In this MB Microtalk video, Mayer Brown’s Ryan Castillo discusses the SEC’s recent amendments to Regulation M, which remove references to credit ratings from Regulation M, replace them with alternative measures of credit worthiness, and impose related recordkeeping requirements on broker-dealers.
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This practice note discusses 10 practice points that can help you, as counsel to a special purpose acquisition company (SPAC) or its placement agent, execute a private investment in public equity (PIPE) transaction alongside a SPAC business combination transaction. A SPAC is a public shell company that uses proceeds from its initial public offering (IPO)
On June 7, 2023, the US Securities and Exchange Commission (the “SEC”) unanimously adopted final rules amending Regulation M (the “Final Rules”) to remove its references to credit ratings, replace them with alternative measures of creditworthiness and impose related record-keeping obligations on broker-dealers. The SEC had previously proposed amendments to Regulation M (the “Proposed Rules”)
During this morning’s open meeting of the US Securities and Exchange Commission (“SEC”), the Commissioners unanimously voted to adopt amendments to remove references to credit ratings from Regulation M, and replace these with alternative standards of creditworthiness. The existing exceptions in Rules 101 and 102 of Regulation M for certain investment grade rated securities will
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
In this brief Practical Guidance video, Mayer Brown partner, Ryan Castillo, offers practice pointers that can help in reviewing and negotiating comfort letters. Watch the full video.
To learn more, also see the Practical Guidance piece, Top 10 Practice Tips: Comfort Letters.
Underwriting agreements and purchase agreements typically require the delivery of one or more comfort letters as a condition to pricing and closing a securities offering. In this brief Practical Guidance video, Mayer Brown partner, Ryan Castillo, discusses practices pointers that can help in reviewing and negotiating comfort letters. Watch the full video.
To learn
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?
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
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.