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HEAD OF  DIVISION



CREDIT DEFAULT  SWAPS

BANKS & FINANCIAL INSTITUTIONS

A constantly evolving banking and finance industry calls for innovative, commercially-focused legal solutions.




Our International Banking Team has wide ranging expertise in both domestic and international work, acting for commercial banks, international development banks, investment banks, multilateral banks and other financial institutions from around the World.

Serving Global Financial Markets

The banking attorneys at McAllister, Davis & Goldstein have decades of experience representing banks and other financial institutions and entities in both active litigation as well as in counseling clients on risk management and the avoidance of banking and fiduciary-related litigation. Increased competition, regulatory reform and the economic downturn have challenged the financial services industry worldwide.

In the current environment, it is more important than ever for financial services companies to have experienced counsel with the industry knowledge, regulatory expertise and legal acumen required to deal with their increasingly complex issues. Banks and bank holding companies have confidence in our ability to guide them through the maze of regulatory compliance issues and filing requirements associated with creating a bank.

The Banking and Finance team acts for financial institutions in documenting domestic and cross-border finance transactions including acquisition and leveraged finance, securitisation, property finance, bilateral, club and syndicated facilities, secured and unsecured transactions, debt capital markets and leasing and structured finance and intercreditor arrangements.
Our attorneys are experienced in all issues relating to banking, business finance and restructuring, debtors' and creditors' rights, commercial finance and real estate.

Clients trust McAllister, Davis & Goldstein s banking lawyers to take a practical, business-oriented approach to achieving their objectives. McAllister, Davis & Goldstein s lawyers have a sophisticated understanding of the expectations and requirements of both sides to a financing transaction and provide counsel tailored to each client s needs.

Financial Institutions Expertise

Our extensive expertise in the banking, pensions and financial services law and our direct industry knowledge assist us to better serve our clients. The firm advises on an array of matters relating to banking law, including the granting of loans, property loan transactions and mortgages, syndication, collateral, security enforcement, professional secrecy, online banking transactions, e-commerce transactions and merchant accounts and general licencing and compliance issues.

We offer practical and specialist advice in:

  • Lending transactions, including business, trade, acquisition, project, property, and asset financing
  • Financial restructuring and insolvency, including complex debt restructurings, corporate collapses, receiverships, liquidations, and cross-border insolvencies
  • Debt and hybrid securities
  • Structured finance (banking, finance, tax, and capital markets all in one)
  • Regulation and compliance.

SPACs
SEC is adopting rules to enhance investor protections


 
2025 Examination Priorities
SEC announced its Examination Priorities

 
SPACs

SEC Adopts Rules and Guidance on SPACs


Special Purpose
Acquisition and
Shell Companies

TAYLOR CRIDDLE - NEW YORK

The SEC is adopting rules intended to enhance investor protections in initial public offerings by special purpose acquisition companies (commonly known as SPACs) and in subsequent business combination transactions between SPACs and private operating companies.

Further, the SEC is adopting a rule that would deem any business combination transaction involving a reporting shell company, including a SPAC, to be a sale of securities to the reporting shell and amendments to a number of financial statement requirements applicable to transactions involving shell companies.

In addition, SEC is providing guidance on the status of potential underwriters in de-SPAC transactions and adopting updates to the guidance regarding the use of projections in Commission filings as well as requiring additional disclosure regarding projections when used in connection with business combination transactions involving SPACs.
New additional disclosure
requirements with respect
to compensation paid to
sponsors
 SEC accepts disclosure requirements with respect to, among other things, compensation paid to sponsors, conflicts of interest, dilution, and the determination, if any, of the board of directors (or similar governing body) of a SPAC regarding whether a de-SPAC transaction is advisable and in the best interests of the SPAC and its shareholders. Furthermore rules that require a minimum dissemination period for the distribution of security holder communication materials in connection with de-SPAC transactions.
The safe harbor in the Private Securities Litigation Reform Act of 1995 for projections and other forward-looking statements will be unavailable for filings by SPACs and other blank check companies, with the intention of placing this type of disclosure in de-SPAC transactions on an equal footing with comparable disclosure in traditional IPOs.

OpCo will be required to be a co-registrant when a SPAC files a registration statement on Form S-4 or Form F-4 for a de-SPAC transaction. This is already the case with certain de-SPAC transaction structures, but the change means that all registered de-SPAC transactions will subject OpCo, and its officers and directors, to Sections liability.
Because they have little revenue, many SPACs qualify as SRCs prior to the de-SPAC transaction and are able to take advantage of disclosure accommodations afforded to SRCs. Under existing rules that test SRC status only once per year, some SPACs have been able to stay in SRC status for several months after the de-SPAC.
Under the new rules, a post-de-SPAC public company will be required to re-determine its status as an SRC within four business days following the consummation of the de-SPAC transaction and reflect that re-determined status in any filing made 45 days after consummation of the de-SPAC, which may include an amendment to the super 8-K. However, there is no re-determination with respect to qualification as a large accelerated or an accelerated filer, an emerging growth company, or a foreign private issuer.

A domestic SPAC that is the registrant in a de-SPAC transaction with an FPI OpCo must file on Form S-4 (not F-4), and the financial statements of the FPI OpCo must be presented in US GAAP. The combined company will be deemed to be a domestic company in that circumstance. Use of a Form F-4 would be permitted if the SPAC registrant qualifies as an FPI as of a date within 30 days of filing the de-SPAC transaction, OpCo is an FPI, and the combined company is expected to be an FPI at the time of consummation of the de-SPAC.

OpCo financial statements will need to be audited under PCAOB standards;
two years (not three years) of OpCo financial statements will be required if both SPAC and OpCo qualify as EGCs, regardless of whether SPAC has filed an annual report;
the requirements for financial statement staleness will be the same as if OpCo were filing an initial Securities Act registration statement (and in the case of an SRC, would be based on whether OpCo would qualify as an SRC in its own right).

New requirements governing projections include: Projections based on historical financial results or operational history must give equal or greater prominence to the historical measures or operational history. Presentation of projections that include a non-GAAP financial measure should include a clear definition or explanation of the measure, a description of the GAAP financial measure to which it is most directly comparable, and an explanation why the non-GAAP financial measure was used instead of a GAAP measure.
Status of SPACs under the Investment Company Act of 1940 (Company Act). The SEC withdrew proposed Company Act Rule 3a-10, which would have provided a safe harbor from the definition of investment company under the Company Act. Instead, the SEC provided its views on facts and circumstances that are relevant to whether a SPAC meets the definition of an investment company. For example, a SPAC that holds its assets in US Government securities, money market funds, and cash items prior to a de-SPAC transaction, and that does not propose to hold investment securities, will likely not be deemed to be an investment company.
   Taylor Criddle
    Capital Markets

   
  t.criddle@mdg-lawyers.com
2025 Examination
SEC announced its Priorities

THOMAS MAURER - NEW YORK

The Examination Division conducts inspections of entities registered with the SEC, including investment advisers and broker-dealers.

The Examination Division's priorities often lead to enforcement actions focused on those same priorities, so the list serves as a guide for potential areas for enforcement.

The Report covers perennial priorities of the Examination Division alongside new risk areas. Three noteworthy risk areas that are relevant to most capital markets participants include: (1) emerging financial technologies based on artificial intelligence ("AI"); (2) information security and operational resiliency; and (3) crypto assets.
The Examination Division seeks to examine registrants' use of services like automated investment tools, AI and trading algorithms. Specifically, the Report outlines that with respect to AI, the Examination Division will assess registrants' policies and procedures for monitoring controls, fraud prevention, anti-money laundering and protections against the loss or misuse of client information. This priority comes after a year during which the SEC has continued to reiterate its concerns about AI-related risks.

In 2025, the Examination Division will continue to prioritize its review of cybersecurity practices, paying particular attention to protecting investor information, customer records and assets. The Examination Division will scrutinize policies in place for data loss prevention, access controls and responses to cyber-related incidents.
Building on its 2024 priorities, the Examination Division will remain committed to closely monitoring and—when appropriate—conducting examinations of registrants offering investments involving crypto assets. The Examination Division noted that it will review whether the registrant is following appropriate standards when recommending crypto assets and reviewing and strengthening its compliance practices and risk disclosures relating to these products.
The Examination Division identified several other priorities, including assessing registrant compliance with Regulations S-ID and S-P and staying current with all required policies and procedures pertaining to protecting customer records and information.

Additionally, the Examination Division will continue to prioritize anti-money laundering programs and assess whether broker-dealers and registered investment companies are complying with rules surrounding tailoring their business model, conducting independent testing and meeting SAR filing obligations.
   Thomas Maurer
    Capital Markets

   
 t.maurer@mdg-lawyers.com