Podcast - Credit Funds: Make-Wholes and Cramdowns: Understanding the Recent Second Circuit Momentive Decision
Podcast - Credit Funds: How Managers Can Avoid and Mitigate ERISA Conflicts
2024 has seen a significant amount of activity by state insurance regulators and the National Association of Insurance Commissioners (the “NAIC”) including the adoption of major revisions to the regimes governing investments...more
On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more
The Italian legislators and CONSOB enacted new measures, as part of a general attempt to modernize the market infrastructure. The new rules relate to, inter alia, the following: The issuance of unlisted debt...more
The sale of Reverse Yankee bonds by prominent US issuers – often with higher credit ratings – has recently continued at a rapid pace. Reverse Yankee bonds are debt securities issued by US issuers that are denominated in a...more
New Law No. 14,801/2024 creates infrastructure debentures, changes rules for incentivized debentures and investment funds in the sector, including tax guidelines, and promotes incentives for raising funds through the issuance...more
What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the...more
In recent months, there have been a number of articles about an increase in venture capital interest in entities that do business with the federal government. In fact, this interest is not new. Small entities with venture...more
On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to...more
On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more
The United Kingdom has long been a target destination for activist investors. It is the venue for nearly half of all of recent activist campaigns in Europe. In previous articles, we have discussed how informed boards should...more
On August 24, 2023, the U.S. Court of Appeals for the Second Circuit in Kirschner unanimously held that notes evidencing syndicated loans do not plausibly qualify as “securities” covered by state and federal securities laws...more
Collateralized loan obligations (CLOs)—investment structures that buy up leveraged loans and debt securities, package them into tranches with varying levels of risk and return, and sell them to investors—had minimal direct...more
Quick Take: The SEC charged an investment adviser in connection with improper trading in certain fixed income securities. The SEC’s order alleges that the adviser improperly traded the securities between advised clients,...more
On February 22, the FDIC, Federal Reserve Board, and the OCC announced the publication of a joint notice and request for comment proposing changes to three versions of the Call Report (FFIEC 031, FFIEC 041, and FFIEC 051)...more
On Sept. 16, 2020, the Securities and Exchange Commission (SEC) adopted amended Rule 15c2-11 (the Amended Rule) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Amended Rule, most of which became...more
Background - In recent years, one of the emerging financing methods for public and private vessel owners has been private placements of debt securities, wherein a company usually owning multiple vessels will sell...more
On November 15, 2022, FINRA adopted amendments to revise the syndicate account settlement timeframe for offerings of corporate debt securities. The amendments to FINRA Rule 11880 establish a two-stage syndicate account...more
In light of continued negative macroeconomic trends—including but not limited to meaningfully higher global inflation, tightening monetary policy by central banks, volatile energy prices, slowing consumption, continued supply...more
Market Overview - Q2 2022 - Downturn in Credit Markets: In its continued effort to combat rising inflation, the Federal Reserve Bank raised its benchmark interest rate in each of March, May, June and July of this year by...more
The policy change integrates climate change considerations for the first time into the ECB’s quantitative easing and repo facilities. On July 4, 2022, the European Central Bank (ECB) announced that it would integrate...more
The Financial Sector Conduct Authority (the "FSCA") has approved amendments to the JSE Debt Listing Requirements (the "Requirements") so as to introduce a new issuance platform stemming from the JSE – known as the "Transition...more
The U.S. Securities and Exchange Commission recently charged a broker-dealer and five of its registered representatives with violating Regulation Best Interest (“Reg. BI”) related to recommendations and sales of an unrated,...more
The Financial Industry Regulatory Authority recently filed two rule proposals—SR-FINRA-2022-011 and SR-FINRA-2022-013—with the US Securities and Exchange Commission and issued Regulatory Notice 22-12 in an effort to expand...more
The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability...more
The legal cannabis industry has been developing for years, but it is still difficult even for sophisticated investors to know where to start when thinking about investing in the cannabis industry. Stocks of publicly traded...more