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
Reporting Standards
What’s the Deal? – Form 8-K
What do bankruptcy, mine safety violations, change in control and asset acquisition have in common? Each may trigger a public company’s obligation to file a Form 8-K. All U.S. reporting companies are responsible for filing Forms 8-K with the SEC to disclose recent material transactions or occurrences. What reportable events trigger a Form 8-K filing? …
The SEC’s Proposed Short Sale Reporting Rules
On February 25, 2022, the Securities and Exchange Commission (“SEC”) voted to amend the Consolidated Audit Trail (“CAT”) and Regulation SHO, as well as to propose new rules that would require expansive short sale reporting. In a statement, SEC Chair Gary Gensler indicated that these proposals were important for the SEC to “address future market…
Proposed Changes to Beneficial Ownership Reporting Rules and Impact to Stakeholders
March 11, 2022 Webinar
12:00pm – 1:00pm EST
Register here.
On February 10, 2022, the Securities and Exchange Commission (“SEC”) proposed amendments to the rules governing reporting on Schedules 13D and 13G. These proposed amendments are intended to modernize the rules by, among other things, making information available to the public in a more…
Still Pursuing Financial Disclosures for Federal Judicial Officers
On February 18, 2022, the US Senate unanimously passed the Courthouse Ethics and Transparency Act, which requires all US federal judges to publish their financial disclosure reports to the public. This legislation closely follows the bipartisan bill passed by the House in December 2021, which sought a similar outcome (see our related post…
SEC Proposes Amendments to Form PF and Enhanced Reporting for Private Fund Advisers
On January 26, 2022, the US Securities and Exchange Commission (SEC) voted to propose amendments to Form PF in order to enhance the reporting requirements and obligations of certain registered investment advisers to private funds. The purpose of the proposed amendments, as described by the SEC, is “to enhance the Financial Stability Oversight Council’s (FSOC)…
New Data Tagging Requirements for Annual Reports Filed in 2022
The US Securities and Exchange Commission (SEC) adopted final amendments to its rules on December 2, 2021 to implement the requirements in the Holding Foreign Companies Accountable Act of 2020. Although for the foreseeable future, the majority of the new rules are expected only to affect SEC registrants whose operations are based in China or…
New Data Tagging Requirements for Annual Reports
The US Securities and Exchange Commission (SEC) adopted final amendments to its rules on December 2, 2021 to implement the requirements in the Holding Foreign Companies Accountable Act of 2020. Although for the foreseeable future, the majority of the new rules are expected only to affect SEC registrants whose operations are based in China or…
Disclosure Requirements: What’s Ahead?
In various prepared remarks in recent weeks, Securities and Exchange Commission (SEC) Chair Gensler has commented on a number of potential proposals for additional disclosure requirements.
In remarks made to the European Parliament Committee on Economic and Monetary Affairs, Chair Gensler addressed a number of topics, including gamification and crypto assets. Commenting on issuer…
Mandatory Climate Risk Disclosures: SEC Chair Gensler’s Remarks
Today, Securities and Exchange Commission Chair Gary Gensler spoke at the “Climate and Global Financial Markets” webinar, hosted by the Principles for Responsible Investment (PRI), the UN-supported network of investors—focusing his remarks on: “So, what does the SEC have to do with climate?” Giving a timely analogy related to the Olympics, the Chair explained that…