What do bankruptcy, mine safety violations, change in control and asset acquisition have in common? Each may trigger a public company’s obligation to file a Form 8-K. All U.S. reporting companies are responsible for filing Forms 8-K with the SEC to disclose recent material transactions or occurrences. What reportable events trigger a Form 8-K filing?
Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. Lock-up
SEC Proposes to Remove Credit Ratings References from Regulation M
On March 23, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to remove references to credit ratings from Regulation M, replace them with alternative measures of creditworthiness and impose related recordkeeping obligations on broker-dealers (the “Proposal”). Our Legal Update discusses key elements of the SEC’s Proposal.
Read the complete Legal Update.
Debt capital markets in the United States: regulatory overview (Global Guide 2020)
This guide provides an overview of the debt capital markets, market activity, legal and regulatory requirements applicable to debt offerings in the United States, and recent developments affecting the debt capital markets.
A Deep Dive Into Capital Raising Alternatives: IFLR’s New Book and Free Webinars
In the International Financial Law Review’s latest publication, A Deep Dive Into Capital Raising Alternatives, Mayer Brown provides context on the changes in market structure and market dynamics that led to the enactment of the JOBS Act. Specifically, the trend for many private companies to remain private longer, defer or dispense with traditional
PIPE Transactions in Connection with SPAC Initial Business Combinations
More and more SPACs are choosing to undertake PIPE transactions in connection with their initial business combinations. The capital raised in the PIPE transaction, which closes concurrent with the closing of the initial business combination, helps to mitigate the risks associated with potential SPAC stockholder redemptions. In addition, as SPACs undertake larger initial business combinations,
Top 10 Practice Tips: Lock-Up Agreements
This practice note provides 10 practice points to consider in drafting and negotiating lock-up agreements. In connection with securities offerings, the underwriters or placement agents generally negotiate a lock-up agreement with the issuer, as well as with the issuer’s directors, officers, and, in the case of initial public offerings, control persons and other stockholders. The
SEC Amends Requirements for Statistical Disclosures for Bank and Savings and Loan Registrants, Replacing Industry Guide 3
On September 11, 2020, the U.S. Securities and Exchange Commission (SEC) adopted, in substantially the form it had proposed, amendments to the requirements for statistical disclosures that bank and savings and loan registrants provide to investors.
The rules rescind Industry Guide 3, Statistical Disclosure by Bank Holding Companies (Guide 3); codify certain Guide 3 disclosures
President’s Working Group on Financial Markets Releases Report on Protecting U.S. Investors from Significant Risks from Chinese Companies
On August 6, 2020, the President’s Working Group on Financial Markets (“Working Group”) released its Report on Protecting United States Investors from Significant Risks from Chinese Companies (“Report”). The Working Group is chaired by the Secretary of the Treasury, and includes the Chairman of the Board of Governors of the Federal Reserve System, the Chairman
Top 10 Practice Tips: Comfort Letters
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter delivered by an issuer’s independent accountants to the underwriters or initial purchasers that provides certain assurances with respect to financial information