Securities Law Committee Publications

Securities Law Committee Publications

The Securities Law Committee publishes a variety of interesting articles and other content of relevance to the practice area. Some items are only available to Committee members via logging in after clicking on the item. Forgotten login details?

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From the Editors – September 2018

A message from Pit Reckinger and Jerry Koh.
Teaser: Dual-class share voting structures for listed companies – are they here to stay?

IBA Annual Conference, Rome; Monday 8 October 2018; 1430 – 1545.
Teaser: Titanic fail or overwhelming success – blockchain in the capital markets

IBA Annual Conference, Rome; Wednesday 10 October 2018; 0930 – 1045.
Teaser: Activism – critical corporate, securities and M&A issues

IBA Annual Conference, Rome; Tuesday 9 October 2018; 1430 – 1730.
Implementation in Italy of non-financial reporting – the Consob Regulation

Directive 2014/95/EU (the ‘Directive’) introduced new obligations at European level for certain companies and large-sized corporate groups to disclose their non-financial information and diversity policies.
Young lawyers programme - 35th IBA International Financial Law Conference

This half-day programme considered the impact of digital disruption on lawyers of all ages, particularly those at the start of their careers.
MiFID 2 and reverse solicitation - 35th IBA International Financial Law Conference

At the beginning of the session, Rikke Schiøtt Petersen and Giuseppe Schiavello gave an overview of the legislative basis for the reverse solicitation exemption in Markets in Financial Instruments Directive 2.
Warp speed ahead: the art of the accelerated book build - 35th IBA International Financial Law Conference

Accelerated book build (ABB) deals (also known as bought deals and block trades) have arguably the shortest execution timeline among equity capital markets deals.
Practical aspects of the new European Union prospectus regulation – revolution or just evolution? - 35th IBA International Financial Law Conference

Gabriel Núñez opened the session and introduced the topic. He explained that the current European Prospectus Directive came into force in 2003 with the intention to create a unified framework for the approval and content of securities’ prospectuses across the European Union.
Returning cash to shareholders - 35th IBA International Financial Law Conference

This panel explored why corporations, after working so hard to raise finance, are increasingly returning cash to their shareholders.
Co-Chairs note - Securities Law Committee, June 2018

Pit Reckinger and Jerry Koh introduce the May 2018 e-bulletin of the Securities Law Committee.
3rd IBA Asia-based International Financial Law Conference – Gender equality: let’s include the men – Securities Law

The panel focused on how men can be involved in achieving gender equality. The topic was introduced by Anita Phillips, who highlighted that gender equality affects everybody, not just women. Evidence shows that gender equality, once implemented, has a positive impact on a company’s profitability.
3rd IBA Asia-based International Financial Law Conference – Maximising shareholder value: new age of shareholder activism

The panel commenced with a broad discussion of the current themes and trends in shareholder activism observable across the different jurisdictions represented by the panel. The panellists shared their perspectives on recent developments and their views on whether they saw shareholder activism as a necessary feature of a vibrant market.
Private investment funds: marketing passports available to Asian asset managers

Patrick Schleiffer provides a report on the session 'Private investment funds: marketing passports available to Asian asset managers' at the 3rd IBA Asia-based International Financial Law Conference report.
3rd IBA Asia-based International Financial Law Conference – Competition and challenges facing stock exchanges in Asia

After a brief introduction by the moderators, each panellist reflected on the latest capital market trends and securities regulatory reforms of their respective jurisdictions, before discussing four focal topics.
Corporate governance for public companies and banks: how to improve standards and practices in Asia?

This session dealt with the issues of corporate governance applying to public companies and banks in general and, in particular, the practices in Asia. It involved a discussion of the ways in which corporate governance could be improved.
3rd IBA Asia-based International Financial Law Conference – REITs and infrastructure funds in Asia: challenges & outlook

Cecil Quillen provides a report on the 'REITs and infrastructure funds in Asia: challenges & outlook' session at the 3rd IBA Asia-based International Financial Law Conference report.
Co-chairs message - Securities Law Committee, April 2018

The April 2018 e-bulletin's Co-Chairs message from Pit Reckinger and Jerry Koh highlights recently published articles and past and upcoming conferences of note.
IBA ANNUAL CONFERENCE, SYDNEY, 8–13 OCTOBER 2017 REPORT - Crowdfunding - Securities Law Committee

Crowdfunding has become a popular alternative method for new and growing enterprises to raise money where institutional funding may be unavailable. The regulatory response to this has been less consistent. The panel discussed the various approaches of securities regulators in different jurisdictions around best practices in harnessing the potential for crowdfunding to stimulate innovation and economic growth, without drowning small-scale entrepreneurs in too much red tape.
IBA ANNUAL CONFERENCE, SYDNEY, 8–13 OCTOBER 2017 REPORT – Watch out for regulatory bottlenecks in public transactions

Tom Fagernäs presents a report on the IBA ANNUAL CONFERENCE, SYDNEY, 8–13 OCTOBER 2017 session - Watch out for regulatory bottlenecks in public transactions.
Navigating the path between a rock and a hard place: the role of the target director in distressed M&A

The focus of the two panel discussions was on the duties of directors of companies that may be considered insolvent and the role of the directors of target companies involved in distressed sales and other restructuring transactions. The panels addressed the relationships between the distressed company, its managing director, creditors, shareholders and purchasers. Panel members considered applicable laws in Australia, certain European countries, England, India and the United States.
New Italian anti-raider rules enacted - Securities Law Committee, March 2018

Following recent foreign investments in certain major Italian listed companies, the Italian Government introduced additional disclosure requirements for purchasers of stakes in listed companies. While the new provisions should improve market efficiency and create a level playing field, a major role will be vested on CONSOB, which may identify, by its own regulation, those cases where such requirements are not applicable.
Front running in the Indian stock market – the scope of securities fraud clarified by the Supreme Court

The Supreme Court of India, the highest court in the country, explained the concept of ‘front running’ in the securities market in a recent judgment in the context of securities laws that prohibit market manipulation and fraudulent trade practices. The relevant regulations issued by the securities market regulator, the Securities and Exchange Board of India (SEBI), are called SEBI (Prohibition of Fraudulent and Unfair Trade Practices) Regulations 2003 (the ‘FUTP Regulations’).
Clawbacks at publicly traded companies and financial institutions: threading the needle between incentives and accountability - October 2017

This session at the 34th International Financial Law Conference addressed clawbacks: only US regulations have clearly addressed clawbacks for years. In other jurisdictions there are no global statutory rules on clawbacks, and one generally has to look to the relevant company’s by-laws or terms and conditions of compensation plans. This is not normally true of financial institutions for which there are specific regulatory requirements.
Distributed ledger technology: ‘hacking the paragraphs’ - October 2017

This session at the 34th International Financial Law Conference discussed distributed ledger technology, more commonly known as blockchain. The Chair argued that blockchain is essentially another phase of technological innovation affecting the financial sector, being implemented alongside automated portfolio management and related algorithms, as well as artificial intelligence.
Liability of credit rating agencies - October 2017

This session at the 34th International Financial Law Conference dealt with the question of whether a Credit Rating Agency can be, or should be, liable if it has issued a negligent rating and to whom that liability should extend.
How can you carry out a public transaction without knowing the shareholders and who is calling the shots? - October 2017

This session at the 34th International Financial Law Conference looked at the steady decline in retail shareholding and a corresponding rise in holdings by intermediaries, exploring the many questions that this separation of ultimate ownership from voting power raises.
French Securities law gets a spring clean - October 2017

This article discusses French securities law, which has recently undergone a mini revolution with the publication of the ordonnance of 10 May 2017 No 2017-979, aimed at encouraging the development of bond issues
Securities Law Newsletter - May 2017

The Committee’s May newsletter includes a conference report from the IBA Annual Conference in Washington alongside updates from Brazil, the EU, Korea and India.
Committee members – click here to login and download
Securities Law Newsletter - September 2016

The Committee’s August newsletter contains a selection of session reports from the recent 33rd International Financial Law Conference in Athens, as well as features on key issues affecting capital markets and financial regulation globally.
Committee members – click here to login and download
Securities Law Committee newsletter, May 2016

This edition of the Committee's newsletter contains reports from the 2nd IBA Asia-based International Financial Law Conference in Singapore in March 2016 and the IBA 2015 Annual Conference in Vienna last October, plus a selection of features on securities law developments worldwide. It is free to all members of the IBA Securities Law Committee - click here to login and download.
Securities Law Committee newsletter, September 2015

Download the September 2015 issue of the Securities Law Committee Newsletter
From the Co-Chairs - Securities Law Committee newsletter article, May 2015

By Nick Eastwell and Cecilia Mairal. From the Co-Chairs - Securities Law Committee newsletter article, May 2015
Strategy, tactics and ethics in the negotiation of transactions - Securities Law Committee newsletter article, May 2015

By Marcelo Armas. Conference reports – Strategy, tactics and ethics in the negotiation of transactions.
Trends in corporate governance – activist shareholders - Securities Law Committee newsletter article, May 2015

By Miguel Tornovsky. Trends in corporate governance – activist shareholders.
Liability of intermediaries and rating agencies - Securities Law Committee newsletter article, May 2015

By Gabriel Núñez. Liability of intermediaries and rating agencies.
What is my name and does it matter? Securities law considerations for listed funds - Securities Law Committee, May 2015

By Kathy Hughes. What is my name and does it matter? Securities law considerations for listed funds.
Risk management: where lies the board? - Securities Law Committee, May 2015

By Jerry Koh and Daniel Seow. Risk management: where lies the board?
The impact of a Korean issuer’s merger event on outstanding debt securities governed by English law - Securities Law Committee, May 2015

By Ben Hur and Andrew W Keller. The impact of a Korean issuer’s merger event on outstanding debt securities governed by English law.
A double jeopardy ruling shakes up the French legal regime against market abuse practices - Securities Law Committee, May 2015

By Patrick Bernard and Hiba Salem. A double jeopardy ruling shakes up the French legal regime against market abuse practices.
Disclosure requirements for convertible and exchangeable debt securities: recent developments in the French market - Securities Law Committee, May 2015

By Marie-Aude Noury. Disclosure requirements for convertible and exchangeable debt securities: recent developments in the French market.
Italian ‘minibonds’: new measures aimed at stimulating economic growth and access to finance - Securities Law Committee, May 2015

By Claudia Bruscaglioni and Francesco Capitta. Italian ‘minibonds’: new measures aimed at stimulating economic growth and access to finance.
Legal developments around bondholders’ rights in Lithuania - Securities Law Committee newsletter article, May 2015

By Agne Sovaite and Tomas Kontautas. Legal developments around bondholders’ rights in Lithuania.
Securities Law Committee newsletter, May 2015

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Securities Law Committee newsletter, September 2014

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Securities Law Committee newsletter, May 2014

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Securities Law Committee newsletter, October 2013

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Securities Law Committee newsletter, May 2013

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Securities Law Committee newsletter, February 2013

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Securities Law Committee newsletter, September 2012

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Securities Law Committee newsletter, May 2012

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Securities Law Committee newsletter, October 2011

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Securities Law Committee newsletter, April 2011

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Securities Law Committee newsletter, August 2010

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Securities Law Committee newsletter, December 2009

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Securities Law Committee newsletter, August 2009

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Securities Law Committee newsletter, April 2009

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Float Guides 2012

The Corporate and M&A Law Committee and the Securities Law Committee have prepared a guide to floats with chapters from more than 30 countries. The Float Guides describe the process in each jurisdiction for an initial public offering by a company, and explain the steps involved and set out a typical timetable.
Takeover Guides

The Corporate and M&A Law Committee and the Securities Law Committee have partnered to produce guidance to the takeover laws for the following countries around the world.