Non-US Issuers

An overview of the sources of law and regulation of accounting, auditing and financial reporting in the US. This Practice Note focuses on the rules and guidance governing accounting, auditing and financial reporting for public companies.

An introduction to anti-dilution adjustment formulas, focusing on public company convertible bonds. This Note discusses issues relevant to public company warrants and exchangeable notes. It also contains a discussion of the meaning of equity dilution, the process for drafting and reviewing anti-dilution adjustment formulas and provides the meanings of certain terms used in anti-dilution adjustment formulas. The Note discusses the make-whole adjustment, which, although not an anti-dilution adjustment, is a feature of public convertible bonds and is often drafted and reviewed at the same time as anti-dilution adjustment formulas.

A discussion of the requirements for a public company to qualify as a well-known seasoned issuer (WKSI) and selected advantages associated with qualifying as a WKSI. This Practice Note offers practical advice for questions that may arise when an issuer conducts a securities offering after filing its Form 10-K but before filing its proxy statement or when it loses WKSI status. This Practice Note also discusses considerations unique to WKSI shelf registration statements and offering communications under Rule 163.

This Note discusses issues that companies should consider and actions companies should undertake when it plans to change transfer agents.  

An examination of the application of Regulation 14E of the Exchange Act and Rule 13e-4 of the Exchange Act to an issuer's tender offer for its outstanding debt securities. This Note also discusses other issues which may arise in the context of these tender offers, such as SEC no-action relief for investment grade debt securities, modified dutch auctions, creeping tender offers and Regulation M.

A list and description of major filings and other documents in the litigation filed by a group of business organizations against the SEC challenging Section 1502 of the Dodd-Frank Act (the conflict minerals provision) and the SEC's conflict minerals rule.

This Note reviews credit ratings, the operations of the nationally recognized statistical rating organizations (NRSROs) and the SEC's proposed and adopted rule amendments  for NRSROs (including those required by the adoption of the Dodd-Frank Act).  An NRSRO is a credit rating agency that has registered as such with the SEC.  On May 18, 2011, the SEC proposed rules under the Dodd-Frank Act intended to increase transparency in and improve the integrity of credit ratings, in particular the credit ratings of structured finance products such as asset-backed securities (ABS). The proposed rules would amend existing rules governing credit ratings and NRSROs to improve the accuracy of credit ratings applied to structured financial products and minimize the mismanagement of risk by financial institutions and investors. See Legal Update, SEC Proposes Rules on Credit Ratings by NRSROs and Creates New ABS Due Diligence Requirements. This Note will be updated to reflect these rules after they have been adopted in final form by the SEC.

An overview of the federal securities laws governing debt exchange offers, the parties involved, the required documentation and the process of completing such exchange offers. In particular, this Note examines the difference between exchange offers and cash tender offers, disclosure obligations and issues to consider when structuring an exchange offer. This Note also examines consent solicitations, and timing considerations for the exchange offer. 

This Note discusses the main advantages and disadvantages for a company which is considering an initial public offering (IPO) of its securities in the US. The special accommodations available to emerging growth companies considering an IPO are identified in this Note.

This Note examines directed share programs of issuers completing an offering of securities. The advantages and disadvantages of directed share programs are examined as well as issues to be aware of when preparing a registration statement for the offering of these securities. This Note also discusses the communications that an issuer is permitted to make under Rule 134, the indemnification provisions typically set out in the underwriting agreement and guidelines for avoiding Securities Act violations when an issuer is conducting a directed share program.

In this practice note, Barnabas Reynolds, head of the Financial Institutions Advisory & Financial Regulatory Group at Shearman & Sterling LLP, provides an overview of the EU Regulation on credit rating agencies (Regulation 1060/2009) (CRA Regulation). The note reflects amendments to the CRA Regulation made by CRA II (Regulation 513/2011) which transferred responsibility for the registration and ongoing supervision of EU credit rating agencies to the European Securities and Markets Authority (ESMA). For information about the amendments to the CRA Regulation to be made by CRA III, see Practice note, CRA III.

This Practice Note discusses the safe harbor exemption from registration under Rule 701 of the Securities Act for equity securities issued as employee compensation. It discusses Rule 701 eligibility considerations, including the requirements for issuer, participant and securities eligibility and issuer disclosure obligations. The Note also describes limitations on resales of securities sold under Rule 701 and the interaction between the Rule 701 exemption and the registration requirement under Section 12(g) of the Exchange Act.

This Practice Note discusses the role of the Financial Industry Regulatory Authority (FINRA) in SEC-registered securities offerings. The Note reviews the types of offerings that are affected and the role of counsel in filing with FINRA and managing the FINRA review process (focusing on the process in the context of an IPO). The Note discusses common issues in the process, including analyzing underwriting compensation and arrangements under FINRA Rule 5110 (the corporate financing rule) and underwriter conflicts of interest under Rule 5121 (the prominent disclosure and QIU rule). It discusses considerations relevant to shelf offerings that are not exempt from filing with FINRA.

This Practice Note reviews the subsections of Rule 424 under the Securities Act of 1933, and the related Rules 430A and 430B, to help counsel determine which Rule 424 subsection they should file a prospectus or prospectus supplement under in an SEC-registered securities offering. This Note examines Rule 424 filings in IPOs and in shelf offerings, including registered medium-term note (MTN) programs. It also offers guidance on several common issues that can arise in the context of filings under Rule 424.

This Note discusses the US federal income tax consequences of owning common stock or American Depositary Shares (ADSs) of a foreign corporate issuer.

An examination of the statutory safe harbor for forward-looking statements used in securities offerings and other corporate disclosure.  This Note examines how public SEC-reporting companies, their executives and representatives can protect themselves from liability under the Securities Act and the Exchange Act when disclosing forecasts, projections, plans and objectives by meeting the requirements of the safe harbor.  This Note also offers practical suggestions issuers and practitioners can use to increase the likelihood of securing the safe harbor protection.

This Note outlines the issues that public companies should consider in formulating a guidance policy for providing guidance to the market on their future operating results. A companion resource on this topic is Practice Note, Earnings Guidance FAQs  which provides a set of examples of frequently asked questions about how and when to give and update guidance.

An overview of the standard financial covenants and ratio tests contained in an indenture for high-yield debt securities. In particular, this Note explains what financial covenants are, identifies market considerations and examines two principal cash flow ratios in detail.

This document discusses the dispute concerning the application of US securities laws in a case that has been referred to as "foreign-cubed" because it involves foreign plaintiffs, a foreign securities issuer and is based on foreign securities transactions and provides a summary of key litigated issues and practical implications indicated by the litigation.

An overview of the US federal laws governing indentures for debt securities issued by domestic and foreign companies. This Note also outlines the eligibility requirements, duties and liabilities for trustees as set out in the Trust Indenture Act of 1939.  In addition, this Note discusses the obligations of the issuer, rights of the securityholders, supplemental indentures, exemptions for Canadian issuers and special considerations for automatic shelf registrations.

This Note examines SEC annual and quarterly report disclosure required by the Iran Threat Reduction and Syria Human Rights Act of 2012. Public companies are required to include explanatory disclosure and make an IRANNOTICE filing on EDGAR if they or their affiliates engaged in certain Iran-related activities during the period covered by the report.

An examination of the SEC's safe harbor for issuer stock repurchases (buybacks) under Rule 10b-18 of the Exchange Act. In particular, this Note examines the purchase, timing, price and volume requirements which must be met in order to comply with Rule 10b-18.  It also identifies the securities covered by Rule 10b-18. This Note identifies other considerations for an issuer when conducting a stock buyback program, including the application of Rule 10b-18 to repurchases outside the US and the interaction of the rule with other federal securities laws. 

This Note summarizes key provisions of the Jumpstart Our Business Startups (JOBS) Act relating to crowdfunding. The crowdfunding portion of the JOBS Act amends the Securities Act to add a new registration exemption intended to allow capital raising from a large number of people in relatively small amounts, typically through the internet and social media.

This Note summarizes key provisions of the Jumpstart Our Business Startups (JOBS) Act relating to the exemption from registration under the Securities Act of 1933 of certain smaller securities offerings. These provisions direct the SEC to amend Regulation A under the Securities Act or to adopt a new, similar regulation in order to exempt securities offerings of up to $50 million, subject to certain conditions.

This Note summarizes key provisions of the Jumpstart Our Business Startups (JOBS) Act relating to general solicitation and advertising in securities transactions exempt from registration under Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933.

An examination of the lead or presiding director role, a key consideration in the decision to separate or combine the chairman and CEO roles. This Note explores typical powers and responsibilities charged to lead directors and offers suggestions to consider when structuring and filling the lead-director position.

A review of the principal federal securities law provisions that potentially impose liability on an issuer and the offering participants in connection with an issuer's offering of securities and the main due diligence defenses to that liability. The principal liability provisions reviewed are Section 11 and Section 12 of the Securities Act and Section 10(b) and Rule 10b-5 of the Exchange Act.

An overview of the so-called NASDAQ 20% rule requiring stockholder approval before a listed company can issue twenty percent or more of its outstanding common stock or voting power.  This Note examines how to apply the rule, make calculations under the rule, claim an exception under the rule and structure transactions to avoid or defer stockholder approval.  This Note also offers tips for working with NASDAQ to avoid unnecessary delays.  This Note can be used by companies and practitioners before any issuance of common stock, other equity with voting rights or convertible securities and warrants.  It is especially useful for smaller reporting companies, many of which are listed on NASDAQ and also for mid-cap and large-cap companies accepting large equity investments.

An overview of considerations in initial public offerings related to upsizing or downsizing deal size on pricing day that impact offering and registration mechanics and how to manage these changes effectively.

This Note provides a comprehensive set of examples of frequently asked questions related to the law and lore of offers of securities. Specifically, this Note offers examples of questions and answers dealing with offers and communications in IPOs, traditional road shows, non-deal road shows and industry reports and earnings guidance. This Note is not updated for the effects of the JOBS Act.

This Note discusses the definition of a passive foreign investment company (PFIC), the US federal income tax consequences to a US investor in a PFIC and the disclosure obligations for PFICs.

This Note discusses what a Form 6-K is, when it is necessary, when English translations are required, what information goes into it,  how to prepare and file it, and liability for Form 6-K.

An overview of the principal elements of an offering memorandum (OM) (also referred to as a private placement memorandum) prepared in connection with an offering of debt securities under Rule 144A and Regulation S. In particular, this Note reviews typical sections of an OM, including risk factors, capitalization table, management's discussion and analysis, plan of distribution and resale limitations. It also discusses how the OM is prepared, finalized and printed.

A roadmap of the steps involved in conducting an offering of debt securities under Rule 144A and Regulation S. This Note provides an overview of the process, from the engagement of issuer's counsel to the closing of the offering. It also includes commentary on each of the principal documents prepared in connection with the offering, including the offering memorandum, purchase agreement, registration rights agreement, indenture and legal opinions. The Note also includes an overview of the due diligence process and a summary of pricing and closing mechanics.

This Note outlines the expenses that an issuer typically incurs when registering an offering of its securities with the SEC and listing the securities on a securities exchange. The Note includes a discussion of underwriters' compensation, legal expenses, accounting expenses, printing costs, filing fees and other expenses that an issuer may incur. A brief overview of the expenses relating to being a reporting issuer is also noted. 

This Note examines the role of the SEC, the state securities authorities, the securities exchanges (NYSE and NASDAQ) and FINRA in an offering of debt or equity securities. In particular, the Note discusses how the SEC undertakes its review of the registration statement and how the SEC enforces the registration provisions of the Securities Act initially through the comment letter process and later, if necessary, through formal legal action.

An overview of the standard terms and provisions of the registration rights agreement used in the context of a Rule 144A and Regulation S offering of non-convertible debt securities. This Note discusses the obligation to register the securities in connection with an A/B exchange offer and to file a resale shelf registration in certain circumstances. The discussion includes details on standard provisions concerning payment of expenses, registration procedures, participation of broker-dealers in exchange offer and indemnity and contribution provisions.

An overview of the disclosure requirements of the short-form registration statement on Form F-3 which is used by certain foreign private issuers (non-US companies).  This Note reviews the eligibility requirements for use of Form F-3. In addition, this Note not only addresses the general requirements for preparing and filing Form F-3 but also includes a detailed analysis of the items required by Part I and Part II of Form F-3. This Note also discusses incorporation by reference and how to include graphic presentations.

An examination of the requirements of the registration statement on Form S-8 filed with the SEC under the Securities Act of 1933. This Note includes a detailed analysis of the items required by Part I and Part II of Form S-8. In addition, this Note addresses the general requirements for preparing and filing Form S-8.  

This Note examines the safe harbor under Regulation S of the Securities Act of 1933, as amended, for the offer and sale of securities in offshore transactions outside the US.  Regulation S is a safe harbor from the registration requirements of the Securities Act.  This Note discusses the basic requirements of Regulation S, the issuer safe harbor under Rule 903, the resale safe harbor for subsequent holders of securities under Rule 904, and the definition of a US person under Regulation S. 

This Note discusses the Section 4(a)(1) (formerly Section 4(1)) exemption for resales of securities from the registration requirements of the Securities Act and the safe harbor provided by Rule 144 of the Securities Act. In particular, this Note explains who is eligible to rely on the Section 4(a)(1) exemption and the Rule 144 safe harbor and distinguishes the treatment of control securities and restricted securities. In addition, this Note describes the conditions that must be satisfied to rely on Rule 144, including any holding period and volume limitations applicable. In addition, this Note discusses restrictive legends and how to remove them from securities.

This Note provides an overview of the role of research analysts and the rules and regulations governing their activities, including the research reports that they release. In particular, this Note reviews the NASD and NYSE Rules focusing on issues such as research department separation, prohibition on analyst involvement in investment banking business, analyst compensation and blackout periods. It also reviews the SEC's analyst certification rules and the SEC non-exclusive safe-harbors concerning research reports. The special accommodations for the publishing and distribution of research reports and participation by research analysts in meetings in connection with securities offerings by emerging growth companies (EGCs) are also described in the Note.

This Note provides an outline of the procedures for issuing additional stock to an issuer's existing stockholders.

This Note provides a comprehensive summary of the law and lore relating to offers of securities and a roadmap to maneuver safely through the maze of available safe harbors and industry customs. Specifically, this Note summarizes the securities laws and regulations behind offers, examines what is and what is not considered an offer and identifies the safe harbors that can provide protection for registered securities offerings, unregistered offerings and foreign private issuer offerings. This Note also examines under what circumstances offers are permitted and highlights the consequences of violating applicable laws and rules. This Note is not updated for the impact of the JOBS Act.

A guide to the SEC's current fees for filing registration statements in connection with securities offerings, specified repurchases of securities, proxy solicitations and statements in corporate control transactions. This Note also identifies the relevant SEC rules for calculating the filing fees and sets out sample calculations.

This Note provides an overview of the registration exemptions available to issuers conducting private placements under Section 4(a)(2) (formerly Section 4(2)) and Regulation D. These exemptions are available to US and non-US public and private companies. This Note discusses Section 4(a)(2) issuer private placements, the safe harbor requirements of Regulation D, filing the Form D, the FINRA Rule 5123 filing requirement for FINRA members and proposed changes to Regulation D.

A Practice Note discussing the rapidly expanding social media use in companies and the securities and disclosure laws that are slow in catching up, resulting in a potential minefield for public companies.  This Note explores the potential securities and disclosure concerns in this developing area, highlights potential examples of misconduct and provides guidance on how companies can reduce securities and disclosure risks while taking advantage of social media benefits.

This Note provides commentary on the typical provisions of an underwriting agreement used in an SEC-registered public offering of securities. The Note describes the key sections, including representations and warranties, covenants, closing conditions, termination rights and indemnification and contribution provisions. The Note lists and describes the key provisions of each section and provides drafting tips for issuer's and underwriters' counsel.

This Note provides a discussion of the rules and regulations governing the use of non-GAAP financial information. This Note explains what a non-GAAP financial measure is and discusses what information must be disclosed when a company releases non-GAAP financial information. In particular, this Note discusses the requirements of Regulation G and Item 10(e) of Regulation S-K, and how the two complement each other. This Practice Note includes suggested tips for compliance with both Regulation G and Item 10(e). This Note is applicable to both US public companies and foreign private issuers.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the automobile, airline and transportation industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings. 

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the computer and electronic equipment industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note sets out sample risk factor disclosure relating to intellectual property (IP) rights issues included in SEC periodic reports of Fortune 500 public companies, including risks relating to the development of IP, the strength and protection of a company's IP portfolio and infringement claims by or against a company.  Sample risk factor disclosure is broken into seven different industry categories based on issuers' SIC filing codes. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in each industry.  This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the media and entertainment industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the mining and metals industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the pharmaceutical & biotechnology industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

This Note lists categories of risk factors commonly included in SEC periodic reports of Fortune 500 public companies in the service industry (based on their SIC filing code) and sets out sample disclosure taken from SEC filings by companies in this industry. This Note also provides direct links to risk factor disclosure in Form 10-K filings by companies in this industry. This resource is updated periodically to reflect new SEC filings.

A Note describing the whistleblower provisions of the Sarbanes Oxley Act of 2002 as modified in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and the new whistleblower provisions set forth in the Dodd-Frank Act. This Note indicates where SOX has been modified in certain key respects by the Dodd-Frank Act and its final regulations.

A discussion of risk factor and other disclosure included in 2013 SEC filings describing the specialized disclosure and diligence requirements imposed on some SEC reporting companies by Section 13(p) of the Securities Exchange Act of 1934 and Rule 13p-1 under the Exchange Act (the conflict minerals rule, implenting Section 1502 of the Dodd-Frank Act). This resource includes links to filings that include conflict minerals rule-related disclosure and lists the industry and SIC code of each company that included this disclosure.

This Note provides an overview of the key legal and practical considerations for public companies to consider when issuing an earnings release and hosting an earnings call. It discusses the key rules and regulations governing the earnings announcement process, explains the typical timeline for issuing an earnings release and hosting an earnings call, and reviews the roles generally played by key participants. The Note also discusses special considerations related to announcing earnings results, including issues that arise when an earnings release and call are close in time to a securities offering, and the pros and cons of giving earnings guidance.

This Note explains the mechanics of an at-the-market offering. In particular, the Note outlines the advantages and disadvantages of this type of offering and the offering process (including SEC filings, documentation, due diligence and sales execution). Compliance-related issues and liability considerations are also noted.

An overview of the key practical and legal considerations involved when marketing securities through a road show.

A discussion on poison put risk factor-type language in SEC filings with the SEC in response to the Amylin decision, including links to recent filings.

This Standard Document is a form of closing agenda, also commonly known as the closing memorandum, used in completing an initial public offering. The closing agenda identifies the members of the working group, provides a summary of the events that occurred during the registration process, lists the documents that are delivered at the closing of the offering and by which party, and includes the forms of certain certificates, receipts, letters of transmittal, instructions and other documents that are to be delivered by the parties at closing. The special accommodations available for emerging growth companies (EGCs) under the Jumpstart Our Business Startups Act are not reflected in this closing agenda. This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard due diligence request list sent to an issuer in connection with a registered or an unregistered offering of debt or equity securities. This Standard Document has integrated notes with important explanatory and drafting tips.

This is a standard forward-looking statements legend, also referred to as a safe harbor legend.  It can be used as part of a public company's earnings press release to increase the likelihood of liability protection for forward-looking statements under the statutory safe harbor.  This legend includes several examples of forward-looking statements and important factors to be included in the meaningful cautionary language required by the safe harbor to aid drafters.  This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard forward-looking statements legend, also referred to as a safe harbor legend.  It can be used as part of a public company's disclosure document, Exchange Act report, press release or other document to increase the likelihood of liability protection for forward-looking statements under the statutory safe harbor.  It may be used for disclosures issued in connection with a securities offering (other than an IPO) or for disclosures issued in the ordinary course of business.  This legend includes several examples of forward-looking statements and important factors to be included in the meaningful cautionary language required by the safe harbor to aid drafters.  This Standard Document has integrated notes with important explanations and drafting tips.

This is a standard investor script for use in wall-crossed offerings. It walks investment banking personnel through the process of bringing investors "over the wall" (meaning sharing material nonpublic information with them, subject to certain conditions, while pre-marketing a public securities offering). The script also includes a standard confidentiality and no trade agreement e-mail exchange.  This Standard Document has integrated notes with important explanations and drafting tips. 

A form of memorandum to be delivered to a company's board of directors, board committee or senior management of a public company that explains how a company may terminate its securities exchange listings and withdraw those securities from registration under the Securities Exchange Act of 1934. This resource addresses the impact of the Jumpstart Our Business Startups Act of 2012 (JOBS Act). For more information on the JOBS Act, see Practice Note, Road Map to the Jumpstart Our Business Startups (JOBS) Act of 2012.

A sample policy for a company to adopt to govern the engagement of third parties or agents to conduct business on the company's behalf outside of the United States.  This policy addresses issues related to anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (FCPA).  This Standard Document has integrated drafting notes with important explanations and drafting tips.

This is a standard form of a pricing term sheet for non-convertible debt securities that can be used to convey pricing information to investors immediately after pricing in connection with an offering of debt securities and be filed as a free writing prospectus in SEC-registered offerings. This form can be used for both SEC-registered and unregistered offerings including Rule 144A and Regulation S offerings. This Standard Document has integrated notes with important explanations and drafting tips.

This is a form of letter from an emerging growth company (EGC) responding to comments from the SEC staff on a draft registration statement for the EGC's initial public offering or (where the EGC is a debt-only issuer) A/B exchange offer. This letter includes language to be used both during the confidential nonpublic review of the registration statement and after it has been publicly filed via EDGAR. This standard document has integrated notes with important explanations and drafting tips.  

A standard form SAS 72 or auditor representation letter delivered to the issuer's auditors in an unregistered securities placement or issuance so that the accountants can prepare and deliver a comfort letter. This letter can also be adapted for use in those circumstances when a SAS 72 representation letter is required in the registered offering context.

Social media guidelines for a public company for both personal social media use and social media use as an authorized company spokesperson. These guidelines incorporate social media best practices under US securities and disclosure laws and regulations. This Standard Document has integrated notes with important explanations and drafting tips, including discussion of the impact of National Labor Relations Board (NLRB) review of social media policies. 

A subscription agreement to be used in connection with a private placement of debt securities to accredited investors (as defined in Rule 401 of Regulation D under the Securities Act of 1933, as amended). The private placement is made in reliance on Rule 506 of Regulation D. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Form of resolutions of a board of directors approving an offering of debt securities registered under the Securities Act of 1933, as amended. These resolutions are drafted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of resolutions of a board of directors approving an unregistered offering of debt or equity securities under Rule 144A and Regulation S of the Securities Act of 1933. These resolutions cover the designation of authorized officers, approval of the offering memorandum and other transaction documents, appointment of a pricing committee and other matters. These Standard Clauses have integrated notes with important explanations and drafting tips.

Resolutions of a board of directors approving an unregistered offering (private placement) of debt securities under Rule 506 of Regulation D of the Securities Act of 1933, as amended. These resolutions are formatted as standard clauses and should be inserted into board minutes or a form of unanimous written consent. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form disclosure to include in the underwriting section (or separate conflicts of interest section) of a prospectus in an offering with a conflict of interest under FINRA Rule 5121 (known as the prominent disclosure rule). This Standard Clause has integrated notes with important explanations and drafting tips.

Standard limitation on asset sales covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard limitation on liens covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard limitation on transactions with affiliates covenant which may be inserted into an indenture governing high-yield debt securities. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard Clauses that can be used as sample contractual language when structuring a securities transaction to avoid or defer stockholder approval required by NASDAQ's 20% rule. NASDAQ requires stockholder approval before a listed company can issue twenty percent or more of its outstanding common stock or voting power. These Standard Clauses can be used as a starting point in drafting provisions in indentures, convertible securities, warrants, preferred stock certificates of designation and securities purchase agreements. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of resolutions of a pricing committee of a board of directors setting the price and other terms of debt or equity securities in an unregistered offering under Rule 144A and Regulation S of the Securities Act of 1933. These Standard Clauses have integrated notes with important explanations and drafting tips.

Form of risk factor relating to cyber security that may be inserted into a public company's annual and periodic reports, registration statements or private placement offering documents. This document provides sample language describing risks arising from information security, including the impact of a potential or actual material network breach and steps taken to reduce risk exposure. These Standard Clauses have integrated notes with important explanations and drafting tips.

Standard representations, warranties and covenants which may be inserted into a purchase agreement in relation to an offering of securities (debt or equity) outside the US under Regulation S under the Securities Act of 1933, as amended. These representations, warranties and covenants establish that the transaction meets the requirements of Regulation S. These Standard Clauses have integrated notes with important explanations and drafting tips.

A standard form company representation relating to anti-money laundering (AML) laws and to compliance with AML-related rules to include in an underwriting agreement for a securities offering. This Standard Clause has integrated notes with important explanations and drafting tips.

A standard form of company representation to include in an underwriting agreement for a securities offering relating to compliance with the regulations of the Office of Foreign Assets Control (OFAC). This Standard Clause has integrated notes with important explanations and drafting tips.

Sample disclosure to include in a free writing prospectus, a prospectus or other offering document to alert investors of a settlement cycle different from the T+3 that is specified under Rule 15c6-1 of the Securities Exchange Act of 1934 in the context of a securities offering. This Standard Clause has integrated notes with important explanations and drafting tips.

This is a checklist of the documents most commonly used for an initial public offering of securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A checklist of the documents most commonly used for a traditional non-shelf follow-on public offering of equity securities. The checklist may be used by counsel to keep track of the status of all documents regardless of who is responsible for drafting and circulating the document to the working group.

A comparative analysis of the options available to an issuer for accessing the equity capital markets. For best results, this Chart should be printed using the "landscape" setting.

A comparison of the standard terms and covenants contained in indentures of high-yield debt and investment grade debt securities.

This chart presents the quantitative listing requirements of NASDAQ for listed companies. A company that is already listed on a NASDAQ market must continue to satisfy these requirements in order to maintain its status as a listed company on NASDAQ.

This document outlines the substantive requirements that must be established by an issuer for the SEC to grant a request for confidential treatment (also referred to as a CTR) of certain portions of their material contracts filed with the SEC.

This Checklist summarizes key items to cover in a due diligence investigation for a securities offering. It provides practical advice for organizing the due diligence process and highlights issues and potential problems to consider when reviewing specific categories of issuer documents, including corporate records, business contracts and others. It does not cover business due diligence, financial and accounting due diligence or specialist due diligence. This Checklist is not a comprehensive list, but merely a guide to assist attorneys in focusing on important issues.

A Checklist of issues for a company to consider when seeking to comply with the Foreign Corrupt Practices Act (FCPA).

A summary of when a full English translation or an English summary is required of a foreign language document furnished under Form 6-K .

This chart presents the quantitative initial listing requirements of the NASDAQ Stock Market (NASDAQ) for each of its three listing tiers for public companies. Each of the tiers has different quantitative standards and requirements for listing.

This Checklist provides a quick reference guide to help in making materiality determinations under securities and disclosure laws and rules, includes important questions to ask and highlights key areas where information is often found to be material, requiring careful attention and perhaps public disclosure. 

This Chart shows the dates that key reforms to the federal securities laws made by the Jumpstart Our Business Startups Act (JOBS Act) become effective.

This Checklist summarizes key items to consider before and during drafting of the Management's Discussion & Analysis of Financial Condition and Results of Operations (MD&A) section required in a public company's Form 10-K, Form 10-Q or registration statement. This Checklist offers a list of issues and questions relating to subjects that should be discussed in an MD&A section, including the company's results of operations, liquidity, capital resources, contractual obligations, off-balance sheet arrangements, credit facilities, debt securities, critical accounting policies and estimates, other accounting topics and related party transactions. In addition, this Checklist offers a series of issues and questions regarding climate change to determine whether this subject should be addressed in a company's MD&A section. This Checklist is not a comprehensive list, but merely a guide to assist lawyers in focusing on important issues.

This Checklist provides background on commonly negotiated provisions in the representations and warranties section of a purchase agreement for a Rule 144A/Regulation S offering (equity or debt).  The Checklist gives examples of typical negotiating positions that issuers, selling stockholders and initial purchasers take, and gives example arguments in favor of these positions. This Checklist is part of a three-checklist series that includes checklists on negotiating the covenants and expenses sections, and the closing conditions, termination and indemnity sections, of Rule 144A/Regulation S purchase agreements.

This Checklist provides background on commonly negotiated provisions in the covenants and expenses sections of a purchase agreement for a Rule 144A/Regulation S offering (equity or debt). The Checklist gives examples of typical negotiating positions that issuers and initial purchasers take, and gives example arguments in favor of these positions. This Checklist is part of a three-checklist series that includes checklists on negotiating the representations and warranties section, and the closing conditions, termination and indemnity sections, of Rule 144A/Regulation S purchase agreements.

This chart identifies the significant parties of the working group involved in registered and unregistered offerings of securities.

This Checklist suggests action items for companies preparing to comply with the diligence and disclosure requirements of the conflict minerals rule. It is a companion resource to Practice Note, Conflict Minerals Diligence, which includes a detailed discussion of the diligence and disclosure requirements of the conflict minerals rule, and a review of leading resources to assist companies in complying with those requirements.

This chart presents the qualitative listing requirements of the NASDAQ Stock Market (NASDAQ). The chart identifies which requirements must be met at the time of initial listing, and must continuously be met to remain listed, and, if applicable, the maximum time for compliance from the date of listing. A company that is already listed on NASDAQ must continue to satisfy these requirements to maintain its status as a listed company on NASDAQ. The corporate governance rules for NASDAQ are set out in the Listing Rule 5600 Series and the interpretative materials associated with those rules. While NASDAQ has three listing tiers for public companies, with each having different quantitative standards and requirements for listing, the qualitative standards and requirements for initial listing and for maintaining the listing are the same for all tiers. The chart also identifies certain of the initial and periodic reporting forms that must be filed by a NASDAQ-listed company concerning its compliance with NASDAQ's corporate governance rules.

This Checklist lists the documents commonly used and actions typically taken in a takedown from a registered medium-term note (MTN) program. While registered MTN programs vary widely, this Checklist can be used as a starting point for counsel in a registered MTN takedown.

This chart summarizes the relevant provisions of the Securities Act concerning timing for offers, sales, delivery of securities and delivery of prospectuses by issuers, underwriters, brokers or dealers to the purchasers of the offered securities.

A summary of the transfer restrictions, legending requirements and trading procedures followed after the closing of a Rule 144A/Regulation S offering of debt or equity securities.

This Chart provides an overview of the organizational structure of the Securities and Exchange Commission, with particular emphasis on the structure of the Division of Corporation Finance.

The SEC provides various forms of registration statements for registering securities offerings which vary based on the characteristics of the issuers and of the type of offering. This chart focuses only on the SEC forms available to non-US, non-governmental issuers issuing equity and debt securities. 

The SEC recognizes the market and investors obtain valuable information about issuers and their securities from research analysts. However, the rules of FINRA and the NYSE governing research reports of analysts may inhibit research coverage after the completion of an IPO or even a follow-on offering by a public company. This chart summarizes several significant SEC non-exclusive safe-harbors concerning research reports − Rule 137, Rule 138 and Rule 139 of the Securities Act of 1933.

This chart summarizes the primary federal securities law rules governing permitted communications and restrictions on publicity applicable to an issuer of securities. The chart identifies the communication rules for each of the different classes of issuers (including WKSIs, emerging growth companies, seasoned issuers and non-reporting issuers) during the pre-filing period, the waiting period and the post-effective period of a public offering.

A timeline for an initial public offering (IPO) of securities in reliance on Section 5 of the Securities Act. The chart also indicates the responsibilities of each member of the working group involved in the offering. The special accommodations available for emerging growth companies (EGCs) under the Jumpstart Our Business Startups Act are not reflected in this timeline.

These charts show the first dates in 2013 when newer financial statements must be included in a registration statement filing because older financials have gone stale under the financial statement staleness rules. These rules, which are contained in Rule 3-12 of Regulation S-X, apply to SEC-registered securities offerings. A chart is provided for IPO companies, large accelerated filers, accelerated filers and non-accelerated filers, other than foreign private issuers, with calendar fiscal years. These charts are a companion resource to Practice Note, Updating Financial Statements: The Staleness Rules, which provides a detailed primer on the staleness rules.

This Chart provides an overview of when a free writing prospectus (FWP) needs to be filed with the SEC.  FWPs can constitute permitted written communications by certain issuers and underwriters, brokers and dealers that are part of a registered securities offering, including press releases, emails, blast voicemails and press interviews.   

This Checklist provides an indicative timeline for the process by which a public company announces its annual or quarterly earnings results, including issuing an earnings release and hosting an earnings call. The Checklist notes the parties typically responsible for each step in the process and relevant provisions of the federal securities law, SEC rules or exchange regulations affecting each step.

A Checklist of information that an issuer should provide about grants of equity awards in its IPO registration statement, its SEC comment responses, or both, to satisfy any SEC implications of cheap stock grants.

An examination of how issuers are addressing new Iran-related disclosure requirements and key takeaways from the first 100 SEC periodic reports filed.

An overview of shelf takedowns and related matters, including selected requirements and limitations, related documentation and filings and liability concerns.

This Article examines some of the topics most commonly raised in SEC comment letters on filings by public companies with mineral resources and mining operations. These public mining companies must comply with additional SEC disclosure requirements that are not applicable to other public companies. Attorneys representing these companies should be familiar with SEC disclosure requirements set forth in Industry Guide 7 and many of the common mining-specific comments the SEC issues on these companies' filings. 

This Article provides an overview of at-the-market equity distribution programs (ATMs) and equity line facilities. It discusses the advantages that ATMs and equity lines offer over other methods of equity financing and explains the structure, terms and mechanics of these facilities and how to implement and maintain them. The Article covers topics including how to register the offered securities with the SEC and how to comply with securities exchange rules, Regulation M and FINRA filing requirements.

The Jumpstart Our Business Startups (JOBS) Act benefits foreign private issuers that seek to access the US capital markets. This article examines the beneficial aspects of the JOBS Act for all non-US issuers.

On April 5, 2012, Practical Law Company and Morrison & Foerster LLP recorded How the JOBS Act Affects Capital Markets Practice, a one hour webinar on how the Jumpstart Our Business Startups Act affects capital markets raising transactions and disclosure obligations. You can access the recorded webinar here. Click here to download webinar slides.

In this article, based on a client briefing, the Capital Markets Group at Clifford Chance look at how traditional high yield bond documentation may (or may not) deal with the possibility of a Eurozone member departing from the currency union.

An overview of the SEC registration process, and the consequences of becoming a reporting company, for non-US companies conducting share-for-share business combinations. This Article includes practical guidance for preparing and filing the registration statement and navigating the SEC review process. The Article also summarizes SEC reporting requirements and other obligations of reporting companies, including under the Sarbanes-Oxley Act, and describes the requirements for terminating SEC registration.

Kenneth Berman, Michael Harrell and Marcia MacHarg of Debevoise & Plimpton LLP share their views on how changes to the investment adviser registration requirements will likely impact US and non-US private equity and hedge funds.

This Article discusses the Foreign Account Tax Compliance Act (FATCA) provisions included in the Hiring Incentives to Restore Employment (HIRE) Act to target offshore tax evasion.

Anti-corruption enforcement activity is reaching unprecedented levels. This Article explores the ways in which counsel can play a proactive role in translating FCPA compliance objectives into company policies that work in the new climate.

An overview of the multijurisdictional disclosure system (MJDS) which permits eligible Canadian issuers to publicly offer securities in the United States using a Canadian prospectus, and enables eligible Canadian users to comply with US periodic reporting requirements based in substantial part on Canadian disclosure documents. 

An article discussing change of control provisions in debt agreements.

An Article on how companies may deal with a situation where stock options granted to incentivize employees are "underwater" because they have an exercise price greater than the market price of the underlying stock as a result of a decline in stock prices. The Article discusses stock option repricing and exchange programs, practices which include reducing the exercise price of the underwater options and exchanging underwater options for new options based on current market levels, for restricted stock, for a payment of cash or for a combination of options and cash. The Article outlines applicable US federal securities laws, stockholder approval requirements and accounting and tax issues to consider when determining whether to effect option repricing or exchanges. The advantages and disadvantages of option repricing and exchanges to a company and its stockholders are also examined.Click here to open as a PDF

An overview of the negotiations involved in high-yield indentures in the private equity context and the covenants typically found in the indenture.

An overview of the key features of US public and private offerings for foreign issuers. This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An outline of the rules for exiting US markets and an examination of the extent to which foreign private issuers have taken advantage of them.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An article highlighting the key issues that foreign companies listed on US exchanges face in relation to private securities litigation by US or non-US plaintiffs.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

An outline of the issues that public companies should consider in formulating a guidance policy for providing guidance to the market on their future operating results.

The SEC issued a report on its investigation of Netflix and its CEO for an alleged Regulation FD violation related to a Facebook posting. 

The SEC released drafts of revised Volumes I and II of the EDGAR Filer Manual, which outlines the procedures for submitting documents to the SEC in electronic format.

The SEC released an overview for foreign issuers that provides information about what is required of foreign private issuers to access US capital markets.

The SEC's Division of Trading and Markets released FAQs on the exemption from broker-dealer registration in the JOBS Act.

The SEC issued a final rule updating the EDGAR Filer Manual (Volume II).

The SEC released an updated draft of the EDGAR Filer Manual (Volume II) to reflect changes scheduled to be implemented on January 14, 2013.

The NYSE proposed amendments to its Listed Company Manual that would modify the process and minimum time period to provide notice that the company is relying on the financial viability exception to the rule requiring stockholder approval to issue 20% or more of its common stock or voting power.

The SEC released a report mandated by Section 504 of the JOBS Act on its authority to enforce Exchange Act Rule 12g5-1(b)(3), an anti-circumvention provision related to registration under Section 12(g) of the Exchange Act.

The NYSE submitted a proposal to the SEC to amend Sections 102.01 and 103.00 of its Listed Company Manual for initial listings of companies from outside North America.

The SEC's Division of Corporation Finance released additional frequently asked questions (questions 42-54) regarding the applicability of Title I of the JOBS Act to mergers and exchange offers.

The SEC's Division of Corporation Finance announced that as of October 1, 2012 its EDGAR-based system is available for certain emerging growth companies (EGCs) and foreign private issuers to submit draft registration statements for non-public and confidential review.

The SEC issued proposed rules to permit general solicitation and general advertising in certain securities offerings.

The US District Court for the Southern District of Texas held in Asadi v. G.E. Energy (USA), LLC, that the Anti-Retaliation Provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 does not protect whistleblowing activity outside of the territorial US.

The SEC released revised drafts of volumes I and II of the EDGAR Filer Manual, which governs the submission of information to the SEC by electronic means.

The SEC Advisory Committee on Small and Emerging Companies announced that it will hold a meeting on June 8, 2012 to discuss the effects of the JOBS Act on small and emerging companies.

The SEC charged a foreign audit firm with failing to comply with its audit document request under Section 106 of SOX.

The SEC posted a notice reminding issuers that it has not yet implemented the JOBS Act's crowdfunding exemption.

The SEC's Division of Corporation Finance has released generally applicable frequently asked questions regarding Title I of the JOBS Act.

The SEC released a study mandated by Section 929Y of the Dodd-Frank Act on whether and to what extent the private right of action under the Section 10(b) of the Exchange Act should be extended extraterritorially. Section 929Y was part of Congress' response to the US Supreme Court's decision in Morrison v. National Australia Bank.

The SEC announced that it is now accepting public comment on the Jumpstart Our Business Startups Act (JOBS Act).

14 law firms have released a report detailing their consensus on the immediate effect of the Jumpstart Our Business Startups Act of 2012 on SEC rules governing general solicitation and advertising in certain private placements.

President Obama signed into law the Jumpstart Our Business Startups (JOBS) Act.

The US Court of Appeals for the Second Circuit issued an opinion in Absolute Activist Master Fund Limited v. Ficeto that clarifies when transactions in securities other than US listed securities are "domestic" under the US Supreme Court's Morrison decision, and therefore subject to private claims under Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934.

The SEC announced that an attorney agreed to settle an SEC civil injunction action alleging the attorney committed securities fraud under Section 17(a) of the Securities Act and under Section 10(b) and Rule 10b-5 of the Exchange Act. The action was based on the attorney's opinion and 10b-5 letter, and role in reviewing the offering document, in an unregistered bond offering.

Under new Rule 13h-1 under the Securities Exchange Act of 1934, large traders, as defined in the rule, must register with the SEC by December 1, 2011. 

The FASB and IASB jointly issued a revised exposure draft on a proposed accounting standard for revenue recognition.

On October 13, 2011, the SEC's Division of Corporation Finance issued guidance on disclosure obligations relating to cyber security risks and incidents.  

On September 14, 2011, the SEC issued guidance on the filing of Forms 8-K to report reverse mergers and similar transactions by which companies cease to be shell companies.

An update on the SEC's final rules adopting new criteria to replace credit ratings as a condition for companies seeking to use short-form registration when registering securities for public sale.

An update on proposed technical amendments to NASDAQ rules requiring disclosure on director independence and the controlled company exemption from the majority-independent board requirement.  The amended rules cross-reference SEC disclosure requirements for domestic issuers and retain existing NASDAQ disclosure requirements for foreign private issuers.

An update on the IRS's issuance of additional guidance for foreign financial institutions (FFIs) on implementing the Foreign Account Tax Compliance Act (FATCA) withholding and reporting provisions enacted as part of the Hiring Incentives to Restore Employment Act of 2010 (HIRE Act).

An update on a letter released by the NYSE reminding its listed domestic companies and foreign private issuers about annual notification and filing obligations with the exchange. 

An update on the publication of the SEC's progress report on its work plan for establishing global accounting standards.

An update on an upcoming SEC study mandated by the Dodd-Frank Act on whether and the extent to which private rights of action under the antifraud provisions of the Exchange Act should be extended for transnational securities fraud.

An update on the SEC's release of compliance and disclosure interpretations (C&DIs) providing guidance on lock-up agreements in debt exchange offers, foreign private issuers, shelf registrations and other topics.

An update on the July 1, 2010 draft of an Exposure Draft on Financial Statement Presentation issued by the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB).

An update on the US Supreme Court's opinion in Morrison v. National Australia Bank affirming the Second Circuit's dismissal of the foreign cubed case.

An update on NASDAQ's proposed rule change, effective immediately but operative 30 days after filing, to modify the requirement that listed companies notify NASDAQ of noncompliance with corporate governance requirements.

An update on the reintroduction of the Covered Bond Act in the House.

An update on the publication by the International Capital Market Association of guidance on changes to documents for the new safekeeping structure for international debt securities.

An update on the SEC's approval of NASDAQ's proposed modifications of application, entry and annual fees for companies listing securities on the Nasdaq Global and Nasdaq Global Select Markets.

An update on the NYSE's proposed rule change, effective immediately, to extend the Pilot Program to amend certain of the continued listing requirements in its Listed Company Manual. It also sets out the NYSE's proposal to make the Pilot Program permanent.

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for Regulation S-K and Form 8-K.

An update on the SEC's publication of an interpretive release providing guidance to public companies regarding the application of its existing disclosure requirements to climate change matters.

An update on an SEC order approving NASDAQ's proposed rule change to modify the procedures applied when listed companies fall below certain listing requirements.

An update on the NYSE's proposed rule change to amend certain initial listing requirements for companies listing in connection with a firm committment underwritten public offering whose common stock is registered under the Exchange Act before listing but not listed on a national securities exchange.

An update on the SEC's further revisions to its revised compliance and disclosure interpretations (C&DIs) for non-GAAP financial measures.

An update on the SEC's publication of revised compliance and disclosure interpretations (C&DIs) for non-GAAP financial measures.

An update on the increase of SEC filing and registration fees.

An update on the US Supreme Court's decision to grant certiorari in Morrison v. National Australia Bank.

An update on the status of the request for the US Supreme Court to grant a writ of certiorari to review Morrison v. National Australia Bank.

An update on the SEC's release of a sample letter identifying disclosure issues to consider when preparing the Management's Discussion & Analysis of Financial Condition and Results of Operations section of a Form 10-K, Form 10-Q or registration statement.

An update on the SEC's notice of immediate effectiveness of a proposed extension to the suspension of the NYSE's minimum $1 stock price continued listing requirement through July 31, 2009.

An update on compliance and disclosure interpretations published by the SEC on interactive data rules, Regulation S-T, Regulation S-K and Form 8-K Rules.

An update on a proposed rule change by FINRA to establish procedures expediting the administration of promissory note cases.

An update on NASDAQ's proposed rule change extending a temporary suspension of certain continued listing requirements.

This is an update on amendments to the SEC rules regarding application for EDGAR filing codes to allow additional documents to be submitted online.

An update on the SEC's approval of proposed changes to the New York Stock Exchange's listing requirements.

An update on a letter released by the NYSE to its listed foreign private issuers about their need to make their annual notifications and filings with the exchange.

An update on a final rule adopted by the SEC requiring companies to provide financial statement information in a form that is intended to improve its usefulness to investors.

An update on FINRA's proposed rule change to adopt a new set of consolidated rules governing financial responsibility of members.

An update on a revised FINRA rule proposal on reporting and other requirements for private placements of unregistered securities issued by members.

An update on a FINRA rule change approved by the SEC on trading ahead of research reports.

An update on a notice issued by FINRA reminding broker-dealers of their obligation to comply with federal securities laws and FINRA rules when participating in unregistered resales of restricted securities.

An update on a proposed rule change by the NYSE relating to fees payable in connection with listing certain securities on NYSE Bonds.

An update on the SEC approval of FINRA rule change to amend the Submission Agreement and related rules of the Codes of Arbitration Procedure for Customer and Industry Disputes.

An update on new provisions adopted by the SEC for oil and gas companies.

An update on NASDAQ's suspension of listing requirements.

An update on Congressional testimony from executives of exchanges in the US, UK and Germany each proposing to create a centralized clearing platform for the trading of credit default swaps.

This is an update on guidance issued by FINRA relating to new and amended FINRA rules promoting compliance with Regulation M under the Securities Exchange Act of 1934.

An update on the SEC's approval of a Depository Trust Company (DTC) rule filing which eliminates the issuance of physical certificates to confirm certain Withdrawals by Transfer.

IASB announced that it has issued a revised version of IFRS 1 First-time Adoption of International Financial Reporting Standards.

On 23 October 2008, the influential US Court of Appeals for the Second Circuit considered for the first time a so-called "foreign-cubed" case; that is, a securities fraud claim brought by a non-US investors against non-US defendants based on securities transactions outside the US. The court's analysis provides important guidance on activities that could bring non-US entities within the reach of US securities fraud litigation.