JOBS Act Implementation Regulations
Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more
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, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more
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 Guide...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
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
On August 26, 2020, the U.S. Securities and Exchange Commission adopted final rules to expand the accredited investor definition and modernize the disclosure requirements under Regulation S-K Items 101 (Business), 103 (Legal...more
COVID-19 presents novel issues for underwriters, who are grappling with the need to support their clients accessing funding and also maintain disclosure standards and manage their risk when the typical tools that they use to...more
The White & Case Capital Markets team updates its March 2018 publication on bond repurchases given the current environment where issuers may consider whether, if their bonds are trading at a discount to par, they should...more
Since its adoption in 2010, the Federal Deposit Insurance Corporation’s (the “FDIC”) securitization safe harbor rule, 12 C.F.R. § 360.6 (the “Rule”), which relates to the treatment of financial assets transferred in...more
The upcoming Securities and Exchange Commission open meeting for December 18, 2019 will now address additional rulemaking....more
European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more
On August 8, 2019, the U.S. Securities and Exchange Commission (SEC) proposed amendments (the “Proposed Rule”) to modernize its existing requirements for how companies disclose risk factors and describe their business and...more
Direct private placements of bonds under Section 4(a)(2) of the United States Securities Act can provide a flexible method of raising capital and act as a strong complement or alternative to traditional offerings of bonds,...more
The full regulation will come into force in July, imposing new requirements for prospectuses - The new EU Prospectus Regulation will take full effect on 21 July 2019. Issuers and other parties to capital markets...more