| 1 | Securities offerings: civil liability provisions An outline of the principal civil liability provisions that typically affect securities offerings.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services. | Articles | 11-Nov-2008 |
| 2 | Debt Exchanges: Companies Adapt to Continued Restrictions ... This article discusses the proliferation of debt exchanges in the current financial climate. | Articles | 02-Feb-2009 |
| 3 | Negotiating the High-Yield Indenture An overview of the negotiations involved in high-yield indentures in the private equity context and the covenants typically found in the indenture. | Articles | 17-Feb-2009 |
| 4 | Fair value accounting: what's all the fuss about? Fair value accounting is often difficult to apply and poorly understood outside of accounting circles. This article sets out how fair value accounting works under both the US Generally Accepted Accounting Principles (US GAAP) and International Financial Reporting Standards (IFRS), and analyses the role of fair value accounting in the current financial crisis. | Articles | 29-Apr-2009 |
| 5 | Virtual Data Rooms A discussion of the use of virtual data rooms during the due diligence process and other stages of a transaction. | Articles | 18-Jun-2009 |
| 6 | Private Offerings to US Investors by Non-US Investment Funds ... This Article provides an overview of issues a non-US fund sponsor should consider before conducting a private offering of interests in a non-US fund to investors in the US. | Articles | 22-Jun-2009 |
| 7 | Adapting to tough times: current trends in hedge funds This article considers the liquidity mismatch that funds have faced as a result of the financial crisis, and examines the solutions they have found to deal with the problem. It also looks at trends that are emerging in the area, such as the introduction of longer lock-up periods by funds, the increasing popularity of hybrid funds and changing investor preferences. | Articles | 23-Jul-2009 |
| 8 | Change of Control: Is It or Isn't It? An article discussing change of control provisions in debt agreements. | Articles | 28-Jul-2009 |
| 9 | The Return of High-Yield Offerings: On What Terms? This Article identifies the reasons behind the increased high-yield bond issuance activity year-to-date and examines recent trends and features in high-yield offerings. | Articles | 16-Oct-2009 |
| 10 | Disclosure of Climate Change Risk to Investors In the absence of specific disclosure standards from the SEC, there continues to be wide variability in the scope and quality of climate change risk disclosures to investors. This Article examines current disclosure practices and explains why greater guidance from the SEC is needed. | Articles | 04-Dec-2009 |
| 11 | Revised Rule 144 and Registration Rights: Market Practice ... A survey of how market practice in the Rule 144A investment grade, high-yield and convertible debt markets has evolved in the two years since the amendments to Rule 144. | Articles | 01-Feb-2010 |
| 12 | 2010 Acquisition Financing: Trends From 2009 This article discusses acquisition financing trends that emerged in 2009 and draws some tentative conclusions about what 2010 may bring. | Articles | 03-Feb-2010 |
| 13 | FATCA Explained: Targeting Offshore Tax Evasion This Article discusses the Foreign Account Tax Compliance Act (FATCA) provisions included in the Hiring Incentives to Restore Employment (HIRE) Act to target offshore tax evasion. | Articles | 29-Mar-2010 |
| 14 | PIPE Transactions: A Survey The results of a recent survey that examined the terms and features of 50 major recent private investments in public equity (PIPE) transactions. | Articles | 01-Apr-2010 |
| 15 | Dodd-Frank Act: SEC Interpretations A discussion of interpretations published by the staff of the SEC's Division of Corporation Finance to resolve ambiguities or unintended consequences arising from certain immediately effective provisions of the Dodd-Frank Act. | Articles | 01-Oct-2010 |
| 16 | Using Finders to Assist in Financings: Understanding the ... An Article discussing risks associated with the use of finders by early-stage companies to assist in locating potential investors. The Article lists questions that issuers and finders should ask to help determine whether a finder may be acting illegally as an unregistered broker-dealer. The Article also describes some of the risks faced by issuers and finders when a finder is deemed to be an unregistered broker-dealer, including risks arising from rescission rights, disclosure obligations and SEC sanctions. | Articles | 30-Nov-2011 |
| 17 | Corporate Communications Using Social Media: Complying ... Public companies are rapidly expanding their use of social media and other informal corporate disclosure channels. Before using these channels for corporate communications, companies should understand the regulatory issues that may arise. This Article explores the potential securities and disclosure concerns in this developing area and provides guidance on how companies can stay ahead of the curve and reduce risks when using social media. | Articles | 02-Apr-2012 |
| 18 | Webinar: How the JOBS Act Affects Capital Markets Practice On April 5, 2012, Practical Law Company and Morrison & Foerster LLP recorded How the JOBS Act Affects Capital Markets Practice, a one hour webinar on how the Jumpstart Our Business Startups Act affects capital markets raising transactions and disclosure obligations. You can access the recorded webinar here. Click here to download webinar slides. | Articles | 05-Apr-2012 |
| 19 | A Quick Guide to the JOBS Act Although characterized in the press as principally addressing the needs of small and micro-cap companies, provisions in the JOBS Act are applicable to a broad range of both domestic and foreign companies. Companies without ready sources of capital in today's regulatory environment may realize significant benefits from a broadened menu of capital formation alternatives. | Articles | 16-Apr-2012 |
| 20 | JOBS Act: Benefits for Foreign Private Issuers The Jumpstart Our Business Startups (JOBS) Act benefits foreign private issuers that seek to access the US capital markets. This article examines the beneficial aspects of the JOBS Act for all non-US issuers. | Articles | 02-May-2012 |
| 21 | Webinar: How Will the JOBS Act Affect Non-US Issuers? On May 22, 2012, Practical Law Company and Morrison & Foerster LLP presented How Will the JOBS Act Affect Non-US Issuers, a one hour webinar on the practical implications of the Jumpstart Our Business Startups Act on foreign private issuers and their capital markets transactions and disclosure obligations in the US. You can access the recorded webinar here (registration required to view recorded webinar). You can download the webinar slides by clicking the PDF link below. | Articles | 22-May-2012 |
| 22 | Term Loans and High Yield Bonds: Tracking the Convergence Typical provisions for certain syndicated term loans have undergone a transformation in the last ten years, adopting some features traditionally found in high yield bonds. Investors and arrangers should understand the implications of this unmistakable trend and take into account the related risks in their decision-making. | Articles | 01-Jul-2012 |
| 23 | ATMs and Equity Lines: Overview This Article provides an overview of at-the-market equity distribution programs (ATMs) and equity line facilities. It discusses the advantages that ATMs and equity lines offer over other methods of equity financing and explains the structure, terms and mechanics of these facilities and how to implement and maintain them. The Article covers topics including how to register the offered securities with the SEC and how to comply with securities exchange rules, Regulation M and FINRA filing requirements. | Articles | 30-Aug-2012 |
| 24 | Special Treatment for Foreign Private Issuers under NASDAQ ... NASDAQ and the NYSE require stockholder approval before a company can sell or potentially issue securities equalling 20% or more of the issuer's common stock or voting power. However, both securites exchanges offer special treatment that can exempt foreign private issuers from the requirements of the 20% rules. | Articles | 16-Nov-2012 |
| 25 | JOBS Act First Anniversary A look at the JOBS Act a year after its signing, including PLC resources on the widespread changes in the law and the market it led to in its first year and guidance on the provisions that have yet to be implemented. | Articles | 04-Apr-2013 |
| 26 | Crowdfunding Right Now: Alternatives to Title III of the JOBS ... This Article summarizes some of the main for-profit crowdfunding methods currently being used in the US. It examines key criticisms of the pending crowdfunding exemption under Title III of the JOBS Act and describes alternative methods being used right now, before the Title III rulemaking is completed. These alternatives include rewards-based crowdfunding, accredited crowdfunding platforms, peer-to-peer lending platforms and intrastate crowdfunding. | Articles | 16-May-2013 |