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Reminders for Foreign Private Issuers for the 2019 Annual Reporting Season

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.

 

Contents

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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