Worldwide: EPA Determination That Aircraft Emissions Endanger Public Health, Expected Impact Of Brexit On Fund Promotion, SEC Guidance On Hart-Scott Passive Investment Exemption And SEC Amended Rules On Reporting Security-Based Swap Transactions
This week's Corporate news roundup includes information
regarding the EPA's determination that aircraft emissions
endanger public health, Brexit's expected impact on U.K. fund
promotion and the SEC's guidance on the Hart-Scott passive
investment exemption and amendment of Regulation SBSR rules on
reporting security-based swap transactions:
THE U.S. EPA DETERMINES THAT AIRCRAFT EMISSIONS ENDANGER PUBLIC
HEALTH AND THE ENVIRONMENT
On July 25, 2016, the EPA issued a determination under the Clean
Air Act that emissions from certain aircraft engines contribute to
climate change and are a danger to human health and the
environment. This finding is an important first step in the
EPA's plan to adopt stringent aircraft emissions standards. The
EPA expects to issue emissions standards for aircraft engines
following the International Civil Aviation Organization's
(ICAO) formal adoption (expected to occur in March 2017) of an
agreement on international aircraft carbon dioxide standards. For
more information, click here.
BREXIT'S EXPECTED IMPACT ON FUND PROMOTION
Once the U.K. completes its exit from the European Union, U.K.
funds and their managers will no longer have free access to EU
member states to promote their funds. In order to regain this
access, the European Securities and Markets Authority (ESMA) will
need to recommend that the Alternative Investment Fund Managers
Directive (AIFMD) grant U.K. funds a "passport" similar
to those it issues to other non-EU funds and their managers based
upon ESMA recommendations. Non-EU managers looking to promote their
funds within EU states must comply with the AIFMD's regulations
and the relevant EU member state's "national private
placement regime." If the AIFMD determines that it will grant
the passport, it will need to put legislation into place
authorizing the passport. While it is expected that U.K. funds will
be granted such a passport, the timing of the grant is uncertain.
As for U.S. managers selling into a post-Brexit U.K., few changes
are expected since the U.K. is expected to continue to accommodate
sales by U.S. managers who comply with the current U.K. national
private placement regime. For more information,
read Withers' guidance here.
SEC ISSUES COMPLIANCE AND DISCLOSURE INTERPRETATIONS RELATING
TO HART-SCOTT PASSIVE INVESTMENT EXEMPTION
The SEC recently issued Compliance and Disclosure
Interpretations (C&DIs) clarifying that a shareholder who is
not eligible for the Hart-Scott-Rodino Act "passive
investment" exemption from the notification and waiting period
provisions of that Act may still be eligible to file the
abbreviated beneficial ownership Schedule 13G that is available for
passive investors under Exchange Act rules, rather than the
longer-form beneficial ownership Schedule 13D. Exchange Act
Rules 13d-1(b) and 13d-1(c) guide the determination as to whether a
shareholder may file a Schedule 13G or 13D, which depends upon
(among other things) whether the shareholder acquired or is holding
equity securities with the purpose or effect of changing or
influencing control of the issuer. For more information, click here.
SEC AMENDS REGULATION SBSR RULES RELATED TO REPORTING OF
SECURITY-BASED SWAP TRANSACTIONS
The SEC recently amended its Regulation SBSR rules relating to
the reporting of security-based swap transactions, toward
increasing transparency in the security-based swap market. The new
rules assign reporting duties for platform-executed security-based
swaps that will be submitted to clearing and for security-based
swaps resulting from the clearing process. They also establish
regulatory reporting requirements for cross-border security-based
swaps and prohibit registered swap data repositories from imposing
fees or usage restrictions on transaction data that Regulation SBSR
requires be publicly disseminated. For more information, click here.
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With a view to promote corporate transparency and prevent misuse of corporate vehicles for illicit purposes such as corruption, tax evasion, money laundering, the Financial Action Task Force ("FATF")...
An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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