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 IM-5610. The new rules allow committees of a company’s board of directors to approve waivers of the code of conduct
SEC Posts C&DIs on Foreign Private Issuer Form F-SR Buyback Reporting
On August 30, 2023, the staff of the U.S. Securities and Exchange Commission posted three compliance and disclosure interpretations (“C&DIs”) providing guidance on Form F-SR. Form F-SR is the new form for a foreign private issuer (“FPI”) that files SEC reports on Forms 20-F and 6-K to use for quarterly tabular disclosure of daily share
Preparing to Comply With the SEC Amendments to Enhance Cybersecurity Disclosures
August 18, 2023 Webinar
1:00 p.m. – 2:00 p.m. EDT
Register here.
On July 26, 2023, the Securities and Exchange Commission voted to adopt amendments aimed at enhancing and standardizing disclosures related to cybersecurity risks and incidents. The amendments were first proposed in March 2022 and generated significant comment both as a result of
SEC Dilutes Accommodations Available to Foreign Private Issuers
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 corporate governance accommodations. Despite the increased visibility, enhanced access to the U.S. capital markets and other important benefits that foreign (non-U.S. domiciled) issuers
SEC Releases C&DIs on Compliance with New Insider Trading Disclosures
On May 25, 2023, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance released three Compliance and Disclosure Interpretations (“C&DIs”) on the recent amendments to Rule 10b5-1 regarding insider trading arrangements and related disclosures. Specifically, C&DIs 120.26 and 120.27 identify the dates by which companies must first include the new disclosures
SEC Disclosure Issues & Developments for FPIs and Preparing Your 20-F Filing
February 13, 2023 Webinar
12:00 pm – 1:00 pm ET
Register here.
During this session, Mayer Brown panelists, Brian Hirshberg and Larry Cunningham, will discuss US Securities Exchange Commission (SEC) disclosures, and recent developments for foreign private issuers (FPIs). Additionally, they will cover other areas of focus that should be top-of-mind for companies as
Clawback Rule Guidance
In our prior posts, we discussed the Securities and Exchange Commission’s adoption of Rule 10D-1 that directs the securities exchanges to establish listing standards prohibiting the listing of a security of any company that fails to adopt and implement a clawback policy.
The Staff of the Division of Corporation Finance has issued Compliance and
2023 Listed Guidance for NYSE and NYSE American Issuers
On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and applicable to all NYSE-listed and NYSE American-listed companies. Policies mentioned included those related to: (i) the timely alert and material news policies, including
What’s the Deal? The Compendium. (2022 Update)
Well, What’s the Deal?
We updated our popular series and published a new compendium. It includes brief discussions in plain English on popular financing methodologies, securities law issues, and practice pointers. With over 170 pages of content, the compendium is available online now to print. See also the tab on the left.
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What’s the Deal? – Foreign Private Issuers
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