This session explored the latest trends and best practices for practitioners when it comes to acquiring a listed company under the capital market rules of various jurisdictions.
Released on Jan 31, 2024
This session explored why and when spin-offs, split-offs and other strategic restructuring transactions are undertaken by public companies, what factors are considered in choosing the best way to execute these transactions, and how to avoid pitfalls and ensure their success, with a particular focus on the capital markets regulatory requirements imposed on public issuers.
Released on Jan 31, 2024
During this session, experienced legal and business experts in the industry discussed the latest trends in private equity (PE)-driven M&A. They considered the challenges that deal makers face in today’s unpredictable markets. These challenges include limited partners expecting returns to be realised and new capital to be deployed while PE funds are struggling with limited and expensive sources of debt financing and gaps in expected valuations. The session discussed certain innovative deal and financing structures that have been invented to bridge these gaps and to ensure continued deal making.
Released on Jan 31, 2024
This session discussed the benefits of an Initial Public Listing and listing on a trading venue. Advantages can include: management retains ‘control’; it is more permanent than some other funding tools; it is advantageous for obtaining financing from banks; listed shares are a good ‘currency’ in M&A transactions where the shares can be offered in exchange; and/or employees can be incentivised by shares with a real ‘exit’ opportunity.
Released on Jan 31, 2024
This session explored the intricate legalities of digital assets. Key points of discussion included: the various types of digital assets and their implications in capital markets; the complex regulatory frameworks governing them; the innovative uses of blockchain in securities transactions; and real-world case studies of challenges and failures in the digital asset sector.
Released on Jan 31, 2024
This survey aims to assess how different jurisdictions regulate environmental, social and governance (ESG) disclosures and to determine whether and to what extent ESG disclosures are now mandatory due to prevailing regulatory trends and institutional investors’ demands.
Released on May 18, 2023
Major institutional investors are taking a principled approach towards companies that provide insufficient ESG disclosures and regulators across the globe are increasingly making adequate annual ESG disclosures mandatory. The purpose of the session was to discuss emerging worldwide trends in ESG disclosure, as well as the related risks and opportunities.
Released on Apr 14, 2023
This conference session discussed how financial regulation and the regulation of securities offerings has evolved in the face of the growing use of social media by issuers, investors, broker dealers and intermediaries, and what more market participants and regulators can do to efficiently, but fairly, harness the power of social media.
Released on Apr 14, 2023
This conference panel presented the activism landscape, discussed the rise of ESG activism, analysed what activists and proxy advisors look for and concluded with a set of quick highlights on the changing regulatory landscape for activism.
Released on Apr 14, 2023
Cybersecurity, data privacy and artificial intelligence issues are endemic. Some immediate questions are: how should businesses operating across borders track developments? What is the organisational and compliance standard that stakeholders expect? Is compliance with specific legal obligations sufficient to avoid reputational harm and, if not, how should it be dealt with?
Released on Apr 14, 2023
In this session at the 37th International Financial Law Conference in Venice, the Co-Chairs and the four expert panellists shared perspectives and comments on two main areas that may have a significant impact on deal flows and their financing due to the increased tendency towards national government intervention on the grounds of protecting national security: (1) sanction policies when the protection of national security is derived from a genuine reason; and (2) the growth of foreign investment controls in Europe.
Released on Sep 22, 2022
The panel on digital assets at the 37th International Financial Law Conference in Venice was co-chaired by Dirk Bliesener, Vice-Chair of the IBA Banking Law Committee and partner at Hengeler Mueller in Frankfurt, and Benjamin Leisinger, member of the IBA Securities Law Committee and partner at Homburger in Zurich. It began by examining some of the fundamentals of crypto markets and the different asset standards.
Released on Sep 7, 2022
At the 2022 International Financial Law Conference in Venice, delegates crowded the Appellate Chamber of the Venetian Republic to bear witness to a legal occasion hundreds of years in the making: Shylock’s appeal.
Released on Sep 7, 2022
A report on a joint session of the Banking Law Committee and the Securities Law Committee at the 37th International Financial Law Conference in Venice. The session began with a case study of an M&A transaction involving a listed acquirer and the (partial) payment of shares in the listed entity as consideration.
Released on Sep 7, 2022
This panel discussion, at the 37th International Financial Law Conference in Venice, was devised to attract young lawyers’ interest with an informal combination of different perspectives and experiences on one of the most exciting financial topics nowadays, ‘decentralised finance’ or the so-called ‘crypto universe’, which has unlimited applications and represents a huge challenge for traditional financial infrastructures.
Released on Sep 7, 2022
A report on a joint session of the Banking Law Committee and the Securities Law Committee at the 37th International Financial Law Conference in Venice, on the theme of diversity and inclusion.
Released on Sep 7, 2022
Recent macro themes have created a wave of ESG expectations. Boards and senior executives must be aware of them and, until legal tools provide more certainty, must keep an open mind as to the alignment of ESG goals and corporate strategy.
Released on Nov 19, 2021
The article provides an overview of the Brazilian Depositary Receipt market, its regulation and prospects, in light of recent offerings of these securities in the Brazilian market and the amendments proposed to the relevant regulation by the Brazilian Securities and Exchange Commission.
Released on Sep 6, 2021
The article provides the author’s view on the amendments proposed by the Indian Securities Exchange Board of India pursuant to the Consultation Paper on Review of Regulatory Provisions related to independent directors.
Released on Jul 8, 2021
Boards of directors face growing concerns about business resilience and sustainability. Law firms play a crucial role in providing the type of advice corporates need and society deserves, while help shape the environmental, social and governance agenda for the future.
Released on Jun 30, 2021
Two new concepts of ‘digital financial assets’ and ‘digital currency’ were introduced into Russian legislation on 1 January 2021. These (1) provide for a legal basis for the turnover of digital assets under Russian law; and (2) are aimed at placing cryptocurrencies under governmental control in Russia.
Released on Jun 30, 2021
Securities Law Committee Co-Chair's note January 2021.
In this session at the IBA 2020 -- Virtually Together conference, five expert panellists shared perspectives and comments on the following four topics: the current state of effectiveness of regulators regarding consumer protection in capital and financial markets; using technology to protect the markets and control abuse; diving into financial literacy; and data gate-keepers.
On 11 November 2020, ministers introduced the National Security and Investment Bill in the UK House of Commons. The Bill provides for a Committee on Foreign Investment in the United States (CFIUS)-style regime, granting the UK Government powers to scrutinise and intervene in a number of business transactions (for example, takeovers) on national security grounds.
In March 2018, the Russian President instructed the government and the Bank of Russia to develop an action plan to accelerate growth of investments and their share in gross domestic product. Shortly afterwards, the Russian Ministry of Finance developed a draft law ‘On Protection and Promotion of Investment in Russia’, which was announced in October 2018. It was assumed that the adoption of this law would improve the investment climate and give impetus to the development of the country's economy.
A report on a session presented by the Corporate and M&A Law Committee and the Securities Law Committee at the IBA Annual Conference 2020. Covid-19's impact on stock markets led governments and regulatory agencies to quickly put together relief measures designed to alleviate the immediate crisis. This session summarised those relief measures based on a multi-jurisdictional survey compiled by the IBA Securities Law Committee, and looked forward to activity in 2021.
In India, proxy advisory companies have gained importance in the last decade. India’s securities regulator, the SEBI, introduced regulations to govern proxy advisers in 2014, and recently, it has issued more detailed guidelines for them. This article assesses the impact of the recent guidelines and whether they threaten the ability of proxy advisers to fulfil their role in improving corporate governance.
Since the introduction of the variable capital company (VCC) framework in Singapore in January 2020, there have been close to 160 VCCs established as of the end of October 2020. The strong take-up in a relatively short period of time against the backdrop of the Covid-19 pandemic has been encouraging and bodes well for Singapore’s push to be an asset management and fund domiciliation hub.
Co-Chairs' note - Securities Law Committee newsletter article, May 2020
By Gabriel Núñez and Susana Serrano de Frutos. Spain takes steps towards uniform market abuse conditions - Securities Law Committee