A) BACKGROUND On October 8, 2024, the EU Council adopted the Listing Act – a regulation amending, among other things, the Prospectus Regulation (EU) 2017/1129. Even though the Listing Act went into force on 4 December 2024,...more
The Canadian Securities Administrators (“CSA”) recently announced measures to support the competitiveness of Canadian capital markets in response to the current uncertainty in global markets. The measures are being...more
Canadian securities regulators recently implemented three blanket orders introducing exemptions intended to reduce friction for capital raising. Key among these improvements is an exemption that eliminates the requirement for...more
The Financial Conduct Authority (the FCA) has published a consultation on debt offerings to retail investors which proposes to introduce a single disclosure standard for debt prospectuses, removing the current distinction...more
The European Securities and Markets Authority (ESMA) has published a consultation paper containing draft guidelines on supplements which introduce new securities to a base prospectus. This is further to the new EU Listing Act...more
Das ursprünglich am 7. Dezember 2022 durch die EU-Kommission vorgelegte Maßnahmenpaket, das unter dem Titel „EU Listing Act“ bekannt ist, wurde nun endlich im November 2024 im Amtsblatt der Europäischen Union veröffentlicht....more
Last month, I was invited to speak to the Canadian Securities Administrators, focusing on how U.S. securities exemptions, prospectus forms, and continuous disclosure requirements differ from their Canadian counterparts. One...more
The Canadian Securities Administrators (CSA) recently announced an amendment to National Instrument 45-106 Prospectus Exemptions (NI 45-106) that introduces a new prospectus exemption (the Listed Issuer Financing Exemption)...more
This practice note discusses 10 practice points that can help you, as counsel to underwriters or initial purchasers, skillfully navigate the task of reviewing and negotiating comfort letters. A comfort letter is a letter...more
The OSC Corporate Finance Branch’s annual report provides an overview of its operational and policy work for fiscal 2021, providing timely guidance for market participants. ...more
In response to commonly asked questions, the SEC staff has released three FAQs related to amendments to the business description, legal proceedings and risk factor disclosure requirements in Regulation S-K Items 101, 103,...more
The SEC has proposed “comprehensive modifications to the mutual fund … disclosure framework,” as highlighted below. More detailed analysis of the proposal is also available in our legal alert. See “SEC Proposes Changes to...more
On August 5, the SEC proposed what it called “comprehensive modifications to the mutual fund … disclosure framework.” ...more
In a substantial August 5, 2020, release (the Proposal), the U.S. Securities and Exchange Commission (SEC) proposed changes to the existing disclosure framework applicable to mutual funds and exchange-traded funds (open-end...more
Many of us have previously heard the expression that there is a fine line between fact and fiction. In securities law that holds especially true where companies that risk walking the “fine line” in their registration...more
As a result of the current and potential effects of COVID-19, the SEC has relaxed certain requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and rules under the Acts....more
SEC Adopts ETF Rule - On September 25, 2019, the Securities and Exchange Commission (SEC) unanimously adopted Rule 6c-11 under the 1940 Act to modernize the regulation of exchange-traded funds by establishing a clear and...more
This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more