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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…

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…

In an April 5, 2022 letter, 25 trade associations jointly criticized recent US Securities and Exchange Commission (SEC) rulemakings and requested that the SEC provide longer, more appropriate comment periods (and more meaningful opportunity for comment-making) for its “ambitious” regulatory agenda.

Noting over 50 substantive areas of current SEC rulemaking efforts and that many…

On March 23, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to remove references to credit ratings from Regulation M, replace them with alternative measures of creditworthiness and impose related recordkeeping obligations on broker-dealers (the “Proposal”). Our Legal Update discusses key elements of the SEC’s Proposal.

Read the complete Legal Update.

In its 2022 Examination Priorities, issued on March 30, 2022, the Division of Examinations (“Division”) of the US Securities and Exchange Commission (“SEC” or “Commission”) uses the term “greenwashing” for the first time, as it outlined ESG as an area of continued focus for the Division.

Specifically, the Division stated that it will continue…

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies (“SPACs”) in connection with their initial public offerings (“IPOs”) and subsequent de-SPAC transactions. Comments on the Proposed Rules are due 30 days after…

During the 2022 NAREIT REITwise conference, Mayer Brown partner Christina Thomas was interviewed to provide context regarding the US Securities and Exchange Commission’s (“SEC”) proposed rule changes and what’s behind the impetus for more robust disclosures. Christina also talked about how the SEC has discussed updating human capital management disclosure rules, in addition to…

On March 30, 2022, the SEC announced proposed rules regarding SPACs and the use of projections. The proposed rules would require expanded disclosures regarding SPAC sponsors, conflicts of interest and dilution and require additional disclosures in de-SPAC transactions, including with respect to the fairness of the transaction to the SPAC’s investors. The target company in…

April 6, 2022 Webinar
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After much anticipation, on March 21, 2022, the US Securities and Exchange Commission (“SEC”) voted to propose rules that would require extensive reporting by public companies of climate change-related disclosure and related attestation, if adopted. In a departure from existing “principles-based” disclosure requirements rooted in materiality, the SEC…

The SEC, today, proposed amendments that would remove the investment grade rating exemptions from Rules 101(c)(2) and 102(d)(2) of Regulation M. The Dodd-Frank Wall Street Reform and Consumer Protection Act called for the SEC to review its rules that used credit ratings as an assessment of credit-worthiness and to replace those references with other appropriate…