The Review of Securities & Commodities Regulation

Preparing 2019 Registration Statements and Annual Reports: What Foreign Private Issuers and Their Counsel Need to Know
Partner Phyllis G. Korff and associate Candace R. Jackson discuss the implications of the SEC’s recent actions to modernize and simplify disclosure requirements applicable to foreign private issuers (“FPI’s).

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Bloomberg Law

Establishing an Issuer Rule 10b5-1 Plan with an ATM Offering
Partners Michael Hermsen, Anna Pinedo and counsel Brian Hirshberg discuss 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.


Lexis Practice Advisor® Practice Notes

Market Trends 2018/19: Pay Ratio Disclosure
Partner Michael Hermsen and associate Candace Jackson discuss 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.

SEC’s Proposed Expansion of Testing-the-Waters Communications: First Analysis
Partner Anna Pinedo and associate John Ablan discuss a recently proposed rule by the Securities and Exchange Commission (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.

Market Trends 2018/19: Medium-Term Note Programs
Counsel Bradley Berman 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.

SEC Proposed Changes to Financial Disclosure Rules for Merger & Acquisition Transactions: First Analysis
Partner Anna Pinedo and associate Gonzalo Go discuss the amendments proposed by the U.S. Securities and Exchange Commission (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

SEC Proposed Changes to Accelerated and Large Accelerated Filer Definitions: First Analysis
Partner Anna Pinedo and associate Ryan L. Eickel discuss the proposed amendments issued by the U.S. Securities and Exchange Commission (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 Securities Exchange Act of 1934, as amended (the Exchange Act).

IPOs, Follow-On Offerings, Road Shows, and Earnings Guidance: FAQs on Publicity, Communications, and Offers
Partner Anna Pinedo 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 of 1933, as amended (Securities Act).

Market Trends 2018/19: Brexit Disclosure
Counsel Helen Shouhua Yu and associate Gonzalo Go discuss Brexit-related disclosure enhancements for SEC filings.

Market Trends 2018/19: Business Development Companies
Partner Anna Pinedo, counsel Brian Hirshberg and associate Julia Spinelli discuss 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
Partner Jerry Marlatt 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
Staff Attorneys Mingli Wu and Hanwen Zhang identify comprehensive disclosures related to cybersecurity risks.

Market Trends 2017/18: IPO Prospectuses – Avoiding and Responding to Common SEC Comments
Partner Anna Pinedo and associate Ali Perry examine some of the issues most commonly raised in initial Securities and Exchange Commission (SEC) comment letters on registration statements filed for initial public offerings (IPOs).

Market Trends 2017/18: Lock-up Agreements
Partner Anna Pinedo discusses the typical length of the lock-up period; lock-up carveouts; lock-up releases; and best practices for pre-IPO private placements.

Market Trends 2017/18: Medium-Term Note Programs
Counsel Bradley Berman discusses deal structure and process; disclosure trends; and the market outlook for MTN programs. Recent changes to indentures due to TLAC requirements and disclosure changes due to the potential cessation of LIBOR are highlighted.

Market Trends 2018/19: Registered Direct Offerings
Partner Anna Pinedo discusses registered direct offerings, providing an overview of the market and covering recent notable transactions, deal structure and process, and legal and regulatory trends.

Market Trends 2018/19: U.S. Tariff Policies
Partner Anna Pinedo and associates Martin Estrada and Gonzalo Go discuss disclosure trends related to US Tariff Policies.

Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals
Counsel Laura Richman and associate Matthew Streit discuss 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.


Lexis Practice Advisor® Top 10 Practice Tips

Top 10 Practice Tips: At-The-Market Offerings
Counsel Brian D. Hirshberg discusses the top 10 practice tips for at-the-market (ATM) offerings.

Top 10 Practice Tips: Comfort Letters
Partner Anna Pinedo and associate Ryan Castillo discuss the top 10 practice tips for navigating the task of reviewing and negotiating comfort letters.

Top 10 Practice Tips: Debt Tender Offers
Partner Anna Pinedo and associate Alex Speyer provide practice points to help you in assisting an issuer with a proposed debt tender offer for cash.

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

Top 10 Practice Tips: Medium-Term Notes
Partner Eddie Best 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
Partner Anna Pinedo, counsel Brian Hirshberg and associate Raffi Garnighian discuss the top 10 practice tips to consider in drafting and negotiating an underwriting agreement.

Top 10 Practice Tips: Registered Direct Offerings
Partner Anna Pinedo covers top 10 practice tips relating to registered direct offerings.


Practical Law Global Guides

US Equity Capital Markets Update: 2018 Trends and 2019 Outlook
Partner Anna Pinedo 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
Partner Anna Pinedo 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.

Equity capital markets in United States: regulatory overview (Global Guide 2019)
In Practical Law’s Equity capital markets in the United States: regulatory overview, Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman discuss 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, Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman discuss the latest in regulatory considerations for debt capital markets in the United States.

Covered Bonds and the US Market (Global Guide 2018)
Partner Jerry Marlatt 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.

Equity Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman provide 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.

Debt Capital Markets in the United States: Regulatory Overview (Global Guide 2018)
Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman provide 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.