The spike in bond yields in late February[1] sparked all of Wall Street to put forth its favorite “in hindsight” explanations as to the cause. Reasons cited have ranged from stronger economic growth as the country reopens[2]–to an increase in inflation expectations.[3] However, a minor component of the regulatory framework for the U.S. Treasury market, the Supplementary Leverage Ratio (“SLR”), has only garnered small attention; although, the SLR may be a significant factor contributing to the outsized move in yields.[4] The SLR is part of the Basel III framework and is intended to set a required amount of Tier…
Author: Nicholas Pandolfo
It is a truth universally acknowledged that shareholder activism is no longer an exclusively US phenomenon[1] and, likewise, that the “Covid Pause” in this field is nearly over.[2] While at the beginning of the pandemic, in fact, it was stated that “[s]hareholder activists have been largely (and strangely) quiet in the month of March as the COVID-19 pandemic has challenged our society and economy [but] they will come storming back in the coming months as the first signs of economic recovery—or at least signs of the market bottom—emerge,”[3] albeit with extended timelines, “[w]ith two-thirds of U.S. nomination windows opening from…
1. 2020: The Year of SPACs The year 2020 has been defined as the “year of SPACs.”[1] SPACs, Special Purpose Acquisition Companies, are raising more money and outnumbering traditional initial public offerings (IPOs). As of August 2020, SPACs have attracted $60 billion of capital across more than 100 SPACs and made up 111 of U.S. IPOs.[2] 2020 closed with 248 SPACs which raised around $83 billion through IPOs.[3] Since the start of 2021, SPACs have already raised $38.3 billion, compared with the $19.8 billion raised so far by traditional IPOs.[4] SPACs are on everyone’s mind. Think of Colin…
Determining whether workers should be classified as employees or independent contractors presents one of the key issues in modern agency law.[1] This classification impacts issues of liability as well as potential employee benefits.[2] The rise of the gig economy has made it more urgent for courts and legislatures to clarify this difference.[3] When gig workers are not classified as employees, gig economy companies like Uber and DoorDash are exempt from labor laws that require them to pay for their driver’s health insurance and other benefits.[4] The question of the independent contractor made national headlines this year when a California state…
On December 9, 2020, all five Securities and Exchange Commission (“SEC”) Commissioners voted to adopt an amendment to Regulation National Market System (“NMS”), which restructures market data collection and expands the supply and demand of stock market data available to the public.[1] Although this appears to be a victory for the everyday investor, not everyone is thrilled about the amendment because the restructure decentralizes the flow of valuable information and removes control from the current stock exchange platforms.[2] In fact, after this regulation was adopted, the Nasdaq, Inc. (Nasdaq),[3] the New York Stock Exchange (NYSE),[4] and Cboe Global Markets (“Cboe”)[5]…
Parties to merger and acquisition (“M&A”) agreements are now closely reviewing their contracts following the disruption caused by the pandemic.[1] In particular, parties are looking at their Material Adverse Change Clause (“MAC”) (also called Material Adverse Effect (“MAE”)) in contracts to analyze their options.[2] A MAC clause is a legal mechanism that permits the buyer to avoid closing the deal “if a material change has occurred in the financial condition, assets, liabilities, business, or operations of the target firm.”[3] Although typical MAC provisions have remained vague, MACs are among the most heavily negotiated nonprice terms.[4] However, following the economic shock…
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