Foreign Private Issuers

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This practice note discusses the impact of the Holding Foreign Companies Accountable Act (the HFCAA) on securities of foreign companies listed on U.S. exchanges and over-the-counter markets. It provides background on the HFCAA, enacted on December 18, 2020, which reinforces U.S. regulatory authority over SEC-reporting companies relying on auditors in non-U.S. jurisdictions where local authorities…

On March 20, 2025, the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) made a number of changes to the Division’s Compliance and Disclosure Interpretations.  For the second time in a month, the Staff revised or withdrew certain CDIs, notably including new guidance allowing any…

In Thomson Reuters’ Practical Law latest Q&A, Mayer Brown Capital Markets and Tax team provides a high-level overview of the main equity and debt markets/exchanges, and the main regulators and legislation that govern them. The Q&A also covers prospectus/main offering document requirements, together with any disclosure obligations and exemptions from the requirements to publish/deliver a…

During the American Bar Association’s Business Law Section Fall Meeting, the International Securities Matter Subcommittee of the Federal Regulation of Securities Committee discussed recent market trends affecting foreign private issuers (FPIs) from Latin America and other emerging markets, including the below:

Increase in Initial Public Offerings (IPOs).  There is a notable increase in the…

February 13, 2024
12:00pm – 1:00pm EST
Register here.

During this session, Mayer Brown panelists, Brian Hirshberg, Larry Cunningham and Thomas Kollar, 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 they…

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…

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…

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…

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…