ProfessionalsMark S. Bergman

Mark S. Bergman
Partner
Tel: +44-20-7367-1601
Fax: +44-20-7367-1651
emailmbergman@paulweiss.com
Alder Castle
10 Noble Street
London,
United Kingdom
EC2V 7JU
Fax: +44-20-7367-1651
Mark Bergman is a partner and resident in our London office, and the former Head of the Global Capital Markets Practice Group. Mark joined Paul, Weiss in 1982 and was elected to partnership effective January 1, 1991. In the early 1990s, he was the resident U.S. corporate partner in the firm’s Paris office.
EXPERIENCE
Mark has extensive experience in corporate finance and securities transactions. Offerings in which he has been involved range from traditional offerings of equity and debt securities (including high yield debt and investment grade Yankee bonds) to offerings of perpetual and long-dated hybrid securities for financial institutions. Mark has been involved in global capital markets transactions and other securities offerings for issuers in a number of countries in Europe, Asia and Africa, as well as in the United States. He has represented issuers listing securities on stock exchanges in the United States, the European Union, Switzerland, South Africa and Hong Kong. For issuers of high yield debt, in addition to offerings, he has been involved in restructurings, refinancings and other liability management transactions.
Mark advises a range of listed companies in connection with reporting and other obligations under the securities laws, establishment of corporate compliance programs, compliance with corporate governance standards under the securities laws and stock exchange rules, and risk oversight and risk management matters. He has advised companies in connection with SEC and other U.S. regulatory investigations, and stock exchange proceedings.
In the cross-border M&A arena, Mark has been involved in cross-border tender offers, exchange offers and going private transactions. He has also acted for sponsors in connection with leveraged acquisitions.
Mark has represented a range of companies (financial institutions as well as and corporate clients that are not in the financial sector) in raising capital and restructuring balance sheets in the context of adverse economic and financial market conditions, including advising on negotiated investments, “rescue rights issues”, restructurings of troubled asset portfolios, debt tender offers, modifications of financing arrangements and modifications of internal corporate governance structures.
Mark has been involved in U.S. capital markets transactions for over 30 years and has been involved in cross-border capital markets transactions for 20 years. During this time, a number of his capital markets and securities matters have been novel and/or innovative, including the first direct listing by a Chinese company on the NYSE; the first issuance by a South African company of high yield debt and the first leveraged acquisition in South Africa using offshore high yield debt; the first issuance by a reinsurance company of stock settled hybrid securities; the first issuance by a reinsurance company of hybrid securities with a principal write-off feature; the first dual listed company to be registered with the Securities and Exchange Commission and listed on the London Stock Exchange; and the CHF 3.0 billion investment by Berkshire Hathaway in Swiss Reinsurance Company Ltd using a novel Convertible Perpetual Capital Instrument.
Mark authors a significant number of the firm’s client alerts on disclosure matters and other securities and capital markets topics, as well as corporate governance issues. He is a frequent contributor to professional journals and other publications. Mark regularly serves as a panelist for presentations and seminars on a range of capital markets and other securities law topics, and more recently on subjects related to legislative and regulatory efforts to reform the financial system and address systemic risks.
Mark is recognized for his work in capital markets transaction by The Legal Media Group Guides to the World’s Leading Capital Markets Lawyers, Chambers and Legal 500. He is also a member of the Practical Law Company (PLC) Advisory Board for securities matters.
Mark received his B.A. from Bowdoin College in 1978 (magna cum laude), his M.A. from the University of Virginia in 1979 and his J.D. from Washington College of Law, American University, in 1982, where he was editor-in-chief of the Law Review. Mark is admitted to the Bars of the State of New York and the District of Columbia.
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ESG Disclosures: The Push for Consistent and Comparable Standards – United Kingdom
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Update for Chinese SEC Reporting Companies: President’s Working Group Issues Mandated Report on Listings
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Update for Chinese SEC Reporting Companies: President’s Working Group Issues Mandated Report on Listings
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Paul, Weiss Panel: Recent Development in the U.S. Affecting U.S.-Listed Chinese Companies
- Aug 11, 2020
- Events
Paul, Weiss Panel: Recent Development in the U.S. Affecting U.S.-Listed Chinese Companies
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The U.S. Regulatory Framework for ESG Disclosures
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The U.S. Regulatory Framework for ESG Disclosures
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SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
- Jul 22, 2020
- Publications
SEC Adopts Final Rules on Proxy Voting Advice and Related Guidance on Investment Adviser Voting Responsibilities
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SEC Proposes Amendments to Form 13F Reporting Requirements
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- Publications
SEC Proposes Amendments to Form 13F Reporting Requirements
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President Trump Signs the Hong Kong Autonomy Act into Law and Issues an Implementing Executive Order
- Jul 21, 2020
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President Trump Signs the Hong Kong Autonomy Act into Law and Issues an Implementing Executive Order
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COVID-19 Update for Public Companies: Status of Temporary Relief
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Introduction to ESG
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Introduction to ESG
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DOJ Antitrust Division and SEC Sign Memorandum of Understanding on Cooperation
- Jun 24, 2020
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DOJ Antitrust Division and SEC Sign Memorandum of Understanding on Cooperation
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SEC Staff Issues Additional COVID-19 Disclosure Guidance
- Jun 24, 2020
- Publications
SEC Staff Issues Additional COVID-19 Disclosure Guidance
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SEGRO and Taylor Wimpey Place New Shares
- Jun 23, 2020
- Client News
SEGRO and Taylor Wimpey Place New Shares
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Further Suspension on Entry of Foreign Nationals Announced
- Jun 23, 2020
- Publications
Further Suspension on Entry of Foreign Nationals Announced
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UK FCA Imposes £37 Million Penalty on Commerzbank for AML Failures
- Jun 22, 2020
- Publications
UK FCA Imposes £37 Million Penalty on Commerzbank for AML Failures
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FCA Publishes Guidance for Listed Companies on Market Conduct and Discipline and Grants Further Relief on Financial Reporting Deadlines
- Jun 17, 2020
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FCA Publishes Guidance for Listed Companies on Market Conduct and Discipline and Grants Further Relief on Financial Reporting Deadlines
In its most recent Market Watch Newsletter (available here), the UK Financial Conduct Authority (“FCA”) has published guidance on market conduct and transaction reporting issues in light of COVID-19. The key message in the guidance is …
General Atlantic and Buyer Consortium to Acquire 58.com in $8.7 Billion Deal
- Jun 15, 2020
- Client News
General Atlantic and Buyer Consortium to Acquire 58.com in $8.7 Billion Deal
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Update for Chinese SEC Reporting Companies: President Trump Mandates Report on PCAOB Access and Investor Protections
- Jun 08, 2020
- Publications
Update for Chinese SEC Reporting Companies: President Trump Mandates Report on PCAOB Access and Investor Protections
In response to the political impasse over access by U.S. regulators to information relating to U.S.-listed Chinese companies and, in particular, access by the Public Company Accounting Oversight Board to work papers relating to the…
SEC Adopts Amendments to Streamline Disclosures Relating to Acquisitions and Dispositions
- May 27, 2020
- Publications
SEC Adopts Amendments to Streamline Disclosures Relating to Acquisitions and Dispositions
On May 20, 2020, the SEC adopted final rules amending Regulation S-X to streamline the information that SEC registrants must disclose in connection with significant acquisitions of other businesses as well as dispositions.
Disclosure and Other Considerations: an Update for Chinese SEC Reporting Companies
- May 26, 2020
- Publications
Disclosure and Other Considerations: an Update for Chinese SEC Reporting Companies
As many Chinese companies with SEC reporting obligations have taken advantage of the relief provided by the U.S. Securities and Exchange Commission to delay the filings of their annual reports on Form 20-F, we outline key disclosure…
COVID-19 Update for Public Companies: NYSE Provides Temporary Relief for the 20% Shareholder Approval Requirement
- May 19, 2020
- Publications
COVID-19 Update for Public Companies: NYSE Provides Temporary Relief for the 20% Shareholder Approval Requirement
The SEC approved, with immediate effect, a proposed NYSE rule change that provides NYSE-listed companies with a temporary COVID-19 exception through June 30 to the 20% shareholder approval requirement for private placements. The…
COVID-19 Update for Public Companies: Nasdaq Provides Temporary Relief as to the 20% Shareholder Approval Requirement
- May 08, 2020
- Publications
COVID-19 Update for Public Companies: Nasdaq Provides Temporary Relief as to the 20% Shareholder Approval Requirement
The SEC recently approved a rule change that provides Nasdaq-listed companies with a limited temporary exception to the shareholder approval requirement for private placements and a narrow related exception for an affiliate’s…
COVID-19 Update for Public Companies: Nasdaq and NYSE Tolling Periods
- Apr 30, 2020
- Publications
COVID-19 Update for Public Companies: Nasdaq and NYSE Tolling Periods
In light of the continuing, unprecedented decline in the U.S. and global equity markets, the NYSE and the Nasdaq Stock Market recently modified their listing requirements relating to market capitalization and $1.00 minimum price (in…
Dave & Buster’s Completes At-The-Market Offering
- Apr 14, 2020
- Client News
Dave & Buster’s Completes At-The-Market Offering
Paul, Weiss advised Dave & Buster’s Entertainment, Inc. in an At-the-Market equity offering. Dave & Buster’s operates 139 restaurant and entertainment venues across the country, and employs 16,000; as of March 20, it had shut…
COVID-19 Update: SEC and Nasdaq Response and Updated SEC C&DIs
- Apr 20, 2020
- Publications
COVID-19 Update: SEC and Nasdaq Response and Updated SEC C&DIs
Nasdaq recently addressed some questions that Nasdaq-listed companies may have related to disruptions caused by COVID-19. Concurrently, the SEC Staff provided new guidance regarding Form 144 filing requirements in light of COVID-19…
COVID-19 Update: NYSE Shareholder Approval for Related Party and 20% Issuances Temporarily Waived and Minimum Market Capitalization Standard Temporarily Suspended
- Apr 20, 2020
- Publications
COVID-19 Update: NYSE Shareholder Approval for Related Party and 20% Issuances Temporarily Waived and Minimum Market Capitalization Standard Temporarily Suspended
The SEC is temporarily waiving certain requirements under the NYSE’s shareholder approval rule applicable to equity issuances to related parties and equity issuances in private placements in excess of 20%.
LIBOR Cessation: ISDA Announces Preliminary Results of Consultation on Pre-cessation Fallbacks for LIBOR
- Apr 20, 2020
- Publications
LIBOR Cessation: ISDA Announces Preliminary Results of Consultation on Pre-cessation Fallbacks for LIBOR
On April 15, ISDA announced preliminary results of its second market consultation regarding the implementation of pre-cessation fallbacks for derivatives contracts referencing LIBOR. ISDA found that “a significant majority of…
LIBOR Cessation: ARRC Announces Recommendation for Spread Adjustment Methodology for Cash Products
- Apr 09, 2020
- Publications
LIBOR Cessation: ARRC Announces Recommendation for Spread Adjustment Methodology for Cash Products
On April 8, 2020, the Alternative Reference Rate Committee (“ARRC”), a working group convened to help prepare for the cessation of the U.S. dollar London Interbank Offered Rate (USD LIBOR), announced that it had agreed on a…
Update: Mitigating Securities Litigation Risks Related to the Coronavirus
- Mar 31, 2020
- Publications
Update: Mitigating Securities Litigation Risks Related to the Coronavirus
As an update to our earlier alert, “Mitigating Securities Litigation Risks Related to the Coronavirus,” we look at key takeaways from the first two securities fraud class action filings related to COVID-19 disclosures and outline…
Joint Statement by the FCA, FRC and PRA Regarding Capital Markets Reporting in Light of Recent COVID-19 Developments
- Mar 30, 2020
- Publications
Joint Statement by the FCA, FRC and PRA Regarding Capital Markets Reporting in Light of Recent COVID-19 Developments
On March 26, UK regulatory bodies granted temporary relief and issued guidance to listed companies and auditors as a result of the increasing challenges posed by COVID-19.
COVID-19: LIBOR 2021 Cessation Timing Unchanged Though Planning Delays Expected
- Mar 29, 2020
- Publications
COVID-19: LIBOR 2021 Cessation Timing Unchanged Though Planning Delays Expected
Notwithstanding COVID-19-related market volatility and associated challenges faced by market participants, UK regulators have affirmed that the timetable for LIBOR’s anticipated cessation at the end of calendar year 2021 currently…
SEC Extends Conditional Reporting Relief; CorpFin Staff Issues COVID-19 Disclosure Guidance
- Mar 26, 2020
- Publications
SEC Extends Conditional Reporting Relief; CorpFin Staff Issues COVID-19 Disclosure Guidance
The SEC announced March 25th that it was extending filing periods covered by the conditional reporting relief announced March 4. Concurrently, the Division of Corporation Finance issued guidance and questions for reporting companies…
SEC Enforcement Co-Directors Issue Statement on Potential Insider Trading and Selective Disclosure Risks Related to COVID-19
- Mar 25, 2020
- Publications
SEC Enforcement Co-Directors Issue Statement on Potential Insider Trading and Selective Disclosure Risks Related to COVID-19
On March 23, SEC Division of Enforcement Co-Directors Stephanie Avakian and Steven Peikin issued a statement concerning “market integrity” in light of the unprecedented impacts of the COVID-19 pandemic.
COVID-19: A Special Audio Presentation of Our Partners
- Mar 24, 2020
- Videos
COVID-19: A Special Audio Presentation of Our Partners
U.S. State Department Issues Unprecedented Global Travel Advisory
- Mar 19, 2020
- Publications
U.S. State Department Issues Unprecedented Global Travel Advisory
The State Department has issued a Level 4 (Do Not Travel) advisory for all travel outside the United States. It advises U.S. citizens not to travel abroad and U.S. citizens abroad who reside in the United States to return home if…
SEC Adopts Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
- Mar 17, 2020
- Publications
SEC Adopts Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
On March 2, the SEC published final rules (available here) amending and simplifying the financial disclosure requirements of Rule 3-10 of Regulation S-X for issuers and guarantors of registered guaranteed debt securities and of Rule…
Ban on Travel from Europe: Additional Details Are Released; the UK and Ireland Are Added to the List
- Mar 14, 2020
- Publications
Ban on Travel from Europe: Additional Details Are Released; the UK and Ireland Are Added to the List
The UK and Ireland have been added to the existing ban on entry into the U.S. of foreign nationals who have been in any of 26 countries in Europe during the 14 days prior to their entry.
The United States Imposes a Ban on Travel from Schengen Area Countries
- Mar 12, 2020
- Publications
The United States Imposes a Ban on Travel from Schengen Area Countries
President Trump signed a proclamation restricting and suspending the entry into the United States of foreign nationals who have been within Europe’s Schengen Area during the 14 days prior to their entry. U.S. citizens and others not…
SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations
- Mar 04, 2020
- Publications
SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations
As the coronavirus (COVID-19) continues to spread, SEC reporting companies and their boards need to consider the impacts of the outbreak not just from business continuity and risk management perspectives, but also on their public…
Wells Fargo Reaches Resolutions with DOJ and SEC for $3 Billion, Agrees to a Deferred Prosecution Agreement
- Feb 24, 2020
- Publications
Wells Fargo Reaches Resolutions with DOJ and SEC for $3 Billion, Agrees to a Deferred Prosecution Agreement
On February 21, 2020, Wells Fargo & Company and its subsidiary, Wells Fargo Bank, N.A. (collectively, “Wells Fargo”), entered into resolutions with the Department of Justice (“DOJ”) and the Securities and Exchange Commission (the…
KKR Announces Investment in Avida
- Feb 21, 2020
- Client News
KKR Announces Investment in Avida
Paul, Weiss is representing Kohlberg Kravis Roberts & Co. (KKR) in its investment into Avida Holding AB and its subsidiary Avida Finans AB, a credit market company that offers financial solutions and services.
SEC Issues a Statement on Coronavirus Reporting Considerations and Potential Relief
- Feb 20, 2020
- Publications
SEC Issues a Statement on Coronavirus Reporting Considerations and Potential Relief
The Securities and Exchange Commission recently addressed financial reporting considerations and potential SEC relief in light of the effects of the novel coronavirus. These effects may be important to SEC-reporting companies that…
Nova KBM Expands its Presence in Slovenia Through Acquisition of Abanka
- Feb 05, 2020
- Client News
Nova KBM Expands its Presence in Slovenia Through Acquisition of Abanka
Paul, Weiss advised Nova KBM d.d. and funds managed by Apollo Global Management, LLC affiliates in Nova KBM’s €444 million acquisition of Slovenia-based bank Abanka d.d. from the Republic of Slovenia.
SEC Proposes Amendments to MD&A Requirements and Provides Guidance on use of Metrics in the MD&A
- Feb 03, 2020
- Publications
SEC Proposes Amendments to MD&A Requirements and Provides Guidance on use of Metrics in the MD&A
On January 30, the U.S. Securities and Exchange Commission (the “SEC”) published proposed amendments to modernize, simplify and enhance certain financial disclosure requirements set forth in Regulation S-K.
Brexit Update: What does “Brexit” really mean?
- Jan 23, 2020
- Publications
Brexit Update: What does “Brexit” really mean?
Yesterday, the Withdrawal Agreement Bill, which is necessary to implement the Withdrawal Agreement, was approved by Parliament and is expected to receive royal assent by the end of the week.
Global Regulators Press Market Participants to Prepare Now for LIBOR Transition
- Jan 22, 2020
- Publications
Global Regulators Press Market Participants to Prepare Now for LIBOR Transition
It is widely expected that within two years, by the end of 2021, the London Interbank Offered Rate (“LIBOR”) will no longer be published by LIBOR panel banks. Recognizing the potential impact LIBOR’s cessation could have on lenders,…
Brexit Update
- Jan 14, 2020
- Publications
Brexit Update
Three and a half years after the June 2016 referendum, the UK in all likelihood will leave the EU. While the departure date technically is January 31, 2020, in fact little will change on January 31 as the departure date will be…
SEC Proposes Amendments to the Definitions of Accredited Investor and Qualified Institutional Buyer
- Jan 08, 2020
- Publications
SEC Proposes Amendments to the Definitions of Accredited Investor and Qualified Institutional Buyer
The U.S. Securities and Exchange Commission (the “SEC”) has issued a release (the “Proposing Release”) (available here) proposing amendments that expand the definitions of “accredited investor” (“AI”) and “qualified institutional…
SEC Staff Issues Statement Addressed to Audit Committees
- Jan 06, 2020
- Publications
SEC Staff Issues Statement Addressed to Audit Committees
On December 30, 2019, the SEC Chairman, Jay Clayton, the SEC’s Chief Accountant, Sagar Teotia, and the Director of the SEC’s Division of Corporation Finance, William Hinman, issued a joint statement (the “Statement”) (available here)…
Takeaways from the AICPA’s 2019 Conference on Current SEC and PCAOB Developments
- Jan 06, 2020
- Publications
Takeaways from the AICPA’s 2019 Conference on Current SEC and PCAOB Developments
The annual AICPA Conference on Current SEC and PCAOB Developments has become a highly anticipated source of information on the latest issues and trends in financial reporting, accounting and auditing.
Securities Practice Update (Fall 2019)
- Nov 26, 2019
- Publications
Securities Practice Update (Fall 2019)
In September 2019, the SEC adopted a new rule (available here) under the Securities Act of 1933 extending a “test-the-waters” accommodation, previously available only to emerging growth companies (“EGCs”), to all issuers.
VinDAX Is the Seventh Cryptocurrency Exchange Hacked This Year: What Should Investors Be Considering?
- Nov 21, 2019
- Publications
VinDAX Is the Seventh Cryptocurrency Exchange Hacked This Year: What Should Investors Be Considering?
On November 5, 2019, Vietnam-based cryptocurrency exchange VinDAX was hacked, losing half a million U.S. dollars’ worth of funds spread across 23 different cryptocurrencies.[1]
ISS and Glass Lewis Publish 2020 Voting Policies
- Nov 18, 2019
- Publications
ISS and Glass Lewis Publish 2020 Voting Policies
U.S. proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis have issued updates to their respective voting policies for the 2020 proxy season.
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
- Nov 14, 2019
- Publications
SEC Proposes Amendments to Improve Accuracy and Transparency of Proxy Voting Advice and Modernize Shareholder Proposal Rules
Last week, the Securities and Exchange Commission voted 3-2 to propose amendments to its proxy solicitation rules as applicable to proxy voting advice and its Rule 14a-8 shareholder proposal procedures.
China’s State Grid to Acquire Chilean Power Company Chilquinta Energía
- Oct 14, 2019
- Client News
China’s State Grid to Acquire Chilean Power Company Chilquinta Energía
Paul Weiss is advising China-based utilities company State Grid International Development Limited in its $2.23 billion acquisition of Chilquinta Energía S.A. from Sempra Energy.
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
- Oct 01, 2019
- Publications
SEC Extends the “Test-the-Waters” Accommodation to All Issuers
On September 26, the U.S. Securities and Exchange Commission (the “SEC”) announced that it has adopted a new rule under the U.S. Securities Act of 1933 (the “Securities Act”) extending a “test-the-waters” accommodation, currently…
Full Effectiveness of New EU Prospectus Regulation Requires New EEA Legends and Selling Restrictions
- Sep 20, 2019
- Publications
Full Effectiveness of New EU Prospectus Regulation Requires New EEA Legends and Selling Restrictions
On July 21, Regulation (EU) 2017/1129 (the “Prospectus Regulation”) came fully into force, repealing and replacing Directive 2003/71/EC, as amended (the “Prospectus Directive”).
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
- Aug 28, 2019
- Publications
SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and the Applicability of Proxy Rules to Proxy Voting Advice
On August 21, 2019, the Securities and Exchange Commission (“SEC”) approved much anticipated guidance regarding the applicability of proxy rules to proxy voting advice and related guidance regarding proxy voting responsibilities of…
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
- Aug 21, 2019
- Publications
SEC Proposes to Modernize Descriptions of Business and Legal Proceedings, and Risk Factor Disclosures, Under Regulation S-K
On August 8, 2019, the Securities and Exchange Commission proposed amendments to Regulation S-K that aim to modernize the descriptions of business and legal proceedings, and risk factor disclosure requirements.
A “No-Deal” Brexit: What could it mean, and can it be prevented?
- Aug 16, 2019
- Publications
A “No-Deal” Brexit: What could it mean, and can it be prevented?
Britain has a new Prime Minister and a new cabinet. In spite of the change in the leadership of the Conservative Party, the dominant question remains: what of Brexit?
Wanda Sports Group Completes IPO
- Jul 30, 2019
- Client News
Wanda Sports Group Completes IPO
Paul, Weiss represented Wanda Sports Group in a successful initial public offering and listing on the Nasdaq Global Select Market of American Depositary Shares.
SEC Issues Statement Highlighting Risks Regarding LIBOR Transition
- Jul 18, 2019
- Publications
SEC Issues Statement Highlighting Risks Regarding LIBOR Transition
On July 12, the SEC’s staff issued a statement (the “LIBOR Statement”) urging market participants to prepare for the transition away from the London Interbank Offered Rate (“LIBOR”) reference rate.
Autokiniton Global Group to Acquire Tower International
- Jul 12, 2019
- Client News
Autokiniton Global Group to Acquire Tower International
Paul, Weiss is representing Autokiniton Global Group (AGG), a portfolio company of KPS Capital Partners, LP, in its $900 million acquisition of Tower International, Inc., a leading manufacturer of engineered automotive structural…
FCA Publishes New Related Party Transaction Rules
- Jul 01, 2019
- Publications
FCA Publishes New Related Party Transaction Rules
In May, the Financial Conduct Authority (“FCA”) published “Policy Statement: PS 19/13, Proposals to promote shareholder engagement: Feedback to CP19/7 and final rules” discussing the implementation of the new related party transaction …
SEC Adopts New Standard of Conduct for Broker-Dealers
- Jun 25, 2019
- Publications
SEC Adopts New Standard of Conduct for Broker-Dealers
On June 5, 2019, by a vote of 3-1, the Securities and Exchange Commission adopted a package of rulemakings and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
Brexit Lexicon: Update
- Jun 25, 2019
- Publications
Brexit Lexicon: Update
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit saga continues, we summarize in this update of our Brexit Lexicon the key concepts, key players and, most importantly, key…
Watches of Switzerland Completes IPO on London Stock Exchange
- Jun 18, 2019
- Client News
Watches of Switzerland Completes IPO on London Stock Exchange
Paul, Weiss represented Watches of Switzerland Group PLC and Jewel Holdco S.à r.l., its immediate parent, in a successful initial public offering of Watches of Switzerland’s shares.
UK IPO Reforms: One Year On
- Jun 17, 2019
- Publications
UK IPO Reforms: One Year On
On July 1, 2018, the revised Financial Conduct Authority (“FCA”) rules on the availability of information in the UK IPO process became effective. The rules were introduced with a goal of improving the quality and timeliness of…
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
- May 23, 2019
- Publications
SEC Proposes to Amend Definitions of “Accelerated Filer” and “Large Accelerated Filer”
In May 2019, the SEC announced a proposal to amend the definitions of “accelerated filer” and “large accelerated filer” under Rule 12b-2 of the Exchange Act, in an ongoing effort to reduce costs and reporting requirements for…
Brexit – New Deadlines and Prolonged Uncertainty
- May 16, 2019
- Videos
Brexit – New Deadlines and Prolonged Uncertainty
In this video, London-based corporate partners Mark Bergman and David Lakhdhir discuss Britain’s upcoming deadlines and the MEP elections, political complications and potential next steps, against the backdrop of continued…
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
- May 13, 2019
- Publications
SEC Proposes to Streamline Disclosures Relating to Acquisitions and Dispositions
On May 3, the SEC proposed rule changes (available here) to streamline the information that investors receive in connection with significant acquisitions of other businesses.
Swiss Re Completes Two New Hybrid Securities Offerings
- Apr 15, 2019
- Client News
Swiss Re Completes Two New Hybrid Securities Offerings
Swiss Re completed an offering of $1 billion Guaranteed Subordinated Fixed Rate Reset Step-up Callable Notes with a scheduled maturity in 2049 and €750 million Guaranteed Subordinated Fixed Rate Reset Step-up Callable Notes with a…
SEC Adopts Rules Modifying and Simplifying Regulation S-K
- Apr 02, 2019
- Publications
SEC Adopts Rules Modifying and Simplifying Regulation S-K
The SEC has adopted amendments (the “Amendments,” available here) to Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies.
Brexit Lexicon: Update
- May 30, 2019
- Publications
Brexit Lexicon: Update
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit saga continues, we summarize in this update of our Brexit Lexicon the key concepts, key players and, most importantly, key…
No-Deal Brexit: Emir Reporting Compliance Considerations
- Mar 15, 2019
- Publications
No-Deal Brexit: Emir Reporting Compliance Considerations
Article 9 of Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July 2012 on over-the-counter derivatives (“OTC Derivatives”), central counterparties and trade repositories (as amended, “EMIR”) requires…
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
- Mar 13, 2019
- Publications
SEC Approves Nasdaq Rule Change to Facilitate Listing Without an Initial Public Offering
In February 2019, The Nasdaq Stock Market LLC (“Nasdaq”) filed notice with the SEC of a proposed rule change creating new Listing Rule IM-5315-1 (available here; the text of the revised rule is available here) to the Nasdaq Global…
Mark Bergman to Participate in PLI’s Annual Institute on Securities Regulation in Europe
- Mar 14, 2019
- Events
Mark Bergman to Participate in PLI’s Annual Institute on Securities Regulation in Europe
London-based securities partner Mark Bergman will speak on a panel at the Practising Law Institute’s 18th Annual Institute on Securities Regulation in Europe.
Brexit Lexicon: Update
- Mar 08, 2019
- Publications
Brexit Lexicon: Update
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit deadline of March 29, 2019 approaches, we set out in this update of our Brexit Lexicon the key concepts, key players and,…
SEC Proposes to Expand “Test-the-Waters” Accommodation
- Feb 20, 2019
- Publications
SEC Proposes to Expand “Test-the-Waters” Accommodation
On February 19, the SEC proposed a rule (available here) that would expand the “test-the-waters” accommodation—currently available only to emerging growth companies, or “EGCs”—to all issuers, including investment company issuers.
The EU and the UK Publish Guidance on Prospectuses Applicable in the Event of No-Deal Brexit
- Feb 11, 2019
- Publications
The EU and the UK Publish Guidance on Prospectuses Applicable in the Event of No-Deal Brexit
The European Securities and Markets Authority (“ESMA”) has issued updates to its guidance on prospectuses in the form of new questions and answers (“Q&As”) relating to the Prospectus Directive (available here) and Transparency…
Brexit Lexicon: Update
- Feb 04, 2019
- Publications
Brexit Lexicon: Update
As an aid to those trying to keep track of the moving pieces in Britain and across the Channel as the Brexit deadline of March 29, 2019 approaches, we set out in this Brexit Lexicon the key concepts and players, which we continue to…
Takeaways from the AICPA’s 2018 Conference on Current SEC and PCAOB Developments
- Jan 08, 2019
- Publications
Takeaways from the AICPA’s 2018 Conference on Current SEC and PCAOB Developments
In mid-December 2018, speakers and panelists representing regulatory and standard-setting bodies as well as auditors, registrants, securities counsel and other industry experts gathered in Washington D.C. for the 2018 AICPA Conference …
SEC Adopts Final Rules for Disclosure of Hedging Policies
- Jan 03, 2019
- Publications
SEC Adopts Final Rules for Disclosure of Hedging Policies
After several years of consideration, the Securities and Exchange Commission has adopted final rules to require disclosure of hedging practices or policies in proxy and information statements relating to the election of directors.
Winter 2018 Securities Practice Update
- Dec 19, 2018
- Publications
Winter 2018 Securities Practice Update
SEC Chair Reminds Reporting Companies of the Importance of Brexit-Related Disclosures
- Dec 11, 2018
- Publications
SEC Chair Reminds Reporting Companies of the Importance of Brexit-Related Disclosures
Since the June 2016 Brexit referendum, we have chronicled in a series of alerts the tremendous level of uncertainty and the potentially far reaching effects of the different Brexit scenarios.
A Decisive Moment for Brexit Negotiations
- Dec 10, 2018
- Videos
A Decisive Moment for Brexit Negotiations
After months of negotiations, the British Parliament was scheduled to vote on Prime Minister Theresa May’s Brexit Withdrawal Agreement on Tuesday, December 11.
Brexit Lexicon: Update
- Nov 26, 2018
- Publications
Brexit Lexicon: Update
As an aid to those trying to keep track of the moving pieces, we set out below the key concepts and players in a slightly different format. This update reflects events up through November 25th, the date on which the draft Withdrawal…
Brexit Update: Agreement Reached by Negotiators but may be rejected by UK Parliament, and Significant Uncertainties Remain
- Nov 26, 2018
- Publications
Brexit Update: Agreement Reached by Negotiators but may be rejected by UK Parliament, and Significant Uncertainties Remain
Following months of negotiations, on November 25th, the negotiating teams for the UK Government, led by Prime Minister Theresa May, and the European Union, led by its chief Brexit negotiator Michel Barnier, reached agreement on a…
SEC Issues Report Reminding Registrants to Consider Cyber Threats When Implementing Internal Accounting Controls
- Oct 29, 2018
- Publications
SEC Issues Report Reminding Registrants to Consider Cyber Threats When Implementing Internal Accounting Controls
On October 16, 2018, the Securities and Exchange Commission (the “SEC”) issued a Report of Investigation (“Report”) (available here) cautioning public companies to carefully consider cyber threats when implementing and maintaining…
AFME and Euro IRP Publish Guidance on New Rules Governing UK IPO Process
- Oct 15, 2018
- Publications
AFME and Euro IRP Publish Guidance on New Rules Governing UK IPO Process
The Association for Financial Markets in Europe (“AFME”) and the European Association of Independent Research Providers (“Euro IRP”) recently published industry-wide guidance (the “Guidance”) in respect of the rules adopted by the UK…
Five Paul, Weiss Partners to Participate in Annual IBA Conference
- Oct 07, 2018
- Events
Five Paul, Weiss Partners to Participate in Annual IBA Conference
Corporate partners Mark Bergman, Ariel Deckelbaum, Marco Masotti, Alvaro Membrillera and Tarun Stewart will participate in the International Bar Association’s annual conference.
The Financial Crisis 10 Years Later: Lessons Learned
- Sep 15, 2018
- Publications
The Financial Crisis 10 Years Later: Lessons Learned
Ten years after the collapse of Lehman Brothers, market participants and other global companies operate in a markedly changed regulatory enforcement and compliance landscape. This memorandum discusses the legal and business…
Brexit - Looming Deadlines and Competing Visions
- Sep 13, 2018
- Videos
Brexit - Looming Deadlines and Competing Visions
In this video, London-based corporate partners Mark Bergman and David Lakhdhir discuss key issues, including the possible scenarios for the UK leaving the EU and the implications of the splits within Prime Minister May's cabinet, the…
SEC Adopts Updates to Rationalize Disclosure Requirements
- Sep 04, 2018
- Publications
SEC Adopts Updates to Rationalize Disclosure Requirements
On August 17, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments (available here) to certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in…
Risk of a “no deal” Brexit: How should businesses respond?
- Aug 29, 2018
- Publications
Risk of a “no deal” Brexit: How should businesses respond?
With exactly seven months remaining until the United Kingdom is scheduled to withdraw from the European Union, its negotiations with the EU on the terms of its withdrawal and its future relationship are, in the words of Prime Minister …
Brexit Lexicon: Update
- Aug 30, 2018
- Publications
Brexit Lexicon: Update
As the Brexit negotiations between the UK and the EU27 (not to mention the internecine battles among factions in the Conservative Party, the cabinet and Parliament) continue, keeping track of the players and their positions, and where …
SEC Proposes Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
- Aug 06, 2018
- Publications
SEC Proposes Simplified Disclosure Requirements for Guaranteed and Secured Notes in Registered Offerings
The SEC recently proposed rules that amend and simplify disclosure requirements for issuers and guarantors of registered offerings of guaranteed and secured notes. The proposed rules are intended to focus disclosures on material…
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
- Jul 26, 2018
- Publications
SEC Adopts Final Rules Raising Rule 701 Disclosure Threshold
The SEC recently adopted final rules to revise Securities Act Rule 701(e), which allows private companies to offer securities to employees without having to comply with federal registration requirements.
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
- Jul 05, 2018
- Publications
SEC Broadens Definition of “Smaller Reporting Company” and Requires Inline XBRL in Certain Filings
On June 28, the SEC voted on several final rules and rule proposals, including the adoption of final rules that broaden the definition of “smaller reporting company” and that require the use of the Inline XBRL format in certain…
Brexit Update: Keeping Track of the Moving Pieces
- Jul 02, 2018
- Publications
Brexit Update: Keeping Track of the Moving Pieces
The second anniversary of the Brexit referendum is upon us, an entirely inconclusive meeting between Prime Minister Theresa May and her fellow members of the European Council has just ended, and the proverbial clock continues to count …
FCA Publishes a Consultation on an Update to a Technical Note on Periodic Financial Information and Inside Information
- Jun 19, 2018
- Publications
FCA Publishes a Consultation on an Update to a Technical Note on Periodic Financial Information and Inside Information
On June 11, 2018, the UK Financial Conduct Authority (the “FCA”) published a special edition of its Primary Market Bulletin containing a consultation (the “Consultation”) on an update to its existing guidance on periodic financial…
Federal Agencies Propose Amendments to Volcker Rule
- Jun 08, 2018
- Publications
Federal Agencies Propose Amendments to Volcker Rule
The SEC, following approval by the Federal Reserve, Treasury, the FDIC and the CFTC, recently proposed amendments to the “Volcker Rule,” a key element of the Dodd-Frank Act. The proposed amendment are designed to simplify the Volcker…
President Signs Dodd-Frank Reform Legislation
- May 31, 2018
- Publications
President Signs Dodd-Frank Reform Legislation
On May 24, following passage in both the House and Senate earlier this year, President Trump signed into law a financial services reform bill relaxing certain elements of the Dodd-Frank Wall Street Reform and Consumer Protection Act…
Securities Practice Update (Spring 2018)
- May 24, 2018
- Publications
Securities Practice Update (Spring 2018)
On February 21, the SEC issued an interpretive release providing guidance to assist reporting companies in preparing disclosures concerning cybersecurity risks and incidents.
SEC Proposes New Standard of Conduct for Broker-Dealers
- May 07, 2018
- Publications
SEC Proposes New Standard of Conduct for Broker-Dealers
On April 18, 2018, by a vote of 4-1, the Securities and Exchange Commission proposed a package of rulemaking and interpretations addressing investors’ relationships with broker-dealers and investment advisers.
Yahoo! Agrees to $35 Million SEC Penalty for Failure to Disclose Cyber Incident
- May 03, 2018
- Publications
Yahoo! Agrees to $35 Million SEC Penalty for Failure to Disclose Cyber Incident
On April 24, 2018, the Securities and Exchange Commission announced that Altaba, the company formerly known as Yahoo! Inc., agreed to pay a $35 million penalty as part of a cease-and-desist order to settle charges that it misled…
Key Implications of the EU’s new PRIIPs and MiFID II Regimes for Offerings of Debt Securities
- May 03, 2018
- Publications
Key Implications of the EU’s new PRIIPs and MiFID II Regimes for Offerings of Debt Securities
Two new European regulatory regimes came into force in January 2018, bringing about sweeping changes for many market participants involved in offers and sales of financial instruments in Europe.
Implications of the New EU Data Protection Regime and Its Expanded Application for Non-EU Entities
- Apr 26, 2018
- Publications
Implications of the New EU Data Protection Regime and Its Expanded Application for Non-EU Entities
The EU General Data Protection Regulation (the “GDPR”), approved and adopted by the European Union in April 2016, takes effect in all member states of the European Union on May 25, 2018.
CAQ Publishes a Roadmap of Non-GAAP Financial Measures for Audit Committees
- Apr 23, 2018
- Publications
CAQ Publishes a Roadmap of Non-GAAP Financial Measures for Audit Committees
On March 16, 2018, the Center for Audit Quality (the “CAQ”) published Non-GAAP Financial Measures: A Roadmap for Audit Committees (the “Roadmap”) to provide guidance to audit committees on advancing their oversight and involvement…
Naspers Completes Accelerated Offering of Tencent Shares for $9.8 Billion
- Mar 23, 2018
- Client News
Naspers Completes Accelerated Offering of Tencent Shares for $9.8 Billion
Paul, Weiss represented South African media group Naspers in its disposal and placing of approximately 2 percent of the issued share capital of Chinese internet giant Tencent.
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
- Mar 23, 2018
- Publications
SEC Brings Rule 701 Enforcement Action for Failure to Provide Required Disclosure
On March 12, 2018, the Securities and Exchange Commission (the “SEC”) issued a cease-and-desist order against Credit Karma, Inc. (“Karma”) for failure to comply with the disclosure requirements of Rule 701 promulgated under the…
Senate Passes Act Limiting Scope of Dodd-Frank Act
- Mar 20, 2018
- Publications
Senate Passes Act Limiting Scope of Dodd-Frank Act
The Senate recently voted 67-31 in favor of the Economic Growth, Regulatory Relief and Consumer Protection Act. The legislation, if enacted into law, would represent one of the most significant changes to the Dodd-Frank Wall Street…
Arrow Global Completes High Yield Debt Offering
- Mar 16, 2018
- Client News
Arrow Global Completes High Yield Debt Offering
Paul, Weiss client Arrow Global Group PLC, a data-driven debt purchase and receivables management company, raised €285,000,000 through the issuance of senior secured floating rate notes due 2026 and £100.0 million through the tap of…
SEC Issues Updated Guidance on Cybersecurity Disclosure
- Feb 27, 2018
- Publications
SEC Issues Updated Guidance on Cybersecurity Disclosure
The SEC recently provided updated guidance on cybersecurity-related disclosure obligations. We discuss the SEC’s new interpretive guidance, which seeks to assist companies in preparing disclosure concerning cybersecurity risks and…
CGG Finalizes Implementation of Financial Restructuring Plan
- Feb 21, 2018
- Client News
CGG Finalizes Implementation of Financial Restructuring Plan
Paul, Weiss advised French oilfields services giant CGG S.A. in the successful implementation of its financial restructuring plan.
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
- Feb 15, 2018
- Publications
SEC Approves NYSE Rule Change to Facilitate Listing Without an Initial Public Offering
The SEC recently approved a rule change proposed by the New York Stock Exchange designed to facilitate the direct listing of company shares without conducting an IPO.
Keeping Track of the Moving Pieces–Our Brexit Lexicon
- Jan 23, 2018
- Publications
Keeping Track of the Moving Pieces–Our Brexit Lexicon
Headlines in mid-December trumpeted a breakthrough on the Brexit discussions between the UK and the EU27.
For our most recent update click here.
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
- Jan 10, 2018
- Publications
SEC Provides Guidance for Disclosure and Accounting Implications of Tax Cuts and Jobs Act
On December 22, 2017, the Securities and Exchange Commission (the “SEC”) published new guidance for SEC reporting companies, auditors and others to help ensure timely public disclosures of the accounting impacts of the Tax Cuts and…
Client Alert: Keeping Track of the Moving Pieces as the Brexit Negotiations Move into the Second, and More Difficult, Phase
- Dec 21, 2017
- Publications
Client Alert: Keeping Track of the Moving Pieces as the Brexit Negotiations Move into the Second, and More Difficult, Phase
Recent headlines trumpeted a breakthrough on the Brexit discussions between the UK and the EU27 and, while it is correct that an important milestone has been achieved, many observers see the next phase as the hard part because…
Brexit Breakthrough with Very Tough Choices Ahead
- Dec 12, 2017
- Publications
Brexit Breakthrough with Very Tough Choices Ahead
The publication on Friday morning (December 8) of the Joint Report from the Negotiators of the European Union and the United Kingdom Government on Progress during Phase 1 of Negotiations Under Article 50 TEU on the United Kingdom’s…
The SEC Is Open for Business: Takeaways from the AICPA’s 2017 Conference on Current PCAOB and SEC Developments
- Dec 08, 2017
- Publications
The SEC Is Open for Business: Takeaways from the AICPA’s 2017 Conference on Current PCAOB and SEC Developments
One of the key messages conveyed by the Staff (the “Staff”) of the SEC’s Division of Corporation Finance (the “Division”) at the annual gathering in Washington, D.C. for the AICPA’s 2017 Conference on Current PCAOB and SEC…
FCA Adopts Changes to Rules Governing Availability of Information for IPOs
- Nov 13, 2017
- Publications
FCA Adopts Changes to Rules Governing Availability of Information for IPOs
The UK Financial Conduct Authority (the “FCA”) recently published a policy statement (the “Policy Statement”) that addresses the availability of information as part of the initial public offering (“IPO”) process in the United Kingdom.
The FCA Adopts a Number of Technical and Structural Changes to the UK Listing Regime
- Nov 08, 2017
- Publications
The FCA Adopts a Number of Technical and Structural Changes to the UK Listing Regime
On October 26, 2017, the UK Financial Conduct Authority (the “FCA”) published a policy statement (the “Policy Statement”) that introduces a number of changes to the UK Listing Rules (“LRs”) and related guidance.
SEC Staff Provides Rule 701(e) Guidance Addressing Industry Concerns over Confidentiality of Financial Statements
- Nov 08, 2017
- Publications
SEC Staff Provides Rule 701(e) Guidance Addressing Industry Concerns over Confidentiality of Financial Statements
Private companies granting share-based compensation to their employees often will rely on Rule 701 under the Securities Act of 1933 (the “Securities Act”), particularly if the employees being granted options or restricted stock units…
MiFID II Unbundling Rules: Implications for Asset Managers and Broker-Dealers in the United States
- Nov 01, 2017
- Publications
MiFID II Unbundling Rules: Implications for Asset Managers and Broker-Dealers in the United States
On January 3, 2018, the European Union’s revised Markets in Financial Instruments Directive (“MiFID II Directive”) and the new Markets in Financial Instruments Regulation (“MiFIR,” and together with the MiFID II Directive, “MiFID II”) …
SEC Issues Proposed Amendments Modifying and Simplifying Regulation S-K
- Oct 23, 2017
- Publications
SEC Issues Proposed Amendments Modifying and Simplifying Regulation S-K
The SEC has proposed amendments to Regulation S-K and related rules to improve readability and navigability of disclosure documents and to discourage disclosure of immaterial or repetitive information. We discuss the proposed…
Glenveagh Properties PLC Lists on the Irish and London Stock Exchanges
- Oct 13, 2017
- Client News
Glenveagh Properties PLC Lists on the Irish and London Stock Exchanges
Irish house-building company Glenveagh Properties PLC completed its listing on the Irish Stock Exchange and the London Stock Exchange and formally commenced trading, raising gross proceeds of €500 million, the second-largest IPO on…
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
- Oct 16, 2017
- Publications
Treasury Issues Report Outlining Proposed Reforms to U.S. Capital Markets
The Department of the Treasury recently issued a report outlining proposed changes to U.S. capital markets regulations, providing a regulatory “road map” for the SEC and the CFTC. The reforms, including several aimed at expanding and…
Mark Bergman and Sofia Martos Co-Author Article in Securities Law Daily
- Oct 05, 2017
- Publications
Mark Bergman and Sofia Martos Co-Author Article in Securities Law Daily
London-based partner Mark Bergman and associate Sofia Martos published an article in the October 5 edition of Bloomberg BNA Securities Law Daily.
Mark Bergman to Participate in PLI Webcast
- Sep 25, 2017
- Events
Mark Bergman to Participate in PLI Webcast
London-based securities partner Mark Bergman will participate in an hour-long briefing by the Practising Law Institute, “Accessing the U.S. Capital Markets From Europe Without SEC Registration: Understanding the Interplay Between…
While the Clock Continues to Tick, Brexit Positions Continue to Evolve
- Aug 18, 2017
- Publications
While the Clock Continues to Tick, Brexit Positions Continue to Evolve
Since Prime Minister Theresa May lost her majority in the U.K. Parliament on June 8, there has been much speculation as to whether the British government would continue down the road of a “hard” Brexit or would move to a softer…
The European Union Publishes Its Final Prospectus Regulation
- Jul 11, 2017
- Publications
The European Union Publishes Its Final Prospectus Regulation
On June 30, 2017, the final text of a new EU regulation entitled “Regulation on the prospectus to be published when securities are being offered to public or admitted to trading on a regulated market” (the “Prospectus Regulation”)was…
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
- Jul 07, 2017
- Publications
SEC Permits All Issuers to Submit Certain Registration Statements on a Confidential Basis
The SEC will allow all issuers to submit for review IPO draft registration statements and certain other registrations on a confidential basis beginning July 10.
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
- Jun 20, 2017
- Publications
Treasury Issues Report Outlining Reforms to U.S. Banking Regulation
The Treasury Department recently issued the first of four reports in response to President Trump’s February executive order setting forth “Core Principles” intended to guide U.S. financial regulatory system reform. This first report…
House Approves Financial CHOICE Act
- Jun 12, 2017
- Publications
House Approves Financial CHOICE Act
On June 8, the House of Representatives passed a revised version of the Financial CHOICE Act that would repeal or modify significant portions of the Dodd-Frank Act and address a wide range of other financial regulations.
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
- Jun 09, 2017
- Publications
PCAOB Adopts New Audit Standard Requiring Disclosure of Critical Audit Matters
On June 1, the Public Company Accounting Oversight Board adopted a new audit standard requiring disclosure of “critical audit matters” in the auditor’s report. The new audit standard is subject to approval by the SEC.
Brexit Negotiations – Potential Outcomes and Political Context
- May 12, 2017
- Videos
Brexit Negotiations – Potential Outcomes and Political Context
As the UK and the EU prepare for upcoming negotiations over a withdrawal agreement and the terms of access by the UK to EU markets for goods and services, it is clear that the parties are extremely far apart, which could have…
Release of UK and EU Negotiating Positions Provides Little Clarity on Brexit Outcome
- May 10, 2017
- Publications
Release of UK and EU Negotiating Positions Provides Little Clarity on Brexit Outcome
For many businesses, knowing the contours of the eventual Brexit deal is critical to evaluating what contingency plans may be required and, if required, by what point in time. In this memorandum, we examine the British and EU…
President Directs Review of Dodd-Frank Provisions
- Apr 27, 2017
- Publications
President Directs Review of Dodd-Frank Provisions
President Trump recently directed the review of provisions of the Dodd-Frank Act relating to orderly liquidation of non-bank financial institutions and the powers of the Financial Stability Oversight Council. While not resulting in…
Brexit: Britain Formally Enters Uncharted Waters
- Apr 04, 2017
- Publications
Brexit: Britain Formally Enters Uncharted Waters
Nine months after the British voted to withdraw from the European Union, Prime Minister Theresa May has provided formal notification of the country’s intention to begin the mandated two-year period of negotiation to effect that…
High Yield Debt Offering In London
- Mar 29, 2017
- Client News
High Yield Debt Offering In London
Paul, Weiss client Arrow Global Group PLC, a data-driven debt purchase and receivables management company, raised €400,000,000 through the issuance of senior secured floating rate notes due 2025.
The FCA Proposes a Number of Technical and Structural Changes to the UK Listing Regime in its Latest Review of UK Primary Markets
- Mar 14, 2017
- Publications
The FCA Proposes a Number of Technical and Structural Changes to the UK Listing Regime in its Latest Review of UK Primary Markets
In line with its objective of ensuring the UK capital markets function well and remain effective, last year the UK Financial Conduct Authority (the “FCA”) committed, as part of its 2016/17 Business Plan, to conduct a review of the…
President and Congress Eliminate SEC Resource Extraction Rule
- Feb 15, 2017
- Publications
President and Congress Eliminate SEC Resource Extraction Rule
On February 14, President Trump signed a joint resolution of Congress passed under the Congressional Review Act eliminating an SEC rule requiring resource extraction issuers to disclose payments made to the U.S. or foreign…
Brexit – Next Steps and Political Implications
- Feb 13, 2017
- Videos
Brexit – Next Steps and Political Implications
Brexit has moved one step closer, as Britain's lower house of Parliament has passed legislation to allow Prime Minister Theresa May to officially begin the process.
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
- Feb 09, 2017
- Publications
President Signs Executive Order on Core Principles for Regulating the U.S. Financial System
On February 3, President Donald Trump signed an executive order setting forth "Core Principles" intended to guide the regulation of the U.S. financial system. Although not specifically mentioned, revisions to the Dodd-Frank Act are…
Brexit – Legal Developments and Political Uncertainty
- Dec 01, 2016
- Videos
Brexit – Legal Developments and Political Uncertainty
The uncertainty around Brexit has only increased in the wake of the U.K. High Court's recent ruling that the process cannot begin without approval from Parliament.
Client Alert: Second Circuit Holds That Parties to Standard Lock-Up Agreements in IPOs Do Not Form a “Group” for Section 13(d) and Section 16(b) Purposes
- Nov 08, 2016
- Publications
Client Alert: Second Circuit Holds That Parties to Standard Lock-Up Agreements in IPOs Do Not Form a “Group” for Section 13(d) and Section 16(b) Purposes
A Second Circuit decision on November 3 in Lowinger v. Morgan Stanley rejected a theory that would have impeded the normal process by which trading of newly issued IPO shares is stabilized. In its November 3 ruling, the court…
Client Alert: SEC Staff Issues Interpretive Guidance on Rule 144 Holding Period for Common Stock in UP-C Structures
- Nov 03, 2016
- Publications
Client Alert: SEC Staff Issues Interpretive Guidance on Rule 144 Holding Period for Common Stock in UP-C Structures
On November 1, 2016, the staff of the Securities and Exchange Commission's Division of Corporation Finance issued an interpretive letter concluding that, for purposes of Rule 144 of the Securities Act, the holding period for…
Client Alert: High Court Rules U.K. Government Cannot Trigger Brexit Without Parliamentary Authorization
- Nov 03, 2016
- Publications
Client Alert: High Court Rules U.K. Government Cannot Trigger Brexit Without Parliamentary Authorization
The U.K. High Court today held that the U.K. Secretary of State does not have the power to give notice pursuant to Article 50 of the Treaty on the European Union for the nation to withdraw from the European Union. According …
Takeaway.com Completes Initial Public Offering and Lists on Euronext Amsterdam
- Oct 04, 2016
- Client News
Takeaway.com Completes Initial Public Offering and Lists on Euronext Amsterdam
Takeaway.com N.V. completed its initial public offering and listing on Euronext Amsterdam and the greenshoe related thereto was fully exercised.
Sterling-Denominated High Yield Offering Despite Brexit Concerns
- Sep 09, 2016
- Client News
Sterling-Denominated High Yield Offering Despite Brexit Concerns
Paul, Weiss client Arrow Global Group PLC, a data-driven debt purchase and receivables management company, raised £220,000,000 through the issuance of 5.125% senior secured notes due 2024.
Brexit – Political Developments and Potential Implications
- Sep 12, 2016
- Videos
Brexit – Political Developments and Potential Implications
The process by which the U.K. can leave the EU is relatively straightforward, but there is far less certainty about what will happen once Article 50 is invoked. In this video, corporate partner Mark Bergman discusses the…
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
- Sep 08, 2016
- Publications
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
The SEC recently proposed rule and form amendments that would require SEC registrants when filing registration statements or periodic or current reports that are subject to the exhibit requirements under Section 601 of Regulation …
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
- Jul 21, 2016
- Publications
Client Alert: SEC Proposes Updates to Rationalize Disclosure Requirements
On July 13, 2016, the Securities and Exchange Commission proposed amendments to certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC…
Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations
- Jul 12, 2016
- Publications
Mark Bergman and David Lakhdhir Co-Author Article on Effects of Brexit on Public Disclosure Obligations
London-based corporate partners Mark Bergman and David Lakhdhir co-authored a client memorandum, titled "Brexit: Disclosure Implications for SEC Reporting Companies," that was featured in the July issues of Insights: The…
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
- Jul 13, 2016
- Publications
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
In a bid to enhance transparency, help investors make more informed investing and voting decisions and address concerns that undisclosed compensation agreements could raise conflicts of interest among directors, the Securities…
Brexit: Disclosure Implications for SEC Reporting Companies
- Jul 12, 2016
- Publications
Brexit: Disclosure Implications for SEC Reporting Companies
In the short period since the June 23 UK referendum on whether to remain in, or leave, the European Union, the United Kingdom has faced a remarkable range of political, monetary, economic and even constitutional…
Client Alert: SEC Adopts Disclosure Rules for Resource Extraction Issuers
- Jul 08, 2016
- Publications
Client Alert: SEC Adopts Disclosure Rules for Resource Extraction Issuers
On June 27, 2016, the Securities and Exchange Commission (the "SEC") adopted final rules requiring resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments for the commercial…
Brexit: What Comes Next? What Are the Potential Consequences?
- Jul 06, 2016
- Publications
Brexit: What Comes Next? What Are the Potential Consequences?
On June 23, 2016 voters in the United Kingdom were asked in a referendum whether the UK should remain a member of the European Union or leave the EU. By a vote of 51.9% to 48.1%, the voters opted to leave.
Debut Senior Debt Offering and Hybrid Debt Offering Launched by London Team
- Jun 08, 2016
- Client News
Debut Senior Debt Offering and Hybrid Debt Offering Launched by London Team
Despite uncertain market conditions in the London market, Paul, Weiss client Swiss Re Admin Re Limited, a leading U.K.-based acquirer and consolidator of closed books of in-force life and health insurance business and a…
Client Alert: Implications of the New EU Market Abuse Regulation for Issuers of Securities Traded on EU Regulated Markets and Unregulated Exchanges in the European Union
- Jun 06, 2016
- Publications
Client Alert: Implications of the New EU Market Abuse Regulation for Issuers of Securities Traded on EU Regulated Markets and Unregulated Exchanges in the European Union
From July 3, 2016, a new market abuse regime, comprising the EU Market Abuse Regulation (596/2014/EU) ("MAR"), will apply to issuers with securities listed in the European Union.
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
- Jun 03, 2016
- Publications
Client Alert: SEC Updates Guidance on Use of Non-GAAP Financial Measures
The staff of the SEC's Division of Corporation Finance (the "Staff") has issued new and revised Compliance and Disclosure Interpretations ("C&DIs") addressing the use of non-GAAP financial measures.
Mott MacDonald Unwinds Joint Venture With Hatch
- May 23, 2016
- Client News
Mott MacDonald Unwinds Joint Venture With Hatch
Paul, Weiss client Mott MacDonald Group, a leading global management, engineering and development consultancy group headquartered in the U.K., unwound its joint venture with Hatch, a global multidisciplinary management,…
Client Alert: SEC Increases Thresholds for Exchange Act Registration
- May 09, 2016
- Publications
Client Alert: SEC Increases Thresholds for Exchange Act Registration
On May 3, 2016, the SEC adopted final rules, substantially as proposed in December 2014, under the Jumpstart Our Business Startups Act (the "JOBS Act") and the Fixing America's Surface Transportation Act (the "FAST Act") that…
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
- May 04, 2016
- Publications
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
In April 2016, the U.S. Securities and Exchange Commission (the "SEC") published a concept release (the "Release") seeking comment on modernizing certain disclosure requirements of Regulation S-K.
Client Alert: SEC Re-Proposes Rules for Resource Extraction Issuers
- Dec 17, 2015
- Publications
Client Alert: SEC Re-Proposes Rules for Resource Extraction Issuers
On December 11, 2015, the Securities and Exchange Commission (the "SEC") voted 3-1 to re-propose rules that would require resource extraction issuers to disclose payments made to the U.S. federal government or foreign governments …
Client Alert: FAST Act Adopted - Amends JOBS Act, Codifies Resale Exemption and Provides for Disclosure Simplification
- Dec 09, 2015
- Publications
Client Alert: FAST Act Adopted - Amends JOBS Act, Codifies Resale Exemption and Provides for Disclosure Simplification
On December 4, 2015, President Obama signed into law the Fixing America's Surface Transportation Act (the "FAST Act"). Although primarily a transportation bill, the FAST Act contains various securities law-related provisions that …
DOJ Clears Way for Acquisition of Pace by ARRIS Group
- Dec 01, 2015
- Client News
DOJ Clears Way for Acquisition of Pace by ARRIS Group
Paul, Weiss client Pace plc, a leading global developer of technologies and products for the PayTV and broadband services industries, achieved a significant victory when the Department of Justice closed its second request…
Swiss Re Completes Debut Debt Offering
- Nov 06, 2015
- Client News
Swiss Re Completes Debut Debt Offering
Paul, Weiss client Swiss Re Ltd, the holding company for the Swiss Re Group, entered into a novel funding arrangement under which it has secured the right to access up to $700 million of funding at current interest rates, which…
Client Alert: SEC Adopts Final Rules for Crowdfunding
- Nov 04, 2015
- Publications
Client Alert: SEC Adopts Final Rules for Crowdfunding
On October 30, 2015, the Securities and Exchange Commission (the "SEC") adopted final rules under Title III of the Jumpstart Our Business Startups ("JOBS") Act.
Client Alert: House Passes Act Facilitating Resales of Restricted Securities
- Oct 13, 2015
- Publications
Client Alert: House Passes Act Facilitating Resales of Restricted Securities
On October 6, 2015, the U.S. House of Representatives passed H.R. 1839, the Reforming Access for Investments in Startup Enterprises Act of 2015, or RAISE Act.
Arrow Global Completes High Yield Bond Offering
- Sep 28, 2015
- Client News
Arrow Global Completes High Yield Bond Offering
Paul, Weiss client Arrow Global Group PLC, through a finance subsidiary, closed a tap issuance of €110 million principal amount of senior secured floating rate notes due 2021.
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
- Aug 10, 2015
- Publications
Client Alert: SEC Adopts Final CEO Pay-Ratio Disclosure Rules
Almost two years after the original proposal, the Securities and Exchange Commission has approved final rules to require U.S. public companies to disclose the ratio of their CEO's compensation to the median compensation of their…
Cable & Wireless Communications Completes $750 Million High Yield Bond Offering
- Aug 05, 2015
- Client News
Cable & Wireless Communications Completes $750 Million High Yield Bond Offering
Paul, Weiss client Cable & Wireless Communications Plc, a telecommunications services provider operating in 43 countries, principally in the Caribbean and Latin America, issued $750 million 6.875% senior notes due 2022 through a…
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
- Jul 10, 2015
- Publications
Client Alert: SEC Issues Concept Release Addressing Potential Changes to Audit Committee Disclosures
On July 1, 2015, the Securities and Exchange Commission issued a concept release seeking public comment regarding potential revisions to audit committee disclosure requirements, with a focus on the audit committee's…
Client Alert: SEC Proposes Executive Compensation Clawback Rules
- Jul 09, 2015
- Publications
Client Alert: SEC Proposes Executive Compensation Clawback Rules
On July 1, 2015, as mandated by Section 954 of the Dodd-Frank Act, the U.S. Securities and Exchange Commission (the "Commission") voted 3-to-2 to propose new Rule 10D-1 under the Securities Exchange Act of 1934 (the "Exchange…
Shawbrook Bank Closes IPO
- Apr 08, 2015
- Client News
Shawbrook Bank Closes IPO
Shawbrook Group plc completed its listing on the London Stock Exchange and closed its initial public offering. Shawbrook is an independent specialist lending and savings bank serving U.K.-based small and medium sized enterprises…
Client Alert: SEC Adopts Rules to Update Regulation A
- Apr 08, 2015
- Publications
Client Alert: SEC Adopts Rules to Update Regulation A
On March 25, 2015, the Securities and Exchange Commission ("SEC") voted unanimously to adopt amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the …
Swiss Re Refinances Hybrid Debt
- Mar 31, 2015
- Client News
Swiss Re Refinances Hybrid Debt
Paul, Weiss client Swiss Reinsurance Company Ltd. has closed a refinancing of hybrid debt, which involved the issuance in the Regulation S market of €750 million of perpetual subordinated notes through a repackaging vehicle, ELM…
Cable & Wireless Acquires Columbus International for $1.85 Billion
- Mar 31, 2015
- Client News
Cable & Wireless Acquires Columbus International for $1.85 Billion
Paul, Weiss client Cable & Wireless Communications Plc, a telecommunications services provider operating in 17 countries throughout the Caribbean, Latin America and the Seychelles, completed the acquisition of Columbus…
Arrow Global Completes Consent Solicitation
- Mar 20, 2015
- Client News
Arrow Global Completes Consent Solicitation
Paul, Weiss client Arrow Global Group PLC announced the completion of its wholly owned subsidiary's consent solicitation, launched on March 9 and supplemented on March 17, seeking the consent of holders of Arrow Global Finance's…
Non-Standard Finance Closes IPO
- Feb 19, 2015
- Client News
Non-Standard Finance Closes IPO
Non-Standard Finance Plc completed its listing on the London Stock Exchange and closed its initial public offering. Non-Standard Finance plc is a new venture set up to acquire and operate one or more non-standard consumer finance …
Client Alert: SEC Proposes Rules for Disclosure of Company Hedging Policies Applicable to Directors, Officers and Employees
- Feb 10, 2015
- Publications
Client Alert: SEC Proposes Rules for Disclosure of Company Hedging Policies Applicable to Directors, Officers and Employees
On February 9, 2015, the Securities and Exchange Commission proposed rules requiring disclosure about whether directors, officers and other employees are permitted to hedge or offset any decrease in the market value of equity…
SEC Proposes Rules to Update Regulation A
- Dec 24, 2013
- Publications
SEC Proposes Rules to Update Regulation A
On December 18, 2013, the Securities and Exchange Commission ("SEC") voted to propose amendments to its public offering rules to exempt an additional category of small capital raising efforts as mandated by Title IV of the…
The U.S. SEC’s Elimination of the Prohibition Against General Solicitation and General Advertising
- Nov 12, 2013
- Publications
The U.S. SEC’s Elimination of the Prohibition Against General Solicitation and General Advertising
Securities partner Mark Bergman and London-based associates Patricia Vaz de Almeida and Nitin Konchady co-authored the article, "The U.S. SEC's Elimination of the Prohibition Against General…
Recent and Current Developments in Enforcement
- Nov 05, 2013
- Events
Recent and Current Developments in Enforcement
Stock Spirits Group PLC Lists on the London Stock Exchange
- Oct 25, 2013
- Client News
Stock Spirits Group PLC Lists on the London Stock Exchange
Paul, Weiss client Stock Spirits Group PLC completed its listing on the London Stock Exchange and closed its initial public offering. Stock Spirits, the largest vodka maker in Poland, was a portfolio company majority-owned by…
Reckitt Benckiser Completes $1 Billion Yankee Bond Offering
- Sep 23, 2013
- Client News
Reckitt Benckiser Completes $1 Billion Yankee Bond Offering
Paul, Weiss client Reckitt Benckiser Treasury Services plc, a subsidiary of Reckitt Benckiser Group plc, one of the world's leading manufacturers and marketers of branded health, hygiene and home products, completed an offering…
SEC Proposes CEO Pay Ratio Disclosure
- Sep 20, 2013
- Publications
SEC Proposes CEO Pay Ratio Disclosure
The Securities and Exchange Commission has issued a proposed rule under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require larger U.S. SEC reporting companies to disclose the median…
Impact of the Elimination of the Prohibition Against General Solicitation and General Advertising on Capital Markets Transactions
- Jul 26, 2013
- Publications
Impact of the Elimination of the Prohibition Against General Solicitation and General Advertising on Capital Markets Transactions
SEC Provides Guidance on Conflict Minerals Disclosure
- Jun 04, 2013
- Publications
SEC Provides Guidance on Conflict Minerals Disclosure
On May 30, 2013, the SEC issued twelve FAQs providing guidance on various aspects of Exchange Act Section 13(p), Rule 13p-1 and Item 1.01 of Form SD relating to disclosure regarding the use of conflict minerals from the Democratic…
Awards & Recognition
Paul, Weiss Partners Receive Law360 Distinguished Writing Award
- Feb 26, 2019
- Awards
Paul, Weiss Partners Receive Law360 Distinguished Writing Award
Firm chairman Brad Karp, corporate partner Mark Bergman and litigation partners Susanna Buergel, Roberto Gonzalez, Jane O’Brien and Elizabeth Sacksteder have been selected to receive the Law360 Distinguished Writing Award at the 2019…
Chambers Recognizes Paul, Weiss as Leading Firm for Capital Markets in the UK
- Nov 02, 2012
- Awards
Chambers Recognizes Paul, Weiss as Leading Firm for Capital Markets in the UK
Chambers UK has recognized Paul, Weiss as a leading firm in debt and equity capital markets. The firm is ranked in Band 4 for both practices. London-based Securities partner Mark Bergman is also ranked, earning a Band 3 …
AVCJ Names Paul, Weiss Transaction "Deal of the Week"
- Apr 17, 2012
- Awards