News & Analysis as of

Rule 144A

Mayer Brown Free Writings + Perspectives

CPO and CTA Rule Proposals

Earlier this month, the Commodity Futures Trading Commission proposed rules that would codify certain relief provided to commodity pool operators and commodity trading advisors in the post Dodd-Frank Act years....more

Proskauer Rose LLP

CFTC Proposes to Streamline CPO and CTA Regulations by Codifying Prior Relief

by Proskauer Rose LLP on

On October 9, 2018, the Commodity Futures Trading Commission (CFTC) proposed new rules in connection with the CFTC's Project KISS Initiative directed at simplifying Commodity Pool Operator (CPO) and Commodity Trading Advisor...more

White & Case LLP

Hit the ground running: from high yield bond to IPO

by White & Case LLP on

Leveraging transactional synergies to establish a foundation for success. The state of the market - Bringing a private company to market takes time and commitment from the executive team, as well as extensive expertise...more

Mintz - Securities Litigation Viewpoints

Court Allows Volkswagen Bondholder Action to Proceed, But Expresses Doubts about the Plaintiff’s Ability to Certify a Class

As we previously noted in this post, the United States District Court for the Northern District of California dismissed the Volkswagen Bondholder Plaintiff’s first amended complaint, with leave to amend, holding that it could...more

Shearman & Sterling LLP

Comment Letter on SEC’s Proposed Revisions to Financial Disclosure Requirements

by Shearman & Sterling LLP on

On September 18, 2018, Shearman & Sterling submitted a comment letter on the SEC’s proposed revisions to the financial disclosure requirements for registered debt securities that are guaranteed or collateralized with...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

by Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...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

Shearman & Sterling LLP

Central District Of California Certifies Class In Securities Stock Drop Action Against Restaurant Chain, Finding Insider Trades...

by Shearman & Sterling LLP on

On July 3, 2018, Judge David O. Carter of the United States District Court for the Central District of California granted plaintiffs’ motion to certify a class in a securities fraud action against Tex-Mex restaurant chain El...more

White & Case LLP

The Use of EBITDA in Capital Markets Transactions

by White & Case LLP on

With multiple uses throughout an offering memorandum, EBITDA (and variations thereof) can be difficult to understand in terms of its characteristics and applications. Current trends in European and international markets...more

Mintz - Securities Litigation Viewpoints

Volkswagen Bondholders Reliance Allegations Come Under Scrutiny

This case stems from alleged misstatement made by Volkswagen Group of America Finance (“VWGoAF”) in an Offering Memorandum governing the issuance of three sets of bonds. The bonds were offered in private placements with...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2018 Edition

by Latham & Watkins LLP on

Initial public offering of: a sizeable number of ordinary shares - Offer price per share: stated in local currency - This is our global initial public offering guide. It will help you navigate the US portion of a global...more

Latham & Watkins LLP

Guide to Financial Statement Requirements in US Securities Offerings by Non-US Issuers 2018

by Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Latham & Watkins LLP

Guide to Financial Statement Requirements in US Securities Offerings by US Issuers 2018

by Latham & Watkins LLP on

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Morrison & Foerster LLP - JOBS Act

Access to Capital and Liquidity

The SEC’s Division of Economic and Risk Analysis (DERA) recently produced a Report to Congress regarding the impacts of the Dodd-Frank Act on access to capital for consumers, investors, and businesses, and market liquidity. ...more

Dorsey & Whitney LLP

Interesting Facts About U.S. Private Placements

by Dorsey & Whitney LLP on

This week the SEC Division of Economic and Risk Analysis published a new report including a wealth of data regarding recent trends in public offerings and private placements of securities. The report includes a number of...more

K&L Gates LLP

FINRA Issues Interpretive Guidance on Related Performance in Institutional Communications

by K&L Gates LLP on

On June 9, 2017, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued an interpretive letter (the “Letter”) permitting the use of Related Performance Information (as defined below) in continuously offered...more

Mintz - Securities Litigation Viewpoints

Court Overseeing the Valeant Securities Litigation Issues a Highly Anticipated Decision Ruling that Alleged Misstatements in Rule...

In an April 28, 2017 ruling on a motion to dismiss in the In re Valeant Pharmaceuticals International, Inc. Securities Litigation (the “Valeant Litigation”), the U.S. District Court for the District of New Jersey addressed an...more

Morrison & Foerster LLP - JOBS Act

NYSE Issues Proposed Rule Allowing Listing Without an IPO

On March 13, 2017, the NYSE issued a proposed rule to modify the provisions regarding the qualification of companies listing on the NYSE to allow for a listing without an IPO. Section 102.01B of the NYSE Listed Company Manual...more

Latham & Watkins LLP

Global IPO Guide - 2017 Edition

by Latham & Watkins LLP on

WorldWide Widgets, a non-US e-commerce company, is considering going public. In addition to offering its locally listed stock to investors outside the United States, WWW would like to sell to investors inside the United...more

Morrison & Foerster LLP

News Round Up - January 2017

by Morrison & Foerster LLP on

Looking Ahead... We write this as a new administration looks to make its mark with an agenda that was premised on promoting capital formation by easing regulatory burdens. Once a new chair of the Securities and Exchange...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - December 2016

by Stoel Rives LLP on

As the SEC as we know it labors through its last five weeks, we note the following activities: - Publication last week of 35 CDIs, covering a host of topics, including Regulation S and qualified institutional buyer...more

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Issues Guidance Regarding 144A and Regulation S

On December 8, 2016, the staff of the Securities and Exchange Commission (SEC) issued new Compliance and Disclosure Interpretations (C&DIs) to provide guidance regarding status of qualified institutional buyers (QIBs) under...more

Murtha Cullina

The Bond Bandwagon

by Murtha Cullina on

Are you ready to jump on the tax-exempt bond bandwagon? Over the last eight years, the landscape of tax-exempt bond financing has changed and more and more bonds are being sold directly to banks across the nation....more

Cooley LLP

Blog: CDI salmagundi (QIBs, foreign private issuers, Reg S and more)

by Cooley LLP on

Earlier this month, Corp Fin recently released a slew of new CDIs relating to qualified institutional buyers under Rule 144A as well as all things international. Dedicated to those who like to Below are summaries. Rule...more

Shearman & Sterling LLP

SEC Staff Releases New Interpretations Relevant for Foreign Private Issuers and Rule 144A

by Shearman & Sterling LLP on

On December 8, 2016, the SEC’s Division of Corporation Finance released new “C&DI” interpretations, many of them applicable in particular to foreign private issuers. They provide welcome certainty for companies seeking to...more

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