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Introduction to Debt Exchange Offers

by White & Case LLP on

European Leveraged Finance Alert Series: Issue 9 - Issuers have a variety of tools when dealing with upcoming debt maturities, including using a combination of exchange offers, tender offers, and/or new money issuances and...more

Another Foolish Inconsistency – This Time For Broker-Dealers

by Allen Matkins on

Yesterday’s post chided Glass, Lewis & Co., LLC for its inconsistent positions on majority rule. Today’s post tackles a foolish inconsistency in the California Codes. Section 25217(c) of the California Corporations Code...more

Cross-Border Clash for the Brazilian Dutch Telco in the U.S. Courts

by Morrison & Foerster LLP on

Distressed and special situations investors should take note of the U.S. Bankruptcy Court’s recent decision in Oi’s Chapter 15 case. We present our takeaways for investors. The U.S. Bankruptcy Court refused to recognise...more

New EU Prospectus Regulation 2017/1129 Entered into Force, European Capital Markets Update

by Jones Day on

On 20 July 2017, the new EU Prospectus Regulation (Regulation (EU) 2017/1129) of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or...more

Sanctions Updates: Cuba, North Korea, Russia, Sudan, Venezuela

by Michael Volkov on

Sanctions compliance is challenging because of the changing nature of sanctions regulations and individuals identified as Specially Designated Nationals. With each new administration, foreign policy priorities are usually...more

Recent Developments in Transfer Pricing and the Taxation of Multinational Companies in Australia

by Jones Day on

As part of a wide-ranging crackdown on multinational tax avoidance, the Australian Federal Government and the Australian Tax Office have introduced significant reforms to the country’s transfer pricing regulations. The...more

Matters to Consider for the 2018 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for their 2018 annual meeting and reporting season. We have prepared a checklist of key corporate governance, executive compensation and disclosure matters on which...more

Re: Attilan Group Ltd – A Cautious Beginning for Rescue Financing in Singapore

by White & Case LLP on

On 8 November 2017, the High Court released its decision in Re Attilan Group Ltd [2017] SGHC 283 (the "Attilan" case). The decision is interesting as it marks the first time the High Court had the opportunity to hear...more

Cross-Border Investigations Update - November 2017

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including new U.K. reporting obligations for sanctions violations,...more

DOJ Issues New FCPA Policy Offering Incentives to Encourage Disclosure of Foreign Bribery and Corruption Misconduct

by Foley & Lardner LLP on

On November 29, 2017, Deputy Attorney General Rod Rosenstein announced that the U.S. Department of Justice (DOJ) was issuing a new enforcement policy covering its enforcement of the Foreign Corrupt Practices Act (FCPA). The...more

Charting the Growth of Human Rights and Ethical Reporting in the EU

Increasingly, businesses across Europe must report on a wide range of ethical and related matters in addition to publishing their financial results. Requirements for businesses to undertake non-financial reporting have...more

Chapter 11 Plan Not Providing for Payment of Make-Whole Premium Impaired Noteholders

by Jones Day on

In In re Ultra Petroleum Corp., 2017 BL 335015 (Bankr. S.D. Tex. Sept. 21, 2017), the U.S. Bankruptcy Court for the Southern District of Texas ruled that certain private-placement noteholders were entitled to receive a...more

To Have and to Hold: Third Circuit Rules That Physical Possession of Goods Is Required Under Section 503(b)(9) of the Bankruptcy...

by Jones Day on

Since its enactment as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, section 503(b)(9) of the Bankruptcy Code has provided an important safety net for creditors selling goods to financially...more

Second Circuit Issues Key Cramdown Interest Rate Ruling

by Jones Day on

In Momentive Performance Materials Inc. v. BOKF, NA (In re MPM Silicones, L.L.C.), 2017 BL 376794 (2d Cir. Oct. 27, 2017) ("Momentive"), the U.S. Court of Appeals for the Second Circuit, in a long-anticipated decision,...more

Dana Gas – choice of English governing law upheld over arguments of non-Shari'a compliance

by Dentons on

Dana Gas PJSC (Dana Gas), the Abu Dhabi Stock Exchange listed, UAE-based energy producer, commenced restructuring negotiations with a number of its creditors in May 2017. Just over a month later, Dana Gas announced that...more

Capital Formation Bills Pass House Financial Services Committee

On November 15, the House Financial Services Committee approved 23 bills, which included various bills that facilitate capital formation and reduce certain regulatory requirements.? Chairman of the Committee, Jeb Hensarling,...more

The Rise of Western Protectionism Is Set to Impact Global M&A

by Proskauer Rose LLP on

This year has seen a surge in western protectionist sentiment as a number of countries have sought to introduce legislation to tighten their laws on foreign investment and public interest issues. In Europe, the European...more

Legal Considerations in Pre-IPO Crossover Financings

by WilmerHale on

An increasingly common financing strategy for companies expecting to conduct an initial public offering (IPO), particularly in the life sciences space, is to conduct a ‘‘crossover’’ financing shortly prior to the IPO....more

SEC Claims Individual, Firm Engaged In Unregistered Dealer Business

by Dorsey & Whitney LLP on

The Commission’s recently released report on the Enforcement Division identified retail investors and cyber as key areas of emphasis for Enforcement under Chairman Clayton. Examples of the retail focus are actions involving...more

Summary of ISS 2018 Americas Proxy Voting Guidelines Specific to US Public Companies

by Morgan Lewis on

The updated ISS guidelines are effective for meetings on or after February 1, 2018. On November 16, 2017, Institutional Shareholder Services (ISS) published its 2018 Americas Proxy Voting Guidelines Updates. The following...more

The Short Field Guide to IPOs - November 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 $1.07 billion (originally $1 billion,...more

SEC Enforcement: Another Look At Last Fiscal Year

by Dorsey & Whitney LLP on

The SEC published its statistics for the last fiscal year in a glossy report centered on a discussion of the new retail/cyber focus of the Enforcement Division. Statistics are not the sole measure of success the agency...more

Executive Regulation on Value Added Tax in the UAE

by Bracewell LLP on

The United Arab Emirates (“UAE”) Federal Tax Authority has recently published the draft Executive Regulations of Federal Decree Law No. 8 of 2017 on Value Added Tax (the “VAT Law”) which introduces a 5% VAT on the import and...more

Corporate Finance Alert: 2018 SEC Filing Deadlines for Companies With December 31, 2017 Fiscal Year End

As the end of the year approaches, reporting companies should be aware of the various SEC filing deadlines for 2018. Companies also should be mindful of the 2018 financial statement “staleness” dates (when financial...more

Many Paths for IPO Submissions

The following chart highlights the alternatives for EGCs and non-EGCs and now the three paths for FPIs pursuing IPOs....more

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