On March 21, 2020, New York Gov. Andrew Cuomo issued Executive Order No. 202.9, pursuant to his broad emergency powers to temporarily suspend or modify statutes, local laws, ordinances, rules and regulations during periods of...more
On March 20, Sen. Elizabeth Warren, D-Mass., disclosed to certain news outlets that she had sent a letter, dated March 19, to Steven T. Mnuchin, secretary of the treasury, in his capacity as chair of the Financial Stability...more
On March 9, the Loan Syndications and Trading Association (“LSTA”), the association for the syndicated loan market in the United States, announced that it members are taking multiple steps to ensure business continuity and a...more
3/11/2020
/ Bank Loan Markets ,
Business Continuity Plans ,
China ,
Coronavirus/COVID-19 ,
Crisis Management ,
Emergency Management Plans ,
Financial Services Industry ,
Infectious Diseases ,
Loan Syndication and Trading Association (LSTA) ,
Public Health ,
Syndicated Loans
On March 6, 2020, the Alternative Reference Rates Committee (ARRC) convened by the Federal Reserve Board and the Federal Reserve Bank of New York released a proposal for New York State legislation that is intended to reduce...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
3/9/2020
/ Capital Raising ,
Crowdfunding ,
Harmonization Rules ,
Investor Protection ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Proposed Amendments ,
Regulation A ,
Regulation D ,
Rule 504 ,
Rule 506(c) ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more
3/5/2020
/ Amended Regulation ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
Guarantors ,
Regulation S-X ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Subsidiaries
On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more
3/5/2020
/ Annual Reports ,
Best Practices ,
China ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Infectious Diseases ,
Public Health ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Requirements ,
Relief Measures ,
Risk Management ,
Securities and Exchange Commission (SEC)
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
2/27/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Distributors ,
Enforcement Actions ,
Failure To Disclose ,
Financial Markets ,
Financial Statements ,
Inventory ,
MD&A Statements ,
Overstatement of Basis ,
Penalties ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
On Feb. 6, the Federal Reserve Board released the hypothetical scenarios for the 2020 stress test exercises, which ensure that large banks have adequate capital and processes to continue lending to households and businesses...more
On Jan. 30, 2020, the Financial Industry Regulatory Authority (FINRA) proposed amendments to the Capital Acquisition Broker (CAB) rules to expand the range of permitted activities for CABs and their associated persons. ...more
Section 13 of the Bank Holding Company Act of 1956 (the BHC Act) generally prohibits any insured depository institution (as defined in Section 3(c) of the Federal Deposit Insurance Act, but excluding institutions that...more
2/12/2020
/ Bank Holding Company Act ,
Banks ,
Covered Funds ,
Debt Instruments ,
Depository Institutions ,
Derivatives ,
Dodd-Frank ,
Exclusions ,
FDIC ,
Fiduciary Duty ,
Foreign Exchanges ,
International Banks ,
Investment Adviser ,
Loans ,
Ownership Interest ,
Regulatory Requirements ,
Section 13 ,
Volcker Rule
On Jan. 31, 2020, the board of governors of the Federal Reserve System (the Federal Reserve), the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC, and together with the...more
The FDIC Fall 2019 edition of Supervisory Insights contained an article entitled “Leveraged Lending: Evolution, Growth and Heightened Risk”. In the article, the FDIC noted that the credit agreement terms have continued to...more
On Jan. 30, 2020, the SEC proposed amendments to modernize Management’s Discussion and Analysis (MD&A) financial disclosure requirements in Regulation S-K....more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 23, 2019, the New York State Department of Financial Services (DFS) issued a letter to New York-regulated depository and non-depository institutions, insurers and pension funds directing them to submit their plans for...more
On Dec. 18, 2019, the Securities and Exchange Commission (SEC) proposed changes to the definition of “accredited investor” under Regulation D to broaden the definition and identify more effectively the pool of investors that...more
12/20/2019
/ Accredited Investors ,
Comment Period ,
Investors ,
Proposed Rules ,
Qualified Institutional Buyers ,
Regulation D ,
Regulatory Agenda ,
Rule 506 Offerings ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Dec. 19, 2019, the Financial Stability Board issued a report titled “Vulnerabilities Associated with Leveraged Loans and Collateralised Loan Obligations”. The Financial Stability Board (FSB) coordinates at the...more
On Dec. 5, 2019, the U.S. House of Representatives passed the Insider Trading Prohibition Act (ITPA) by a vote of 410-13. If passed by the Senate and signed into law by the President, the bill will establish the first...more
12/16/2019
/ 10b5-1 Plans ,
Fiduciary Duty ,
Financial Regulatory Reform ,
Illegal Tipping ,
Insider Trading ,
Legislative Agendas ,
Material Nonpublic Information ,
Non-Public Information ,
Personal Benefit ,
Proposed Legislation ,
Regulatory Agenda ,
Securities Fraud
On Nov. 4, 2019, the Securities and Exchange Commission (SEC) filed an amended complaint against Collectors Café and its CEO, Mykalai Kontilai, to add charges against defendants for alleged violations of whistleblower...more
12/3/2019
/ Amended Complaints ,
Anti-Fraud Provisions ,
Confidentiality Agreements ,
Contract Terms ,
Corporate Counsel ,
Enforcement Actions ,
Investment Fraud ,
Investment Funds ,
Misappropriation ,
Rule 21F-17 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Securities Violations ,
Wealth Management ,
Whistleblower Protection Policies ,
Whistleblowers ,
Willful Misconduct
On Nov. 15, 2019, the Board of Governors of the Federal Reserve (the “Board”) released its semiannual Financial Stability Report. The report presents the Board’s current assessment of the resilience of the U.S. financial...more
11/20/2019
/ Board of Governors ,
Consumer Financial Products ,
Debt Market ,
Economic Impact Analysis ,
Economic Reform ,
Federal Reserve ,
Financial Institutions ,
Financial Markets ,
Financial Services Industry ,
FRB ,
GDP ,
High Yield Bonds ,
Lenders ,
Leveraged Finance ,
Leveraged Loans ,
Loans ,
Mutual Funds ,
Regulatory Oversight
On Sept. 27, 2019, the Securities and Exchange Commission (SEC) announced that Mylan N.V., a global pharma company that manufactures and sells EpiPen, which is used to treat serious allergic reactions, agreed to pay $30...more
10/24/2019
/ Accounting Standards ,
Centers for Medicare & Medicaid Services (CMS) ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
False Claims Act (FCA) ,
Food Allergies ,
Form 10-K ,
Generic Drugs ,
Government Investigations ,
Medical Devices ,
Misclassification ,
Mylan Pharmaceuticals ,
Pharmaceutical Industry ,
Prescription Drugs ,
Regulation S-K ,
Reporting Requirements ,
Risk Factors ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Settlement Agreements ,
Tolling Agreement
Recently in In Re: 180 Equipment, LLC, a case of first impression, the United States Court of Appeals for the Seventh Circuit determined that the Illinois version of Article 9 of the Uniform Commercial Code (Illinois UCC)...more
Lenders and other constituencies will under certain circumstances request and be granted “board observer” rights pursuant to a loan agreement or other contract. The potential legal liability of board observers under various...more
9/12/2019
/ Appeals ,
Board of Directors ,
Contract Terms ,
Lenders ,
Misleading Statements ,
Omissions ,
Professional Liability ,
Public Offerings ,
Registration Statement ,
Sales of Securities ,
Section 11 ,
Securities Act of 1933 ,
Securities Transactions
In its first fee rate advisory for fiscal year 2020, the SEC announced that filing fees applicable to securities registrations by public companies and other issuers will be increased by 7.1%: from $121.20 to $129.80 per...more
9/6/2019
/ Corporate Issuers ,
Filing Fees ,
Financial Regulatory Reform ,
Proxy Solicitations ,
Publicly-Traded Companies ,
Regulatory Oversight ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Transactions ,
Stock Repurchases