James Alford

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This practice note discusses the Holding Foreign Companies Accountable Act (the HFCAA), which affects the securities of certain foreign companies listed on U.S. markets and requires them to submit documentation and disclosures to the SEC and the PCAOB. The HFCAA aims to address the regulatory challenge posed by Chinese law that prevents the PCAOB from…

As the US capital markets are among the most liquid in the world, many foreign companies opt to go public in the United States. However, becoming a public company in the United States can be expensive and time-consuming. Registering as a foreign private issuer (“FPI”) allows foreign companies to access the US capital markets while…

What do bankruptcy, mine safety violations, change in control and asset acquisition have in common?  Each may trigger a public company’s obligation to file a Form 8-K.  All U.S. reporting companies are responsible for filing Forms 8-K with the SEC to disclose recent material transactions or occurrences.  What reportable events trigger a Form 8-K filing? …

This practice note discusses market trends in 2021 relating to disclosures of climate change risks and mitigation by public companies, which are intertwined with environmental, social, and governance (ESG) issues. It also provides illustrative disclosures by public companies regarding how climate change has affected or may affect their operations, both directly (e.g., through disruption…

On December 20, 2021, the US Securities and Exchange Commission’s Division of Corporation Finance (“Division”) issued the Sample Letter (“Letter”) to companies based or having the majority of their operations in the People’s Republic of China (“China-based Companies”). The Letter requires China-based Companies to disclose in their public filings “more prominent, specific and tailored” risks…