ANALYSIS: The European Union’s New Prospectus Rules

After much anticipation, changes to the EU regime governing the public offer of securities took effect across the European Economic Area on July 1, 2012…

ANALYSIS: OTC Derivatives Regulation In The United States And The European Union: Too Much Transparency?

When the leaders of the G-20 nations met in Pittsburgh in September 2009, they pledged to work together to shine a light on the opaque over-the-counter (OTC) derivatives market. The G-20 leaders decreed that all standardised OTC derivative contracts were to be traded on exchanges or electronic trading platforms and, where appropriate, cleared through central counterparties (CCPs) by the end of 2012. Transactions in OTC derivatives would also be reported to trade repositories. The intention was to make the OTC derivatives markets more transparent, to reduce systemic risk, and to prevent market abuse.

ANALYSIS: U.S. Listings May Be Making A Comeback: Is The United States A Viable Option For A European Company?

The Securities and Exchange Commission May 9 sued Deloitte Touche Tohmatsu’s Shanghai affiliate for allegedly “willfully” failing to provide documents to the agency regarding a client under SEC investigation (In re Deloitte Touche Tohmatsu CPA Ltd., SEC, Admin. Proc. File No. 3-14872, 5/9/12).

ANALYSIS: Taiwan Securities And Exchange Act Amendments Clarify Applicability To Foreign Companies Listing In Taiwan

The Parliament approved on December 12, 2011, the amendment to the Securities and Exchange Act (the “Amendment”) submitted by the Cabinet on April 14, 2010, and October 26, 2010. The Amendment was promulgated by the President on January 4, 2012.

Japan: Japanese Amendments Expand English Language Disclosure For Foreign Issuers: How Useful Is This Change In Practice?

Recent legislative amendments in Japan have expanded the scope of permissibility of English language disclosure and made it more “issuer friendly”.
This article looks at the additional options the expansion offers to non-Japanese issuers entering the Japanese capital markets, as well as the flexibility it offers to non-Japanese issuers which already have continuous disclosure obligations in Japan.

ANALYSIS: The European Securities And Markets Authority’s Proposals For Regulation Of UCITS Exchange Traded Funds And Other UCITS Issues

On January 30, 2012, ESMA published a consultation paper setting out proposed future guidelines on UCITS exchange traded funds and other UCITS-related issues…

ANALYSIS: U.S. SEC Further Limits Confidential Submissions By Foreign Private Issuers

On December 8, 2011, the staff of the Division of Corporation Finance of the U.S. SEC announced a new policy that limits the ability of foreign private issuers to submit registration statements (and amendments) to the SEC on a confidential basis…

ANALYSIS: U.S. Securities And Exchange Commission Guidance On Disclosure Obligations Relating To Cybersecurity Risks And Cyber Incidents

The Staff of the SEC’s Division of Corporation Finance October 13, 2011, issued written guidance (CF Disclosure Guidance: Topic No. 2) setting forth the views of the Staff regarding disclosure obligations in respect of cybersecurity risks and cyber incidents…

ANALYSIS: The European Securities And Markets Authority’s Technical Advice On The Amended E.U. Prospectus Directive Could Lead To Significant Changes For Summaries And Final Terms

The European Securities and Markets Authority’s (ESMA’s) technical advice to the European Commission dated October 4, 2011, on, among other things, final terms and summaries could lead to significant changes to capital markets documentation…

ANALYSIS: The New Zealand High Court’s Finding Of Criminal Liability Of Nathans Finance Directors And Its Implications For Directors Generally

Findings by the High Court, Auckland Registry, July 8, 2011, of criminal liability in the Nathans Finance case echo the ruling by the Australian Federal Court in the Centro case the previous month, and make it clear that directors must apply their own judgement in the exercise of their duties rather than simply relying on management and expert advice…

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