The Court of Appeal, in Lamesa Investments Ltd v Cynergy Bank Ltd [2020] EWCA Civ 281, has found that a party in an English law governed “Tier 2 Capital” subordinated facility agreement with contractual language addressing...more
Following the result of the UK’s referendum in 2016 on leaving the European Union, the Withdrawal Agreement negotiated between the United Kingdom and the European Union on 23 January 2020 finally received Royal Assent from...more
On 10 January 2020, updates to the UK anti-money laundering and counter-terrorist financing (together “AML”) laws come into force that bring the UK in line with international standards set by the Financial Action Task Force...more
In this issue of Structured Thoughts, we discuss:
..European Commission consultation on EU benchmark regulation
..FINRA: Suitability and sales practices remain an issue
..SEC charges Switzerland-based dealer for selling...more
The MoFo European Private Funds Group knows you are busy, so we don’t waste your time. Below are the tracks we are listening to right now – and why they matter...more
In this alert, we provide an update on EU regulatory issues that are relevant to all managers of alternative investment funds, both for European and non-European funds. This includes the effect of a possible no-deal Brexit,...more
2017 in the UK and the rest of Europe seems to have been primarily a year devoted to implementation – both of political decisions already made and of legislation that had already been enacted. On the political front, Brexit...more
2/5/2018
/ Bank Recovery and Resolution Directive (BRRD) ,
Blockchain ,
Capital Markets ,
EMIR ,
EU ,
Initial Coin Offering (ICOs) ,
MiFID II ,
MREL ,
Ring-Fencing ,
Shadow Banking ,
TLAC ,
UK ,
UK Brexit ,
Virtual Currency
Structured Product Red Herrings: Rule 433 and Rule 424(b) -
Red herrings for most offerings of structured products registered with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as...more
In a series of three “no-action” letters, the staff of the Securities and Exchange Commission (SEC) published guidance to address concerns by U.S. broker-dealers and investment advisers about how to comply with Markets in...more
LIBOR: The End Game -
Since the announcement on July 27, 2017 by the UK Financial Conduct Authority (the FCA) that the LIBOR rate would be phased out after 2021, much has been written about the complications of switching...more
9/27/2017
/ Broker-Dealer ,
ETFs ,
EU ,
European Economic Area (EEA) ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud ,
Key Information Document (KIDs) ,
Libor ,
NASAA ,
Prospectus Regulation (PR3) ,
Regulation M ,
Structured Financial Products
On 20 September 2017, the European Commission published a package of measures designed to increase the powers of the three European Supervisory Authorities (ESAs), primarily by transferring certain powers of regulation and...more
The EU’s new Prospectus Regulation was published in the Official Journal of the EU on 30 June 2017 and enters into force 20 days after such date, so 20 July 2017. The vast majority of its provisions will have effect from 21...more
On 4th May 2017, the European Commission announced its proposals to amend the current European Market Infrastructure Regulation (Reg. No. 648/2012) (“EMIR”). The proposals stem from its public consultation and Call for...more
SEC Rolls Out “POSITIER” -
The SEC’s Office of the Investor Advocate used a recent March 9, 2017 open meeting and related “Evidence Summit” to announce its new investor research initiative, “POSITIER.”1 This new acronym...more
4/14/2017
/ Banking Sector ,
Banks ,
Canada ,
EU ,
European Commission ,
Financial Industry Regulatory Authority (FINRA) ,
Hyperlink ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
RTS ,
Securities and Exchange Commission (SEC) ,
Securities Settlement Cycles ,
XBRL Filing Requirements
Charting New and Dangerous Waters -
Lloyd George and Epictetus may be long gone but their words have much resonance with the events of 2016. The political fallout from the UK’s vote to leave the European Union (“EU”)...more
1/17/2017
/ Alternative Investment Fund Managers Directive (AIFMD) ,
Bank Recovery and Resolution Directive (BRRD) ,
Banking Reform ,
Basel III ,
Capital Markets Union ,
Deposit Insurance ,
EMIR ,
EU ,
EU Benchmark Regulation ,
European Economic Area (EEA) ,
MiFID II ,
MREL ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Prospectus ,
Ring-Fencing ,
Shadow Banking ,
TLAC ,
UCITS ,
UK ,
UK Brexit
Final TLAC Rules and Structured Products -
On December 15, 2016, the Board of Governors of the Federal Reserve System (the “Federal Reserve”) issued its final rules regarding long-term debt and total loss absorbing...more
12/27/2016
/ Depository Institutions ,
EU ,
EU Benchmark Regulation ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Foreign Banks ,
Global Systemically Important Banks (G-SIBs) ,
Holding Companies ,
IRS ,
MiFID II ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Popular ,
Regulatory Agenda ,
Section 871(m) ,
Structured Financial Products ,
TLAC ,
UK ,
UK Brexit
FDIC Adopts New Recordkeeping Requirements for Large Banks – Modifies Original Proposal as to Brokered CDs -
In November 2016, the FDIC approved a final rule establishing recordkeeping requirements for insured...more
12/13/2016
/ Banks ,
Big Data ,
Department of Labor (DOL) ,
EU ,
FDIC ,
Fiduciary Rule ,
Financial Industry Regulatory Authority (FINRA) ,
Fixed Income Investments ,
IRS ,
MREL ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
The European Commission (“Commission”), on 23 November 2016, released its legislative proposals to amend the EU’s Bank Recovery and Resolution Directive (“BRRD”) to provide more detailed rules relating to the setting of MREL...more
12/12/2016
/ Bank Recovery and Resolution Directive (BRRD) ,
Banks ,
Bonds ,
Capital Requirements Regulation (CRR) ,
EU ,
European Commission ,
Holding Companies ,
Insolvency ,
MREL ,
Structured Financial Products ,
Subordination ,
TLAC
On 23rd November 2016, the European Commission released a package of banking legislation reforms. Some of these were expected – in particular those related to the minimum requirement for eligible liabilities and own funds...more
The EU Regulation on Market Abuse (“MAR”) prohibits a person from unlawfully disclosing inside information relating to securities within the scope of the legislation. An unlawful disclosure is made when a person possesses...more
10/25/2016
/ Compliance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Market Abuse ,
Market Soundings ,
MTFs ,
Recordkeeping Requirements ,
Safe Harbors ,
Securities
The EU Regulation on Market Abuse (“MAR”) came into effect on 3 July 2016, replacing the previously existing Market Abuse Directive and expanding the application of the EU’s market abuse regime. In addition to detailing...more
10/25/2016
/ Buyback Programs ,
Disclosure Requirements ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
European Securities and Markets Authority (ESMA) ,
Financial Instruments ,
Investment ,
Market Abuse ,
MTFs ,
Municipal Securities Issuers ,
PDMR
On 11 July 2016, the European Banking Authority (“EBA”) published a draft of its second Report on the monitoring of Additional Tier 1 (“AT1”) instruments of EU institutions. The Report was undertaken pursuant to Article 80...more
The United Kingdom has voted in a referendum by a narrow majority to leave the European Union (“Brexit”). The outcome of the referendum will have far-reaching consequences on financial markets and international capital...more
6/30/2016
/ Capital Raising ,
EFTA ,
EU ,
European Economic Area (EEA) ,
Financial Markets ,
Free Trade Agreements ,
Member State ,
Norwegian Model ,
Offerings ,
Prospectus ,
Referendums ,
Securities ,
UK ,
UK Brexit
Background -
The integrity of benchmarks used in financial transactions has been the subject of increasing focus from regulators since the investigations into manipulation of the setting of LIBOR, EURIBOR and other...more
6/14/2016
/ Benchmarks ,
Commodities ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Transactions ,
Interest Rates ,
IOSCO ,
Libor ,
Market Abuse ,
MiFID II
On 8 March 2016, the three European Supervisory Authorities (ESAs) published their final draft regulatory technical standards in relation to the collateralisation of non-centrally cleared derivatives. The standards are to...more
3/18/2016
/ Basel Committee on Banking Supervision (BCBS) ,
Collateral ,
Counterparties ,
Derivatives ,
EMIR ,
Endangered Species Act (ESA) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Exceptions ,
Exemptions ,
IOSCO ,
Margin Requirements ,
Over The Counter Derivatives (OTC) ,
Popular ,
Regulation Technical Standards (RTS)