James McDonald

James McDonald

Skadden, Arps, Slate, Meagher & Flom LLP

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Latest Publications


"Corporate Finance Alert: 2017 SEC Filing Deadlines for Companies With December 31, 2016 Fiscal Year-End"

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2017. Companies also should be mindful of the 2017 financial statement “staleness” dates (when financial...more

10/21/2016 - Filing Deadlines Financial Statements Fiscal Year Foreign Private Issuers Publicly-Traded Companies SEC Year-End Compliance Checklist Year-End Planning

The New EU Market Abuse Regulation: Impact on US Issuers

The rules under the new EU Market Abuse Regulation are in many ways similar to those under the now-repealed Market Abuse Directive. But U.S. issuers that have applied to have securities admitted to trading on EU regulated...more

10/18/2016 - Disclosure Requirements EU Market Abuse Regulation (EU MAR) European Securities and Markets Authority (ESMA) Foreign Issuers Foreign Private Issuers Insider Information Popular

Corporate Finance Alert: SEC Staff Continues to Focus on Non-GAAP Financial Disclosures

In recent months, companies have experienced greater scrutiny of their use of non-GAAP financial measures by the staff of the U.S. Securities and Exchange Commission (SEC). This greater scrutiny follows the release earlier...more

10/14/2016 - CDIs Disclosure Requirements EBITDA Enforcement GAAP Non-GAAP Financial Measures SEC Tax-Deferred Exchanges

Corporate Finance Alert: Court Ruling May Broaden Noteholders' Ability to Receive Redemption Premiums Following Indenture Defaults

On September 19, 2016, the U.S. District Court for the Southern District of New York granted summary judgment to Wilmington Savings Fund Society, FSB, with respect to claims brought against Cash America International, Inc. in...more

10/5/2016 - Breach of Contract Financial Markets Financial Sector Securities Summary Judgment

"SEC Disclosure Brexit Trends"

Three months after the United Kingdom voted to exit the European Union, the timing and scope of Brexit remain unclear. Until such details are determined with specificity, there is and will continue to be increased economic...more

10/4/2016 - Annual Reports Corporate Counsel Disclosure Requirements EU Filing Requirements Financial Markets Financial Sector Member State Popular Publicly-Traded Companies Referendums SEC UK UK Brexit

"EU Market Abuse Regulation — New Requirements for Issuers of Debt Securities Admitted to Trading in Europe"

On 3 July 2016, Regulation 596/2014 of the European Parliament and of the Council of the European Union (the Market Abuse Regulation) repealed and replaced Directive 2003/6/EC on Market Abuse (the Market Abuse Directive)....more

7/21/2016 - Debt Securities Disclosure Requirements EU Market Abuse Regulation (EU MAR) Foreign Issuers Insider Information Insider Trading Market Abuse Market Manipulation PDMR

"Brexit: Implications for UK Capital Markets"

On 23 June 2016, a majority of the UK electorate voted to leave the European Union (EU). This decision, referred to as “Brexit”, has already caused significant domestic political upheaval, but the ultimate legal implications...more

7/21/2016 - Article 50 Treaty of the EU Capital Markets EEA EU EU Market Abuse Regulation (EU MAR) European Securities and Markets Authority (ESMA) Financial Conduct Authority (FCA) Norwegian Model Popular Treaty of Lisbon UK UK Brexit

"How Companies Should Respond to New Non-GAAP Financial Disclosure Guidance"

On May 17, 2016, the staff of the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) released new and revised Compliance and Disclosure Interpretations (CDIs) regarding the use of...more

7/8/2016 - CDIs Corporate Financing Disclosure Requirements Financial Statements Non-GAAP Financial Measures SEC

"Corporate Finance Alert: The Use of Non-GAAP Financial Measures — A Disclosure Guide"

Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more

7/8/2016 - Accounting Standards Financial Reporting GAAP Non-GAAP Financial Measures Public Disclosure Publicly-Traded Companies Registration Statement Regulation S-K SEC

"Investment-Grade Notes Increase, IPOs Decline in 2015"

Investment-Grade Notes - The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)....more

1/20/2016 - Corporate Financing Initial Public Offerings Investment-Grade Notes

"Volatility Continues in US and European High-Yield Markets"

The continuation of a strong M&A market in both the U.S. and Europe, energy companies returning to the U.S. market and quantitative easing in Europe resulted in a strong first half of 2015 for U.S. and European high-yield...more

1/19/2016 - Acquisition Finance Acquisitions Bonds Corporate Issuers EBITDA Energy Sector EU High-Yield Markets Mergers Oil & Gas

"Corporate Finance Alert: SEC Staff Issues Interpretations on General Solicitation Prohibition"

The staff of the SEC Division of Corporation Finance (Staff) recently issued new Compliance and Disclosure Interpretations (CDIs) and an interpretive letter regarding the general solicitation prohibition in securities...more

8/14/2015 - Administrative Interpretation Angel Investors CDIs Compliance Corporate Issuers Disclosure General Solicitation Interpretive Letters Investment Adviser No-Action Letters Rule 506 Offerings SEC

"So You’ve Issued Convertible Notes: Now What?"

The U.S. market for new issuances of convertible notes was very active in 2014, with approximately $51.4 billion of convertible debt issued in 140 transactions. In the first quarter of 2015, approximately $15.5 billion was...more

5/6/2015 - Accounting Convertible Bonds Convertible Debt Derivatives Reporting Requirements Rule 144A SEC

"European High-Yield Market Looks Strong Coming Off Record Year"

Investor enthusiasm in Europe for high-yield bonds reached a peak in July 2014, followed by a quiet August and September before the market returned, driven by M&A activity. Despite an inconsistent year, European high-yield...more

1/30/2015 - Bonds Change in Control EBITDA EU High-Yield Markets Share Redemption

2015 SEC Filing Deadlines for Companies With December 31, 2014 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2015. Companies also should be mindful of the 2015 financial statement "staleness" dates (when financial...more

10/8/2014 - Compliance Deadlines Filing Requirements SEC

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

1/24/2014 - Compliance Disclosure Requirements Dodd-Frank Emerging Growth Companies Foreign Exchanges Foreign Private Issuers IPO JOBS Act Nasdaq NYSE SEC Stocks

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