Reminders for Foreign Private Issuers for the 2019 Annual Reporting Season

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Executive Summary

This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy season that may be of relevance to FPIs; Part II (pg. 4) sets forth an overview of recent corporate governance developments and trends; Part III (pg. 8) examines disclosure considerations and regulatory updates; and Part IV (pg. 14) includes a brief discussion of upcoming regulatory developments and pending rulemaking initiatives.



Part I: 2018 US Proxy Season – Insights and Trends

  • Corporate Governance Proposals
  • Social Proposals
  • Environmental Proposals

ISS and Glass Lewis Proxy Voting Guidelines

Part II: Corporate Governance Developments

  • Board Oversight of Risk Exposure
    • Oversight of Social Media Risk; Disclosure Controls Impact
    • Oversight of Cybersecurity Risk (and Related Disclosure and Governance Considerations
  • Board Oversight
  • Disclosure Considerations
  • Governance Considerations
    • Disclosure Controls and Procedures
    • Insider Trading
    • Regulation FD and Selective Disclosure
  • The National Institution of Standards and Technology ("NIST") Cybersecurity Framework

Part III: Disclosure Considerations and Regulatory Developments and Updates

  • PCAOB Auditing Standard 3101 and Related Guidance
  • Possible Updates to Risk Factor Disclosures
    • Cybersecurity
    • GDPR
    • Political Changes
    • Climate Change and Sustainability
    • London Interbank Offered Rate ("LIBOR")
    • Brexit
  • Inline XBRL and Changes to Form 20-F Cover Page
  • Disclosure Simplification (DUSTER)
  • Revisions to Form S-8
  • NYSE/Nasdaq Updates
    • NYSE Dividend Notification Requirements
    • NYSE and Nasdaq Rule Changes Regarding Shareholder Approval of Certain Private Issuances

Part IV: Future Rulemaking: Looking Ahead

  • Concept Release Regarding Changes to Form S-8
  • House Passes "Jobs Act 3.0"
  • SEC Proposing Release on Amending Auditor Independence Rules
  • Dodd-Frank Compensation Clawback Rule


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