Debt Securities

News & Analysis as of

With-Hold on a second?! New ISE rule leads to automatic de-listing of debt securities at scheduled maturity

Picture this: it’s 1793. In England, George III is on the throne and the Bank of England issues the first ever ‘fiver’. In the U.S.A, George Washington hosts the first US cabinet meeting as President and the capital moves...more

The next chapter - A new bond linking financial returns to environmental or social goals could thrive. But securities law...

Shakespeare’s Juliet may not have ascribed great significance to a name but for securities lawyers and market participants alike there is significance to nomenclature. Social impact bonds, or investments that are intended to...more

Taking security over publicly traded shares

Taking security over publicly traded shares can be a minefield for an unprepared lender. Lee Federman and Nik Colbridge discuss some key issues to consider. ...more

Recalling Mt. Gox, Bitfinex Exchange is Latest Target of Bitcoin Hackers

On August 2, 2016, Hong Kong-based bitcoin exchange Bitfinex was the latest target of hackers who stole 119,756 bitcoins, for a total loss of approximately $72 million at that time. Some are estimating it to be as high as...more

Masala bonds - A taste of things to come?

Borrowing by Indian companies from the overseas market or 'External Commercial Borrowings' (commonly referred to as ECBs), is regulated by the Reserve Bank of India (RBI) and is governed by the various rules specified by the...more

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Regulation 596/2014 of the European Parliament and of the Council of the European Union (the Market Abuse Regulation) repealed and replaced Directive 2003/6/EC on Market Abuse (the Market Abuse Directive)....more

New SEC Guidance for Rule 144A/Exxon Capital Debt Exchanges

For decades companies have privately issued nonconvertible debt securities to large, sophisticated investors (usually in a Rule 144A transaction) and agreed to exchange those unregistered securities for subsequently issued,...more

Judgments

CoCos – Supreme Court decision in litigation between Lloyds and its noteholders - BNY Mellon Corporate Trustee Services Limited v. LBG Capital No 1 Plc and another [2016] UKSC 29 - June 2016 saw the publication...more

Focus on Tax Controversy and Litigation - Treasury and IRS Issue Proposed Regulations Imposing Documentation Requirements Under...

In addition to the discussion of the recently proposed regulations which impose new documentation requirements under Section 385, this month’s issue features articles regarding the Circuit Court decision in Chemtech Royalty...more

Proposed Regulations on Related-Party Debt Instruments Would Result in Dramatic Adverse Tax Consequences

On April 4, 2016, the US Department of the Treasury and the Internal Revenue Service proposed regulations under section 385 of the Internal Revenue Code that would recharacterize certain related-party debt instruments, in...more

FINRA Proposes Amendments to its New Debt Research Rule

On May 24, 2016, FINRA proposed amendments to its new debt research rule (Rule 2422). The amendments are intended to clarify Rule 2422 in four respects: (1) the consent requirement for institutional debt research reports...more

Venture Debt Programme – A new source of funding development plans for emerging entities

Regarded among investors and industry observers as Southeast Asia’s most developed entrepreneurial ecosystem, Singapore has much to be proud of with regard to the transformation of its entrepreneurial landscape over the last...more

Section 385 Proposed Regulations

On April 4, 2016, Treasury and the IRS proposed sweeping regulations under § 385 of the Code. Issued the same day as the anti-inversion temporary regulations, the proposed § 385 rules would go much farther than merely...more

Consultation on Guidelines for Prudential Treatment of Problem Assets

The Basel Committee on Banking Supervision published a consultation document on guidelines for the prudential treatment of problem assets focusing on credit categorization definitions. In the context of the financial crisis,...more

Treasury and IRS Issue Regulations on Inversions and Earnings Stripping

On April 4, 2016, the Treasury Department and the IRS issued temporary regulations under Section 7874 on inversion transactions that added some new restrictions and implemented provisions previewed in two prior IRS notices...more

Private Placements and the Qualifying Private Placement Exemption

The new exemption from UK withholding tax will affect certain debt finance arrangements and the issuance of debt securities between foreign lenders or investors and UK corporate borrowers or issuers that operate in private...more

SEC IM Staff Issues Guidance Update on Disclosure Related to Current Market Conditions

The staff of the U.S. Securities and Exchange Commission Division of Investment Management (Staff) has issued an IM Guidance Update on fund disclosure regarding risks related to current market conditions (Guidance Update)....more

Amendments to Early Warning Regime

On February 25, 2016, the Canadian Securities Administrators ("CSA") published final amendments to the early warning regime (the "Amendments"). The Amendments are consistent with the revised proposals released by the CSA on...more

FINRA Approves Price Disclosure Proposal for Debt Securities

On February 26, 2016, FINRA issued a press release (http://www.finra.org/newsroom/2016/finra-approves-enhanced-price-disclosure-retail-investors-fixed-income-securities) announcing that its Board of Governors approved the...more

English Court Decision: Canary Wharf Finance II Plc v Deutsche Trustee Company Limited et al.

If you read one thing... - In a very recent decision, the English High Court has provided clear support for the enforceability of a make-whole provision providing compensation to the holders of long-term fixed-rate...more

Europe’s New Market Abuse Rules For Issuers of Debt Securities

European Market Abuse Regulation 2016 imposes new obligations for issuers of debt securities traded on multilateral trading facilities. The European Parliament and the Council of the European Union have adopted a new...more

SEC: Gatekeeper Facilitates Unlawful Stock Sales

Gatekeepers are a critical focus for SEC enforcement. Lawyers, accountants and other professional are often at the scene and, in many instances, can be either key to halting, or in some instances implementing a wrongful...more

Annulment of the European Commission´s decision regarding the former "Spanish tax lease structure" - EU General Court Decision:...

Background - On December 17, 2015 the EU General Court of Justice (EUGC) pronounced on appeals of joined matters T-515/13 Kingdom of Spain vs Commission and T-719/13 Lico Leasing, S.A., E.F.C. and Pequeños y Medianos...more

United States Court of Appeals for the Second Circuit Holds That Claims Arising from Securities of a Debtor’s Affiliate Must Be...

On December 14, 2015, the United States Court of Appeals for the Second Circuit held that claims arising from securities of a debtor’s affiliate must be subordinated to all claims or interests senior or equal to claims of the...more

The Private Placements Withholding Tax Exemption

The Finance Act 2015 introduced an exemption from a borrower’s obligation to withhold tax from interest payments arising on qualifying private placements. It was introduced to stimulate and grow the private placements market...more

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