Bloomberg Law

Capital Formation Market Trends: IPOs and Follow-On Offerings
This article reviews trends in the initial public offering market, notable alternatives to IPOs, and follow-on offering activity.

New Securities Regulations May Benefit BDCS
Several key regulatory developments and reforms have the potential to significantly help business development companies (closed-end investment management companies that are specially regulated by the Investment Company Act of 1940). This article addresses those developments and how they are expected to impact the BDC industry.

Establishing an Issuer Rule 10b5-1 Plan with an ATM Offering
This article discusses key questions that an issuer may raise in connection with deciding whether to establish a Rule 10b5-1 trading plan in conjunction with the issuer’s at-the-market offering program.

2019 REIT IPO Market Update
The 2019 REIT IPO Market Update discusses recent changes in the REIT IPO landscape, including shifts in the way REITs opt to raise capital; factors contributing to the substantial increase in the value of REIT M&A transactions in 2018; an analysis of REIT sector performance; and the impact of the new tax law on REITs.


Harvard Law School Forum on Corporate Governance and Financial Regulation

Safe Harbor for the Distribution of Research Reports
This article discusses the SEC’s new rule establishing a non-exclusive research report safe harbor (“Rule 139b”) for unaffiliated brokers or dealers that publish or distribute research reports regarding qualifying investment funds.


Insights

COVID-19 Issues for SEC Reporting Companies
The SEC Division of Corporate Finance has issued guidance on disclosure considerations and other securities law obligations related to COVID-19. Public companies should start thinking about their upcoming COVID-19 disclosures in order to allow time for drafting and internal review of appropriate language.


International Financial Law Review

SEC Rulemaking in 2020: What to Expect
SEC chair Jay Clayton has taken most of the mystery out of securities lawyers’ predictions regarding future SEC rulemaking. During his tenure at the SEC, Chair Clayton has revamped the SEC’s rulemaking agenda published under the Regulatory Flexibility Act, often referred to as the “reg flex agenda,” in order to narrow the list of proposed rulemaking actions to those that the SEC reasonably expects to complete within one year. By tailoring the list, there is greater transparency regarding planned actions. As a result, the predictions noted below, which may have lost their crystal-ball like qualities, have a higher probability of coming to pass.


Lexis Practice Advisor® First Analysis

Reopenings: Issuing Additional Debt Securities of an Outstanding Series
This practice note discusses reopenings of debt securities issuances. Companies frequently raise capital by issuing additional debt securities of the same series as debt securities outstanding under an existing indenture, often referred to as “reopening the indenture” or “reopening the series.”

SEC’s Securities Offering and Communications Reforms for BDCs and Closed-End funds
This article discusses the final rule amendments adapted by the SEC that modernize the offering related provisions of the Securities Act of 1933, as amended, and the communications safe harbors available to BDCs and closed-end funds, including interval funds but excluding open-end funds, exchange-traded funds and unit investment trusts. This article also discusses accompanying amendments to Form N-2.

SEC adopts Amendments to Accelerated Filer Definitions: First Analysis
This article discusses the amendments adopted by the SEC to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

SEC Guidance on International Intellectual Property and Technology Risks: First Analysis
This article discusses guidance that the SEC’s Division of Corporation Finance issued in late December 2019 discussing disclosure obligations that companies should consider relating to intellectual property and technology risks associated with international business operations, particularly in jurisdictions that do not have levels of protection comparable to protections for corporate proprietary information and assets in the United States.

SEC Statement on LIBOR Replacement: First Analysis
This article discusses the public statement dated July 12, 2019, made by the SEC’s Division of Corporation Finance, Investment Management and Trading and Markets, and the Office of the Chief Accountant, encouraging market participants to begin the transition away from U.S. Dollar LIBOR, which is expected to cease publication in 2021.

Amendments to the FINRA New Issue Rule (Rule 5130) and Anti-Spinning Rule (Rule 5131): First Analysis
This article discusses recent amendments to FINRA Rule 5130 (Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and Rule 5131 (New Issue Allocations and Distributions), which were originally published for comment in the Federal Register on August 8, 2019 and approved by the SEC on November 5, 2019.

SEC’s Proposed Expansion of Testing-the-Waters Communications: First Analysis
This article discusses a recently proposed rule by the SEC that would expand the permitted use of “testing-the-waters” communications from emerging growth companies (EGCs) only to all issuers, regardless of size or reporting status.

SEC Proposed Changes to Accelerated and Large Accelerated Filer Definitions: First Analysis
This article discusses the proposed amendments issued by the SEC on May 9, 2019 to the accelerated filer and large accelerated filer definitions in Rule 12b-2 (Rule 12b-2) (17 C.F.R. § 240.12b-2) under the Exchange Act.

SEC Proposed Changes to Financial Disclosure Rules for Merger & Acquisition Transactions: First Analysis
This article discusses the amendments proposed by the SEC on May 3, 2019 in connection with financial statement disclosures on business acquisitions and dispositions as required by Regulation S-X’s (17 C.F.R. §§ 210.1-01 – 12-29) Rule 3-05 (Financial Statements of Businesses Acquired or to be Acquired (Rule 3-05)), Rule 3-14 (Special Instructions for Real Estate Operations to be Acquired (Rule 3-14)), Article 11 on Pro Forma Financial Information (Article 11), and other related rules and forms.

IPOs, Follow-On Offerings, Road Shows, and Earnings Guidance: FAQs on Publicity, Communications, and Offers
This article provides answers to questions frequently asked by securities lawyers and their clients regarding the federal securities laws applicable to communications and publicity matters involving companies conducting initial public offerings (IPOs) and other securities offerings under the Securities Act.


Lexis Practice Advisor® Market Trends

Market Trends 2019/20: Brexit Disclosure
This article 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 article concludes with recommendations on how to enhance Brexit-related disclosures and how to make them consistent with the SEC’s expectations. Also access the Market Trends 2018/19 edition of this piece here and the Market Trends 2017/18 edition here.

Market Trends 2019/20: COVID-19 from a Securities Law Perspective
This article discusses capital markets and securities law in the time of COVID-19 and explains how the SEC responded to address the effects of the pandemic, particularly on public companies. This article also highlights key Form 10-K and Form 10-Q matters, including risk factors, MD&A and financial statement issues and examines various financing alternatives for companies considering their options to bolster their capital structure.

Market Trends 2018/19: Business Development Companies
This article discusses recent commercial and regulatory trends affecting BDCs, particularly focusing on various types of securities offerings by public and private BDCs.

Market Trends 2018/19: Commercial Paper
This article provides an overview of the commercial paper market and examines the deal structure and process, deal terms and legal and regulatory trends.

Market Trends 2018/19: Cybersecurity Related Disclosures
This article identifies comprehensive disclosures related to cybersecurity risks.

Market Trends 2018/19: Life Sciences
This article discusses recent trends in life sciences including deal trends with respect to capital markets and mergers and acquisitions (M&A); disclosure trends; legal and regulatory trends; and an outlook for activity in the life sciences sector going forward.

Market Trends 2018/19: Lock-up Agreements
This article discusses the typical length of the lock-up period; lock-up carveouts; lock-up releases; and best practices for pre-IPO private placements. Also access the Market Trends 2017/18 edition of this piece here.

Market Trends 2018/19: Medium-Term Note Programs
This article examines recent trends regarding medium-term note programs (MTN programs), providing an overview of the market in 2018 and 2019 with a focus on general deal structure and process, recent deal terms, and disclosure trends. Also access the Market Trends 2017/18 edition of this piece here.

Market Trends 2018/19: Pay Ratio Disclosure
This article discusses the Securities and Exchange Commission’s pay ratio rulemaking, which was mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, and provide recent pay ratio disclosure examples.

Market Trends 2018/19: Registered Direct Offerings
This article discusses registered direct offerings, providing an overview of the market and covering recent notable transactions, deal structure and process, and legal and regulatory trends. Also access the Market Trends 2017/18 edition of this piece here.

Market Trends 2018/19: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals
This article discusses the SEC’s guidance with respect to shareholder proposals submitted for inclusion in company proxy statements and how such guidance was applied during the 2018 and 2019 proxy seasons.

Market Trends 2018/19: U.S. Tariff Policies
This article discusses disclosure trends related to US Tariff Policies. Also access the Market Trends 2017/18 edition of this piece here.

Market Trends 2017/18: IPO Prospectuses – Avoiding and Responding to Common SEC Comments
This article examines some of the issues most commonly raised in initial SEC comment letters on registration statements filed for IPOs.


Lexis Practice Advisor® Top 10 Practice Tips

Top 10 Practice Tips: Liability Management Transactions
This practice note provides 10 practice tips that can help you as counsel to an issuer seeking to engage in a liability management transaction.

Top 10 Practice Tips: Stock Repurchase Programs
This practice note includes 10 practice tips that may help you, as counsel to a public company or a repurchase agent, in implementing a stock repurchase program on behalf of your client.

Top 10 Practice Tips: At-The-Market Offerings
This practice note discusses the top 10 practice tips for at-the-market (ATM) offerings.

Top 10 Practice Tips: Comfort Letters
This practice note discusses the top 10 practice tips for navigating the task of reviewing and negotiating comfort letters.

Top 10 Practice Tips: Debt Tender Offers
This practice note provides practice points to help you in assisting an issuer with a proposed debt tender offer for cash.

Top 10 Practice Tips: Lock-up Agreements
This practice note covers top 10 practice tips to consider in drafting and negotiating lock-up agreements.

Top 10 Practice Tips: Medium-Term Notes
This practice note discusses the top 10 practice tips for internal and external counsel to consider before establishing a medium-term note (MTN) program and when issuing MTNs.

Top 10 Practice Tips: Negotiating an Underwriting Agreement
This practice note discusses the top 10 practice tips to consider in drafting and negotiating an underwriting agreement.

Top 10 Practice Tips: Registered Direct Offerings
This practice note covers top 10 practice tips relating to registered direct offerings.


NSCP Currents

Quantitative Suitability: A Changing Standard
This bylined article examines the quantitative suitability standard.


PLI Current, The Journal of PLI Press

Modernizing Communications Safe Harbors 
This bylined article discusses modernizing communications safe harbors.


Practical Law Global Guides

Resales of Restricted and Control Securities in the US
This article examines the various exemptions available for the resale of restricted and control securities under the US Securities Act of 1933 (as amended), the conditions applicable to the use of these exemptions and other relevant related topics.

Equity capital markets in United States: regulatory overview (Global Guide 2019)
In Practical Law’s Equity capital markets in the United States: regulatory overview, it discusses the latest in regulatory considerations for equity capital markets in the United States.

Debt capital markets in the United States: Regulatory Overview (Global Guide 2019)
In Practical Law’s Debt capital markets in the United States: regulatory overview, it discusses the latest in regulatory considerations for debt capital markets in the United States.

US Equity Capital Markets Update: 2018 Trends and 2019 Outlook
This article discusses US equity capital markets trends in 2018, SEC developments that impacted those trends, and regulatory and market expectations for 2019.

US Debt Capital Markets: 2018 Activity and Exemptions Used by Non-US issuers
This article reviews US debt capital markets activity in 2018 and provides an overview of the US securities law exemptions most frequently used by non-US issuers to access those markets.

Covered Bonds and the US Market (Global Guide 2018)
This article provides an overview of the two basic models for covered bonds, together with the benefits of covered bonds for investors and issuing institutions. The prospects for the introduction of US legislation on covered bonds are analyzed, along with future developments for Europe, the US and cross market.  This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.

Debt Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
This article provides an overview of legislative restrictions on selling debt securities, market activity and deals, structuring a debt securities issue, main debt capital markets/exchanges, listing debt securities, continuing obligations, advisers and documents, debt prospectus/main offering document, timetables, tax, clearing and settlement, and reform.  This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.

Equity Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
This article provides an overview of the main equity markets/exchanges, regulators and legislation, listing requirements, offering structures, advisers, prospectus/offer documents, marketing, bookbuilding, underwriting, timetables, stabilization, tax, continuing obligations, and de-listing.  This article was first published in the Capital Markets Global Guide 2018 and is reproduced with the permission of the publisher, Thomson Reuters.


The Review of Securities & Commodities Regulation

Preparing 2019 Registration Statements and Annual Reports: What Foreign Private Issuers and Their Counsel Need to Know
This article discusses the implications of the SEC’s recent actions to modernize and simplify disclosure requirements applicable to foreign private issuers (“FPIs”).