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Ken Najder can be reached at knajder@joneswalker.com or 504.582.8386.

New Rules Could Help Companies That Have Registered or Are Considering Registering Guaranteed or Collateralized Debt Securities

On March 2, 2020, the Securities and Exchange Commission (SEC) adopted certain rule amendments to simplify and modernize the financial disclosure requirements for registered offerings of guaranteed and collateralized debt securities, in an attempt to relieve some of the cost and burden of compliance. The current Rule 3-10 of Regulation S-X (which governs when a filing must include financial statements for a subsidiary that either issues securities guaranteed by the parent or guarantees the parent’s securities) and Rule 3-16 of Regulation S-X (which governs when separate financial statements are required for an affiliate whose securities collateralize the registrant’s debt securities) are burdensome and have caused many companies to use exemptions from registration (typically Rule 144A) when offering guaranteed or collateralized securities. The SEC provides in its press release that the “changes are intended to both improve the quality of disclosure and increase the likelihood that issuers will conduct debt offerings on a registered basis.” These amendments may cause issuers of guaranteed or collateralized debt securities to re-evaluate whether to pursue a registered offering when accessing the capital markets and will provide some relief to certain existing registered debt issuers.Continue Reading SEC Simplifies Disclosure Requirements for Certain Registered Debt Offerings

On March 26, 2020, Louisiana’s governor, John Bel Edwards, signed Proclamation Number 37 JBE 2020 in response to the COVID-19 public health crisis. As part of this proclamation, Gov. Edwards suspended the provisions of the Louisiana Business Corporation Act (LBCA) governing shareholder meetings[1] to the extent that such provisions required shareholder meetings to be held at a physical location for shareholder meetings of Louisiana corporations that either (a) have a record date, or (b) require notice to be provided in connection therewith, or (c) are scheduled to occur on a date that falls during the public health emergency declared by Proclamation Number 25 JBE 2020 (or as extended by any subsequent proclamation made by the governor), which as of the date of this client alert is March 11, 2020 to April 13, 2020.

Continue Reading Louisiana’s Governor Signs Proclamation Regarding Virtual-Only Shareholder Meetings