Foreign private issuers (“FPIs”) with a calendar year end must file their annual report on Form 20-F with the U.S. Securities and Exchange Commission (the “SEC”) no later than May 1, 2023....more
After much anticipation, on March 21, 2022, the Securities and Exchange Commission (SEC) released its new proposed climate-related disclosure framework, a sweeping overhaul of the current, materiality-based climate change...more
On March 9, 2022, the Securities and Exchange Commission (SEC) proposed rules that would require disclosure of the occurrence of, and developments related to, material cybersecurity incidents. The proposed rules would also...more
It is now time for foreign private issuers (FPIs) to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by...more
On December 15, 2021, the Securities and Exchange Commission (SEC) proposed a new rule “intended to improve the quality, relevance and timeliness of information related to issuer share repurchases.” Specifically, the new rule...more
In this newsletter, we provide a snapshot of the principal European, U.S., U.K. and selected international governance and securities law developments of interest to European corporates.
...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Securities and Exchange Commission (“SEC”) issued...more
As part of its response to the effects and economic disruption that the novel coronavirus disease 2019 (“COVID-19”) is causing to the worldwide economy, on March 25, 2020, the Division of Corporation Finance of the U.S....more
COVID-19: DISCLOSURE AND CAPITAL MARKETS CONSIDERATIONS FOR US LISTED PUBLIC COMPANIES -
The outbreak and continuing spread of the novel coronavirus (“COVID-19”) and the related disruption to the worldwide economy are...more
EU DEVELOPMENTS -
Corporate and Capital Markets -
Institutional Investment: ESMA Report on Undue Short-Term Pressure on Corporations (Corporate Aspects) -
On 18 December 2019, the European Securities and Markets...more
1/22/2020
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Prospectus ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
UK ,
Venture Capital
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by April...more
1/2/2020
/ Annual Reports ,
Anti-Money Laundering ,
Audit Reports ,
Disclosure Requirements ,
EBITDA ,
European Commission ,
Foreign Private Issuers ,
Form 20-F ,
Helms-Burton Act ,
IFRS ,
Libor ,
Non-GAAP Financial Measures ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
UK Brexit ,
XBRL Filing Requirements
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in July 2019.
...more
10/18/2019
/ AML/CFT ,
Corporate Issuers ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Regulatory Reform ,
Global Marketplace ,
Member State ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions
On September 25, 2019, the Securities and Exchange Commission adopted a new rule that will enable all issuers to “test the waters” prior to publicly filing a registration statement. Currently, only emerging growth companies,...more
9/30/2019
/ Accredited Investors ,
Corporate Issuers ,
Emerging Growth Companies ,
Gun-Jumping ,
Initial Public Offering (IPO) ,
Institutional Investors ,
New Rules ,
Public Offerings ,
Qualified Institutional Buyers ,
Regulation FD ,
Rule 163B ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Testing-the-Waters Communications
On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more
8/13/2019
/ Best Practices ,
Disclosure Requirements ,
Environmental Policies ,
Foreign Private Issuers ,
Proposed Amendments ,
Public Comment ,
Registration Statement ,
Regulation S-K ,
Risk Factors ,
Rule 144A ,
Securities and Exchange Commission (SEC)
Welcome to the 2019 Shearman & Sterling Antitrust Annual Report.
Our seventh edition focuses on the contrasting use by regulators of antitrust laws with respect to the FANGs, and how antitrust is being enforced in the U.S....more
7/24/2019
/ Acquisitions ,
Antitrust Investigations ,
Antitrust Litigation ,
Competition ,
Competition Authorities ,
Corporate Counsel ,
Criminal Liability ,
Department of Justice (DOJ) ,
Digital Marketplace ,
Digital Media ,
Enforcement Actions ,
EU ,
Extraterritoriality Rules ,
Federal Trade Commission (FTC) ,
FinTech ,
Hiring & Firing ,
Leniency Programs ,
Merger Controls ,
Mergers ,
No-Poaching ,
Recruitment Policies ,
State Aid ,
Trump Administration ,
UK Brexit
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in April 2019.
...more
U.S. DEVELOPMENTS -
SEC and NYSE/Nasdaq Developments -
SEC Proposes to Expand “Testing the Waters” Exemption to Permit Pre-Offering Communications -
On 19 February 2019, the Securities and Exchange Commission...more
6/24/2019
/ Climate Change ,
Commission Delegated Regulation ,
Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Dodd-Frank ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
Green Bonds ,
Greenhouse Gas Emissions ,
IOSCO ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
UK ,
UK Brexit
On May 3, 2019, the SEC proposed for public comment amendments to its rules related to the financial statements required to be disclosed by SEC reporting companies or in IPOs in connection with an acquisition or disposal of a...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
4/25/2019
/ BEIS ,
Corporate Governance ,
Enforcement Actions ,
EU ,
EU Benchmark Regulation ,
European Securities and Markets Authority (ESMA) ,
Italy ,
Nasdaq ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
UK
In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
2/14/2019
/ Accounting Controls ,
Annual Reports ,
Audits ,
Capital Markets Union ,
Climate Change ,
Cooperation ,
Corporate Governance ,
Enforcement Actions ,
EU ,
European Commission ,
Foreign Corrupt Practices Act (FCPA) ,
GAAP ,
Hong Kong ,
Private Placements ,
Proxy Season ,
UK ,
UK Brexit
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
1/24/2019
/ CONSOB ,
Corporate Governance ,
Cyber Threats ,
Cybersecurity ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Executive Compensation ,
Glass Lewis ,
Hong Kong ,
Italy ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Activism ,
Smaller Reporting Companies ,
UK ,
UK Brexit
It is now time for foreign private issuers to prepare their annual reports on Form 20-F. For companies with a calendar year-end, the Form 20-F must be filed with the U.S. Securities and Exchange Commission (the SEC) by 30...more
1/14/2019
/ Annual Reports ,
C&DIs ,
Cybersecurity ,
Disclosure Requirements ,
Economic Sanctions ,
Foreign Private Issuers ,
GAAP ,
Iran Sanctions ,
Libor ,
Mining ,
Non-GAAP Financial Measures ,
PCAOB ,
Russia ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
State Sponsors of Terrorism ,
Trade Policy ,
UK Brexit ,
US Trade Policies
The January 2019 FCPA Digest is an invaluable compendium of all FCPA-related developments in 2018, including US foreign bribery proceedings and criminal prosecutions, DOJ foreign bribery civil actions, SEC actions, DOJ...more
1/3/2019
/ Bribery ,
Chief Compliance Officers ,
Compliance ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Foreign Corrupt Practices Act (FCPA) ,
Jurisdiction ,
Kokesh v SEC ,
Serious Fraud Office (SFO) ,
Settlement ,
Subsidiaries ,
UK ,
White Collar Crimes ,
Yates Memorandum
In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
10/19/2018
/ Corporate Governance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Financial Markets ,
Hong Kong ,
Italy ,
Listing Standards ,
Market Abuse ,
MiFID II ,
Regulatory Standards ,
Securities Litigation ,
Takeovers ,
UK