Disclosure Requirements

On April 23, the Financial Conduct Authority (FCA) published a new webpage on its strategic approach to climate change and sustainable finance.

The FCA explains it will continue to broaden and deepen its sustainable finance strategy, which is based on the themes of transparency, trust, and tools, as set out in its previous feedback statement (FS19/6).
Continue Reading FCA Webpage on Climate Change and Sustainable Finance

Following the increase in the number of special purpose acquisition companies (SPACs) and the related business combinations between SPACs and private target businesses (commonly referred to as “de-SPAC” transactions), an increase in regulatory scrutiny, particularly from the Securities and Exchange Commission, is emerging. As discussed below, in the last week the SEC has issued two statements — one related to the accounting treatment of warrants and one related to liability risk — that have attracted considerable attention from SPACs and other stakeholders.
Continue Reading SEC Statements Regarding SPACs Address Warrants and Projections

On March 17, the European Supervisory Authorities (ESAs) published a joint consultation paper on draft regulatory technical standards (RTS) regarding the content and presentation of sustainability disclosures under Articles 8(4), 9(6) and 11(5) of the Sustainable Finance Disclosure Regulation ((EU) 2019/2088) (SFDR).
Continue Reading ESG: ESAs Consult on Draft RTS on Content and Presentation of Taxonomy-Related Sustainability Disclosures Under SFDR

On February 24, acting Chair of the Securities and Exchange Commission Allison Herren Lee issued a statement that she has directed the Division of Corporation Finance (the “Staff”) to focus on climate-change disclosures in public company filings. Referencing the SEC’s guidance on climate-change disclosure previously issued in 2010, she stated that the Staff will begin reviewing climate-change disclosures to evaluate compliance with the guidance and disclosure obligations under the federal securities laws, engaging with public companies and considering how the market is managing climate-related risks. In her statement, Chair Lee emphasized that investors are increasingly considering climate-related issues in making their investment decisions, and that it is the SEC’s duty to make sure that investors have access to material information when making those decisions.
Continue Reading Acting SEC Chair Issues Statement on Climate-Change Disclosures

In December 2020, President Donald Trump signed into law the Holding Foreign Companies Accountable Act (the HFCAA). The HFCAA requires auditors of foreign companies that are publicly traded in the US to allow the Public Company Accounting Oversight Board (PCAOB) to inspect the auditors’ audit work papers for audits of non-US operations. If a company’s auditors fail to comply with the inspection requirement for three consecutive years, trading in such foreign company’s securities would be prohibited in US markets. The HFCAA also amends the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act), mandates that the Securities and Exchange Commission identify foreign issuers that use an audit firm that is located in a foreign jurisdiction in which the PCAOB is restricted from inspecting or investigating the audit firm, and imposes additional SEC disclosure requirements on such foreign issuers.
Continue Reading Holding Foreign Companies Accountable Act Signed Into Law by President Trump

On January 13, the European Securities and Markets Authority (ESMA) published a statement reminding firms of the requirements under the Markets in Financial Instruments Directive (MiFID II) relating to the provision of investment services to retail or professional clients by firms not established or situated in the EU (the Statement).
Continue Reading ESMA Reminds Firms of MiFID II Rules on Reverse Solicitation Post-Brexit

On November 16, the Financial Industry Regulatory Authority (FINRA) filed with the Securities and Exchange Commission a proposed rule change to (1) adopt FINRA Rule 4111 (Restricted Firm Obligations), which would impose additional conditions on member firms with a history of misconduct; and (2) adopt FINRA Rule 9561 (Procedures for Regulating Activities Under Rule 4111) and amend FINRA Rule 9559 (Hearing Procedures for Expedited Proceedings Under the Rule 9550 Series) to create a new expedited proceeding to implement proposed Rule 4111.
Continue Reading FINRA Files Proposed Rule Change to Address Firms With History of Misconduct

On October 21, the Division of Swap Dealer and Intermediary Oversight (DSIO) of the Commodity Futures Trading Commission issued an advisory to futures commission merchants (FCMs) regarding the holding of virtual currency in segregated accounts. The advisory, Letter No. 20-34, provides guidance to FCMs on how to hold and report certain deposited virtual currency from customers in connection with physically delivered futures contracts or swaps and how to maintain appropriate risk management programs concerning the acceptance of virtual currencies as customer funds.
Continue Reading CFTC Staff Issues Advisory on Virtual Currency for Futures Commission Merchants

On September 21, the European Supervisory Authorities (ESAs) published a survey setting out the details on mandatory disclosure templates on sustainability‐related disclosures in financial services (the Survey).
Continue Reading ESG: EU Survey on Mandatory Disclosure Templates for Use by Financial Services Firms

On September 9, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission amended CF Disclosure Guidance: Topic No. 7 providing guidance to address alternatives for handling expiring “traditional” confidential treatment requests. This guidance amends and supplements Topic No. 7 issued by the Division on December 19, 2019.

The Division notes in Topic 7 that a company that previously has obtained a confidential treatment order with respect to a particular contract have three choices of what to do when the order is about to expire.
Continue Reading SEC Division of Corporation Finance Issues Additional Guidance Related to Expiring Confidential Treatment Orders