Foreign Private Issuers

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On June 4, 2025, the U.S. Securities and Exchange Commission published a Concept Release on Foreign Private Issuer Eligibility soliciting public comment on proposed changes to the definition of foreign private issuer. As of September 10, approximately 70 response letters to the concept release were published on the SEC’s website. This alert summarized the main…

The U.S. government has been steadily tightening rules relating to who can benefit from clean energy incentives.  The One Big Beautiful Bill Act (OBBBA) is the latest step, and it makes one thing crystal clear:  if your company has ties to certain foreign governments, your access to federal tax credits could be at risk and…

On September 4, 2025, the Securities and Exchange Commission’s spring 2025 rulemaking agenda (the “Agenda”) was made publicly available (see here).  Chairman Paul Atkins previewed the Agenda, which widely diverges from the Commission’s fall 2024 rulemaking agenda, in a simultaneously-released statement (the “Statement”), declaring that “[t]he items on the agenda represent the Commission’s renewed…

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…