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Foreign Corporations Securities and Exchange Commission (SEC) Corporate Governance

Latham & Watkins LLP

SEC Adopts Climate-Related Disclosure Rules

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On March 6,2024, in a 3-2 vote, the US Securities and Exchange Commission adopted final rules requiring registrants to disclose certain climate-related information in registration statements and annual reports....more

Dorsey & Whitney LLP

New SEC Cybersecurity Disclosure Rules

Dorsey & Whitney LLP on

Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and...more

Robinson & Cole LLP

PCAOB Confirms Complete Access to Inspect and Investigate Chinese Auditing Firms

Robinson & Cole LLP on

On December 15, 2022, the Public Company Accounting Oversight Board (PCAOB), the U.S. independent regulator of public company auditing work, announced that it has completed a test inspection of two selected auditing firms in...more

Mayer Brown Free Writings + Perspectives

PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the...more

Morgan Lewis

US-China Auditing Oversight Agreement Signals Cooperation Between Nations but Could Lead to Increased Enforcement Risk

Morgan Lewis on

Due to a recent agreement between the Public Company Accounting Oversight Board and Chinese securities regulators, many US exchange–listed companies audited by accounting firms based in mainland China and Hong Kong may be...more

Orrick, Herrington & Sutcliffe LLP

The U.S. and China Reach Agreement on Audit Cooperation

On August 26, 2022, the U.S. and Chinese governments reached a Statement of Protocol (“SOP”) Agreement regarding cooperation on inspecting the audit work papers of U.S.-listed Chinese companies. The SOP is the culmination of...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Akin Gump Strauss Hauer & Feld LLP

Navigating the Holding Foreign Companies Accountable Act – The Road to Delisting or Redemption for China-based Companies

Since March, pursuant to the new Holding Foreign Companies Accountable Act (HFCAA), the U.S. Securities and Exchange Commission (SEC) has “identified” more than 135 companies that relied on auditors headquartered in mainland...more

McDermott Will & Emery

SEC Proposes Landmark Standardized Disclosure Rules on Climate-Related Risks

McDermott Will & Emery on

The US Securities and Exchange Commission (SEC) proposed new climate change disclosure rules on March 21, 2022. The proposed rules (Release Nos. 33-11042; 34-99478) draw heavily on the “four pillar” disclosure framework...more

Dorsey & Whitney LLP

Is a Proper Audit Possible of China Operations?

Dorsey & Whitney LLP on

The Public Company Accounting Oversight Board published a proposed rule designed to create a framework for determinations to be made under the Holding Foreign Companies Accountable Act passed last year (HFCAA). That Act...more

Miller Canfield

Interim Final Rules Implementing Holding Foreign Companies Accountable Act Will Be Effective Soon

Miller Canfield on

The interim final amendments (IFR) adopted by the U.S. Securities and Exchange Commission (SEC) to Forms 10-K, 20-F, 40-F and N-CSR to implement the submission and disclosure requirements of the Holding Foreign Companies...more

Stinson - Corporate & Securities Law Blog

SEC Adopts Interim Amendments for the Holding Foreign Companies Accountable Act

The SEC has adopted interim final amendments to Form 10-K, Form 20-F, Form 40-F, and Form N-CSR to implement the disclosure and submission requirements of the Holding Foreign Companies Accountable Act, or the HFCA Act....more

Patterson Belknap Webb & Tyler LLP

The Holding Foreign Companies Accountable Act and its Potential Repercussions

U.S. capital markets are beginning to experience the effects of the passage of the Holding Foreign Companies Accountable Act (HFCAA). Amid continuing tensions between the United States and China, then-President Trump signed...more

Allen Matkins

Some Differences Between "Publicly Held" and "Publicly Traded" Corporations

Allen Matkins on

In this post, I questioned the accuracy of the California Secretary of State's definition of "publicly held corporation", a term that is used in both the female and underrepresented communities quota statutes.  Cal. Corp....more

Miller Canfield

Holding Foreign Companies Accountable Act Signed into Law

Miller Canfield on

The Holding Foreign Companies Accountable Act (Act), which was signed into law by President Trump on December 18, 2020, amends the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and requires the Securities and Exchange...more

Allen Matkins

Secretary Of State Issues 2020 Women On Boards Report

Allen Matkins on

The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following...more

Allen Matkins

Where Is Your Corporation's Principal Executive Office?

Allen Matkins on

California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more

Allen Matkins

Publicly Held Corporations and Publicly Traded Corporations - Non Bis In Idem?

Allen Matkins on

California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

Dorsey & Whitney LLP

What if You Miss the Deadline to File a Form D?

Dorsey & Whitney LLP on

As a continuation of our August 9 post regarding the deadline for Canadian companies to file a Form D for a private placement in the United States, we now address the questions, “What if our company missed the deadline to...more

Cadwalader, Wickersham & Taft LLP

2016 Year In Review: Corporate Governance Litigation And Regulation

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Pillsbury Winthrop Shaw Pittman LLP

Montage IPO – Are The U.S. Markets Re-Opening To Chinese Companies?

The U.S. capital markets—the largest in the world—have been all but closed to Chinese companies for more than two years. The successful IPO of Montage Technology, and e-commerce giant Alibaba’s announcement that it will seek...more

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