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International Law

International Law

Welcome to our new International Law Center. We have compiled a variety of materials for foreign companies that trade in the United States, and for U.S. companies that do business abroad. If you are aware of any useful sources that we missed, please bring them to our attention so we can improve this page.

Commission Statements

Document

Description

SEC Proposed Rule Termination of a Foreign Private Issuer's Registration of A Class of Securities Under Section 12(g) and Duty to File Reports Under Section 15(d) of the Exchange Act.

SEC Release No. 34-49616

Rules effective April 30, 2004, exempting certain foreign banks from the insider lending prohibitions of Section 402 of Sarbanes-Oxley

SEC Release No. 33-8099

Rules effective November 4, 2002 requiring foreign issuers to use EDGAR

Statements from SEC Staff

Document

Date

International Reporting and Disclosure Issues in the Division of Corporation Finance

November 1, 2004

Commission and Staff speeches

Speaker

Date

Description

Cynthia A. Glassman February 24, 2006 Speech by SEC Commissioner:
Before the Tenth Annual Conference on SEC Regulation Outside the United States.
Cynthia A. Glassman October 21, 2005 Speech by SEC Commissioner:
Remarks before the Center for the Study of International Business Law Breakfast Roundtable Series
Roel C. Campos June 21, 2005 Speech by SEC Commissioner:
Remarks at Nippon Keidanren (Japan Federation of Economic Organizations)
Roel C. Campos June 21, 2005 Speech by SEC Commissioner: Developing Markets in APEC - Key Lessons from the U.S. Experience
Roel C. Campos June 13, 2005 Speech by SEC Commissioner:
Remarks before the American Academy in Berlin
Roel C. Campos June 21 , 2005 Speech by SEC Commissioner:
Remarks at Nippon Keidanren (Japan Federation of Economic Organizations)

Cynthia A. Glassman

March 2, 2005

An SEC Commissioner's View on the Post-Sarbanes-Oxley Environment for Foreign Issuers

Paul Atkins

January 27, 2005

Cross-Border Securities Regulation Issues

William Donaldson

January 25, 2005

U.S. Capital Markets in the Post Sarbanes-Oxley World: Why Our Markets Should Matter to Foreign Issuers

Alan L. Beller

December 6, 2004

Remarks Before the PLI Fourth Annual Institute on Securities Regulation in Europe

Materials from other regulators

Agency

Document

Date

IASB and FASB Publish First Joint Proposals to Improve the Accounting and Reporting of Business Combinations.
  - News Release.
  - Consolidated Financial Statements, Including Accounting and Reporting of Noncontrolling Interests in Subsidiaries - A Replacement of ARB No. 51.
  - Business Combinations - A Replacement of FASB Statement No. 141.
June 29, 2005

U.K. Financial Services Authority

Policy Statement and Near Final Rules on the Implementation of the Prospectus Directive.
- News Release.
- Policy Statement (Large File).
- Policy Statement Newsletter

June 2005

FASB

Accounting Standard That Improves Reporting of Accounting Changes as Part of Convergence Effort with IASB
- News Release.
- Accounting Standard.

June 1, 2005

Links to other regulators

The International Organization of Securities Commissions (IOSCO)
IOSCO Members (Links to each nation's securities regulator's Web site)
International Accounting Standards Board

Law firm materials and other resources available on realcorporatelawyer.com

Document

Date

Title

Article from Knowledge@Wharton July 26, 2007 The Impact of Good Governance on International Investing: The "Home Bias" Effect and Other Issues
Corporate Finance Bulletin from Bryan Cave LLP. January 10, 2006 SEC  Proposes New Rules Governing the Exit of Foreign Private Issuers from the SEC Registration and Reporting System
Corporate And Financial Institutions Bulletin from Thacher Proffitt & Wood LLP. January 6, 2006 SEC Proposes To Relax Deregistration Requirements For Non -Us Issuers
Memo from Wachtell, Lipton, Rosen & Katz. January 6, 2006 SEC Proposes Liberalizing Ability of Foreign Private Issuers to Exit SEC Filing and Reporting Obligations
Securities Update from Paul, Weiss Rifkind, Wharton & Garrison LLP. December 15, 2005 SEC Proposes New Rules for Foreign Private Issuers to Exit the SEC Reporting System
Securities Law Advisory  from Alston & Bird LLP. December 15, 2005 SEC Proposes New Rules Relating to the Termination of Registration and Reporting Requirements for Foreign Private Issuers

Memo from Thacher Proffitt & Wood LLP

September 9, 2005 EU Prospectus Directive - Effect On U.S. ABS Offerings

FAQs by Paul, Weiss, Rifkind, Wharton & Garrison LLP

Updated January 2004

Foreign issuers and compliance with Sarbanes-Oxley

FAQs

 

Offshore and crossborder offerings

FAQs by Stroock & Stroock & Lavan LLP

Reviewed October 2004

Regulation S

Memo from Fried, Frank, Harris, Shriver & Jacobson

May 5, 2005

Sarbanes-Oxley Act Expands Corporate Governance and Accounting Requirements for SEC Registered Non-U.S. Companies

Securities Law Update from Stikeman Elliott LLP

May 2005

New Ontario Securities Commission Rule Restricts Trading During Distributions, Formal Bids and Share Exchange Transactions

Securities Law Update from Stikeman Elliott LLP

May 2005

Final version of Canadian Corporate Governance Disclosure Rule

Update from Paul, Weiss, Rifkind, Wharton & Garrison LLP

April 23, 2005

Update: SEC Chairman Addresses IFRS-US GAAP Convergence, Roadmap for Modification of US GAAP Reconciliation Rules and Deregistration Initiative

Securities Law Update from Stikeman Elliott LLP.

March 9, 2005

Canadian Securities Administrators Proposes New Rules for Internal Control Reporting

Securities Law Update from Stikeman Elliott LLP.

February 2, 2005

NI 45-106 Would Consolidate and Harmonize Private Placement Prospectus and Registration Exemptions Across Canada

SEC Update from Paul, Weiss, Rifkind, Wharton & Garrison LLP.

November 16, 2004

Satisfying the SEC (advice for Non-US Companies)

Guide for Foreign Private Issuers from White & Case LLP.

April 2, 2004

Preparing Your Upcoming Annual Report on Form 20-F

Memo from elexica (Simmons & Simmons).

February 18, 2004

Urgent Notice for non-EU Issuers of Securities Regarding New Prospectus Directive

Memo from elexica (Simmons & Simmons).

February 18, 2004

EU: Directive on Cross-Border Mergers

Memo from elexica (Simmons & Simmons).

February 18, 2004

Companies Bill Published

Memo from elexica (Simmons & Simmons).

February 18, 2004

EU: Takeover Directive: Approval by Parliament

Memo from elexica (Simmons & Simmons).

February 18, 2004

Consultation on Director and Auditor Liability

Memo from elexica (Simmons & Simmons).

February 18, 2004

Market Abuse Directive: First Implementing Measures Adopted

Memo from Gibson, Dunn, & Crutcher LLP.

February 4, 2004

Publication of the New EU Merger Regulation

Memo from Wachtell, Lipton, Rosen & Katz

January 6, 2004

Creation of a Stronger French Securities Market Regulator

Wall Street Lawyer
Volume 7 / Number 5
December 2003 How Does the New U.K. Combined Code of Corporate Governance Compare with Sarbanes–Oxley?

Memo from Gibson, Dunn and Crutcher

December 12, 2003

What Does the EU Prospectus Directive Mean to Non-EU Issuers?

Memo from Covington & Burling.

December 2, 2003

Non EU-Issuer Home Member State Selection under the Prospectus Directive

Memo from Fried, Frank, Harris, Shriver & Jacobson

March 24, 2003

Sarbanes-Oxley Act Expands Corporate Governance and Accounting Requirements for SEC-Registered Non-U.S. Companies

Memo from Wolf, Block, Schorr, and Solis-Cohen

January 2003

Impact of the Sarbanes-Oxley Act on Foreign Private Issuers

Memo from McDermott, Will & Emery

October 18, 2002

U.S. Securities Law Update: Recent U.S. SEC Statements on the U.S. Sarbanes-Oxley Act

Memo from Hogan & Hartson

September 9, 2002

The Impact of the New U.S. Corporate and Accounting Reform Act on Non-U.S. Companies

Memo from Heller Ehrman White & McAuliffe

September 6, 2002

Sarbanes-Oxley Act of 2002 Implications for Foreign Private Issuers

Memo from Akin Gump Strauss Hauer & Feld

August 16, 2002

Recent Corporate Reforms Applicable to Foreign Private Issuers

Memo from Thacher Proffitt & Wood

August 15, 2002

Non-U.S. Issuers and the Sarbanes-Oxley Act of 2002

Memo from Pillsbury Winthrop

August 2002

Sarbanes-Oxley Act: Impact for Non-U.S. Issuers

Memo from Sidley Austin Brown & Wood

July 30, 2002

Non-U.S. Companies and the Sarbanes-Oxley Act of 2002

Memo from Shearman & Sterling

June 2002

SEC Mandates EDGAR Filing for Non-U.S. Issuers

Memo from Fried, Frank, Harris, Shriver & Jacobson

May 22, 2002

SEC Adopts Rule Amendments Mandating EDGAR Filing for Non-US Issuers