Corporate Credit Markets Division
Current Releases:
- Notice To Members on Master Selected Dealer Agreement for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities). - October 2009
- Notice To Members on Revised Master Agreement Among Underwriters for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities) - updated September 2009
- Advance Conflict Waiver Form Language
Effective April 1, 2009 the New York State Unified Court System published an updated Part 1200- Rules of Professional Conduct. Under the updated Rules, Rule 1.7 b (4) requires that consents regarding potential conflicts of interest be confirmed in writing. Several leading law firms have expressed interest in developing language for an advanced blanket conflict waiver to facilitate the documentation requirement for routine conflicts for longstanding clients. Member firms of SIFMA's Capital Markets Committee have worked with these firms to create a form of advance conflict waiver that may be used as a point of reference for further discussion between each individual law firm and its clients. The form is intended to reflect how business is normally conducted and provides for law firm clients to opt out at any time. Click here to access the form language for such advance conflict waiver. Questions on the waiver can be directed to Sean Davy at 212-313-1118 or sdavy@sifma.org - Important Update to SIFMA Guidance: Procedures, Covenants, and Remedies in Light of Revised Rule 144 - posted May 5, 2009
- SIFMA Announces Task Force to Make Recommendations on the Evolution of the Credit Rating Agency Model - April 22, 2008; Find more Credit Rating Agency Task Force information here
-
Treasury’s Regulatory Reform Plan ‘Thoughtful,’ ‘Sweeping,’ Says SIFMA -
March 28, 2008 - SIFMA Commends The Federal Reserve’s Establishment of the Primary Dealer Credit Facility - March 19, 2008
- Treasury’s Strategy to Ease Credit Market Disruption Is Embraced by SIFMA -
March 13, 2008 -
Total Securities Issuance Maintains Pace at $6.44 Trillion for 2007 Despite Market Volatility in the Second Half 2007 Securities Markets Review - February 21, 2008
Current Research
- SIFMA Research Reports: Research quarterly Vol. IV, No. 3 March 2009
Agreements and Standard Documentation
Notice To Members on Master Selected Dealer Agreement for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities). - October 2009 The Securities Industry and Financial Markets Association ("SIFMA") recently completed publication of a Master Selected Dealer Agreement ("MSDA") for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities). SIFMA members have agreed to adopt or roll out such MSDA over the next several months. (This document may be downloaded here.) As there has not been a form of MSDA in place among market participants to date, the 2009 Form of MSDA was based on a cross-section of forms provided by SIFMA members, and was designed to work in tandem with the new form of Master Agreement Among Underwriters ("MAAU") adopted by SIFMA members earlier in 2009. This MSDA reflects the thoughtful input and feedback from numerous discussions with business and legal professionals under the guidance of SIFMA staff and the law firms of Simpson Thacher & Bartlett LLP and Sheppard Mullin Richter & Hampton LLP. The MSDA sets forth the legal relationships between the Manager and Selling Group Members and permits the efficient execution of one standardized MSDA rather than the execution of separately negotiated legal contracts each and every time a firm joins a selling group. A summary of the operative provisions of the MSDA can be downloaded here.
Notice To Members on Revised Master Agreement Among Underwriters for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities). - updated September 2009 for changes to the Underwriter's Questionnaire (Exhibit A) to reflect changes to referenced FINRA rules. The Securities Industry and Financial Markets Association ("SIFMA") recently completed publication of a revised Master Agreement Among Underwriters for both Registered SEC Offerings and Exempt Offerings (other than offerings of municipal securities). SIFMA members have agreed to adopt or roll out such revised Master Agreement no later than April 1, 2009. (This document may be downloaded here.) The revisions to this Master Agreement represent the culmination of an 18-month process to update the document in light of various legal and market precedents and practices since the 1997 version of the MAAU was put in place. The revisions reflect the thoughtful input and feedback from numerous discussions with business and legal professionals under the guidance of SIFMA staff and the law firms of Simpson Thacher & Bartlett LLP and Sheppard Mullin Richter & Hampton LLP. The Master Agreement sets forth the legal relationships between syndicate members and permits the efficient execution of one standardized Master Agreement rather than the execution of separately negotiated legal contracts each and every time a firm joins a syndicate. A summary of the substantive changes to the MAAU can be downloaded here.
The development of this Master Agreement should not be relied upon by any party to determine, without appropriate legal, accounting or other relevant professional advice, whether the Agreement is suitable to its particular circumstances and needs.
If you have any questions about the Master Agreement, please contact Sean Davy, Managing Director/Corporate Credit Markets at 212.313.1118 or sdavy@sifma.org.
Important Update to SIFMA Guidance: Procedures, Covenants, and Remedies in Light of Revised Rule 144 - posted May 5, 2009
Other Corporate Credit Markets' Forms/Guidance/Documents
Comment Letter:
SIFMA Comments on Nasdaq's Proposal to Reestablish a Quotation and Trading System for PORTAL Securities (pdf)
The Securities Industry and Financial Markets Association filed a comment letter on Nasdaq's proposal to reestablish a quotation and trading system for certain securities that are designated as PORTAL securities. Nasdaq notes that PORTAL securities are currently effectively limited to securities initially sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Association requests clarification on a number of issues - May 30, 2007