Foreign Corrupt Practices Act (FCPA) enforcement continues to be a priority for the United States Department of Justice (DOJ) and Securities and Exchange Commission (SEC). In recent years, U.S. authorities have aggressively...more
In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more
Two years ago, the Jumpstart Our Business Startups (JOBS) Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting...more
In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is...more
Consider this scenario: Staying Alive, Inc., a publicly traded clothing company based in South Beach, Florida, is planning to offer additional shares to the public in a registered securities offering. Several weeks before...more
An Updated Look at the World of Offers -
It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more
Activist investors continue to shape corporate governance. Last year saw more than 300 activist proxy campaigns, proposals and contests. Activism-focused funds manage over $100 billion in assets.
In this climate, no...more
Your issuer client is getting ready to launch a high-yield debt offering. When you get to the office and check your messages, you learn that your client has a couple of questions about the representation in the purchase...more
Joel Goodson, the eager and unconventionally entrepreneurial in-house counsel at Lana Co., is on the line with a problem. No, it’s not his missing Steuben crystal egg — instead, he’s asking about the level of detail required...more
This week in our playbook, we are talking about guarantor and affiliate financial statements.
First, the bad news: As a general rule, all guarantors must present the same audited and unaudited financial statements as...more
Your good client Socrates is on the line. Socrates — who gave up a promising career in philosophy to take up professional soccer — has an ethics question for you. No, he is not asking you to explain Stoicism, Epicureanism or...more
We conclude our overview of bond mechanics with an examination of a few complexities associated with tack-on offerings. Tack-on deals are often viewed as so easy that they can practically run themselves. And yet, there a few...more
The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.
This week we continue our exploration of some important concepts of bond mechanics. Let’s don protective eyewear, roll up our sleeves and prepare to get our hands dirty as we probe the inner workings of call protection....more