Underwriting

News & Analysis as of

New Regulations on Issue Price of Tax-Exempt Bonds

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

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

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

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

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

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

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

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

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