News & Analysis as of

Underwriting

Warranty and Indemnity Insurance: Practical Pointers

by Latham & Watkins LLP on

Warranty and Indemnity (W&I) insurance, which seeks to bridge the gap between a buyer’s wish for deal protection and a seller’s desire for a clean exit, has become a common product in European M&A transactions. In our view,...more

FINRA Announces Proposed Amendments to Modernize Corporate Financing Rule

The Financial Industry Regulatory Authority, Inc. (FINRA) has proposed the first major overhaul since 2004 of its rule regulating public offerings, titled “Regulatory Notice 17-15”....more

Debt Dialogue: April 2017 - SEC Action Against Underwriter Illustrates Enforcement of Disclosure Violations in the Muni World

On April 5, as one of several enforcement actions relating to an alleged Ponzi scheme, the Securities and Exchange Commission settled an administrative enforcement action against a municipal bond underwriter accused of...more

Setting the right agenda for TLBs

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 4 - As cov-lite/cov-loose TLB enjoys its time in the spotlight in 2017, sponsors, borrowers, banks and advisors continue to focus on the key areas to consider when planning...more

With Proposed Amendments to Rule 5110, FINRA Looks to Modernize Corporate Finance Regulation

by Latham & Watkins LLP on

The proposal represents a major step in what promises to be a full-scale overhaul of FINRA’s Capital Formation Rules - On April 12, 2017, the Financial Industry Regulatory Authority, Inc. (FINRA) published Regulatory...more

Structured Thoughts: News for the financial services community, Volume 8, Issue 4

FINRA’s Proposed Amendments to the Corporate Financing Rules – Impact on Structured Notes - In April 2017, FINRA released a set of significant proposed amendments to its Rule 5110, known as the “Corporate Financing Rule.” ...more

SEC Brings Post-MCDC Enforcement Actions Against Underwriter and Officials

On April 5, 2017 the SEC released two orders instituting cease-and-desist proceedings (consent decrees) which are the first post-MCDC cases finding securities law violations based on misstatements in official statements...more

FINRA Solicits Comments on Rules Impacting Capital Formation and Proposed Changes to the Corporate Financing Rule

In what seems to be a bow to the Trump Administration, FINRA has issued Regulatory Notice 17-14 which broadly seeks comments on FINRA rules that impact capital formation. ...more

The Insurer’s Dilemma: To Produce, or Not to Produce?

by Zelle LLP on

“Request for Production Number 25: Produce the entire underwriter’s file for underwriting the policy.” This familiar discovery demand has become far too common in the realm of insurance coverage litigation, and the request is...more

SEC Staff Relaxes Limitations under 1940 Act to Permit Certain Global “Master-Feeder” Arrangements, Although Obstacles Remain

by Dechert LLP on

The Staff of the U.S. Securities and Exchange Commission (SEC) on March 8, 2017 issued a no-action letter (Staff Letter) in response to a request from Dechert LLP for assurance under Section 12(d)(1) of the Investment Company...more

A Trio of FINRA Notices Focused on Capital Formation Issues

by Morrison & Foerster LLP on

On April 12, 2017, FINRA released three regulatory notices for comment that propose amendments to various FINRA rules affecting capital formation. In connection with its release of the notices, FINRA President and CEO Robert...more

It’s OK, Capital Markets Associates, You (Probably) Haven’t Lost a Day to Get to Closing

As we noted in a previous blog, the SEC recently adopted an amendment to Rule 15c6-1(a) to shorten the standard settlement cycle for most broker-dealer transactions from three business days after the trade date (T+3) to two...more

SEC Sanctions Muni Underwriter For Repeated Fraudulent Offerings

by Dorsey & Whitney LLP on

Municipal bond offerings have, in recent years, become a staple of SEC enforcement. While the Commission has limited authority in the area, a series of actions have been brought under the fraud provisions. Likewise, the...more

Nutter Bank Report, March 2017

Fed Raises Threshold That Triggers Review of Systemic Risk of a Proposed Merger - In a recent decision on a proposed merger of two bank holding companies, the Federal Reserve indicated that it has increased the...more

New Regulations on Issue Price of Tax-Exempt Bonds

by Foley & Lardner LLP on

On December 9, 2016, the Department of the Treasury and Internal Revenue Service (IRS) published final regulations on the definition of “issue price,” for purposes of the arbitrage rules that apply to tax-exempt bonds....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

As anticipated (and hinted-at forcefully by its officials), the Fed raised the benchmark interest rate yesterday to a range nearing 1 percent, a move that signals the slow end to the body’s nine-year stimulus effort....more

Increase in Energy Industry Losses in Latin America

by Zelle LLP on

Recent studies in the insurance industry have shown that the fall in oil prices has historically led to an increase in claims in refineries and petrochemical plants. The 2016 Marsh report, in relation to the 100 claims...more

An Overview of Representations and Warranties Insurance

The last twelve months have seen strong levels of M&A activity in the U.S. energy tech and renewables sector. As this trend continues, we want to share a recent update on the increased use of representations and warranties...more

SEC Proposes Amendments to Rule 15c2-12 to Address Bank Loan Disclosure Concerns

At its meeting on March 1, 2017, the United States Securities and Exchange Commission (SEC) voted to formally propose and publish for comment amendments to Rule 15c2-12 to add two additional disclosure events to written...more

Securities and Structured Finance Litigation Update - March 2017

Continuing Circuit Split Puts “Tolling” of Statutes of Repose Back on U.S. Supreme Court’s Agenda. The U.S. Supreme Court is again set to weigh in on the reach of its decision in American Pipe & Construction Co. v. Utah, 414...more

Three Point Shot - February 2017

by Proskauer Rose LLP on

Ski Manufacturer Chills Bode Miller's Comeback - World champion skier and six-time Olympic medalist Samuel "Bode" Miller had his eye on coming out of retirement for the 2016-17 season before a contract dispute with his...more

Deal Watch – Coherus Announces Public Common Stock Offering

by Goodwin on

Coherus BioSciences, Inc. announced yesterday that it had commenced an underwritten public offering of common stock valued at $125 million. These shares are being offered directly by Coherus in conjunction with an expected...more

The New Issue Price Regulations: The Good, the Bad and the Ugly

by Bracewell LLP on

Late last year, the Treasury Department released final Treasury Regulations (the “New Regulations”) relating to the “issue price” of tax-exempt bonds, effective for bonds sold after June 7, 2017. Because the changes imposed...more

Changes in regulatory landscape for corporate finance service providers

by White & Case LLP on

Investment firms engaged in the provision of corporate finance services to issuer clients are facing some significant changes to their regulatory landscape. With the entry of MiFID II into effect from 3 January 2018,...more

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

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