This practice note examines some of the common issues and comments that the U.S. Securities and Exchange Commission (SEC) staff may raise in its review of registration statements filed for initial public offerings (IPOs). The note provides guidance on how to prepare the prospectus and respond to SEC staff comments, with a focus on topics
Indenture Drafting for a Rule 144A/Regulation S Issuance
This practice note discusses drafting considerations for an indenture governing debt securities issued in a Rule 144A/Regulation S transaction, with a focus on covenants and transfer restrictions. An indenture is a contract between an issuer of securities and a trustee that defines the terms of the debt securities and the duties of each party. The
Due Diligence Interviews
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
Due Diligence in a Rule 144A Regulation S Offering
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
MB Microtalk: The Corporate Sustainability Reporting Directive
In this MB Microtalk video, Mayer Brown’s Peter Pears discusses the European Union’s Corporate Sustainability Reporting Directive (the “CSRD”). The directive, which for many companies applies from as early as 1 January 2024, creates detailed sustainability reporting requirements, which may apply for both EU and non-EU companies.
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Basel Endgame Resource Center
The US federal banking regulators recently proposed extensive revisions to the regulatory capital requirements, referred to as the Basel Endgame. The July and August proposals – targeted at banks with $100 billion (or more) in assets – are of critical importance, as the amount of capital a bank must maintain with respect to any particular
MB Microtalk: New Requirements for Clawback Policies
In this MB Microtalk video, Mayer Brown’s Ryan Liebl provides an overview of the new requirements for clawback policies for public companies, which require such companies to recoup excess incentive-based compensation awarded or paid to current and former executive officers in the event of a restatement of a company’s financial statements.
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MB Microtalk: BCBS Core Principles
In this MB Microtalk video, Mayer Brown’s Matt Bisanz discusses a recent proposal from the Basel Committee on Banking Supervision regarding revisions to the Core Principles for Effective Banking Supervision. These changes to the Core Principles come on the heels of the recent disruptions in the banking sector.
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Mayer Brown Microtalk: Recent Amendments to Regulation M
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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Business Development Companies: Facts & Stats
In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has significantly increased. Within this growing sector, private and non-traded business development companies (“BDCs”) have outperformed other non-bank lenders in many respects. Since 2020, assets under management by private and non-traded BDCs has increased from approximately $34 billion to approximately $118 billion