Basel III American style: US regulatory capital framework changes

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)

Given the global scope of derivatives regulation, legal and compliance professionals need an integrated global framework to ensure consistency and regulatory compliance with their derivatives trading.

Through a panel discussion with Hogan Lovells regional experts, this webinar will provide these professionals with an overview of the main regional global derivatives regulatory frameworks in the United States, Europe and in Asia. The webinar will compare and contrast the various regulatory regimes with respect to relevant issues such as reporting, clearing and margin.

The panel will also comment on whether it is possible to have a consistent global compliance program and if so, what should it look like?

Hogan Lovells' presenters:
Evan Koster, partner, Hogan Lovells (New York)
James Doyle, partner, Hogan Lovells (London)
Bronwen May, partner, Hogan Lovells (Hong Kong)

Seven years after the onset of the financial crisis, and five years after the Dodd-Frank Act was passed, derivatives reform continues to be a hot – and unresolved – topic.

In this webinar, the speakers will provide an update regarding recent actions by the CFTC and SEC with respect to derivatives, and discuss a number of derivatives and cross border issues. Topics include:

-Proposed Form TO relief
- Forwards with embedded volumetric optionality;
-CFTC no-action relief and guidance for swap execution facilities;
-Uncleared swaps margin rules;
-Status of cross border harmonisation; and
-SEC’s cross border proposal and reporting rules.

Confirmed speakers include:
- Julian Hammar, Morrison & Foerster;
- James Schwartz, Morrison & Foerster;
- Gary Kalbaugh, ING Financial Markets;
- Danielle Myles, IFLR (moderator)

The Financial Conduct Authority's new competition powers and an enforcement focus on wholesale banking are important issues for many financial institutions in the UK. IFLR and Shearman & Sterling presents this discussion on key topics:
• The enhanced self-reporting obligation in respect of potential competition law infringements;
• FCA’s ability to switch between its FSMA and competition enforcement powers;
• Flow of information between the FCA and other regulators (including the EU Commission);
• Choice of FSMA vs Enterprise Act market studies;
• FCA’s ability to resolve issues itself vs make a reference to the CMA;
• Likelihood of FCA Competition Act cases; and
• Civil litigation implications.

The adoption in the US and abroad of new liquidity requirements have had a significant impact on financial institutions. The liquidity coverage ratio and the proposed net stable funding ratio, as well as the emphasis in the US on wholesale funding have caused financial institutions to place increased focus on the maturities of their assets and liabilities.

Issues addressed will include:

•Why are regulators concerned about liquidity?;
•The liquidity coverage ratio rules;
•Net stable funding proposal;
•Effect of relying on wholesale funding; and
•What are institutions doing to address these requirements?

IFLR Women in Business Law Group members are invited to join a webinar on unconscious bias. Topics include:
*Understanding what unconscious bias is and explore causes and effects
* Stereotype threat and organisational bias: concepts to understand in the workplace
* Exploring implications for women working in law
* Techniques for anticipating and mitigating the risks

The webinar will be led by Harish Bhayani, founder and senior partner of PRM Diversity Consultants www.prmdiversityconsultants.co.uk. Harish, a former Big Four consultancy Practice Leader, has specialised as a diversity consultant, trainer and researcher since 2001. His expertise is grounded in some 20 years of prior experience working in large corporations, developing leading edge initiatives in unconscious bias. He is a trustee at homelessness charity Crisis a member of the Diversity Working Group at the CIPR and a volunteer business adviser at the charity Young Enterprise.

The past decade has seen enormous growth in foreign investment within the Middle East. It has been accompanied by great opportunities but also new challenges for businesses in the region.

With continuing economic instability plaguing traditional markets, The Middle East remains a focus for many businesses and international investors. For newcomers to the market, however, the complexities of setting up and continuing business in the region are a significant barrier to entry.

In this webinar partners from Al Tamimi & Company, the largest law firm in the Middle East region, will provide listeners with a practical in-depth guide to some of the common issues and pitfalls of dealing with the unfamiliar laws, regulations and differing cultural contexts in the region.

Our speakers will cover:

•Investment restrictions
•Key issues to consider when doing M&A in the Middle East
•Merger control legislation
•Legal structures for new businesses
•Setting up in Free Zones
•The current investment environment – M&A and capital markets

The Bank Recovery and Resolution Directive (BRRD) has now been adopted in the EU and most of its provisions were required to become effective in member states as from January 1 2015.

The BRRD harmonises the range of resolution tools available to supervisory authorities in the EU in the event of the failure of major financial institutions. A key cornerstone of the new legislation is the introduction of a new “bail-in” power available to regulatory authorities enabling them to require the write-down or conversion into equity of a wide range of unsecured senior debt as part of the resolution of a failing institution. Uncertainty remains as to the full extent of the bail-in powers and the range of instruments it is likely to apply to and finalised guidance and rulemaking is still awaited on various issues during the course of 2015.

We will consider the scope of the bail-in power and how it might be applied in practice, as well as discussing how this might affect the structuring of financial instruments issued by banks and the possible attitudes of investors in bank liabilities.

Speakers:
- Jeremy Jennings-Mares, Morrison & Foerster
- Isaac Alonso, Unicredit
- Danielle Myles, IFLR (moderator)

Once again, many issuers are considering liability management alternatives, including open market repurchases, debt-equity swaps, and tender and exchange offers. Recently issued no-action letter relief may provide issuers and their advisers with greater flexibility for tender offers for non-convertible debt securities, including non-investment grade debt securities. We will discuss the conditions for such relief. Also, we will review recent court decisions involving the application of the Trust Indenture Act in the context of liability management transactions.

Our speakers will cover:
• Disclosure issues;
• Concerns regarding material non-public information;
• The tender offer rules;
• No-action letter relief for non-convertible debt securities;
• Recent court decisions
• Accounting considerations;
• Tax considerations.

Alternative payment options, including mobile payments and virtual currencies, are gaining traction among consumers. Smartphones and other mobile devices are increasingly used to make payments to businesses and other consumers. Banks and non-bank providers of payment services that seek to innovate in the mobile space are well served by considering the vast regulatory regime that applies to consumer payments.

Virtual currencies also introduce legal considerations for banks and other entities active in the space. For example, anonymity – viewed as central by some to virtual currency transactions – creates particular challenges, such as the risk of money laundering, for banks and other regulated entities (eg non-bank money transmitters).

This webinar will provide an overview of the legal issues related to mobile payments and virtual currencies, highlighting trends in the market and related regulatory developments.

Speakers:
- Obrea Poindexter, Morrison & Foerster
- Jeremy Mandell, Morrison & Foerster
- Danielle Myles, IFLR (moderator)