On May 14, the Securities and Exchange Commission announced the adoption and immediate effectiveness of Section 312.03T of the NYSE Listed Company Manual. Recognizing that existing exceptions to the shareholder approval requirements in the NYSE Listed Company Manual are “not helpful in most situations arising from the COVID-19 pandemic,” Section 312.03T provides a temporary exception to shareholder approval requirements applicable to certain issuances of equity securities (or convertible or other securities that may result in the issuance of equity securities) representing 20 percent or more of a New York Stock Exchange (NYSE)-listed company’s common stock or voting power, as well as narrow exceptions from shareholder approval requirements in connection with issuances to a related party or equity compensation. Section 312.03T is scheduled to expire on June 30, 2020. Continue Reading NYSE Provides Temporary Relief From Shareholder Approval Requirements Due to COVID-19
On May 21, the Securities and Exchange Commission adopted final rules related to the financial disclosure requirements for acquisitions and dispositions of businesses (i.e., M&A transactions). The SEC’s release adopting the final rules is available here. These rules will be discussed in an upcoming edition of the Corporate & Financial Weekly Digest.
On May 19, the Commodity Futures Trading Commission’s Global Markets Advisory Committee approved a report that contains several recommendations for action by the CFTC with respect to the implementation of its initial margin (IM) rules for uncleared swaps. The recommendations are focused on the unique challenges faced by small end users of swaps and entities that engage in swap activity through separate managed accounts (SMAs). Continue Reading CFTC GMAC Recommendations Concerning Initial Margin for Swaps
On May 20, the Commodity Futures Trading Commission’s Division of Enforcement (Division) issued new guidance (Guidance) outlining factors the Division will consider in recommending civil monetary penalties (CMPs) imposed by the CFTC in enforcement actions. This is the first publicly issued Division CMP guidance since the CFTC published its penalty guidelines in 1994. The Guidance is designed to provide market participants with greater transparency as to Division staff’s decision-making criteria regarding CMPs. Continue Reading CFTC Division of Enforcement Issues Civil Monetary Penalty Guidance
On May 19, the Commodity Futures Trading Commission published in the Federal Register a request for public comment on the CFTC’s draft 2020-2024 Strategic Plan (Strategic Plan). The current draft of the Strategic Plan includes a discussion of the CFTC’s mission, vision, core values, strategic goals and strategic objectives. The proposed strategic goals include: Continue Reading CFTC Seeks Public Comments on 2020-2024 Strategic Plan
On May 18, the European Securities and Markets Authority (ESMA) published a statement regarding the non-renewal and termination of the short selling bans imposed by certain EU financial regulators (the Statement).
As a result of the impact of the COVID-19 pandemic on EU financial markets, the Austrian Finanzmarktaufsicht (FMA), the Belgian Financial Securities and Markets Authority (FSMA), the French Autorité des Marchés Financiers (AMF), the Greek Hellenic Capital Market Commission (HCMC), the Spanish Comisión Nacional del Mercado de Valores (CNMV) and the Italian Commissione Nazionale per le Società e la Borsa (CONSOB) introduced bans on short selling from the middle of March 2020. Continue Reading ESMA Publishes Statement on the End of Short Selling Bans by Certain EU Financial Regulators
On May 19, the UK Government published a suite of draft legal texts (the Legal Texts) to accompany its policy paper, “The Future Relationship with the EU,” published on February 27 (the Policy Paper).
The UK Government states that the draft Legal Texts are the legal articulation of its approach in the Policy Paper and that these have formed the basis of discussions with the EU. Continue Reading Brexit: UK Government Publishes Legal Texts on Future UK-EU Relationship Negotiations
On May 8, the Financial Industry Regulatory Authority (FINRA) filed with the Securities and Exchange Commission proposed amendments to various FINRA Rules to provide FINRA with temporary relief from certain timing, method of service and other procedural requirements during the period in which FINRA’s operations are impacted by the COVID-19 outbreak in order to protect the health and safety of its employees. Such amendments, among other things, allow FINRA to serve certain documents electronically and provide extensions to FINRA staff, respondents and other parties in connection with certain adjudicatory and review processes.
The proposed rule change is available here.
The International Swaps and Derivatives Association, Inc. (ISDA) has launched a new webpage containing information about interest rate benchmark reform and the transition away from the use of interbank offered rates (IBORs, including LIBOR) as floating rates in swap transactions. The page and subsequent materials are available to everyone, not just ISDA members. Continue Reading ISDA Launches Benchmark Reform Information Source