documents and a simplified clearing process. With an MTN program, the issuer is able to use streamlined documentation for each…
On July 9, 2020, SEC Office of Internal Affairs Director Raquel Fox and SEC Division of Corporation Finance Director William Hinman moderated a panel discussion concerning the disclosure and reporting considerations of investments in emerging markets.
The panel discussed the disclosure considerations associated with investments in emerging markets in general, and particularly, in China.
To…
On July 9, 2020, SEC Division of Economic and Risk Analysis Chief Economist and Director S.P. Kothari and SEC Office of Compliance Inspections and Examinations Director Peter Driscoll moderated a panel discussion concerning investments by U.S. retail investors in emerging markets, particularly in China. This was Panel 1 of the SEC staff’s roundtable on emerging…
This market trends article identifies cybersecurity risk disclosures that offer detailed discussions on the potential reputational, financial, or operational harm resulting from cybersecurity breaches and the potential litigation or regulatory costs, policies, and procedures in addressing cybersecurity risks. This article concludes with practical advice on how to prepare and enhance the required disclosures on cybersecurity…
This market trends article identifies disclosures related to U.S. Tariff Policies that offer detailed discussions on the actual and potential effects for the particular registrants and concludes with recommendations on how to enhance disclosures relating to the effects of U.S. Tariff Policies. The company name, its industry, and the type of filing are also provided…
