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The cover of February's IFLR both overstated and understated the changes at the SEC

Europe Freshfields Bruckhaus Deringer has been hit by the news that partner and leading lawyer David Ereira is set to move across London to join Linklaters' banking practice. He will make the move at the start of May. Ereira specializes in acquisition finance, restructuring and real estate finance.

A new type of cell company creates structured finance and umbrella opportunities

This checklist summarizes the non-financial disclosures required by Forms F-1, F-3 and Form 20-F (when used either as a registration statement or an annual report). Issuers eligible to use Form F-3 are generally permitted to incorporate much of this non-financial information by reference to the issuer's annual report on Form 20-F. In addition, certain non-IPO issuers may incorporate this information into Form F-1.

US Investment Company Act of 1940 The Investment Company Act and the SEC's rules and regulations thereunder establish a comprehensive set of registration and reporting requirements for investment companies. The Investment Company Act's definition of "investment company" is broad. As a result, foreign private issuers that view themselves as operating companies rather than investment companies can nevertheless trigger the Investment Company Act.

As a general matter, there is no duty under the US federal securities laws to disclose material information unless an applicable rule or regulation specifically requires disclosure.[816] A foreign private issuer's duty to disclose may arise in situations such as:

General As discussed above, the process of registering a securities transaction generally requires a foreign private issuer to meet specific disclosure and financial statement requirements and to undergo the SEC review process. By contrast, unregistered transactions are typically less complex and time-consuming to execute. Many foreign private issuers accordingly choose to structure securities offerings in the US to take advantage of available exemptions from registration.

The Federal Council recently proposed a revision of the insider trading provision in the Swiss Penal Code (article 161). It suggests abolishing paragraph three of article 161 of the Swiss Penal Code so that practically all price-sensitive facts are subject to the insider trading provision.

IFLR has long prided itself on fielding the wealth of opinions concerning market practice in international finance. Late last year, it decided to take the temperature of the market comprehensively in a poll of the bankers' counsel at the world's top investment banks. A small committee of counsel was put together in London, which drew up a list of questions the members would like to poll their peers on. The popularity of the idea was evident in the enthusiasm of the committee and the response rate among its peers – 85% of the target audience agreed to take part.

Hedge fund Bredin Howard has announced its plans to raise approximately €1 billion on the main market of the London Stock Exchange via the offering of BH Macro.