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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…

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with links to the full text provided.

Filing Fees

New Question 239.02 explains that, when a well-known season issuer that has registered…

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…

On October 10, 2023, the U.S. Securities and Exchange Commission adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the rules governing beneficial ownership reporting and generally shorten the period for initial and amended filings, clarify requirements for derivative securities and criteria for determining…

The Securities and Exchange Commission will hold an open meeting on October 13, 2023 to consider various matters, including whether to adopt final rules under the Securities Exchange Act of 1934 that would require securities lenders to provide information about the terms of securities lending transactions to a registered national securities association. The SEC also…

Recently, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance provided additional guidance in the form of a new Compliance and Disclosure Interpretation (C&DI) as part of the Regulation AB and Related Rules C&DIs, which we have reprinted below in its entirety, and which relates to the timely filing requirement for Form…

On August 23, 2023, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Rule 15b9-1 under the Securities Exchange Act of 1934 that generally eliminate the exemption from the requirement to become a member of a national securities association – effectively, the Financial Industry Regulatory Authority, Inc. (“FINRA”) – for SEC-registered broker-dealers…

Non-fungible token (“NFT”) issuers and the NFT market will want to take note of the US Securities and Exchange Commission’s (“SEC”) statement this week that NFTs issued by Impact Theory, LLC were “securities” under US federal securities law and the sale of those NFTs without registration or reliance on an exemption from the registration requirements…