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  • SEC Penalizes Issuer for Failure to Disclose Known Trends and Uncertainties

    A U.S. reporting company that produces, distills and markets alcoholic beverages, such as vodkas, whiskeys, tequilas, gins and beer, and that has shares and American Depositary Shares listed on the London Stock Exchange and the New York Stock Exchange, respectively, is the subject of a Securities and Exchange Commission (“SEC”) order. Throughout its 2014 fiscal...

  • Private Debt and Direct Lending Trends

    Approximately $126 billion in private debt was raised globally in 2019, according to PitchBook Data’s Global Private Debt Report. The private debt markets have experienced a surge in activity and volume following the Global Financial Crisis. Increased competition among lenders raise concerns about the increase in covenant-lite facilities as bargaining power shifts to issuers. Direct...

  • Seminar: Direct Listings: Experiment or New Paradigm?

    Date: March 12, 2020 Location: 1221 Avenue of the Americas, New York, NY 10020 Time: 8:00 AM Registration; 8:30 AM – 10:00 AM Program & Breakfast Register here Due to market structure and regulatory changes, the traditional capital-raising path for entrepreneurial companies has evolved. For companies in certain sectors, the firm commitment IPO may no...

  • What We’re Reading This Week [February 25, 2020]

    Forty-two state Attorneys General have signed on to a National Association of Attorneys General letter in support of H.R. 4421, which seeks to limit forum shopping in chapter 11 cases by limiting the jurisdiction in which a debtor may file to the jurisdiction where its principal assets are located or the jurisdiction where its principal...

  • Capital Formation Market Trends: IPOs and Follow-On Offerings

    The capital formation environment has significantly changed in the last two decades and, in particular, following the global financial crisis of 2008. The number of initial public offerings has declined, and M&A exits have become a more attractive option for many promising companies. This article reviews trends in the initial public offering market, notable alternatives...

  • Global Financial Services CVC Report

    CBInsights recently published its report on financial services corporate venture capital (CVC) activity.  Globally, financial services CVC groups participated in $7.4 billion of funding in 2018 in 315 deals, with 2019 activity increasing to 368 deals and approximately $9.6 billion.  Much of the growth has been in late-stage deals, which are Series D and later...

  • Audit Quality in Emerging Markets and Coronavirus

    Last week, in a joint statement, Securities and Exchange Commission Chair Jay Clayton, the Director of the Division of Corporation Finance, Bill Hinman, the SEC’s Chief Accountant, Sagar Teotia, and the PCAOB Chair, William Duhnke, commented on the continuing dialogue among the SEC, PCAOB, and representatives from the four largest US audit firms regarding audit...

  • Insurtech by the Numbers: Financing Trends in 2019

    At the intersection of insurance and technology, insurtech companies are flourishing.  According to a recent report by CB Insights, companies in the insurtech sector raised approximately $6.35 billion in private funding in 314 deals in 2019, globally.  2019 accounted for approximately 33.9% of all investments to date in insurtech companies.  Private capital raises by property...

  • Shared Parental Pay: Court of Appeal decision stands as the law

    The Supreme Court has this week declined to hear the appeal in what had been the highly anticipated case of Hextall v Chief Constable of Leicestershire Police.  Mr Hextall had sought permission to appeal a decision of the Court of Appeal from last year, which found that it was not sex discrimination for his employer...

  • Revising the Regulatory Definition of a Qualified Mortgage

    When the federal Consumer Financial Protection Bureau (“CFPB”) last summer issued its Advance Notice of Proposed Rule Making (“ANPR”) to revise the definition of a “Qualified Mortgage” (“QM”) under the Dodd-Frank Act’s “ability to repay requirements”, all of the single-family housing finance advocates went into high gear. Particularly concerning was the CFPB’s announcement that it...

  • Buy-ins vs buy-outs – what employers should know

    This post will be of interest to employers who have a defined benefit pension scheme. Background Defined benefit (DB) pension schemes were once the pension arrangement of choice for paternalistic employers seeking to provide competitive benefit packages for their employees. In more recent times, however, difficult investment environments, increasing life expectancy, low gilt yields and...

  • IBOR Transition: Proposed US Federal Tax Regulations

    On February 6, 2020, Russell Nance, Steven Garden and Brennan Young presented an overview of the proposed regulations addressing the US federal tax consequences of replacing an interbank offered rate (IBOR) with a successor rate as part of Mayer Brown’s Global Financial Markets Initiative. You can listen to the discussion by clicking on the “Listen...

  • Bavaria Implements Blockchain Strategy

    On 11 February 2020, five months after the German federal government adopted a blockchain strategy, the Bavarian state government implemented a blockchain strategy of its own, acknowledging that blockchain is a key digitalization technology. The Bavarian strategy paper highlights that blockchain technology could lead to the new, disruptive business models and to administrative processes that...

  • Latest update: IR35 and the private sector

    As discussed in our previous posts in April 2019 and January 2020, the government intends to apply the IR35/off payroll reforms to the private sector in April 2020.  By way of reminder, the IR35 reforms are intended to apply to any individual who, but for the supply of their services through an intermediary, would otherwise...

  • PLI Webinar: Business Development Companies

    PLI Webinar March 3, 2020 10:00 – 11:00 AM EST. Register here. This PLI One-Hour Briefing provides attendees with a broad yet focused educational program that presents a clear picture of legal, tax and market considerations for business development companies (BDCs). Please join Mayer Brown LLP’s Brian D. Hirshberg and Remmelt A. Reigersman along with...

  • The Taxpayer First Act and the Impact on Secondary Market Participants

    The Taxpayer First Act (the “Act” or “TFA”) imposes new limits on the disclosure of US taxpayer tax information obtained on or after December 28, 2019.  The Act is designed, among other things, to overhaul and modernize operations at the Internal Revenue Service (“IRS”).  One provision of the TFA has a direct impact on a...

  • The Taxpayer First Act and the Impact on Secondary Market Participants

    The Taxpayer First Act (the “Act” or “TFA”) imposes new limits on the disclosure of US taxpayer tax information obtained on or after December 28, 2019. The Act is designed, among other things, to overhaul and modernize operations at the Internal Revenue Service (“IRS”). One provision of the TFA has a direct impact on a...

  • Legal Update: Proposed Revisions to Volcker Rule Covered Funds Provisions

    On January 30, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Commodity Futures Trading Commission proposed revisions to the covered funds provisions of the Volcker Rule. The proposal is intended to address the...

  • Seventh Circuit Agrees With Mayer Brown Amicus Brief That $3 Million Punitive Damages Award Was Unconstitutionally Excessive

    Last summer, my colleague C.J. Summers and I posted a report about Saccameno v. U.S. Bank National Association, a Seventh Circuit case in which we had filed an amicus brief on behalf of the Chamber of Commerce of the United States. In late November 2019, the Seventh Circuit issued an opinion reducing the punitive damages...

  • Fannie Mae and Freddie Mac Issue Guidance for LIBOR-less World

    We recently discussed the efforts of the Alternative Reference Rates Committee (ARRC) to prepare for the upcoming discontinuance of LIBOR as an index rate for residential mortgage and consumer loans. Our alert examined ARRC’s recommendations regarding an appropriate substitute rate (the Secured Overnight Financing Rate, or SOFR) and ARRC’s recommended changes to implement SOFR.  We...

  • Webinar: Canadian Bail-in and TLAC Requirements

    West LegalEdcenter Webinar February 24, 2020 1:00 – 2:00 PM Register here. Please join McCarthy Tetrault and Mayer Brown for this webinar on Canadian Bail-in and TLAC Requirements. During this session, we will address the Canadian federal rules relating to Bank Recapitalization (Bail-in) Conversion Regulations and Total Loss Absorbing Capacity (TLAC). Since the rules came...

  • EPO Publishes Grounds for Refusing AI-Invented Patent Applications

    On 28 January 2020, the European Patent Office (EPO) published its reasons for two recent decisions refusing two European patent applications in which a machine named DABUS—”a type of connectionist artificial intelligence”—was designated as the inventor. The applicant had argued that the machine should be recognized as the inventor and that he, as the owner...

  • Capital Markets Tax Quarterly

    Mayer Brown’s Capital Markets Tax Quarterly provides capital markets-related US federal tax news and insights. In this issue of CMTQ, we look at final quarter of 2019. We discuss Section 871(m) phase-in, the Warren wealth tax proposal, and final nonresident alien withholding regulations, among other recent updates. https://www.mayerbrown.com/en/perspectives-events/publications/2020/01/capital-mark

  • TODAY: NAIC Proposed Principal-Protected Note Definition – Mayer Brown Teleconference

    The NAIC Valuation of Securities (E) Task Force held a meeting on February 4, 2020 discussing the proposed definition of “Principal-Protected Notes“ (PPNs), following the release of a January 2020 staff memo on the proposed definition. Join Mayer Brown today, February 5, at 4pm ET for a review of the release and findings from the...

  • Back to School: CFPB and ED Agree to New MOU

    A new Memorandum of Understanding (MOU) between the Consumer Financial Protection Bureau (CFPB) and the US Department of Education (ED) appears to signal an end to the turf war between these two agencies regarding the handling of complaints related to federal student loans. It also ends a period during which the CFPB and ED failed...

  • Legal Update: SEC Issues MD&A Guidance

    On January 30, 2020, the US Securities and Exchange Commission provided guidance regarding the disclosure of key performance indicators and metrics used in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) section of SEC filings. This commission-level guidance, which reflects the SEC’s interpretation of existing MD&A requirements, becomes...

  • SEC’s OCIE Releases its 2020 Examination Priorities

    On January 7, 2020, the US Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (“OCIE”) released its 2020 examination priorities.  While a number of the 2020 priorities are continuations from the prior year, OCIE made certain enhancements and/or additions to these exam priorities that are similar to themes highlighted in its risk alerts...

  • Potential Volcker Rule Changes Announced

    On January 30, 2020, five federal financial regulatory agencies published the long awaited notice of proposed rulemaking (the “NPR”) to revise certain aspects of the Volcker Rule (Section 13 of the Bank Holding Company Act) with respect to the treatment of covered funds.  The NPR follows over 2 ½ years of the agencies’ consideration of...

  • Legal Update: Could the US Government’s Financial Stability Oversight Council Subject the Residential Mortgage Industry or Mortgage REITs to Supervision by the Federal Reserve and Prudential Standards?

    Nonbank financial companies, including residential mortgage real estate investment trusts (“mortgage REITs”), have expressed concern that nonbank residential mortgage lenders, servicers and purchasers might be subject to enhanced regulatory scrutiny and prudential standards by the Financial Stability Oversight Council (the “Council”) or increased state and federal regulation to head off action by

  • Disclosure Effectiveness Initiative; Environmental and Climate-Related Disclosures

    In remarks last week, Securities and Exchange Commission Chair Clayton discussed the SEC’s proposed amendments to streamline and modernize the requirements for Management’s Discussion and Analysis (MD&A) disclosures.  The proposed amendments continue the SEC’s progress with its disclosure effectiveness initiative. Chair Clayton also commented on other areas of disclosure and rulemaking focus,

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