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Capital Markets

Combining the knowledge and experience of more than 150 capital markets lawyers, Mayer Brown’s Capital Markets practice regularly advises issuers and underwriters in some of the most complex financing transactions.

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Firm News
4 January 2018
Mayer Brown JSM acted as the legal adviser for Essence Corporate Finance (Hong Kong) Limited as Sole Sponsor in relation to China Futex Holdings Limited’s listing on Growth Enterprise Market (GEM) of the Hong Kong Stock Exchange.
Legal Update
2 January 2018
Mayer Brown Legal Update
On December 22, 2017, the US Securities and Exchange Commission announced that the staff of its Office of the Chief Accountant and its Division of Corporation Finance issued Staff Accounting Bulletin No. 118, which provides guidance on the necessary disclosures of the accounting impacts of the Tax Cuts and Jobs Act, and Compliance and Disclosure Interpretation 110.02, which addresses when a current report on Form 8-K or a subsequent periodic report may be used to report the impact of the Tax Act on deferred tax assets. This Legal Update explains the guidance and points out related practical considerations for companies.
In Brief
12 December 2017
Mayer Brown In Brief
Section 202.06 of the New York Stock Exchange Listed Company Manual has been amended, with immediate effect, to prohibit listed companies from publishing material news after the official closing time for the NYSE’s trading session until the earlier of 4:05 p.m. Eastern Time or the publication of the official closing price of the listed company’s security.
Legal Update
11 December 2017
Mayer Brown JSM Legal Update
On 16 November, 2017, the Government issued Decree No. 126/2017/ND-CP ("Decree 126") on privatisation of state-owned enterprises ("SOE") (referred to as “equitisation” in Vietnam) with effect from 1 January, 2018. Decree 126 replaces Decree 59/2011/ND-CP ("Decree 59").

Firm News
4 December 2017
Mayer Brown JSM is delighted to announce that an issuance earlier this year by the Government of Mongolia, on which the firm advised, won the award for “Best Mongolia Deal” at the 2017 FinanceAsia Achievement Awards.
Firm News
29 November 2017
Mayer Brown has published “Initial Public Offerings – An Issuer’s Guide (US edition),” which provides an overview of key issues with which directors, members of senior management, general counsels and other key decision makers involved with a potential US domestic initial public offering (IPO) candidate should be familiar. The guide focuses on the public offering process in the United States and listing on the New York Stock Exchange (NYSE) or the Nasdaq Stock Market (Nasdaq), as well as life as a public company.
Legal Update
21 November 2017
Tauil & Chequer Legal Update
In view of the possible impacts of recent technological innovations in the Brazilian financial market and complementing the note recently released in October 2017, the Brazilian Securities and Exchange Commission ("CVM") released a set of Frequently Asked Questions (FAQs) regarding the operations known as Initial Coin Offerings ("ICOs").
Book
17 November 2017
Legal Update
8 November 2017
Mayer Brown JSM Legal Update

The Stock Exchange of Hong Kong Limited (the "Exchange") recently published two consultation papers proposing changes to:

  • the Corporate Governance Code (the "Code") and Corporate Governance Report as well as related amendments to its Listing Rules; and
  • documentary requirements relating to listed issuers and other minor Rule amendments.
Legal Update
7 November 2017
Mayer Brown Legal Update
On November 1, 2017, the Division of Corporation Finance of the US Securities and Exchange Commission issued a Staff Legal Bulletin offering guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update  explains the guidance and points out related practical considerations  for companies that are, or may soon be, in the process of responding to shareholder proposals for the 2018 proxy season.
Newsletter
25 October 2017
Legal Update
24 October 2017
Mayer Brown Legal Update
On October 11, 2017, the US Securities and Exchange Commission (SEC) proposed amendments intended to modernize and simplify certain disclosure requirements of Regulation S-K and related rules and forms. The proposed amendments are designed to enhance the readability and navigability of SEC filings, to discourage repetition and disclosure of immaterial information and to reduce the burdens on registrants, all while still providing material information to investors. This Legal Update presents an overview of selected highlights of the proposal and discusses practical considerations for public companies.
Legal Update
23 October 2017
Mayer Brown Legal Update
On October 17, 2017, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (SEC) updated its compliance and disclosure interpretations (CDIs) on the use of non-GAAP financial measures in disclosures relating to business combination transactions
Legal Update
16 October 2017
Tauil & Chequer Legal Update

On October 11, 2017, the Brazilian Securities and Exchange Commission (CVM) issued a clarification memorandum on Initial Coin Offerings (ICOs), defined as "public funding in exchange for the issuance of virtual assets, also known as tokens or coins, with the investing public”.

In the text, the CVM clarified the risks arising from such transactions and their relation with the current regulatory framework in the securities market. These CVM clarifications are inspired by the opinion issued by the U.S. Securities and Exchange Commission (SEC) in July of this year.

Legal Update
2 October 2017
Mayer Brown Legal Update
Advance planning is a key component of a successful proxy and annual reporting season. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter, autumn is the ideal time to begin preparations.
Legal Update
28 September 2017
Mayer Brown Legal Update
As we have noted in previous Legal Updates, most public companies will be required, for the first time, to include pay ratio disclosure in their 2018 proxy statements.
Legal Update
26 September 2017
Mayer Brown JSM Legal Update
The Stock Exchange of Hong Kong Limited ("the Exchange") recently published two separate consultation papers on (i) Capital Raisings by Listed Issuers, and (ii) Delisting and other Rule Amendments, proposing changes to the Exchange's Listing Rules, amongst which includes prohibition of capital raisings that would result in a material value dilution of 25% or more; imposition of mandatory minority shareholders' approval for open offers; removal of the mandatory underwriting requirement and the connected transaction exemption available to connected persons acting as underwriters for all rights issues and open offers; and automatic delisting for issuer whose shares dealing has been suspended continuously for a prescribed period.
Legal Update
5 September 2017
Mayer Brown Legal Update
Based on the Fourth EU Money Laundering Directive (Directive (EU) 2015/849), Germany implemented the transparency register by an amendment to the Money Laundering Act (Geldwäschegesetz) that became effective in June 2017. Most of the German companies have to submit to the transparency register specific information about their beneficial owner. The deadline for submitting these information to the transparency register for the first time is 1 October 2017.
In Brief
31 August 2017
Mayer Brown In Brief
The US Securities and Exchange Commission (SEC) announced an increase in the filing fees to be paid by public companies and other issuers.
Newsletter
24 July 2017
Firm News
21 July 2017
Mayer Brown advised a syndicate of banks on the underwriting and placement of EUR 3.5 billion Notes by Volkswagen Leasing GmbH issued under the EUR 25 billion debt issuance programme of Volkswagen Financial Services Aktiengesellschaft and further issuers.
Newsletter
10 July 2017
Legal Update
4 July 2017
Mayer Brown JSM Legal Update
The Companies (Amendment) Bill 2017 ("Bill") which requires companies incorporated in Hong Kong to keep and maintain a register of significant controllers ("SC Register") was gazetted on 23 June 2017.
Legal Update
8 May 2017
Mayer Brown JSM Legal Update
Since the Stock Exchange of Hong Kong (HKEx) issued its interim guidance on Pre-IPO Investments in October 2010, the market has come to accept that early-day investors in a company preparing for an initial public offering (IPO) cannot expect to see each and every corporate governance and protection rights, however fairly or harshly negotiated, to survive a listing.
Firm News
20 March 2017
Mayer Brown represented the noteholders as investors on the private placement of US$285 million of 5.90 percent senior secured notes due 2042 issued by Bermuda Skyport Corporation Limited, the operator of the L.F. Wade International Airport in Bermuda. Proceeds of the issuance will be used for the design, reconstruction, operation and maintenance of the airport.
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