This practice note discusses lock-up agreements between underwriters or placement agents, on the one hand, and issuers and their directors, officers, and control persons, on the other, in connection with offerings of securities.
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You are an issuer, investment adviser, or broker-dealer. You want to communicate to the public about securities. Should you (a) type a letter and drop it in the mailbox; (b) chisel out a prospectus on two stone tablets; or (c) use social media?
If you chose (c),
If you walk like a bank and talk like a bank, are you really a “bank”? What are Section 3(a)(2) bank note programs, and which issuers are eligible to use them? Why do national banks exempt from registration under the Securities Act still have to follow the OCC’s securities offering disclosure rules? Find the answers
Published by The Business Lawyer, the quarterly journal of the American Bar Association, the 2021 Annual Review of Federal Securities Regulation (the “Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal securities law, regulation,
This practice note discusses recent U.S. Tariff Policies that potentially have wide-ranging consequences for domestic and international trade and the capital markets. In a period marked by increased globalization and international trade, the uncertainties brought about by the aggressive tariff policies of former President Trump are leaving companies and investors wary of the direct and
This practice note examines recent market trends regarding medium-term note programs (MTN programs), providing an overview of the market in 2020 and 2021 with a focus on general deal structure and process, and disclosure trends.
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This practice note identifies cybersecurity risk disclosures that offer detailed discussions on the potential reputational, financial, or operational harm resulting from cybersecurity breaches as well as the potential litigation or regulatory costs, policies, and procedures in addressing cybersecurity risks. This piece concludes with practical advice on how to prepare and enhance the required disclosures on
This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its industry, and the type of filing are also provided in each sample disclosure for reference. This piece concludes with recommendations on how to enhance Brexit-related
We are pleased to announce our latest resource, Writing on the Wall, offering explanations and definitions for over 800 securities, capital markets, derivatives, structured finance and financial services terms and phrases.
Access the glossary at www.writingonthewall.com, or wherever you see our icon, and suggest new terms to be added.
As part of the Securities and Exchange Commission’s amendments to the exempt offering framework, which amendments became effective in March 2021, the SEC, among other things, aligned the bad actor disqualification provisions in Regulation A, Regulation D, and Regulation CF. Our updated resource provides an overview of the bad actor disqualification provisions applicable in connection