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Capital Markets

  • SEC Extends IPO Accommodations by Permitting Exclusion of Interim Financial Information in Confidential Draft Registration Statements

    29 Aug 2017

    On August 17, 2017, the SEC’s Division of Corporation Finance issued guidance further extending an important accommodation provided to companies contemplating going public. Under the updated guidance, all issuers, including those that do not qualify as emerging growth companies (EGCs), would be permitted to omit from confidential draft registration statements interim financial statements and related financial information (including management discussion and analysis (MD&A) disclosure) that they reasonably believe will not be required to be included at the time the registration statement is publicly filed, or, for EGCs only, at the time of the contemplated offering. The Division of Corporation Finance had previously provided this accommodation with respect to annual financial statements and related financial information. This accommodation does not extend to registration statements that are filed publicly on EDGAR. As a reminder, the submission of confidential draft registration statements prior to public filing is available for initial registrations and for follow-on registrations within 12 months of the effectiveness of the initial registration. Please see our earlier client publication, SEC to Permit Confidential Submission of Draft Registration Statements for All IPOs and Spin-Offs, Including by Non-EGCs, for more information.

  • The New EU Prospectus Regulation

    29 Aug 2017

    On 30 June 2017, a new EU prospectus regulation (the “New Prospectus Regulation”) was published in the Official Journal of the European Union. The New Prospectus Regulation will, through a phased implementation, repeal and replace the existing EU Prospectus Directive (Directive 2003/71/EC), which has governed securities offerings in the EU since 2005. The regulation comes into force on 20 July 2017 although many of its provisions will become effective later, as set out below. As it is an EU regulation, the New Prospectus Regulation will have direct effect in EU member states without the need for national implementing legislation. It will also apply to EEA member states.

  • DOL Seeks Further Delay of ‘Fiduciary Rule’ Exemptions

    10 Aug 2017

    On August 9, 2017, the Department of Labor notified the District Court of Minnesota that it had submitted to the Office of Management and Budget amendments that would delay until July 1, 2019 the applicability of three prohibited transaction exemptions related to the DOL’s “fiduciary rule”: the (i) Best Interest Contract Exemption, (ii) Principal Transaction Exemption and (iii) PTE 84-24. The fiduciary rule became applicable on June 9, 2017, following a sixty-day delay of its initial applicability date of April 10, 2017.

  • Governance & Securities Law Focus: Latin America Edition

    Aug 2017

    This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the second quarter of 2017 that may be of interest to Latin American corporations.

  • Governance & Securities Law Focus: Asia Edition, July 2017

    July 2017

    In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.

  • CHOICE Act 2.0 Passes the House: What Is the ‘CHOICE’?

    20 Jul 2017

    On June 8, 2017, the House of Representatives passed an amended version of H.R. 10, the Financial CHOICE Act of 2017, or CHOICE Act 2.0, which scales back or eliminates many of the post-crisis financial reforms that were promulgated by the Dodd-Frank Wall Street Reform and Consumer Protection Act including, for example, the Volcker Rule, the authority of the Financial Stability Oversight Council to designate systematically important financial institutions, and the orderly liquidation authority. In addition, CHOICE Act 2.0 proposes a number of capital market reforms directed at easing the regulatory burden on smaller issuers. The passage of CHOICE Act 2.0 represents a significant step towards financial regulatory reform that the Republican leadership has been calling for since the passage of the Dodd-Frank Act.

  • Governance & Securities Law Focus: Europe Edition, July 2017

    Jul 2017

    In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.

  • SEC to Permit Confidential Submission of Draft Registration Statements for All IPOs and Spin-Offs, Including by Non-EGCs

    30 Jun 2017

    On June 29, 2017, the SEC’s Division of Corporation Finance announced that, beginning on July 10, 2017, it will permit confidential submissions of draft registration statements for all initial public offerings (IPOs), including by issuers that do not qualify as emerging growth companies (EGCs) under the JOBS Act. The Division of Corporation Finance posted FAQs addressing preliminary questions regarding the process and scope of the expanded procedures.

  • DOL Announces No Further Delay to Implementation of the ‘Fiduciary Rule’

    31 May 2017

    On May 22, 2017, Secretary of Labor Alexander Acosta announced that the DOL has found no “principled legal basis” to further delay the June 9, 2017 applicability date of its “fiduciary rule.”[1]

  • Governance & Securities Law Focus: Latin America Edition

    May 2017

    This newsletter provides a snapshot of the principal US and selected international governance and securities law developments during the first quarter of 2017 that may be of interest to Latin American corporations and financial institutions.

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