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Global rules on foreign direct investment (FDI)
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
United States | Publication | February 17, 2022
On February 10, 2022, the US Securities and Exchange Commission (the SEC) proposed rule amendments regarding Schedule 13D and Schedule 13G filings with the intention of providing more timely information to financial markets.
The proposed amendments would:
The proposed amendments would add a new paragraph (e) to Rule 13d-3. Proposed paragraph (e) would deem persons who hold cash-settled derivatives with the purpose or effect of changing or influencing the control of the public company to be beneficial owners. Beneficial owners, for purposes of the proposed new paragraph, would also include those who hold such derivatives in connection with or as a participant in any transaction having such purpose or effect (e.g. transactions designed to pressure the counterparty or the company to make voting or disposition decisions regarding substantial blocks of securities). Security-based swaps, however, are excluded. The proposed amendment takes into consideration the economic power of holders of cash-settled derivatives, who can produce desired outcomes and potentially impact the stock price of a reference security. The rationale behind the amendment is to alert issuers and the market to any large positions in cash-settled derivative securities and, by implication, the possibility of rapid accumulations of, and high concentrations in, the related reference securities.
Lastly, the amendments would require that Schedules 13D and 13G be filed using a structured, machine-readable data language.
The comment period on the proposed amendments will be open until 30 days after the publication in the Federal Register or April 11, 2022, whichever is later. We encourage our clients and other affected investors to provide their feedback to the SEC as soon as possible.
Publication
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
Publication
On February 2, 2024, the Belgian Presidency of the Council of the European Union confirmed that the Committee of Permanent Representatives had signed the Artificial Intelligence (AI) Regulation, referred to as the AI Act. Approval by the EU Parliament followed on 13 March 2024, and the AI Act is likely to appear in the EU’s Official Journal around May 2024. The AI Act aims to establish a stringent legal framework governing the development, marketing, and utilisation of artificial intelligence within the region, thereby marking a significant advancement in the regulation of this burgeoning domain.
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The private credit market and direct lending have grown and diversified immensely in the past decade, offering alternative sources and terms of debt compared to those historically provided by the syndicated leveraged loan and public issuance markets. Consequently, they are fast becoming pivotal components in the capital ecosystem, so much so that the Bank of England consider that the private credit market is currently responsible for approximately $1.8 trillion of debt issuance, which is four times its size in 2015. This growth has been particularly pronounced in Europe and the US but there has also been significant activity in Asia.
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