On July 12, the staffs of the Division of Corporation Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant (the “Staffs”) of the Securities and Exchange Commission...more
On May 23, the Department of the Treasury and the IRS published final regulations (the final regulations) under Section 956 of the Internal Revenue Code of 1986, as amended (the Code). ...more
In response to the increasingly aggressive activism by holders of net short positions that are in debt by way of credit default swaps, the leveraged loan market has responded with the inclusion in a recent market...more
Federal Reserve Board of Governors Chairman Jerome H. Powell, in remarks made yesterday in Amelia Island, Florida, at the 24th Annual Financial Markets Conference, sponsored by the Federal Reserve Bank of Atlanta, stated that...more
On May 9, 2019, the SEC proposed amendments to the accelerated filer and large accelerated filer definitions under the Exchange Act....more
On May 3, the Securities and Exchange Commission (the SEC) proposed amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses....more
5/16/2019
/ Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
High Yield Bonds ,
Income Test ,
Investment Test ,
Leveraged Finance ,
Pro Forma Financial Information ,
Proposed Rules ,
Public Offerings ,
Securities and Exchange Commission (SEC)
On May 6, 2019, the Board of Governors of the Federal Reserve System (the Board) published its annual Financial Stability Report....more
5/10/2019
/ Banks ,
Bonds ,
Collateralized Loan Obligations ,
Debt ,
Exchange-Traded Products ,
Federal Reserve ,
Financial Markets ,
FSOC ,
High Yield Bonds ,
Intermediaries ,
Leveraged Finance ,
Mutual Funds
The Alternative Reference Rates Committee (ARRC) issued a press release detailing recommended fallback language for floating rate notes and syndicated loans....more
On April 10, 2019, the International Monetary Fund (IMF) held a press conference to discuss its semiannual Global Financial Stability Report (the GFSR), which assesses key risks facing the global financial system. The GFSR...more
In an April 11 letter to Treasury Secretary Mnuchin, in his capacity as chair of the Financial Stability Oversight Council (FSOC), U.S. Sen. Sherrod Brown (D-Ohio), the ranking member of the U.S. Senate Committee on Banking,...more
On March 20, 2019, an agreement between Wells Fargo Securities LLC (Wells Fargo) and the Securities and Exchange Commission (SEC) to settle litigation involving failed video game company 38 Studios, LLC, headed by former...more
3/28/2019
/ Bonds ,
Civil Monetary Penalty ,
Disgorgement ,
Enforcement Actions ,
Failure To Disclose ,
Funding ,
Offerings ,
Private Placements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Securities Violations ,
Settlement Agreements ,
Video Games ,
Wells Fargo
On March 20, 2019, the Securities and Exchange Commission (the SEC) voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/25/2019
/ Confidential Information ,
Deregulation ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Investment Adviser ,
Investment Companies ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
On Feb. 27, 2019, Federal Reserve Chairman Jerome Powell, during testimony before the House Financial Services Committee, was asked by Representative Gregory Meeks (D-NY, 5th District) whether the Federal Reserve “believes...more
Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more
2/20/2019
/ Accredited Investors ,
Comment Period ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Rules ,
Qualified Institutional Buyers ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Jan. 19, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated a bankruptcy court decision awarding Ultra Petroleum Corp. noteholders $201 million in make-whole payments and $186 million in post-petition interest. ...more
The Financial Stability Board (FSB), an international body established in 2009 to implement and promote effective regulatory, supervisory and other financial sector policies, issued its most recent annual Global Monitoring...more
On Jan. 25, 2019, the board of governors of the Federal Reserve System (the Federal Reserve), the Federal Deposit Insurance Corporation (the FDIC) and the Office of the Comptroller of the Currency (the OCC, and together with...more
Background On Oct. 31, 2018, the Internal Revenue Service issued proposed regulations under Section 956 of the Internal Revenue Code that will eliminate the adverse tax consequences when a U.S. parent corporation (i)...more
11/16/2018
/ Collateral ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Dividends ,
Foreign Subsidiaries ,
Internal Revenue Code (IRC) ,
IRS ,
Lenders ,
Parent Corporation ,
Proposed Regulation ,
Section 956 ,
Tax Deductions ,
Tax Planning ,
Voting Securities
Delaware limited liability companies (LLCs) may now divide their assets, rights and obligations among two or more newly created LLCs, in what is known as a “divisive merger.” ...more
On Sept. 11, 2018, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corp., the National Credit Union Administration and the Bureau of Consumer...more
In July, the Securities and Exchange Commission (SEC) proposed amendments to streamline financial disclosure requirements for two categories of market participants...more
Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more
On July 24, the Securities and Exchange Commission voted to propose rule amendments to simplify and streamline the financial disclosure requirements applicable to debt offerings for guarantors and issuers of guaranteed...more
On May 24, 2018, Joseph Otting, the comptroller of the currency, the principal regulator of all national banks, announced in a telephonic press conference that he does not expect that the Office of the Comptroller of the...more
On April 3, the New York Federal Reserve Bank began publishing the Secured Overnight Financing Rate (SOFR), a daily, broad Treasury repo financing rate that the bank’s Alternative Reference Rate Committee (ARRC) recommended...more