Wednesday, October 17, 2018
1:00 p.m. – 2:00 p.m. EDT

During this session, Partners Michael L. Hermsen and Anna T. Pinedo will review the accommodations available to foreign private issuers, or non-U.S. domiciled companies, that choose to access the U.S. capital markets. We will discuss assessing a company’s status as a foreign private issuer, the initial registration and ongoing disclosure requirements for foreign private issuers, liability considerations, and related topics. The speakers also will address recent developments significant to foreign private issuers, including:

  • Staff guidance regarding the foreign private issuer definition;
  • Areas of focus for SEC comments in anticipation of upcoming 20-Fs and 40-Fs, including cyber security matters;
  • Disclosure simplification;
  • Exhibits, HTML and XBRL for foreign private issuers and IFRS filers; and
  • Areas of likely SEC focus in the coming months.

Wolters Kluwer will provide CLE credit. For more information, or to register for this session, please visit the event website.

In a recent speech, SEC Commissioner Kara Stein commented on the importance of cybersecurity.  The Commissioner noted that encouraging adoption of written policies and procedures, voluntary frameworks and non-binding guidance was not sufficient.  She noted that boards of directors have a fiduciary duty to shareholders to monitor and oversee risk, including cybersecurity oversight.  She seems to suggest that just as Commission rules require disclosure regarding financial experts, it would be reasonable for there to be some disclosure as to whether boards have an independent director with expert knowledge of technology and cybersecurity.  Otherwise, boards should retain experts to provide advice.  The Commissioner suggests independent directors meet with the company’s chief information security officer at least twice a year in executive session.  She notes that boards should assess company disclosures regarding cyber risks.  Finally, she suggests that the board ought to consider how well prepared the company is to respond to a breach, the resiliency of its infrastructure, and the procedures that will be implemented to recover and resume operations.