The Securities and Exchange Commission will host an open meeting on March 22, 2023 at 10 a.m, which will be open to the public via webcast on the SEC website.  The Division of Investment Management will present on Enhancing Private Fund Reporting.  The Commission will consider whether to adopt amendments to Form PF, the confidential reporting form, in order to require current reporting for certain private fund advisers and revise certain reporting requirements.

The Division of Trading and Markets will propose Electronic Submission of Certain Materials Under the Exchange Act; Amendments Regarding the FOCUS Report.  The Commission will, among other things, consider requiring electronic filing on EDGAR for numerous forms, notices and reports required under the Exchange Act for broker-dealers.

The full meeting agenda can be found here.

Welcome to the first edition of our Capital Markets: Insight series – our view on the important topics and trends affecting the debt capital markets.

In this briefing, we take a look at the basics of “Reverse Yankees” – when and why they might be an attractive funding choice and the documentary options for coming to market. 

  • A bond issued by a US issuer outside of the US and denominated in a currency other than US dollars (typically, euro or sterling).
  • Issuers tend to be, but are not exclusively, higher rated credits.
  • The market is large and has grown over the past 10 years, albeit not always consistently.
  • In the euro corporate market, US borrowers accounted for €52bn of issuance in 2021 or just over 17% of overall supply.

Read more here.

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i) failing to disclose perks provided to Furman and certain other Greenbrier executives, and (ii) failing to disclose compensation Furman received from Greenbrier’s use and charter of Furman’s private plane for travel by company executives and Furman.

The SEC found that Furman owned a private plane, which he leased to an aircraft management company to charter to third parties on his behalf.  During fiscal years 2017 to 2021, Greenbrier paid the management company approximately $3 million to charter Furman’s plane for business-related travel, but Greenbrier did not disclose that Furman received approximately $1.6 million of that amount.  The SEC also found that Greenbrier failed to disclose approximately $320,000 in perks provided to Furman and Greenbrier executives mostly for travel related expenses.

Public companies are required to disclose executives’ financial interest in company transactions and to accurately record executives’ perks.  By failing to adequately disclose executives’ financial interest in various transactions, the SEC concluded that Greenbrier and Furman violated negligence-based antifraud and proxy provisions of the federal securities laws, and that the company had insufficient internal accounting controls.  Greenbrier and Furman agreed to pay civil penalties.  See the orders here and here.

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the capital markets or limitations on money market or commercial paper facilities. Resulting liquidity constraints may entail difficult decisions, including prioritizing the uses of limited cash. The constituents of many companies may be affected, including employees, suppliers, lenders and customers. The effects will impact shareholders.

Companies must also be diligent in ensuring their continued compliance with federal securities laws. In light of increased market volatility and uncertainty following the receivership of Signature Bank and Silicon Valley Bank, Securities and Exchange Commission (SEC) Chair Gary Gensler gave a statement on March 12, 2023 that the SEC was “particularly focused on monitoring for market stability and identifying and prosecuting any form of misconduct that might threaten investors, capital formation, or the markets more broadly.”

Read the complete Legal Update.

March 13, 2023 Webinar

10:30 a.m. – 11:30 a.m. EDT, 4:30 p.m. – 5:30 p.m. IL

Join Mayer Brown Financial Services Regulatory & Enforcement partners, Jeffrey Taft and Matthew Bisanz, and Banking & Finance partner, Meir Dominitz, together with ERM Finance and Banking partner, Amnon Epstein, for an interactive discussion on the legal questions and financial implications triggered by Silicon Valley Bank’s collapse, and the impact on US and Israeli players in the market.

Zoom Connection Details:

Please click the link to join the webinar:

Passcode: 715118

Dial by phone (audio-only):

US: +1 646 876 9923

Israel: +972 3 978 6688

Webinar ID: 991 5267 9862

International numbers available:

Securities and Exchange Commission Chair Gensler released a succinct statement on March 12, 2023:  “In times of increased volatility and uncertainty, we at the SEC are particularly focused on monitoring for market stability and identifying and prosecuting any form of misconduct that might threaten investors, capital formation, or the markets more broadly. Without speaking to any individual entity or person, we will investigate and bring enforcement actions if we find violations of the federal securities laws.”

We will release a client alert shortly highlighting concerns for directors and officers, and for companies generally, on disclosure related considerations, as well as liability issues, which may arise in connection with recent events.

In this MB Microtalk video, Mayer Brown partner, Brian Hirshberg, discusses the recent amendments to each of the NYSE and the Nasdaq direct listing rules, which are designed to increase pricing flexibility and allow direct listings to be a more viable alternative for companies going forward.

Visit our MB Microtalk page for more topics and talks.

March 29, 2023 Hybrid

5:00 pm – 6:00 pm ET

Register here.

The ESG movement has generated significant changes in the environmental, social and governance practices of many public companies and their investors. Yet the movement now faces rising resistance that could stall or reverse its achievements. Amid intensifying debate, it pays to take stock not only of the concept and meaning of ESG but of some transcendent principles sometimes lost in the discussion, particularly how the best boards and shareholders add value. Join William D. Cohan and Lawrence A. Cunningham as they assess the current state and future direction of ESG and corporate governance in a fireside chat moderated by Anna T. Pinedo.

This event will take place at Mayer Brown’s New York office with an option to join via Zoom.

Learn more about our guest speaker:

William D. Cohan is a best-selling business author, most recently of Power Failure: The Rise and Fall of an American Icon, financial journalist, former M&A banker, and founding partner of Puck News. Mr. Cohan is a regular contributor to the New York Times, AirMail, Financial Times, and CNBC, and was formerly a Special Correspondent for Vanity Fair.

Visit Across the Board for more views on emerging issues in corporate governance.