Securities Regulation and Corporate Governance Monitor

SEC’s Division of Corporation Finance Issues Guidance Facilitating Use of Lock-Up Agreements in Connection with Registered Exchange Offers

November 30, 2009 | Posted by James J. Moloney Topic(s): Securities Regulation

New Guidance Should Increase Attractiveness of Registered Exchange Offers as Means of Restructuring Outstanding Debt Securities

On November 16, 2009, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a new Compliance and Disclosure Interpretation (Interpretation #139.29) facilitating the ability of an issuer to enter into lock-up agreements (i.e., agreements to tender) with holders of its debt securities in connection with a registered exchange offer under the Securities Act of 1933, as amended (the “Securities Act”), for the issuer’s outstanding debt securities (the “Lock-Up Interpretation”).[1]

Every second counts – Secondary listings on European and US exchanges

November 17, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation

New York partner Alan Bannister, Dubai associate Patrick Dykstra and London associate Claibourne Harrison are the authors of “Every second counts – Secondary listings on European and US exchanges” [pdf] in the November issue of The Brief.

The Big Seven Say ‘Yes’ – UK Banks Back New Code for Financial Reporting Disclosure

November 11, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation; UK Regulation

The Turner Review, published in March this year, identified a concern that in spite of banks’ efforts to enhance disclosures during 2008 and 2009, investor confidence in financial reports appeared to remain low.

Private Fund Investment Advisers Registration Act Approved by House Committee

November 4, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Investment Act/Investment Advisors Act; Securities Regulation

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets. We are providing updates on key regulatory and legislative issues, as well as information on legal and oversight issues, that we believe could prove useful as firms and other entities navigate these challenging times.

Just Jargon? The New UK Listing Regime — “Premium” and “Standard” Listings

November 4, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Securities Regulation; UK Regulation

In January 2008, the Financial Services Authority (the “FSA”) began a review of the UK listing regime. In what appears to be a diametric move from the increasing heavy handed approach of the FSA in other areas of financial regulation, under the new listing rules UK companies will now be allowed to take advantage of an easier route to achieving a listing on the main market of the London Stock Exchange.

“You win some, you lose some” — Recent Appeals and Decisions Involving the UK Financial Services Authority

October 30, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation; UK Regulation

Two high-profile decisions have been published in the last two weeks regarding actions brought by UK Financial Services Authority ("FSA") against members of the financial services industry. Both cases show signs of an increased willingness on the part of those subject to FSA enforcement action to challenge the enforcement wing of the FSA but with variable levels of success.

SEC’s Division of Corporation Finance Issues New Shareholder Proposal Guidance

October 27, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation

On October 27, 2009, the Securities and Exchange Commission’s Division of Corporation Finance (the "Division") issued Staff Legal Bulletin No. 14E (the "Bulletin"), which provides guidance relating to the excludability of certain shareholder proposals under the ordinary business exclusion in Rule 14a-8(i)(7) of the Securities Exchange Act of 1934, as amended ("Rule 14a-8(i)(7)"). The Bulletin addresses two topics:

Financial Regulatory Reform: Consumer Financial Protection Agency Moves Forward

October 22, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets. We are providing updates on key regulatory and legislative issues, as well as information on legal and oversight issues that we believe could prove useful as firms and other entities navigate these challenging times. This update focuses on the House Financial Services Committee’s consideration and approval of H.R. 3126, the Consumer Financial Protection Agency Act of 2009.

The SEC’s Powers to Enforce the Production of Documents and Information, in the UK at Least, Hit a Stumbling Block

October 19, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation

On 25 August 2009 (albeit the relevant decision has only recently been published), the Securities and Exchange Commission (the SEC) hit a stumbling block in its efforts to extend its jurisdiction to obtain documents and information from outside its territory, from the UK at least. Over recent years, international co-operation between regulators has increased, and has been reported to have increased, and a near assumption has arisen in the UK that, if the SEC asks for assistance from the UK’s financial services regulator, the Financial Services Authority (the FSA), that assistance will be provided by the FSA and complied with by the relevant UK entity, irrespective of the time and cost involved in doing so.

Financial Regulatory Reform: Derivatives Legislation Moves Forward in House

October 15, 2009 | Posted by Gibson, Dunn & Crutcher LLP Topic(s): Corporate Governance; Securities Regulation

The Gibson, Dunn & Crutcher Financial Markets Crisis Group is closely tracking government responses to the turmoil that has catalyzed a dramatic and rapid reshaping of our capital and credit markets. We are providing updates on key regulatory and legislative issues, as well as information on legal and oversight issues that we believe could prove useful as firms and other entities navigate these challenging times.