Underwriting

News & Analysis as of

The Short Field Guide to IPOs - 2017

THE EMERGING GROWTH COMPANY - The JOBS Act created a new class of issuer: the emerging growth company (EGC). An EGC is defined as an issuer with total annual gross revenue of less than $1 billion during the most recent...more

IRS Publishes Final Issue Price Rules for Tax-Exempt Municipal Bond Offerings

The Internal Revenue Service ("IRS") has approved final issue price regulations under Section 148 of the Internal Revenue Code, effective for bond offerings sold on or after June 7, 2017. The new definition of issue price...more

Draft ECB Guidance on Leveraged Transactions

Regulatory update: Draft ECB Guidance on Leveraged Transactions – US Comparison - The European Central Bank ("ECB") is consulting on guidance relating to leveraged transactions ("Proposed Guidance"). The ECB regards the...more

IRS Releases New Issue Price Rules

On December 9, 2016, the Internal Revenue Service (the IRS) released new regulations under Section 148 of the Internal Revenue Code of 1986, as amended, (referred to herein as the code) regarding the determination of the...more

CFTC Adopts Amendments to Position Limit Aggregation Rules

Key Points - - Unless an exemption from aggregation is available, all positions in accounts for which any person controls the trading or holds a 10 percent or greater ownership or equity interest must be aggregated...more

Settlements Ended Under the SEC’s Municipalities Continuing Disclosure Cooperation (MCDC) Initiative

The Securities and Exchange Commission (SEC) has ended settlements under its Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. Details of the SEC’s MCDC Initiative can be found in our prior Alert. For those...more

Final Issue Price Regulations Present Municipal Industry Challenges (and 180 Days to Overcome Them)

The Internal Revenue Service promulgated final Issue Price Regulations under Section 148 of the Internal Revenue Code of 1986, as amended, that were published in the Federal Register on December 9, 2016. The new regulations...more

Final Treasury Regulations Defining Issue Price

For a variety of reasons related to arbitrage, it often is important to identify the "issue price" of tax-exempt bonds with precision and certainty. Existing Treasury Regulations generally allow the "issue price" of publicly...more

Final Issue Price Regulations Significantly Change Current Rules

On December 9, 2016, the IRS released final Treasury Regulations (the “Final Regulations”) relating to the “issue price” of tax-exempt bonds for purposes of arbitrage investment restrictions. Although, on balance, an...more

California Amends RMLA: Federal Agency Approval Not Required For Processing and Underwriting Companies

Effective January 1, 2017, the definition of lender under the California Residential Mortgage Lending Act (RMLA) will be amended to include third-party processors and/or underwriters who do not solicit loan applicants,...more

An Overview of Representations and Warranties Insurance

The prospect of unknown business risks between buyers and sellers is often a major hurdle in mergers and acquisitions deal negotiations. Neither side wants to assume responsibility for issues such as financial statement...more

CFPB issues report on servicemember complaints

A new CFPB report, “A snapshot of servicemember complaints,” focuses on issues related to VA mortgage refinancing. The report indicates that as of November 1, 2016, the CFPB had received over 12,500 mortgage complaints...more

Second Circuit Holds Facebook IPO Underwriters Not Subject to Short-Swing Profit Rules

On November 3, 2016, the Second Circuit upheld the district court’s ruling involving the Facebook IPO that underwriters of the IPO are not required to disgorge short-swing profits made with their sales and purchases of shares...more

Corporate Finance Alert: Second Circuit Upholds District Court’s Facebook Lock-Up Ruling: Underwriters Not Subject to Group...

On November 3, 2016, in Lowinger v. Morgan Stanley & Co. LLC, the U.S. Court of Appeals for the 2nd Circuit upheld a district court finding that customary initial public offering (IPO) lock-up agreements do not render parties...more

Tennessee District Court Orders Discovery Of Reinsurance Agreements, But Denies Discovery Of Reinsurance-Related Communications,...

Plaintiffs sought coverage from the insurer Defendants for a $212.5 million dollar settlement of a claim of violation of the False Claims Act relating to errors and omissions in underwriting and origination of HUD mortgage...more

Financial Regulatory Developments Focus - October 2016

Bank Prudential Regulation & Regulatory Capital - US Board of Governors of the Federal Reserve System Releases Proposed Rule to Modify Capital Plan and Stress Testing Rules - On September 26, 2016, the US Board of...more

Your daily dose of financial news - The Brief – 10.4.16

The Journal gives us a closer look at Italy’s Monte dei Paschi—the world’s oldest bank (founded in 1472)—that’s deeply tied to Siena and that’s threatening to drag the whole of the region’s economy down with it if it fails,...more

DOJ Secures $83 Million Settlement Over Alleged FHA Underwriting Violations

On September 29, the U.S. Department of Justice (DOJ) announced that it had secured a settlement from a national lender, resolving allegations that the lender violated the False Claims Act, Program Fraud Civil Remedies Act,...more

Your daily dose of financial news - The Brief – 9.29.16

OPEC has reached a tentative deal among its 14 member nations to “modestly cut” their oil output toward the end of the year in an effort to shore up sagging oil prices–an announcement that immediately sent global oil prices...more

HUD Settles with FHA Lender Over Alleged Underwriting Violations

On September 23, the U.S. Department of Housing and Urban Development (HUD) announced that on April 7, 2016 it had entered into a settlement with a Federal Housing Administration (FHA) approved lender over allegations that...more

UK’s FCA Weighs in on Insurers’ Use of Big Data

On September 21, the United Kingdom's financial regulator, the Financial Conduct Authority (FCA), released a "Feedback Statement" after completing a review of insurance industry responses to its November 2015 "Call for...more

2017 OCC Bank Supervision Plan, House Committee Passes Dodd-Frank Reform

OCC Releases 2017 Bank Supervision Plan - The OCC’s Committee on Bank Supervision (CBS) yesterday published its Fiscal Year 2017 Bank Supervision Operating Plan and announced the following five oversight objectives...more

SDNY Court Appoints Lead Master to Review 9,300 UBS Loans for Material Breach Following UBS Putback Trial

On September 6, 2016, following a 3-week long bench trial in May, U.S. District Judge P. Kevin Castel of the Southern District of New York held that he will appoint a Lead Master to determine whether there are “material...more

HUD/DOJ Settle with FHA Mortgage Lender for $52.4 Million Over Alleged False Claims Act Violations

On September 13, 2016, the Department of Justice (“DOJ”) announced a settlement agreement with a bank for allegedly violating the False Claims Act by improperly underwriting and originating of FHA-insured mortgage...more

SEC Announces Enforcement Actions Against 71 Municipal Issuers

The Securities and Exchange Commission (SEC) recently announced enforcement actions against 71 municipal issuers of bonds in connection with the Municipalities Continuing Disclosure Cooperation (MCDC) Initiative. The...more

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