A&O Shearman was formed in 2024 via the merger of two historic firms, Allen & Overy and Shearman & Sterling. With nearly 4,000 lawyers globally, we are equally fluent in English law, U.S. law and the laws of the world’s most dynamic markets.
This combination creates a new kind of law firm, one built to achieve unparalleled outcomes for our clients on their most complex, multijurisdictional matters – everywhere in the world. A firm that advises at the forefront of the forces changing the current of global business and that is unrivalled in its global strength.
Our clients benefit from the collective experience of teams who work with many of the world’s most influential companies and institutions, and have a history of precedent-setting innovations.
Together our lawyers advise more than a third of NYSE-listed businesses, a fifth of the NASDAQ and a notable proportion of the London Stock Exchange, the Euronext, Euronext Paris and the Tokyo and Hong Kong Stock Exchanges.
On 7 July 2017, the Depository Trust Company ("DTC"), the U.S. securities clearing system, filed a proposed rule change with the SEC that will require certain consent solicitations involving book entry-only securities for which DTC holds the entire amount of the issue in a global note to use the DTC Automated Tender Offer Program ("ATOP") for solicitation and collection of consents, as well as payment of consent fees, if any, rather than being processed outside of DTC.
On 7 July 2017, the Depository Trust Company
("DTC"), the U.S. securities clearing
system, filed a proposed rule change with the SEC that will require
certain consent solicitations involving book entry-only securities
for which DTC holds the entire amount of the issue in a global note
to use the DTC Automated Tender Offer Program
("ATOP") for solicitation and collection
of consents, as well as payment of consent fees, if any, rather
than being processed outside of DTC.
The rule change expands ATOP to include consent solicitations
that do not require blocking of securities. ATOP remains closed in
circumstances where a creditor meeting is sought, or where a
"snooze-you-lose" negative consent provision is used. The
majority of tabulation agents, in particular for large corporate
issues, already use ATOP, where permitted.
For foreign private issuers, this change affects consent
solicitations for the majority of their U.S. dollar-denominated
debt securities. Securities denominated in other currencies settle
via alternative clearing systems that have similar systems. This
rule change was effective from 1 September 2017.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
