China-Based Issuers: HFCAA and Other Considerations When Accessing U.S. Capital Markets

Summary

This practice note discusses certain U.S. laws, regulations, and interpretive guidance applying to securities issuers based in mainland China and Hong Kong (China-based issuers), as well as disclosure requirements and other regulatory issues that may be specifically relevant to them. In particular, this practice note will cover the Holding Foreign Companies Accountable Act (HFCAA) (116 Pub. L. No. 222; 15 U.S.C. § 7214) and subsequent related rules promulgated by the SEC and the Nasdaq Stock Market, SEC rules and guidance applicable to variable interest entities, delisting and deregistration responses from issuers, and certain Foreign Corrupt Practices Act and U.S. tariff policy concerns. Counsel representing issuers based in other jurisdictions may find some of the information in this practice note helpful as well, as the HFCAA may in the future be applied outside of China.