Since January 2018, the present U.S. administration has imposed a series of tariff policies (U.S. Tariff Policies) that potentially have a wide range of consequences. In this Lexis Practice Advisor® Practice Note, partner Anna Pinedo and associates Martin Estrada and Gonzalo Go discuss disclosure trends related to U.S. Tariff Policies.

October 23–26, 2018

Fort Mason Center for Arts & Culture
2 Marina Blvd.
San Francisco, CA 94123

SOCAP is the world’s leading conference activating the capital markets to drive positive social and environmental impact – convening the marketplace at the intersection of money and meaning. The conference brings together impact investors, social entrepreneurs, philanthropists, business leaders and other innovators from across the world in a unique cross-sector approach to catalyze collaboration for change.

Partner Anna T. Pinedo will speak on the “Linking Philanthropic Funding to Impact Performance: A Case Study” panel on Day Three of the conference. This session will include a discussion with the inventors and participants of the first ever Impact Security deal. The Impact Security represents a powerful new way to fund impact using a standardized financial product that explicitly links capital with impact. NPX developed the financial product to benefit all three participants – nonprofits, donors and investors. The first deal, benefiting the nonprofit The Last Mile, launched in May 2018 and included 27 top philanthropists and foundations.

For additional information, please visit the event website.

The Securities and Exchange Commission recently released its Strategic Plan for fiscal years 2018 to 2022.  The plan identifies three goals.  The first goal is to focus on the long-term interests of Main Street investors.  In order to accomplish this objective, the SEC intends to: enhance its outreach and educational efforts; pursue enforcement initiatives related to retail investor misconduct, including microcap fraud; modernize disclosure requirements and the EDGAR system; and promote investment options for retail investors by expanding the number of companies that are SEC-registered and exchange-listed. The second goal relates to enhancing data security.  To further this goal, the SEC will focus on ensuring that market participants are engaged in managing cybersecurity risks.  The third goal is to invest in the SEC’s analytical capabilities and human capital development.  The SEC intends to continue to expand the use of risk and data analytics in detecting improper behavior and bringing enforcement proceedings.

On October 1, 2018, a public petition was filed with the US Securities and Exchange Commission for a rulemaking on environmental, social and governance (ESG) disclosure. The Petition was authored by two law professors and signed by investors and associated organizations representing more than $5 trillion in assets under management.

This Legal Update outlines what the petition’s authors are requesting—and why.

In recent comments, Commissioner Peirce shared her views on the role of the Securities and Exchange Commission in expressing a view regarding mandatory arbitration provisions. Commissioner Peirce noted that, in her opinion, the SEC does not have grounds to object to mandatory arbitration provisions. She noted that the Federal Arbitration Act “directs federal agencies to respect private contracts that favor arbitration.” To the extent that a corporate charter or bylaws are viewed as private contracts, the Federal Arbitration Act would seem to limit the authority of the SEC to prohibit a mandatory arbitration provision that is otherwise permissible under applicable state law. The Commissioner noted that it has been reported in the past that the Staff of the SEC has not allowed domestic registrants with mandatory arbitration provisions in their charters to have declared effective their IPO registration statements. She notes that if the Staff were to recommend that the SEC prohibit another company from registering an offering because of a mandatory arbitration provision in the future, the Commissioner would want to understand the basis for such view. Despite various statements from Chair Clayton to the effect that the SEC is not actively considering its position on mandatory arbitration, Commissioner Peirce’s comments seem to suggest that mandatory arbitration provisions remain a topic of discussion.

An at-the-market (ATM) offering is an offering of an issuer’s securities into the existing trading market for such securities at publicly available bid prices. An issuer’s internal legal team and outside counsel play critical roles in properly documenting an ATM offering. In this Lexis Top 10 Practice Tips: At-The-Market Offerings, we provide 10 practice tips that can help attorneys effectively and efficiently assist with an ATM offering.

Wednesday, October 17, 2018
1:00 p.m. – 2:00 p.m. EDT

During this session, Partners Michael L. Hermsen and Anna T. Pinedo will review the accommodations available to foreign private issuers, or non-U.S. domiciled companies, that choose to access the U.S. capital markets. We will discuss assessing a company’s status as a foreign private issuer, the initial registration and ongoing disclosure requirements for foreign private issuers, liability considerations, and related topics. The speakers also will address recent developments significant to foreign private issuers, including:

  • Staff guidance regarding the foreign private issuer definition;
  • Areas of focus for SEC comments in anticipation of upcoming 20-Fs and 40-Fs, including cyber security matters;
  • Disclosure simplification;
  • Exhibits, HTML and XBRL for foreign private issuers and IFRS filers; and
  • Areas of likely SEC focus in the coming months.

Wolters Kluwer will provide CLE credit. For more information, or to register for this session, please visit the event website.

Structuring a transaction that addresses an issuer’s capital structure, including its debt obligations, financial and other covenant limitations, and debt maturity profile, involves compromise in some cases. An appropriate liability management transaction that considers the issuer’s objectives and also provides sufficient incentives for existing security holders can be a delicate balancing exercise.

The topic is timely as in the years following the financial crisis, low interest rates lead issuers to take on cheap debt, with some later refinancing through liability management transactions. Debt management exercises are expected to increase in the years to come.

In the International Financial Law Review‘s publication, Structuring Liability Management Transactions, Mayer Brown lawyers provide a summary of the US legal framework, including guidance provided in numerous no-action letters issued over many years, applicable to debt repurchases, tender offers and exchange offers. They also present some of the main regulatory and tax considerations that should be taken into account when determining the best approach.

To download a copy of the publication, please click here.  If you or your colleagues would like hard copies of the publication, please click here. 

Tuesday, October 16, 2018

The Fairmont Royal York
100 Front Street West
Toronto, ON M5J 1E3
Canada

Please join Mayer Brown Partners Thomas A. Humphreys,  Anna T. Pinedo, Jerome J. Roche, and Donald S. Waack for one (or both) of the following presentations.

During the first session, we will provide an overview of the most significant regulatory changes and proposed amendments affecting financial institutions, with a focus on non-US-domiciled banks doing business in the United States. As year-end approaches, we’ll also share our views on what to expect in the months to come as mid-term elections approach. During our session, we will review the changes that have come as a result of actions taken by the banking agencies, including proposed amendments to the Volcker Rule and the proposed stress capital buffer. We will also address the changes contained in the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act. We will also provide some perspective on the additional changes that should be expected in the near term.

During the second session, our discussion will focus principally on the below aspects of the US Tax Cuts and Jobs Act of 2017.

Session 1: Financial Services Regulatory Reform
10:30 a.m. – 12:00 p.m.

  • The Economic Growth, Regulatory Relief, and Consumer Protection Act and the tailoring of regulatory requirements;
  • The likely approach for foreign banking organizations;
  • Amendments proposed by the agencies to the Volcker Rule;
  • Single-counterparty credit exposures; and
  • Other proposed and anticipated changes.

Session 2: US Tax Reform and Cross-Border Impacts
12:30 p.m. – 2:00 p.m.

  • Base Erosion Anti-Abuse Tax;
  • New US limits on business interest expense deductions; and
  • New US treatment of US investments in non-US countries, including Canada
    –Participation exemption
    –GILTI

To register, please visit our event website.

Thursday, October 10, 2018
1:00 p.m. – 2:00 p.m. EDT

This webinar provides all the basics a lawyer needs to be conversant in and familiar with the Commodity Exchange Act and the regulatory framework for futures, commodity options, swaps, and retail foreign exchange. Partner Anna T. Pinedo and Partner Curtis A. Doty will discuss topics including:

  • The jurisdiction of the Commodity Futures Trading Commission (CFTC);
  • Who are the registrants and what authority does the CFTC have over them? What role do the Securities and Exchange Commission and other regulators have?;
  • The regulation of swaps post Dodd-Frank;
  • Commodity pool definition and status as a commodity pool operator; and
  • An overview of recent changes to swaps regulation.

PLI will provide CLE credit.

For more information, or to register, please visit the event website.