On July 8, 2026, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (the “No-Action Letter”) in response to an incoming letter submitted on behalf of UBS Group AG (the “Incoming Letter”), addressing the application of the U.S. Securities Act
SEC Issues Exemptive Order Expanding Availability of Five-Business Day Tender Offer Relief for Non-Convertible Debt Securities
On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order (the “2026 Exemptive Order”) allowing certain qualifying tender or exchange offers for non-convertible debt securities to remain open for a minimum of five business days, instead
Division of Corporation Finance Issues Exemptive Order for Certain Tender and Exchange Offers for Non-Convertible Debt Securities; Supersedes 2015 No-Action Letter
On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order (the “2026 Exemptive Order”) granting relief for certain tender and exchange offers for non-convertible debt securities from the requirement that such offers remain open
What’s the Deal: Regulation M: A Refresher and Update
- An Overview of Reg M
- Revisiting Areas of Concern
SEC Issues Exemptive Relief Permitting 10 Business Day Tender Offers for Equity Securities
On April 16, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order allowing certain qualifying tender offers for equity securities to remain open for a minimum of 10 business days, instead of the 20 business days required under the Securities Exchange Act of 1934 (the
Demystifying Eurobonds
October 16, 2025
Mayer Brown LLP, 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.
The Eurobond market presents an opportunity for issuers to access a broader global market, diversify their funding sources, and attract a wide range of investors across more than 120 jurisdictions. Investors can benefit from the
Understanding the Requirements Related to the Use of Non-GAAP Financial Measures
- The SEC continues to scrutinize non-GAAP financial measures, with frequent comment letters on their use. Principal areas of SEC concern, in
Rulemaking Petition Seeks Regulation M Rule 105 Amendment
On September 16, 2025, the Alternative Investment Management Association (“AIMA”) filed a rulemaking petition with the US Securities and Exchange Commission (the “SEC”) requesting that the SEC amend Rule 105 of Regulation M (“Rule 105”).
Rule 105 governs short selling before a registered offering of equity securities and concerns short sales effected shortly before the
What the New Foreign Entity Rules Mean for Debt Financing When Clean Energy Tax Credits Are at Play
The U.S. government has been steadily tightening rules relating to who can benefit from clean energy incentives. The One Big Beautiful Bill Act (OBBBA) is the latest step, and it makes one thing crystal clear: if your company has ties to certain foreign governments, your access to federal tax credits could be at risk and
Convertible Bonds: An Issuer’s Guide
Our Convertible Bonds: An Issuer’s Guide is available to download. The guide has been updated to include a discussion relating to European and US issuers.
The convertible bond market has been active as companies refinance converts issued during the pandemic. Driven by a high interest rate environment and ongoing macroeconomic uncertainty, companies issued over $86