Current macroeconomic and geopolitical uncertainty may make it difficult for companies to know how to tackle their Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") disclosure. In...more
11/1/2022
/ Coronavirus/COVID-19 ,
Disclosure Requirements ,
Economic Sanctions ,
Energy Costs ,
Enforcement Actions ,
Environmental Social & Governance (ESG) ,
Financial Markets ,
Geopolitical Risks ,
Investors ,
MD&A Statements ,
Military Conflict ,
NVIDIA ,
Price Inflation ,
Regulation S-K ,
Russia ,
Securities and Exchange Commission (SEC) ,
Supply Chain ,
Ukraine
Since the decision in Assénagon in 2012, there has been some doubt as to how much coercion can be applied in a consent solicitation that includes an "exit consent" and whether consents that seek to force detrimental economic...more
Pro forma financial statements may be required in a securities offering where an acquisition or disposition has occurred or is probable within a certain period of the offering. In a Rule 144A offering, market practice is...more
11/23/2021
/ Acquisitions ,
Asset Test ,
Auditors ,
Capital Markets ,
Disclosure Requirements ,
Dispositions ,
EU ,
Financial Services Industry ,
Financial Statements ,
Income Test ,
Investment ,
Investment Test ,
Investors ,
Offerings ,
Pro Forma Sessions ,
Required Documentation ,
Rule 144A ,
Securities and Exchange Commission (SEC)
In structuring a UK scheme of arrangement that involves the restructuring of existing securities and/or the offer of new securities, due consideration must be given to the relevant US securities laws and registration...more
10/29/2020
/ Blue Sky Laws ,
Cross-Border Transactions ,
Issuer Exemption ,
Private Offerings ,
Risk Management ,
Rule 10b-5 ,
Scheme of Arrangement ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Regulation ,
Trust Indenture Act ,
UK ,
United States
European Leveraged Finance Client Alert Series: Issue 4, 2019 -
Most high yield indentures contain a "Change of Control" clause that relates to changes in the beneficial ownership of the issuer. We provide an overview of...more
4/29/2019
/ Beneficial Owner ,
Bonds ,
Buyers ,
Change in Control ,
Contract Terms ,
EU ,
High-Yield Markets ,
Leveraged Finance ,
Portability ,
Ratings ,
Refinancing ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Voting Shares