Mayer Brown

A political agreement was reached between the European Parliament, the Council of the European Union (EU) and the European Commission on the EU Cybersecurity Act (Act) and announced on December 10, 2018. The pace of the adoption of the Act (with less than three months of discussions among the EU institutions) confirms that cybersecurity is high on the EU political agenda.…
Accounting Standards Representatives from the Office of Chief Accountant discussed new accounting standards.  The Staff commented on the implementation of the new revenue recognition standard, which requires companies to provide a comprehensive view of revenue arrangements in their financial statements, including their disclosures.  The Staff intends to continue to monitor, and comment on, the implementation of the revenue standard.  The Staff noted that nearly all companies will be affected by the adoption of the new…
SEC Chair Clayton testified on December 11, 2018 before the U.S. Senate Committee on Banking, Housing and Urban Affairs.  In his testimony, Chair Clayton reviewed the Commission’s Strategic Plan and outlined the agency’s priorities.  Consistent with his remarks delivered at Columbia University, Chair Clayton reviewed some of the principal accomplishments in 2018, including proposed Regulation Best Interest, the amendments to the smaller reporting company definition, the disclosure simplification amendments, and the proposed changes to financial…
In September, the State of Hawaii Department of Taxation issued a letter ruling (Hawaii Letter Ruling No. 2018-01) that clarified the “placed in service” requirement in the application of the Renewable Energy Technologies Income Tax Credit (“RETITC”) in Hawaii.  A project was denied RETITC in the year when testing was conducted because the project had not obtained all legal permits and did not satisfy certain legal requirement. Taxpayer contracted with an installer to build a…
According to a recent research report by CB Insights, in the third-quarter of 2018, there were 375 VC-backed equity financings that raised over $5.64 billion for fintech companies globally. In total, 1,164 fintech financings have been completed in 2018, through October 31, raising over $32.6 billion in offering proceeds.  Approximately 40% (462) of these deals are from U.S. issuers.  Payments, alternative lending, and capital markets tech companies accounted for the majority of fintech financings, with…
On Friday, the Chair of the Securities and Exchange Commission Jay Clayton, the Commission’s Chief Accountant Wes Bricker, and the Chairman of the PCAOB William Duhnke issued a statement reaffirming the significance to the capital markets of high quality and reliable financial statements, which, in turn, depend on the reliability of financial statements, quality audit services and effective regulatory oversight.  The statement notes the particular responsibility of U.S. regulatory agencies in monitoring audit-related information and…
Thursday, December 13, 2018 1:00 p.m. – 2:00 p.m. EDT Despite market volatility, 2018 has proven to be a strong year for IPOs. Under the right circumstances, an Up-C structure implemented in connection with an IPO has the potential to deliver significant economic and tax benefits to financial sponsors and other selling shareholders. During this session, Partners Anna T. Pinedo and Remmelt Reigersman will explain: When an “Up-C” structure might be appropriate for an IPO…
Below are answers to questions we received during our tax equity webinar of October 23.  These questions were submitted online during the webinar.  The presentation from the webinar is available here. Question: Commercial and industrial (C&I) has higher returns but how many projects raise tax equity versus other segments of the solar market? What about the transnational/legal costs? Answer: On a per watt basis, transaction costs are certainly higher for C&I than for utility scale…
FINRA today published its Report on FINRA Examination Findings and highlights private placement related concerns.  In its examinations of the practices of many broker-dealers, the report notes FINRA found instances where the diligence review undertaken in connection with private placements was not sufficient in scope or depth to be considered a “reasonable investigation of the issuer and the securities.”  In its Regulatory Notice 10-22 issued several years ago, FINRA noted that FINRA member firms have…
In a speech yesterday, Securities and Exchange Commission Chair Jay Clayton provided an overview of the Commission’s significant accomplishments in 2018. Chair Clayton noted his approach to the Reg Flex agenda and the setting of more realistic rulemaking priorities.  In the last year, he noted that the Commission advanced 23 of the 26 rules on the Commission’s near-term agenda.  Among the key accomplishments in 2018, Chair Clayton cited the Commission’s work with regard to proposed…