Structured Products: An Update of Recent US and EU Regulatory Developments

The first phase of the Department of Labor’s (DOL) new fiduciary rule (Fiduciary Rule) was implemented on June 9 2017. The Fiduciary Rule greatly expands the categories of persons who are deemed fiduciaries when dealing with retail retirement investors. Many investment professionals will now be deemed fiduciaries and need to comply with the new standards.

Join Morrison & Foerster and the ACA Compliance group for this timely webinar in conjunction with the International Financial Law Review.

Topics Will Include:

· An overview of the history of the DOL rule;
· The substance of the rule;
· The exemptions;
· Changes we’re already seeing in how broker dealers interact with clients and organize their offerings;
· What we can expect in terms of future challenges and changes to the rule;
· Legal liability and potential litigation.

The webinar will discuss the current state of fintech services in the US, including state licensing requirements, bank partnership arrangements, and the potential for special purpose bank charters at both the state and federal levels.

The presenters will also discuss the benefits and potential difficulties of these arrangements. Finally, the discussion will touch on fintech enhancements to existing bank services, including distributed ledger technology. Topics will include:

•An update on the state of fintech services;
•Lending and payments models;
•Bank partnerships;
•State licenses;
•Bank Charters;
•True Lender; and
•Madden.

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.

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.

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?

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 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

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 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.

Speakers:

Anna Pinedo, Partner, Morrison & Foerster
Bradley Berman, Of Counsel, Morrison & Foerster
Tom Young, Managing editor, IFLR

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

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.

Speakers
Oliver Ireland, Morrison & Foerster
Jeremy Jennings-Mares, Morrison & Foerster
Doncho Donchev, Crédit Agricole Corporate and Investment Bank
Tom Young, IFLR

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

The UK government recently published a consultation paper outlining plans to make London a hub for insurance linked securities transactions. But what are these transactions? And what effect will these proposals have?

Featuring presentations from leading Hogan Lovells practitioners, as well as representatives from HM Treasury and HM Revenue & Customs (see below), this webinar will provide an overview of insurance linked securities transactions, including how they are used and why. It will take a look at the government consultation paper and discuss how the proposals might interact with both EU capital markets regulation and EU insurance regulation.

The session will also examine insurance linked securities in the US, from both a regulatory and transactional perspective, to see what insights the UK might glean from a more developed market.

We are especially pleased to announce that the Hogan Lovells presenters will be joined by Lee O'Rourke, head of the insurance linked securities project at HM Treasury and John Stokes, policy & technical adviser at HM Revenue & Customs, who will offer a unique insight into the government's proposals.

Presenters:
Danielle Myles, editor, IFLR
Lee O'Rouke, head of insurance linked securities project, HM Treasury
John Stokes, policy & technical adviser, HM Revenue & Customs
Steven McEwan, partner, Hogan Lovells (London)
James Doyle, partner, Hogan Lovells (London)
Tauhid Ijaz, partner, Hogan Lovells (London)
Rob Ripin, partner, Hogan Lovells (New York)
Peter Humphreys, partner, Hogan Lovells (New York)
Therese Goldsmith, partner, Hogan Lovells (Baltimore)

This session will address certain issues arising from Title VII of Dodd-Frank and the ongoing regulation of the derivatives markets in the U.S. and elsewhere. We will cover:

•the “common approach” of the US and the EU with respect to central counterparties;
•the prudential regulators’ and CFTC’s final margin rules for uncleared swaps;
•the CFTC, SEC and prudential regulator rules and guidance relating to the cross-border application of the requirements of Title VII of Dodd-Frank, including for margin.
•the challenges that lie ahead in relation to cross-border harmonisation.

The new Electronic ID and Trust Services (eIDAS) regulation that takes effect in July will be a significant step forward for e-signature adoption in Europe. eIDAS promises to make trusted communications easier in Europe and remove the previous hurdles to cross-border recognition of e-identities and e-signatures. This webcast will provide an overview of the new regulation and its impact on companies doing business electronically. They will answer common questions such as, “can I use an e-signature to create a legally binding contract in my country?” and “do I have to use a Qualified E-Signature?”

Speakers will also discuss:
- The ABCs of e-signatures, digital signatures and qualified certificates
- Differences between an Advanced E-Signature and Qualified E-Signature under eIDAS
- How and when Trusted Service Providers play a role in the changing landscape
- Best legal practices regarding which types of documents and processes are ideal for e-signatures
- How to meet e-signature requirements as defined in the regulation
- How eSignLive complies with eIDAS for each e-signature type

Speakers:
• Lorna Brazell, IP lawyer at international law firm Osborne Clarke
• Michael Laurie, VP product strategy at eSignLive by VASCO

Public companies face increasing pressure from activists, institutional investors and proxy advisors on a wide range of corporate governance issues. This pressure has led to an increased need for a comprehensive approach to shareholder engagement.

This IFLR and Morrison & Foerster webinar will focus on proxy access, say-on-pay, shareholder proposals, shareholder activism, shareholder engagement, and other evolving corporate governance issues.

Speakers:
David Lynn, Partner, Morrison & Foerster
Scott Lesmes, Partner, Morrison & Foerster
Derek Zaba, Principal, CamberView Partners
Rob Zivnuska, Principal, CamberView Partners

The JOBS Act and more recently the FAST Act have brought about a number of changes to the framework governing offerings exempt from SEC registration. More and more US and non-US companies are choosing to rely on securities offerings that are exempt from the US registration requirements. In part as a result of these and other changes, there are now more sources of private capital and “restricted securities” have become more liquid. As a result, many more promising companies are choosing to defer their IPOs and rely on exempt offerings to fund their growth. We will discuss the following:

How the JOBS Act has affected private placements;
Late-stage private placements;
The Regulation A market;
The final crowdfunding regulations;
Other exempt offering developments, such as intrastate offering changes; and
Resales of restricted securities through private secondary market transactions as well as reliance on new Section 4(a)(7).

As 2015 draws to a close, regulators have issued a number of new requirements aimed at systemically important lenders. These include the FSB’s final TLAC principles for G-SIBs and the US Federal Reserve Board’s notice of proposed rulemaking regarding a long-term debt requirement, a TLAC requirement and a clean holding company requirement for US G-SIBs, and the intermediate holding companies of foreign (non-US) G-SIBs subject to an IHC requirement. Although consistent in their objectives, these all differ in certain important respects. The requirements will have broad impacts on the ways in which G-SIBs finance their operations. Given that banks are frequent debt issuers, the effects of these changes will impact the debt capital markets.

In this webinar we will discuss:
- The FSB’s final TLAC principles;
- The FRB’s proposed requirements;
- The principal differences between the FSB’s and the FRB’s approach;
- The planning required of G-SIBs in order to prepare to comply;
- Potential effects for foreign banks subject to both regimes; and
- Anticipated effect on how banks will fund going forward.

Speakers are:
- Oliver Ireland, Morrison & Foerster
- Anna Pinedo, Morrison & Foerster
- Ahmet Yetis, UBS
- Todd Mahoney, UBS
- Danielle Myles, IFLR (moderator)

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 been incredibly robust this past year, has continued to attract issuers across a myriad of industries and from multiple 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
- Ratings and the NAIC

Speakers:
- Scott Ashton, Morrison & Foerster
- Brian Bates, Morrison & Foerster
- Akshay Shah, Barclays
- Tom Young, IFLR (moderator)