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

IFLR & Mayer Brown's recently published book, A Deep Dive into Capital Raising Alternatives:
https://www.iflr.com/article/b1nx66b8l1qv8g/book-publication-a-deep-dive-into-capital-raising-alternatives

For a number of years now, significantly more capital has been raised by companies in the US private markets than in US SEC-registered offerings. In IFLR’s recently published book, A Deep Dive into Capital Raising Alternatives, we discuss the changes brought about to the exempt offering framework by the JOBS Act.

The JOBS Act resulted in more companies remaining private for longer and relying on successive private placements to raise proceeds to fund their continued growth. In fact, some late-stage or pre-IPO private placements have raised proceeds in the billions. Private capital, especially for late-stage companies, has remained available despite the pandemic. In recent years, the SEC has sought to reform the legal framework applicable to private placements.
•The market for late-stage or pre-IPO private placements in the US;
•The recent changes to the accredited investor and the QIB definition, which are central to US private placements;
•The SEC’s Concept Release on exempt offerings;
•SEC discussions relating to retail participation in the private markets through fund vehicles; and
•The SEC’s final amendments to the exempt offering framework adopted on November 2, 2020.

In order to progress your career, espeically in law, it’s often necessary to bring in new business or sell your ideas and initiatives internally. Knowing the law will only get you so far - it’s your skills to influence others, develop relationships and promote your talents which then position you for the next step up in your career.

The idea of 'being sold to' or 'having to sell to others' can conjure up feelings of unease. Many of us are uncomfortable with the idea of bragging. The fact remains, however, that others aren’t mind readers and are unable to know and see the benefit of working with you unless you help them connect the dots.

Join this webinar to discover

-The true meaning of sales & 5 simple yet effective steps to selling without selling
-The one magic phrase that brings others on board right from the get go
-How to transform the dreaded self-promotion into an authentic and natural way of working
-Why a ‘no’ is just one step closer to a 'yes'
-The tried and tested technique for getting others to actually listen to what you’re saying

Join executive coach Alicia Sutton for this 30 minute webinar.
Do you often find yourself wondering whether or not you’ve demonstrated the right level of assertiveness? This uncertainty can impact our effectiveness and self-confidence. With the increase of virtual working, it can be even more challenging to gauge how well you’re representing yourself in conversations with colleagues and clients. This engaging and interactive session will support you in having clarity on how to stand up for yourself, whilst also creating warmth and connection in your relationships.

In Part 1 we covered - How to Identify your Personal Brand.

That’s a great first step but your personal brand is no use if only you know about it! You need to take proactive steps to raise your visibility. This 30 minute seminar will provide tried and tested tips on how to do this.

I’m not about to suggest you all start speaking at international conferences if that’s not your thing. There are introverted and extraverted ways to do this. Yes, stretch outside your comfort zone but I’m not asking you to terrify yourself.
It’s about finding natural ways to share with people:
•what you do,
•what they can expect from you,
•how they will benefit from having a working relationship with you,
•your interests and where you want to go in the future.

What type of person do you imagine saying ‘I’m currently working on my personal brand?' For many people, it’s an unflattering image that comes to mind, usually of someone similar to the most annoying contestants on The Apprentice.

I’m with you on this, such people have me ready to run in the opposite direction. The thing is, you have a personal brand whether you realise it or not. People are making judgments about you all the time based on your: work, behaviours, communication style, appearance etc. It matters because it’s a key factor in:
•whether opportunities and clients come your way,
•whether people want to help you on projects and
•whether people buy into what you are trying to achieve.

So, identifying your brand and raising its visibility, are vital.

This 30 minute webinar will explore the first step in this journey – How to Identify your Personal Brand.

For step two, join Part 2: Raising your visibility, next week.

Join Alexandra Durnford, coach and former crisis management consultant, for 45 minutes to discuss how you can coach yourself and leaders as we navigate through the Covid-19 crisis by borrowing from best practice crisis management.

There are a number of similarities between effective crisis management and coaching which we can use to help ourselves and those we work with, to adapt to the ‘new normal’ and create sustainable working practices. These include focusing on:

- Creating time and space to achieve perspective and insight
- Discipline of thought and approach
- Emotional Intelligence.

‘Uncertain,’ fast-moving’ and ‘unprecedented’ have been the buzzwords of the last two months. As this feeling of flux is likely to continue for some time, it is vital to develop mechanisms for coping. Join Executive Coach Julie Smith for 30 minutes as she shares a selection of tools to build and maintain your resilience during these unusual times.

Finding the time to lead - and knowing how to do it well - can be difficult at the best of times. It can be challenging to figure out how to balance doing your own legal work with the responsibility of managing and motivating your teams and colleagues.

During a crisis, when working lives and social interactions are disrupted, it can feel overwhelming and almost impossible to do effectively, remotely. Yet our personal experience and studies show that now, more than ever, is when we all want and need great leadership. It’s become essential. What can you do to improve how you show up as a leader for others while you’re in lockdown?

This 45 minute session will give you immediate practical takeaways based on the latest leadership research. It will help you not only focus on what’s important during COVID-19 but also give you the tools to enable you, your colleagues and your business to come out better and stronger on the other side.

Few organisations saw COVID coming, and it is causing massive global disruption right now. How are you navigating this challenging time?

In this 45 minute webinar, Nicki Deeson will talk through:

•The change curve that we all have to go through to be successful in the new COVID world
•How to negotiate that as leaders
•The importance and ways to maintain work life balance.

Only by building our own resilience, can we be the best leaders we can possibly be. This webinar will help you do that.

The key to progressing your career is to work hard, right? Well, yes, at the beginning of our careers it’s our hard work, reliability and efficiency which helps us build a positive reputation from which we can position our careers for further growth.

The harsh reality, however, is that the importance of your hard work decreases the more senior you become. Once you start moving up the ladder, certain behaviours and a distinctive mindset drive career progression as this is what enables you to navigate the unwritten rules - rules relating to the so-called ‘soft’ skills which are career critical.

To discover the unwritten rules and the behaviours and mindset required for successful career navigation, join the IFLR Women in Business Law webinar, Career Success – Knowing the Unwritten Rules Changes Everything, hosted by Christine Brown-Quinn, The Female Capitalist on Friday, December 6, 2019 at noon GMT time.

This webinar will focus on the current and future state of regulation of financial benchmarks used in the EU, both EU and non-EU benchmarks. The EU’s Benchmarks Regulation imposes a range of stringent requirements aimed at ensuring the integrity and reliability of benchmarks used in a vast number of financial transactions. Although the provisions of the Regulation are already in force, transitional provisions mean that many index providers will only be required to comply with the Regulation from 1 January 2020 or, in the case of critical benchmarks and non-EU benchmarks, 1 January 2022. After these dates, EU banks, fund managers and other financial institutions will be unable to use financial benchmarks in a huge range of funds, securities, derivatives and other financial instruments, unless they comply with the provisions of the Regulation. In particular, this webinar will discuss what financial markets participants need to know about:

•Which persons/entities are affected by the Regulation
•When an index or benchmark will fall within the scope of the Regulation, in particular its restrictions on benchmark use for certain transactions
•Specific rules that affect certain benchmarks, such as critical benchmarks and commodity benchmarks
•The timing for compliance with the Regulation
•The specific provisions concerning the use of benchmarks from non-EU providers

This webinar will provide an update on derivatives regulatory developments in the EU and the US, addressing the implications of Brexit for derivatives, as well as recent developments relating to the CFTC’s regulations for swaps and the SEC’s regulations for security-based swaps.

Additional topics to be discussed include:
•The upcoming EMIR II regulation
•The impact of the EU’s financial Benchmarks Regulation
•The initial margin “Big Bang”

Time: 11am - 12pm EDT / 4pm - 5pm BST

The webinar will update viewers on the status of the LIBOR transition process globally, paying attention to the US, English, Asian, and EU markets. The webinar will summarise the results of the various market consultations, investigate how documentation is being affected, and explore issues relating to harmonisation with loan and other markets.

In the wake of the global financial crisis, the Financial Stability Board (FSB), with the support of the G20 nations, launched its Shadow Banking initiative, to monitor non-banks that perform bank-like activities. This was in response to findings that certain non-banks exacerbated the build-up of excessive leverage and effected substantial maturity transformation, leading to financial stability concerns.
One of the key recommendations emerging from the FSB initiative was the collation and monitoring by financial stability authorities of data on securities financing transactions. Following the FSB initiative, the Securities Financing Transactions Regulation (SFTR) was introduced in the EU in 2016, but is not yet fully operational.

This presentation will cover:
•the scope of the SFTR (which entities and which types of transactions are included);
•disclosure of SFTs;
•transparency of SFTs to fund investors;
•restrictions on reuse of collateral;
•sanctions;
•third country issues; and
•effects of Brexit.

Coaching is now a key component of many development packages, but do we really understand what it is and how to use it to our advantage?
In this practical session we’ll explore the following questions:
- What is coaching and what isn’t coaching?
- What type of challenges and goals can coaching help with?
- What happens in the coaching process?
- Are you ‘coachable’?
- How do you find a coach and assess whether they are the right fit for you?

Julie Smith

Julie Smith is director and coach at Pressurevalve Ltd. As well as being a qualified executive coach, she’s also an experienced leader with 15+ years in management positions, 10 of which were in senior posts, including heading national operations and an interim CEO post. This means she understands the complexities, challenges and rewards of leadership. Key success factors in her coaching include helping people develop: skills in viewing situations from different perspectives, self-awareness, decision-making, confidence, self-belief, self-coaching and resilience. As well as coaching, Julie designs and facilitates sessions for leadership programmes in London and New York, runs network groups for leaders and is chair of the Global Taskforce of the American Express Leadership Academy, Alumni Network. If you’d like more information on Julie’s coaching services, plus self-coaching resources, visit: https://www.pressurevalvecoaching.com/free-stuff

Risk retention requirements, or 'keeping skin in the game' were intended as a means of addressing the misalignment of incentives that were inherent in many of the 'originate to distribute' securitisation products. Has the aim been achieved and how have these requirements developed in the US and in the EU?

This presentation will cover:
· comparison of US and EU risk retention requirements;
· market reaction to the LSTA decision; and
· new regulatory framework for securitisations transactions in the EU.

This webinar has CLE accreditation.

The EU Benchmark Regulation came into force in June 2016 and most of its provisions came into effect at the start of 2018. It establishes a new regime for the authorisation and supervision of administrators (including non-EU administrators) of financial benchmarks that are used in the EU. We will consider the likely impact of the Regulation in the EU financial markets and look in detail at certain issues raised by market participants including:
· Timetable for benchmark administrators to be authorised under the regulation and the extent to which administrators of pre-existing benchmarks can rely on 'grandfathering' relief up until 2020.
· What indices are within the scope of the Regulation and when will an index be regarded as 'available to the public'?
· What is meant by 'use' of a benchmark in the EU?
· Are there any regulatory obligations on entities that contribute benchmark data?
· What is the impact of Brexit on UK benchmark administrators?

In this webinar, we will analyse capital relief driven transactions and structures, focusing on the principle purpose of using this tool, the main structures used in the market and the legal and regulatory framework underpinning the relevant structuring solutions. Among other things, this webinar will cover:
- the most commonly used capital relief driven structures and why the market choses them, including a comparative summary of the structures used in the EU and the US;
- the existing legal and regulatory framework and expected changes, including potential impact of different Brexit scenarios;
- BRRD and its implications: how the rules affect structuring and the mitigating techniques investors may explore.