Due Diligence

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This practice note discusses conducting due diligence interviews for a securities offering, which are meetings or calls among the underwriters, their counsel, the issuer, and other parties to discuss the issuer’s business, operations, and financial results. The purpose of these interviews is to help the underwriters perform a reasonable investigation, ensure the accuracy and completeness…

This practice note explains the due diligence process for an unregistered offering of debt securities that relies on Rule 144A and/or Regulation S under the Securities Act of 1933. Due diligence is a critical component of the offering, as it helps the initial purchasers and the issuer to assess the legal, business, and reputational risks…

August 7, 2023 Webinar

3:00 p.m. – 4:00 p.m. EDT

Register here.

The Financial Industry Regulatory Authority, Inc. (“FINRA”) recently issued Regulatory Notice 23-08 which provides supplemental and updated guidance for FINRA members conducting private placements of securities. The notice reminds FINRA members of their obligations in light of changes in the legal and…

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of both expected. It carries with it reputational, regulatory and litigation risks for which companies should be prepared. Whilst the risks…

On 10 November 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). The EU Council is expected to adopt the CSRD on 28 November 2022, after which it will be published in the Official Journal. The CSRD will then enter into force 20 days after publication and EU member states will have 18…

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…

May 18, 2022 Webinar
1pm – 2pm EDT
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Join Mayer Brown partners Claire Ragen and Adam Kanter to hear diverse perspectives on the potential impact of the US Securities and Exchange Commission’s (SEC) recent proposed rules on private fund investors and sponsors. Topics will include potential considerations for investors and sponsors on…

On July 13, 2021, the US Securities and Exchange Commission (“SEC”) announced charges against a special purpose acquisition company (“SPAC”), the proposed merger target company in the space transportation industry, each company’s CEO, and the SPAC’s sponsor. The charges were announced in connection with misleading statements made by the SPAC and target company to its…

As we have previously blogged, public companies are now required to describe critical audit matters (CAMs) in their publicly filed auditor reports.  CAMs inform investors and other financial statement users of matters arising from the audit that required especially challenging, subjective, or complex auditor judgment, and how the auditor responded to those matters.  As such,…

With the advent of the COVID-19 pandemic, there are numerous issues to contemplate in M&A due diligence. For one, parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely virtually. In this Legal Update, we provide a summary of many of…