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
Top 10 Practice Tips: Debt Tender Offers
These 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability management transactions, including debt tender offers for cash. Indeed, given the current low interest rate environment, companies may consider borrowing new
US Securities and Exchange Commission Division of Examinations 2022 Exam Priorities
On March 30, 2022, the Division of Examinations of the US Securities and Exchange Commission (“SEC”) announced its examination priorities for 2022. This year’s priorities specifically focus on: (i) private funds; (ii) environmental, social and governance investing; (iii) standards of conduct, including Regulation Best Interest, fiduciary duty and Form CRS; (iv) information security and operational
US IRS Releases Final Regulations Addressing IBOR Transition
On December 30, 2021, the Internal Revenue Service (IRS) published final regulations for the IBOR transition. This Legal Update provides background on the principle US federal income tax concern with IBOR-related amendments to existing contracts and an overview of previous IRS guidance aimed at addressing the concern. The Update then discusses the types of modifications
MB Microtalk: SOFR Floating Rate Notes
In this MB Microtalk video, Mayer Brown counsel Brad Berman discusses Secured Overnight Financing Rate (“SOFR”) Floating Rate Notes. This brief video provides an overview and discusses the development of SOFR as a benchmark.
Visit our MB Microtalk page for more topics and talks.
Insights from Chair Gensler on the Rulemaking Agenda
At a recent conference, Securities and Exchange Commission Chair Gary Gensler gave wide-ranging remarks addressing market structure issues, LIBOR and other rates, and the Commission’s regulatory agenda.
Addressing regulatory initiatives relating to public company disclosures, Chair Gensler noted he has asked the Staff to put together recommendations on mandatory company disclosures on climate risk and
IBOR Transition: Current Status of US Federal Tax Guidance
May 12, 2021 Webinar
11:00am – 12:00pm EDT
Register here.
For US federal tax purposes, the main consideration for replacing an interbank offered rate (IBOR) with a fallback rate (or of adding a fallback mechanic to an existing instrument) is that this alteration could result in a deemed exchange of the instrument (with tax
Market Trends 2020/21: Risk Factors
Lexis Practice Advisor
This practice note focuses on recent market trends in risk factor disclosure required in US Securities and Exchange Commission (SEC) filings and provides recent risk factor disclosure examples, covering COVID-19, Brexit, London Interbank Offered Rate (LIBOR) cessation, cybersecurity, and China-based issuers. Additionally, this practice note discusses recent amendments to the description of
The New York LIBOR Legislative Solution Becomes Law
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,
SIFMA’s C&L Virtual Forum
Wednesday, September 23, 2020 and Thursday, September 24, 2020
Click here for more information.
The firm is proud to sponsor the SIFMA Compliance & Legal Virtual Forum, a two-day September event featuring industry leaders’ perspectives on the current regulatory and enforcement environments, lessons learned thus far, and much more.
Marlon Paz will speak on a