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1.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Growth in the underlying–syndicated secured loan market
3. Factors influencing the decision to hold physical or synthetic positions
Attitudes of new entrants to the credit market Attitudes of banks and new regulatory standards Developing loan indices and service providers The LCDS documentation Motivation of market participants
4. Key documentation issues
Callability/cancelability Restructuring Reference Obligation Deliverable Obligation Substitution of the Reference Entity Substitution of the Reference Obligation or Deliverable Obligation Syndicated Secured Dispute Event and Syndicated Secured Resolution Settlement
5. Conclusion
相似文献
- The market for Loan Only Credit Default Swaps (LCDS)is expected to develop rapidly, but the market documentationfor this product is proving to be a difficult issue as a resultof differing views by users of the product and divergent approachesbetween the US and European markets.
- The International Swapsand Derivatives Association, Inc. (ISDA) has, on 4 May 2007,released a long-awaited revised draft of the European LCDS.The finalization of this draft is not far off, but certain importantissues are yet to be finalized.
- Rather than speculate on theoutcome of such discussions, this article looks at the developmentof the European LCDS market, the motivation and needs of itsparticipants and takes stock of the European documentation beforeit underwent the recent almost year-long consultation process.It therefore compares the European LCDS of May 2006 againstthe US LCDS of June 2006 (ignoring
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2.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
The EU Prospectus Directive1 (the PD) was introducedin late 2003 amid a flurry of optimism and . . . [Full Text of this Article]
2. The Prospectus Directive
3. Different implementation across the EEA
4. Mismatch between law and market practice—Retail cascades
(a) Use of programmes (b) Derogation
5. Liability
6. Final terms or supplements?
7. Passporting
8. Impact of other laws
Unfair contracts Financial promotion Advertising regime
9. Conclusion
相似文献
- When the EU Prospectus Directive was introduced inlate 2003, there was great optimism that it would finally leadto the long awaited pan-EEA retail capital market.
- This articleasks whether the Directive has achieved this result and looks,in particular, at the disclosure regime relating to the admissionof debt securities to EEA-regulated markets and the public offeringof such securities in the EEA.
- A number of impediments to thecross-border retail market, that are completely separate fromdisclosure, are examined.
- In conclusion, the article discusseswhether, in fact, expectations for the Prospectus Directivein this area were set too high and could never be met and looksat what more needs to be done in order to achieve the goal ofa single retail debt market in the EEA.
3.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Disclosure (including side letters)
3. Valuation concerns
4. Risk management
5. Fund governance
6. Market abuse
7. Activism
8. An assessment
9. Conclusion
相似文献
- Against a general background of suspicion, criticismand even hostility, the recently formed Hedge Fund Working Group(HFWG), comprising 14 leading fund managers based mainly inthe United Kingdom, published their Final Report in January2008.
- The Report is based on standards of best practice (theStandards of which there are 28) that are, inthe final analysis, to be administered by a newly establishedHedge Fund Standards Board (HFSB)—a self-regulatory bodycharged with the responsibility of keeping the Standards up-to-dateand fit for purpose.
- Borrowing from both theFinancial Services Authority's Principles for Business, whichrepresent bold statements of good business practice within theUK's financial services sector, and the Combined Code on CorporateGovernance's voluntary approach of comply or explain,the Standards are heralded by the HFWG as an exercisein market discipline, based on disclosure.
- The unprecedentednature of recent financial market
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4.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
. . . [Full Text of this Article]
2. Overview of the case
The facts The decision The ratio Appeals
3. Significance of the case
4. Nature of appropriation
Nature of security interest Contrast title transfer collateral arrangements Meaning of appropriation The issue in the case
5. Indirectly held securities
6. The Financial Collateral Directive regime
7. Interpretation of UK provisions implementing EU legislation
8. Doctrine versus pragmatism
相似文献
- The recent decision of the High Court of the BritishVirgin Islands in Alfa v Cukurova has caused a stir among lawyersserving the international financial markets based in London.
- Thedecision concerns the meaning of appropriation.Appropriation is a new remedy for collateral takers introducedby the Financial Collateral Arrangements (No. 2) Regulations2003, which implement the Financial Collateral Directive.
- Thedecision holds that effective appropriation requires the collateraltaker to take over from the collateral giver the ability todeal with the collateral as its own.
- In Cukurova, where anequitable mortgage was taken over directly held shares, thisrequired that the collateral taker become the registered ownerof the shares.
- The decision was appealed to the BVI Court ofAppeal in late January 2008 and may go further. In the meantime,this article provides an overview of the decision and considersits wider significance.
5.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
With a sly dig at the abusive market practices of his time,Oscar Wilde wrote that private information is practicallythe source of every large modern fortune.1 For some,it still is, despite the efforts of legislators and . . . [Full Text of this Article]
2. The pieces
3. Some analysis
Purpose Retrospective disclosure Disclosure of future events
4. Why does it matter?
Improving the quality of disclosure Avoidance of time-wasting Avoidance of vexatious litigation
5. Resolving the problem
Sensible liability regime Sensible interpretation
6. Remaining problems
Multi-jurisdiction liability Forward-looking disclosure—foresight, hindsight and second sight
7. Conclusion
相似文献
- This article looks at the various elements of thedisclosure regimes for issuers that are admitted to EEA-regulatedmarkets, including the initial requirement for the productionof a prospectus on admission and on-going requirements to discloseprice sensitive information as it arises and to make regularreports to the market.
- After a brief analysis of some of thesimilarities and differences between the various regimes, thearticle makes an attempt to reconcile the differences by lookingat each regime in the context of the others and viewing themas a continuum.
- Finally, remaining problems concerning multi-jurisdictionliability for disclosure in the EEA and potential liabilityfor forward-looking disclosure are discussed.
6.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. What is meant by a complex financial history?
3. A significant financial commitment
4. The test of significance
5. Deciding what to disclose
6. By way of illustration
7. Interaction with domestic requirements
8. When is a year not a year?
9. What issuers need to do?
相似文献
- Recognizing the importance of ensuring that the financialhistory presented in a prospectus appropriately reflects thesubstance of an issuer's operations, the European Commissionhas brought forward an amendment to the Prospectus Directiveimplementing Regulation (809/2004) which will take effect fromJanuary 2007. The new law defines two new terms, namely a complexfinancial history and a significant financialcommitment, which if applicable will require an issuerto consider including additional historical financial informationto that of its own.
- Following the Committee of European SecuritiesRegulators' advice on this subject, as well as the views ofmarket participants, the new law does not prescribe the financialreporting solutions to be followed. Rather, it sets out theprinciples to be applied and then allows competent authoritiesflexibility to accommodate solutions that reflect the particularcircumstances of an issuer. Notably, the competent authoritiesare required to take into account the
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7.
The first 150 words of the full text of this article appear below. Key points. . . [Full Text of this Article]
1. Sector coverage
2. Allocation
3. Treatment of new entrants
4. Installation closure
5. Auctioning
6. Trading
7. The Kyoto Protocol
8. Linking to the Kyoto Mechanisms
9. Buying from clean development and joint implementation projects
CDM projects JI projects
10. The primary market
11. The secondary market
12. Existing documentation for trading EUAs
13. Deliverability issues for Kyoto Credits
14. Eligibility requirements for emissions trading
15. The International Transaction Log
16. Commitment period reserves
17. The impact on secondary trading documentation
18. The voluntary market for CERs
19. The future for emissions trading
相似文献
- The EU ETS will undergo a number of changes consequentupon the commencement of the first Kyoto Commitment Period on1 January 2008.
- This article considers the existing EU ETSframework and also the key developments that are anticipatedin the European emissions market for 2008–2012.
- A secondarymarket for trading EUAs has already developed and this market,together with the standard-form documentation used, is discussed.
- Inconclusion, the article questions the future of emissions tradingin Europe—particularly after the current Kyoto targetsexpire in 2012.
8.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. The regime preceding the PD: the Public Offer Directive
3. The Prospectus Directive
4. Retail cascades in Germany
The legislative history of Section 3 (1) WpPG Non-conforming transposition? Discussion Validity of prospectus, supplements to the prospectus and publication of inside information Prospectus liability Annex V.5 of the Regulation Debt issuance programmes in particular
5. A model for a revision of the PD?
相似文献
- The EU Prospectus Directive (the PD),as implemented in several EEA member states, including the UnitedKingdom, and the Regulation accompanying the PD (the Regulation)render difficult or even inhibit public offers of debt securitiesto retail investors.
- Market participants and their advisors,trade associations such as the International Capital MarketAssociation (ICMA), as well as the United KingdomListing Authority (UKLA) and the Committee ofEuropean Securities Regulators (CESR) have beendealing with the issues. UKLA and ICMA have come forward byproposing a solution regarding the information requirementsof Annex V.5 of the Regulation. The proposal is to utilize Article23.4 of the Regulation allowing information required by theRegulation to be omitted if the information is not pertinentto the offer. CESR may take a wider approach. It has indicatedits willingness to assess whether further Level 2 work is appropriateand legislative action will
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9.
The first 150 words of the full text of this article appear below. Key points. . . [Full Text of this Article]
1. The modern approach to contractual construction
2. Wider still and wider?: prior negotiations
3. Entire agreement and non-reliance clauses
What does an entire agreement clause look like? The issues
4. Construction of entire agreement clauses
5. Waiver
6. Estoppel and non-reliance clauses
7. Statutory regulation
The Misrepresentation Act 相似文献
- The construction of commercial contracts has seena shift from a strict to a liberal philosophy of constructionand this has had an impact on commercial agreements and actors.
- Thereis an ongoing debate concerning the widening background or matrixevidence to include prior negotiations, reflecting the desireof parties to insulate commercial agreements from collateralterm arguments or other recourse to wider materials.
- This hasin part led to the emergence of entire agreementand non-reliance clauses.
- This article considersthe construction of such clauses and whether such clauses takeeffect through construction or estoppel reasoning. It also looksat the merits of estoppel by representation and estoppelby contract, the impact of Unfair Contract Terms Act1977 and Misrepresentation Act 1967, and the effect of waiverof clause.
10.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Risk-based regulation
3. Principles-based regulation
The move towards more principles-based regulation The enforcement implications of principles-based regulation
4. Self-regulation and market discipline
5. The allocation of responsibility for regulatory contraventions
6. Public and private enforcement
Public enforcement Private enforcement
7. Settlement and sanctions
Sanctions: the statutory options Settlements: process and incentives Procedural complications
8. Synthesis and speculation
9. Conclusions
相似文献
- Formal enforcement action is a relatively rare occurrencewithin the UK capital markets regulatory framework. This characteristicdistinguishes the UK from the US, where there is a more intensefocus on enforcement, both public and private.
- Several featuresof the UK regulatory system contribute towards a low incidenceof enforcement. Some of these features are embedded in the statutoryframework, but the FSA has played a key role in the developmentof enforcement policy, while the continuing presence of self-regulationin the form of the Combined Code has also played a part.
- Thefocus on risk-based regulation in the UK has been a major influencefor enforcement policy. The move to more principles-based regulationhas also been a factor but one that is more difficult to interpret.If it is correct to assume that principles-based regulationdoes not affect the intensity of regulation, then the effecton the
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11.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. Importance of liberalizing the US deregistration rules
3. US and EU perspectives on deregistration
Delisting and deregistration in the US Delisting and deregistration in EU
4. SEC's first proposal to amend the deregistration rules
Deregistration of equity securities Deregistration of debt securities Rules for counting shareholders
5. Response to the first deregistration proposal
6. The Second Deregistration Proposal and The Final Deregistration Adoption
7. Conclusion
相似文献
- While the passage of SarbanesOxley in the USwas just one of the many causes for the lack of competitivenessof the US capital markets recently, it served to focus the attentionof foreign private issuers in the US on the difficulty and sometimesimpossibility of exiting the US capital markets.
- Unlike manyother jurisdictions, the process of deregistering in the USis distinct from process of delisting. The current rules forderegistration of foreign private issuers focus on the numberof US shareholders, regardless of how or where those shareholderspurchased their shares. In addition, foreign private issuers,were subject to complicated rules for counting US shareholders,and deregistration often would only suspend (not terminate)their reporting obligations.
- As a result of pressure from foreignprivate issuers, the SEC proposed new rules at the end of 2005to liberalize the existing deregistration regime for foreignprivate issuers.
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12.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
The rapid growth in private equity . . . [Full Text of this Article]
2. The regulatory debate
3. The FSA response––risk
4. The FSA response—regulation?
5. The industry response
6. The Treasury Select Committee Report
7. Conclusion
相似文献
- Rapid growth in private equity in recent years hasgenerated a public debate over the possibility of regulation.The Financial Services Authority (FSA), British Venture CapitalAssociation (BVCA), Treasury and the Treasury Select Committeehave all been active on this front in recent months.
- This briefingnote provides an overview of the current state of play in theUK, taking account of the final guidelines published by SirDavid Walker and the changes to capital gains tax that havebeen announced by the Treasury.
- The BVCA guidelines will bringwithin its enhanced disclosure regime around 65 portfolio companiesand will operate on a comply or explain basis.
- TheFSA has indicated that it will focus on the risks of marketabuse and conflicts of interest arising from private equitytransactions, but it does not envisage a discrete regulatoryregime for the sector.
13.
The first 150 words of the full text of this article appear below. Key points
1. Introduction
2. US and EU perspectives on the regulation of foreign exchanges
The US view Regulation of stock exchanges Regulation of Alternative Trading Systems Regulation of foreign markets The Tradepoint release The Commodity futures trading commission's approach
The EU view
The Member State view
The USEU conflict
Public statements US concerns European interests
3. Industry practices and the controversy over foreign trading screens
Order routing channels
- Remote trading screens allow investors to trade onexchanges located in other jurisdictions. The Securities andExchange Commission (SEC) has generally prohibitedthe placement of foreign trading screens in the United Statesunless the associated exchange complies with US regulatory requirements.While the SEC defends its position as an essential investorprotection, European officials complain that SEC requirementsconstitute an unfair barrier to trade.
- This article arguesthat technological advances have largely mooted this contro-versy.Current requirements do not protect US investors as much asthe SEC claims nor do they inhibit competition as much as theSEC's critics assert.
- To the extent that alternative tradingmechanisms already give US investors de facto access to unregulatedforeign exchanges, the SEC may well choose to revisit its positionon foreign trading screens, particularly as US and Europeanfinancial markets become more integrated and disclosure requirementson both sides of
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