Mayer Brown

US reporting companies that are planning or have completed a significant acquisition of a business may need to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X.  The specific SEC rules and financial reporting obligations triggered by a significant acquisition can be quite complex and challenging, requiring careful evaluation by an acquiring company.  These rules may also impact the ability of registrants to access…
Moses, so we are told, was 120 years old when he died, and “biz hundert un tsvantsik” – [may you live] until 120 – is an old blessing. The joke it gave rise to is probably just as old: Harry is fed up with his noisy neighbour, so he confronts him: “May you live to 119!” he says to his neighbour. “May you live to 120!” he says to his neighbour’s wife. “Why the difference?”…
Thursday, March 7, 2019 1:00 p.m. – 2:00 p.m. ET During this webcast, we will review the overall areas of focus identified by the SEC Staff for public companies, the disclosure issues that members of the SEC Staff have highlighted as important for upcoming annual reports on Form 10-K and Form 20-F, and discuss the particular hot button issues for life sciences companies. During our session, partners Anna Pinedo and David Bakst, and Polia…
On February 6, 2019, the staff of the US Securities and Exchange Commission issued two identical Regulation S-K compliance and disclosure interpretations (C&DIs), which address the extent to which a director’s self-identified diversity characteristics need to be disclosed as director background or in connection with the discussion of a company’s policy with regard to the consideration of diversity in identifying director nominees. This Legal Update discusses the text of these C&DIs, along with related practical…
In his latest podcast, Richard Goldstein looks at some legal developments and deadlines in the pensions industry that will occur, or are expected to occur, during the course of 2019. You can access the podcast here. Listen to or subscribe to our UK Pensions Law podcast series via iTunes here. Please note that subscribing using this link will only work on a device with iTunes installed. Alternatively, if you don’t have iTunes, you…
In a recently published white paper Andrew Kroculick and Julia Brezing of Nasdaq Private Market provide an overview of the auction processes supported by the Nasdaq Private Market.  Auctions may be a useful alternative to the more traditional private tender offer.  Particularly given concerns related to information asymmetries, an auction or an auction-based component to a tender may offer some advantages. Access the white paper here.…
On February 6, 2019, the CFPB issued a proposal to reconsider the mandatory underwriting provisions of its pending 2017 rule governing payday, vehicle title, and certain high-cost installment loans (the Payday/Small Dollar Lending Rule, or the Rule). The CFPB proposed and finalized its 2017 Payday/Small Dollar Lending Rule under former Director Richard Cordray. Compliance with that Rule was set to become mandatory in August 2019. However, in October 2018, the CFPB (under its new leadership…
We will be featuring contributions from our global employment and benefits team on this blog, highlighting particular topics and issues of interest to UK employers with operations overseas. This post, the first in our series of “Spotlights”, provides you with links to recent commentary and guidance from our Employment & Benefits team in France: The recent reforms implemented by the Macron Administration demonstrate that France wants to move towards increased flexibility for employers without neglecting…
While most of the federal government remained shuttered in mid-January, the Consumer Financial Protection Bureau (CFPB or the Bureau) was on the job, thinking about the Military Lending Act (MLA or the Act). On January 17, 2019, the Bureau’s Director, Kathleen Kraninger, issued a statement asking Congress to “explicitly grant the Bureau authority to conduct examinations specifically intended to review compliance with the MLA.” Director Kraninger’s predecessor, Mick Mulvaney, reportedly halted MLA-related examinations last year,…
Law360 has published our article How The New Tax Law Blue Book Impacts Regulated Utilities.  The article is available at here or the full text is below. The recently released the Joint Committee on Taxation’s Blue Book explanation[1] of the Tax Cuts and Jobs Act[2] confirms that qualifying tangible property leased to a regulated public utility is eligible for the new 100 percent expensing rules, also called full expensing,[3] even if the property would not be eligible for full…