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  • US IPOs:  Market and Legal Developments
    US IPOs: Market and Legal Developments Anna Pinedo, James Tanenbaum; Morrison & Foerster and Kent Nelson, Raymond James Recorded: Apr 26 2017 92 mins
    After the 2016 decline in the number of US initial public offerings (IPOs), commentators questioned whether the trend toward companies deferring listings and remaining private longer would be a new norm.

    Already this year’s IPO market appears to be rebounding. During the session, the presenters will discuss:

    • Whether cross-over (or late stage) private rounds still remain an important milestone on the road to the IPO;
    • US IPO activity (sectors, VC- and PE-backed companies, foreign private issuer activity, syndicate structures);
    • Disclosure and governance trends among IPO issuers;
    • Dual track processes and the legal and business considerations;
    • Multiple share classes; and
    • Other developments.
  • TLAC Implementation in the US and the EU
    TLAC Implementation in the US and the EU Jeremy Jennings-Mares and Oliver Ireland, Morrison & Foerster; Doncho Donchev and Michael Benyaya, Credit Agricole Recorded: Mar 16 2017 93 mins
    The end of 2016 saw the publication of the US Federal Reserve Bank’s final TLAC rules and the European Commission’s legislative proposals for the implementation of TLAC into the Bank Recovery and Resolution Directive and Capital Requirements Regulation in the EU. We will discuss the details of these rules and proposals and their effect on both future capital raisings by banks and existing stocks of bank debt, including:

    • MREL subordination requirements and the effect of jurisdictional differences;
    • Key cross-Atlantic differences in TLAC;
    • Eligibility of different products, including structured notes;
    • Recent TLAC/MREL issuances; and
    •The resolution process for GSIBs.
  • Confusion or Clarity? Cross-Border Regulation of Derivatives
    Confusion or Clarity? Cross-Border Regulation of Derivatives Peter Green, Jeremy Jennings-Mares, Julian Hammar of Morrison & Foerster; Ali Hosseini, JP Morgan Recorded: Feb 22 2017 91 mins
    We will provide an update on cross-border derivative issues including recent developments in the US and the EU. Among the topics to be considered are:

    An update on the rollout of the margining rules relating to uncleared derivatives in both the US and the EU;

    Ongoing implementation of clearing requirements for OTC derivatives;

    What is the current position in relation to exchange trading of derivatives – in particular, what effect will Mifid II have in the EU?

    Where are we on substituted compliance/equivalence as between the US and the EU?

    Will Brexit and/or the new Trump administration have any effect on the international framework for derivative regulation?
  • Moving away from the C-corporation: understanding Reits, MLPs, PTPs and BDCs
    Moving away from the C-corporation: understanding Reits, MLPs, PTPs and BDCs Thomas Humphreys and Remmelt Reigersman, Morrison & Foerster; Tom Young, IFLR Recorded: Nov 30 2016 89 mins
    Traditionally, most public companies in the US were organised as C-corporations. However, tax developments in recent years have given corporate planners a wide range of new tools to structure a public company. For example, tax pass-through MLP and Reit structures are spreading into new asset classes. Also, traditional double taxed ‘C’ corporations are using tax pass-through entities, including partnerships, to reduce or eliminate entity-level taxes as well as optimise their internal structures with tax ‘disregarded entities’. These new tools lead to a variety of tax choices in deciding how to structure a public company.

    During this briefing, which is intended for a general audience, the speakers will explain the structures, restrictions and pitfalls in this evolving hybrid world of C-corporations mixed with tax pass-throughs. Specifically, they will discuss:

    •Master limited partnerships;
    •Reits and alternative assets that may qualify as ‘real estate’;
    •Business development companies;
    •Consolidated groups of corporations and disregarded entities; and
    •Up-C structures.

    Nb: By signing up for IFLR webinars, you agree to receive follow-up communications from IFLR and the webinar sponsor but you can unsubscribe at any time
  • IFLR Women in Business Law Group: Communicate with Impact
    IFLR Women in Business Law Group: Communicate with Impact Marianne O’Connor, Associate, CareerSavvyWomen; Lizzie Meager, IFLR Recorded: Nov 11 2016 48 mins
    IFLR Women in Business Law Group members are invited to join a webinar on Communicating with Impact. Topics include:
    •The ‘psychology’ of being heard
    •The ‘double bind’ stereotypes of female communication
    •The essential rules of getting your point across
    •Establishing your presence
    •Influencing others to get the results you want
  • Latest developments in the global private placement market
    Latest developments in the global private placement market Scott Ashton, Morrison & Foerster; Brian Bates, Morrison & Foerster; Tarun Sakhrani, Barclays Recorded: Oct 25 2016 87 mins
    The cross-border private placement market has continued to grow, providing non-US issuers with an opportunity to raise capital from US and European financial institutions. This market, which has seen incredibly robust activity this past year, has continued to attract issuers across a myriad of industries and from multiple worldwide jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt or finance certain single-asset projects. In this webinar, speakers will discuss:

    •The global private placement market and recent trends;
    •Market participants;
    •Documentation requirements for traditional and structured transactions;
    •Financial covenants, "MFLs" and model form provisions;
    •New Issuers using the market (social housing trusts, universities, investment trusts, etc);
    •Marketing process with Agented and "direct" Private Placements; and
    •Ratings and the NAIC.
  • Foreign Banks Raising Capital in the US
    Foreign Banks Raising Capital in the US IFLR, Morrison & Foerster Recorded: Sep 1 2016 89 mins
    Foreign banks are increasingly looking to diversify their financing options. With careful planning, they can access US investors without subjecting themselves to the securities registration requirements applicable to public offerings, or the ongoing disclosure and governance requirements applicable to US reporting companies. This webinar will explain how non-US banks can pursue these funding avenues. Topics of discussion will include:

    •Issuances exempt from registration under Rule 144A;
    •Issuances that rely on registration exceptions provided by Securities Act Section 3(a)(2) for securities offered or guaranteed by banks;
    •Setting up a Rule 144A or bank note program for straight debt;
    •Issuing contingent capital or other securities convertible into equity upon the occurrence of a non-viability event;
    •Yankee CD programmes; and
    •Banking and securities regulatory requirements to consider before setting up an issuance program.


    Anna Pinedo, Partner, Morrison & Foerster
    Bradley Berman, Of Counsel, Morrison & Foerster
    Tom Young, Managing editor, IFLR
  • Planning for financings in volatile markets
    Planning for financings in volatile markets Anna Pinedo and James Tanenbaum, Morrison & Foerster; Brian Maier, Geoffrey Goodman and Gregory Ogborn, Wells Fargo Recorded: Jul 12 2016 102 mins
    Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognise changes quickly and adjust their financing strategies accordingly.

    For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar with other financing alternatives, such as venture debt or late-stage or mezzanine debt, as well as institutional equity private placements. Each of these markets is quite different. Familiarity with investor expectations and documentation requirements is essential in order to put your company in the best position to make crisp decisions. For issuers that already have their securities listed on a non-US securities exchange, which may offer limited liquidity, it may be time to consider undertaking a US IPO in order to establish a more liquid market for their securities. Already public companies considering their next capital raise also must be nimble - a PIPE transaction may be an attractive (and available) financing alternative. During this session, the speakers will discuss:

    •Current market conditions;
    •Financing alternatives for pre-IPO companies;
    •The market for venture debt;
    •The late-stage (or cross-over) private placement market;
    •Options to consider on the way to an IPO;
    •The ReIPO™
    •Financing alternatives for recently public companies; and
    •PIPE transactions and other financing alternatives.

    The webinar's speakers will be:

    -Geoffrey Goodman, managing director, equity capital markets, Wells Fargo
    -Gregory Ogborn, director, equity capital markets, Wells Fargo
    -Brian Maier, vice chairman, Wells Fargo
    -Anna Pinedo, partner, Morrison & Foerster
    -James Tanenbaum, partner, Morrison & Foerster
  • Ending too big to fail: bank resolution strategies and counterparty impacts
    Ending too big to fail: bank resolution strategies and counterparty impacts Morrison & Foerster, IFLR Recorded: Jun 8 2016 93 mins
    As jurisdictions continue to move forward with strategies for resolving large banking organisations, recent turmoil in relation to European bank stocks has raised questions as to how markets will react to the initiatives and perceived differences between them. This webinar will take stock of comparative bank resolution regimes and the stated strategies of the resolution authorities under those regimes. We will also look at ‘pre-emptive’ measures such as structural changes and changes to the terms of bank instruments. From a market point of view, we will also discuss the effect that the above factors, the possibility of bail-in, and the need to raise TLAC/MREL/PLAC, will affect the market for bank capital and debt instruments as well as other banking transactions.

    Oliver Ireland, Morrison & Foerster
    Jeremy Jennings-Mares, Morrison & Foerster
    Doncho Donchev, Crédit Agricole Corporate and Investment Bank
    Tom Young, IFLR
  • The new Cayman LLC regime & resulting tax entitlement benefits for investors
    The new Cayman LLC regime & resulting tax entitlement benefits for investors Nick Pettifer, IFLR; Melissa Lim, Walkers; and Len Lipton, GlobeTax Recorded: May 17 2016 50 mins
    There has been much demand from the US financial services industry for a Cayman Islands LLC and the establishment of this product solidifies the Cayman Islands' commitment to providing sponsors, promoters and investors with flexible, commercial solutions.

    The Cayman Islands LLC will be very similar to a Delaware limited liability company with some subtle differences that make it an attractive investment fund or structuring vehicle.

    This webinar will provide:
    • a practical overview of the Cayman LLC regime;
    • a useful comparison to the current Delaware LLC law; and
    • tangible tax benefits investors can expect as result of this new product.

    Presented by: Melissa Lim, Walkers; Len Lipton, GlobeTax; and Nick Pettifer, IFLR

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