On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended. If adopted, the Proposal would significantly increase the compliance obligations of advisers to “private funds” and would fundamentally reorder the relative rights,
J. Paul Forrester
The US Moving Toward Adopting New Climate Disclosures
On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks. According to the White House readout of the meeting, the regulators said “they were making steady progress” on implementing President Biden’s executive order on climate-related risk. The…
The New York LIBOR Legislative Solution Becomes Law
By Bradley Berman & J. Paul Forrester on
Posted in LIBOR
On April 7, 2021, the proposed New York “legislative solution” for legacy USD LIBOR contracts became Article 18-C of the New York General Obligations Law. Article 18-C is primarily aimed at USD LIBOR contracts, securities or instruments (e.g., floating rate notes (“FRNs”), loans, securitizations and mortgages) with the 2006 ISDA Definitions LIBOR fallbacks,…
SEC Announces the Creation of a Climate and ESG Task Force
The past few weeks have seen a flurry of ESG-related announcements coming from the SEC Acting Chair and staff. The most recent press release announced that the SEC has created a Climate and ESG Task Force in the Division of Enforcement:
[T]he Climate and ESG Task Force will develop initiatives to proactively identify ESG-related misconduct. …
SEC Acting Chair Directs Staff to Enhance Focus on Climate-Related Disclosure
On February 24, 2021, Acting Chair of the US Securities and Exchange Commission (“SEC”), Allison Herren Lee, announced that the agency will be focusing on public companies’ climate change disclosures as part of an effort to both assess current compliance with federal securities laws and develop new disclosure requirements for climate change. Specifically, she stated…
ICMA Issues Climate Transition Finance Handbook and FAQs
By J. Paul Forrester on
Posted in ESG
On December 9, 2020, the International Capital Market Association (ICMA) released its Climate Transition Finance Handbook (Handbook) and related Q&As to guide issuers in connection with the issuance of:
- “Use of proceeds” bonds, in line with the Green and Social Bond Principles or Sustainability Bond Guidelines; and
- General corporate purpose bonds, in line with
…
SEC’s OCIE to Begin LIBOR Preparedness Exams
On June 18, 2020, the Office of Compliance, Inspections and Examinations of the US Securities and Exchange Commission announced in a risk alert that it will conduct examinations of SEC-registered investment advisers, broker-dealers and investment companies, among others, to assess their preparedness for LIBOR’s expected discontinuation.
Read our Legal Update.
US ARRC Publishes Updated Best Practices Guidance, Provides Some Detail for Certain Milestones, But Retains YE 2021 Deadline
By J. Paul Forrester on
Posted in LIBOR
Yesterday, May 27, 2020, the US Alternative Reference Rates Committee (ARRC) published updated best practices guidance, including a summary factsheet, complete best practices guidance and a graphical timeline. While the updates cover more market participants and include some additional details for certain interim milestones (including various end dates for specified products by which LIBOR usage…
Millennium Health Judge Finds Loans at Issue Not Securities, Dismisses Related Blue Sky Claims; US Leveraged Loan Market Breathes a Sigh of Relief
By J. Paul Forrester on
Posted in Securities Enforcement, Securities Litigation
On Friday, May 22, 2020, in the closely watched Millennium Health case, Judge Gardephe issued a Memorandum Opinion and Order granting the defendants’ motion to dismiss, including the six causes of action in the plaintiff’s petition under the securities laws of California, Colorado, Illinois and Massachusetts, and holding that the leveraged loans at issue were…
SEC’s Securities Offering and Communications Reforms for BDCs and Closed-End Funds
This Lexis Practice Advisor: First Analysis article discusses the final rule amendments adapted by the U.S. Securities and Exchange Commission (SEC) that modernize the offering related provisions of the Securities Act of 1933, as amended (the Securities Act), and the communications safe harbors available to business development companies (BDCs) and closed-end funds (CEFs), including interval…