On August 29, 2023, US federal banking regulators issued a proposal for long-term debt (“LTD”) requirements on certain midsize and larger US banking organizations (the “LTD Proposal”). The LTD Proposal is important because it would require many regional and larger banking organizations to issue significant amounts of LTD. In this Legal Update, we provide background
FCA Synthetic LIBOR Announcement
On April 3, 2023 the U.K. Financial Conduct Authority (“FCA”) announced that it will require the administrator of U.S. dollar LIBOR to continue to publish one, three and six-month U.S. dollar LIBOR settings until September 30, 2024, using an unrepresentative synthetic methodology (“synthetic USD LIBOR”). Each synthetic USD LIBOR tenor will be the same as
FINRA Releases 2023 Report on Its Examination and Risk Monitoring Program
On January 10, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) released its 2023 Report on FINRA’s Examination and Risk Monitoring Program (the “Report), available at: 2023 Report on FINRA’s Examination and Risk Monitoring Program. The Report details findings from FINRA’s recent oversight activities of the FINRA Member Supervision, Market Regulation and Enforcement programs.
Fed Adopts Final Rule Implementing the Adjustable Interest Rate (LIBOR) Act
On December 16, 2022, the Board of Governors of the Federal Reserve System adopted final rule 12 C.F.R. Part 253, “Regulation Implementing the Adjustable Interest Rate (LIBOR) Act (Regulation ZZ)” (“Rule 253” or the “Final Rule”). Rule 253 identifies SOFR-based benchmark rates that will replace U.S. dollar LIBOR in certain financial contracts after June 30
What’s the Deal? – Structured Certificates of Deposit
Structured certificates of deposit – they look and feel like structured notes, but there are important differences, and traps for the unwary. Are they securities, or not? How does a structured CD program differ from a medium-term note program? Read our new What’s the Deal? – Structured Certificates of Deposit guide to find the answers
SEC Proposes to Exorcise the Investment Grade Rating Exemption from Regulation M
The SEC, today, proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to review its rules that used credit ratings as an assessment of credit-worthiness and to replace those references with other appropriate
What’s the Deal? – Regulation S
Regulation S – it’s all about the definitions. US persons, distribution compliance periods, category 1, category 2, category 3, offshore transactions, directed selling efforts… where does it end? It ends at our new What’s the Deal? – Regulation S guide, where you will find clear and succinct answers to many of the questions raised by
New Filing Fee Table Exhibit Requirements Affect All Shelf Takedowns
Effective Monday, January 31, 2022, the filing fee table exhibit requirements changed for many Securities Act and Exchange Act filings. For capital markets practitioners, it is important to know that all Rule 424 final prospectus filings for shelf takedowns from either Form S-3 or Form F-3 will require a separate filing fee exhibit, whether or
Trust Indenture Act of 1939
LexisNexis/Matthew Bender recently published a comprehensive update by Anna Pinedo and Bradley Berman of “The Trust Indenture Act of 1939,” which is Chapter 8 of the Federal Securities Act of 1933 treatise.
Last updated in 2009, the new update adds many practical capital markets oriented tips and analysis to this treatise. A discussion of the
Deciding Among Exempt Offering Alternatives
The Mayer Brown “Deciding Among Exempt Offering Alternatives” comparison chart is now updated to reflect the amendments to various offering exemptions that became effective in 2021. In one easy-to-read presentation, issuers and financial intermediaries can compare the elements of ten different exempt offering alternatives. The chart covers, among other things, dollar limits, filing