News & Analysis as of

Debt Securities Disclosure Requirements

Goodwin

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

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On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more

Latham & Watkins LLP

European Central Bank Announces Plans to “Green” the Debt Capital Markets

Latham & Watkins LLP on

The policy change integrates climate change considerations for the first time into the ECB’s quantitative easing and repo facilities. On July 4, 2022, the European Central Bank (ECB) announced that it would integrate...more

Latham & Watkins LLP

FCA Consults on Post-Brexit Changes to PRIIPS Regulation

Latham & Watkins LLP on

UK rules will diverge from the much-criticised EU framework. On 20 July 2021, the FCA published a Consultation Paper (CP21/23) on amending the UK PRIIPs Regulation. The FCA has long held concerns about the PRIIPs...more

Morrison & Foerster LLP

FINRA Issues Reminder Relating To Mark-Up Disclosure Requirements For Structured Notes

The Financial Regulatory Authority (FINRA) recently issued a detailed report on compliance issues noted in its examination program. In this alert, we discuss FINRA’s observations relating to Rule 2232, which requires...more

Alston & Bird

SEC Replaces Industry Guide 3 and Modernizes Disclosures for Banking Registrants

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Our Securities Group summarizes the many ways the Securities and Exchange Commission has streamlined some statistical disclosure requirements by replacing the 30-year-old Industry Guide 3 with final rules that update and...more

Morrison & Foerster LLP

U.S. SEC Adopts Rule Amendments To Simplify Guarantor And Pledgor Financial Disclosures

The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The amendments...more

Pillsbury Winthrop Shaw Pittman LLP

SEC Amends Disclosure Requirements for Guaranteed Securities

The amendments will become effective on January 4, 2021, with earlier compliance permitted. The amendments focus on providing material financial and non-financial information regarding guarantees and other credit...more

Akin Gump Strauss Hauer & Feld LLP

Energy Companies Contemplating Repurchase of Discounted Debt Should Carefully Analyze Corporate, Securities Law and Tax...

As the economic turbulence associated with the downturn in commodity prices and the outbreak of COVID-19 continues, many energy companies may find their debt trading at significant discounts. For companies trying to manage...more

Latham & Watkins LLP

Navigating Debt Repurchases: What You Need to Know

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This Client Alert examines the key issues that typically arise in non-convertible bond repurchase programs, before turning to the issues unique to repurchases of syndicated bank debt. It also looks at issues applicable to...more

A&O Shearman

SEC Eliminates Consolidating Financial Information for SEC-Registered Debt Securities with Subsidiary Issuers or Guarantors

A&O Shearman on

Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Amendments to Rules 3-10 and 3-16 of Regulation S-X in Certain Registered Debt Offerings

On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more

Vinson & Elkins LLP

UPREITs To Benefit From SEC Amendments To Financial Disclosure Requirements Applicable To Registered Offerings of Guaranteed Debt...

Vinson & Elkins LLP on

On March 2, 2020, the SEC adopted amendments to Rule 3-10 of Regulation S-X in order to simplify and streamline the financial disclosure requirements applicable to registered offerings of guaranteed debt securities. The SEC...more

White & Case LLP

The SEC proposes to update Guide 3

White & Case LLP on

The SEC has published proposed changes to Guide 3 which are intended to update, clarify and codify the Guide with the aim of eliminating overlaps between U.S. GAAP, IFRS or other SEC rules, simplifying compliance efforts and...more

Mayer Brown Free Writings + Perspectives

SEC Proposes Rules to Update Statistical Disclosures for Banking Registrants, Replacing Industry Guide 3

On September 17, 2019, the Securities and Exchange Commission proposed rules to update the statistical disclosures that banks and loan registrants provide to investors, and eliminate disclosures that overlap with SEC rules,...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Proposes to Ease Disclosures Required by Rules 3-10 and 3-16 of Regulation S-X in Certain Registered Debt Offerings

On July 24, 2018, the Securities and Exchange Commission (SEC) proposed rule amendments that would simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of...more

Mayer Brown Free Writings + Perspectives

SEC Proposes Amendments to Financial Statement Disclosure Requirements in Rules 3-10 and 3-16 of Regulation S-X

On July 24, 2018, the Securities and Exchange Commission (SEC) proposed amendments to the financial disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X, in an effort to simplify and streamline disclosures by...more

Bass, Berry & Sims PLC

SEC Proposes to Simplify Guarantor and Pledgor Disclosures in Registered Debt Offerings

Bass, Berry & Sims PLC on

On July 24, the SEC proposed amendments to Rule 3-10 of Regulation S-X for guarantors and issuers of guaranteed securities registered or being registered, as well as the financial disclosure requirements in Rule 3-16 of...more

King & Spalding

Private Over Public? An Emerging Markets Perspective

King & Spalding on

The private placement of debt securities, compared to the more common public issuances, has grown in popularity in recent years, particularly in emerging markets such as those in the Middle East. Whilst there is little...more

Proskauer Rose LLP

EU PRIIPs Regulation – Relevance to Fund Managers Explained

Proskauer Rose LLP on

Background - On 1 January 2018, European Union (EU) Regulation (No 1286/2014)[1] on key information documents for packaged retail and insurance-based investment products (PRIIPs) comes into force. It will require that a...more

WilmerHale

SEC Approves Bond Mark-Up Disclosure Rules

WilmerHale on

On November 17, 2016, the Securities and Exchange Commission (SEC or Commission) approved new rules requiring dealers to disclose on retail customer confirmations their mark-ups and mark-downs on most municipal and corporate...more

Cooley LLP

Blog: New CDIs Provide Guidance Regarding Tender Offer Rules And Schedules

Cooley LLP on

Below are summaries of some more new CDIs from Corp Fin, this group relating to the tender offer rules and schedules. Two of the new CDIs provide guidance regarding disclosure of compensatory arrangements for financial...more

Skadden, Arps, Slate, Meagher & Flom LLP

"EU Market Abuse Regulation — New Requirements for Issuers of Debt Securities Admitted to Trading in Europe"

On 3 July 2016, Regulation 596/2014 of the European Parliament and of the Council of the European Union (the Market Abuse Regulation) repealed and replaced Directive 2003/6/EC on Market Abuse (the Market Abuse Directive)....more

A&O Shearman

Focus on Tax Controversy and Litigation - Treasury and IRS Issue Proposed Regulations Imposing Documentation Requirements Under...

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In addition to the discussion of the recently proposed regulations which impose new documentation requirements under Section 385, this month’s issue features articles regarding the Circuit Court decision in Chemtech Royalty...more

Broker-Dealer Compliance + Regulation

FINRA Proposes Amendments to its New Debt Research Rule

On May 24, 2016, FINRA proposed amendments to its new debt research rule (Rule 2422). The amendments are intended to clarify Rule 2422 in four respects: (1) the consent requirement for institutional debt research reports...more

Dechert LLP

SEC IM Staff Issues Guidance Update on Disclosure Related to Current Market Conditions

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The staff of the U.S. Securities and Exchange Commission Division of Investment Management (Staff) has issued an IM Guidance Update on fund disclosure regarding risks related to current market conditions (Guidance Update)....more

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