On August 26, 2021, the US Securities and Exchange Commission (“SEC”) approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions. As we previously blogged, earlier this year the NYSE amended certain of its shareholder approval rules, including those relating to
SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th
Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system.
This most recent edition includes updates for foreign private issuers, and the financial intermediaries that work with foreign private issuers, in connection with public offerings and exempt offerings.
The portfolio has been updated
Preparing 2019 Registration Statements and Annual Reports: What Foreign Private Issuers And Their Counsel Need To Know
In this article published in The Review of Securities & Commodities Regulation, we discuss the implications of the SEC’s recent actions to modernize and simplify disclosure requirements applicable to foreign private issuers (“FPIs”).
See full article here.
Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges
Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports.
The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges Act, or the EQUITABLE Act, would prohibit the listing of the securities of foreign companies whose
SEC Enforcement Against Foreign Private Issuers
Author Yuliya Guseva in her paper titled “The SEC and Foreign Private Issuers: A Path to Optimal Enforcement,” reviews SEC enforcement actions against foreign private issuers between 2005 and 2016 and considers developments following the Supreme Court’s Morrison decision. Guseva notes that following Morrison, federal courts have narrowed the application of Exchange
NYSE Releases Updated Compliance Memo
On January 10, 2019, the staff of NYSE Regulation released its annual memorandum detailing important rules and policies applicable to listed companies. The memorandum provides helpful reminders for issuers (noting important rule differences for domestic and foreign private issuers) with securities listed on the NYSE and also highlights new compliance items. In particular, as previously
Bill Requires Certain Issuers to Disclose to the SEC Information Regarding Foreign Jurisdictions that Prevent or Impair PCAOB Audit Inspections
On December 10, 2018, Representative K. Michael Conway introduced H.R. 7234, a new bill entitled “Holding Foreign Companies Accountable Act” that seeks to amend the Sarbanes-Oxley Act of 2002. The bill requires each “covered issuer” to disclose annually to the SEC the (1) provisions of laws or rules in foreign jurisdictions that prevent the PCAOB
Integrity of Financial Reporting and Foreign Issuers; China-Based Issuers
On Friday, the Chair of the Securities and Exchange Commission Jay Clayton, the Commission’s Chief Accountant Wes Bricker, and the Chairman of the PCAOB William Duhnke issued a statement reaffirming the significance to the capital markets of high quality and reliable financial statements, which, in turn, depend on the reliability of financial statements, quality audit
Trends in US IPO Registration Statements
A recent E&Y report notes strong IPO activity in the first nine months of 2018, with 166 completed IPOs, which raised $44.4 billion. This compares to 179 for the full year in 2017, which raised $40.4 billion. AXA Equitable Holdings was the largest IPO of the first nine months of 2018. For the first nine
Wolters Kluwer Webinar – SEC Disclosures, Issues and Developments for FPIs
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