Co-Chair
Tom Fagernas
Co-Chair
Jan
Willem Hoevers
Securities Law Committee
The Securities Law Committee works with the Banking; Capital Markets; Insurance and Investment Funds Committees to form the Financial Services Section.
About the Committee
The main goal of the Securities Law Committee is to bring together securities lawyers from a broad range of countries to follow, discuss and shape public policy in a world of rapidly globalising capital markets.
Key Areas of Focus
The focus of the committee is the intersection of national capital markets with each other in a world of cross-border transactions. Key areas of focus, as reflected in the subcommittee structure, are developments in underwriting and distribution of all types of capital markets products, the securities laws as they impact cross-border mergers & acquisitions, the regulation of market players such as investment banks, brokers and exchanges, securities laws as they impact public companies, and a close watch on cross-border and international regulatory developments in particular from IOSCO, CESR, the EU, the SEC, the FSA and a range of developing countries.
Publications
Take privates: the art of acquiring a listed company
This session explored the latest trends and best practices for practitioners when it comes to acquiring a listed company under the capital market rules of various jurisdictions.
Released on Jan 31, 2024
Spin-offs, split-offs and other strategic restructuring transactions at listed companies
This session explored why and when spin-offs, split-offs and other strategic restructuring transactions are undertaken by public companies, what factors are considered in choosing the best way to execute these transactions, and how to avoid pitfalls and ensure their success, with a particular focus on the capital markets regulatory requirements imposed on public issuers.
Released on Jan 31, 2024
Masters of adaptation? How private equity navigates through turbulent times
During this session, experienced legal and business experts in the industry discussed the latest trends in private equity (PE)-driven M&A. They considered the challenges that deal makers face in today’s unpredictable markets. These challenges include limited partners expecting returns to be realised and new capital to be deployed while PE funds are struggling with limited and expensive sources of debt financing and gaps in expected valuations. The session discussed certain innovative deal and financing structures that have been invented to bridge these gaps and to ensure continued deal making.
Released on Jan 31, 2024
Listing venues for high growth companies – using the capital markets as an alternative funding tool
This session discussed the benefits of an Initial Public Listing and listing on a trading venue. Advantages can include: management retains ‘control’; it is more permanent than some other funding tools; it is advantageous for obtaining financing from banks; listed shares are a good ‘currency’ in M&A transactions where the shares can be offered in exchange; and/or employees can be incentivised by shares with a real ‘exit’ opportunity.
Released on Jan 31, 2024
Projects and Reports
Survey on ESG public disclosures
This survey aims to assess how different jurisdictions regulate environmental, social and governance (ESG) disclosures and to determine whether and to what extent ESG disclosures are now mandatory due to prevailing regulatory trends and institutional investors’ demands. The importance of addressing this problem lies in the fact that ESG factors are increasingly becoming important to investors, and companies that fail to provide transparent and accurate ESG disclosures risk losing investor confidence and facing reputational damage.
Left unaddressed, the lack of clear regulations and guidance around ESG disclosures could lead to inconsistent and inadequate reporting, making it difficult for investors to make informed decisions. This could ultimately result in a lack of trust in the capital markets and, in turn, negatively impact the legal profession and society as a whole. Additionally, failure to address ESG disclosures could result in increased regulatory scrutiny, legal liability and reputational damage for companies that do not comply with regulations. Overall, the importance of addressing this issue lies in ensuring transparency and accuracy in ESG reporting, which is critical for sustainable and responsible investing and a healthy capital market ecosystem.
Download surveyESG standards in Latin American markets.
Businesses in Latin America are deeply intertwined with environmental, social and governance (ESG) concerns. The disclosure of ESG standards is mandatory for many public traded companies in the region, and local regulatory frameworks have had to adapt to new demands from investors. In this context, the IBA Securities Law Committee has produced this video, which analyses the state of affairs for ESG standards in Latin America.
Survey on Form Requirements
The IBA Securities Law Commitee has completed a survey, spanning over 25 jurisdictions, on form requirements. Topics include general form requirements for contracts; the creation and transferral of 'dematerialised securities'; and the use of electronic signatures.
Please click here to download the survey report.
Survey on implementation of the EU Shareholders’ Rights Directive II in the EU
The IBA Securities Law Committee has, together with law firms from the 28 EU Member States, conducted a survey in order to compare the national implementation of the EU Shareholders’ Rights Directive II in those jurisdictions. As of 10 September 2019, five Member States had yet to implement the Directive, and the survey thus contains answers from a total of 23 jurisdictions in the form of a questionnaire. The survey has been prepared by the IBA Securities Law Committee on the initiative of Rikke Schiøtt Petersen, Gorrissen Federspiel, Denmark, and Tom Fagernäs, Krogerus, Finland.
Float guides 2017
The Corporate and M&A Law Committee and the Securities Law Committee have prepared a guide to floats with chapters from more than 30 countries. The Float Guides describe the process in each jurisdiction for an initial public offering by a company, and explain the steps involved and set out a typical timetable. The material is intended as a high-level practical guide for practitioners and others who are looking for an introduction to the laws of each relevant jurisdiction relating to floats.
Subcommittees and other groups
The Securities Law Committee also coordinates the activities of the following subcommittees/working groups.
- Financial Conferences Subcommittee
- Mergers and Acquisitions Subcommittee
- Public Company Practice and Regulation Subcommittee
- Regulation of Market, Participants, Brokers, Banks and Exchanges Subcommittee
- Regulatory Affairs Subcommittee
- Securities Law Committee Advisory Board
- Underwriting and Distribution Subcommittee
Join us on LinkedIn
If you are a member of the Securities Law Committee, for additional networking opportunities, programs, interviews with fellow members and tips all exclusive to members, join our LinkedIn page at: https://www.linkedin.com/groups/7481665/.