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Securities Contract Terms

Latham & Watkins LLP

All’s Well That Ends Well for Keepwell Providers?

Latham & Watkins LLP on

No loss to issuers puts note trustees in the spotlight. The Hong Kong Court of Final Appeal (CFA) has overturned the Court of Appeal’s order that Peking University Founder Group Company Limited (PUFG), as the keepwell...more

Eversheds Sutherland (US) LLP

ISDA publishes version 2.0 of the Equity Definitions VE

On January 21, 2025, the International Swaps and Derivatives Association, Inc. (ISDA) published version 2.0 of the 2002 Equity Derivatives Definitions (Versionable Edition) (Equity Definitions VE). The updated version...more

Cadwalader, Wickersham & Taft LLP

Navigating the Grey Area, March 2025 - Navigating the Grey Area: Financial Covenant Amendments and the Doctrine of Purview

The doctrine of purview under English law plays a critical role in determining whether amendments to a secured facility require reaffirmation or re-execution of guarantees and security. However, when it comes to adjustments...more

Farrell Fritz, P.C.

Beyond the Discount: Why Maturity Terms Matter in Convertible Notes

Farrell Fritz, P.C. on

When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap.  This is understandable inasmuch as the not-so-hidden secret of...more

Mayer Brown

Delaware Law Alert: Avoiding Ambiguities in M&A Disclosure Schedules

Mayer Brown on

A notable Delaware Chancery Court opinion offers important insights for M&A deal parties into how courts interpret disclosure schedules. In Aldrich Capital Partners Fund, LP v. Bray, the stock purchase agreement and the...more

Bennett Jones LLP

Considering Australian Securities Law When Drafting Arrangement Agreements to Acquire Australia-Based Companies

Bennett Jones LLP on

As a recent decision by the Australian Takeovers Panel (Panel) has confirmed, Canadian issuers looking to complete a merger or strategic transaction with an Australian counterparty in a Canadian plan of arrangement, subject...more

A&O Shearman

The Scope of Article 8 Mandatory Choice-of-Law Rule

A&O Shearman on

The scope of the mandatory choice-of-law rule set forth in Uniform Commercial Code (UCC) section 8-110(a)(1), which provides that “the local law of the issuer’s jurisdiction . . . governs . . . the validity of a security,” is...more

Allen Matkins

Court Of Chancery Rules Delaware Choice Of Law Does Not Defeat California Securities Law Claim

Allen Matkins on

What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14.  In...more

Goodwin

Node Agreements for Blockchain-Based Tokens

Goodwin on

The method by which cryptocurrency and digital asset companies issue their blockchain-based tokens into the market has evolved, pushed along by regulatory developments and technological advancements. We have observed the...more

White & Case LLP

Change of Control Clauses in High Yield: What You Need to Know

White & Case LLP on

European Leveraged Finance Client Alert Series: Issue 4, 2019 - Most high yield indentures contain a "Change of Control" clause that relates to changes in the beneficial ownership of the issuer. We provide an overview of...more

Carlton Fields

Recent Insurer Victories in Indexed Annuity Class Actions

Carlton Fields on

Recent federal court decisions effectively terminated two class action lawsuits challenging indexed annuity sales, seemingly ending an extended wave of class litigation in the federal courts against multiple insurers...more

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