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Equity Derivatives 2021 Equity Derivatives 2021 Equity Derivatives 2021 Equity Derivatives Equity Derivatives 2021 Contributing editor Rafal Gawlowski © Law Business Research 2021 Publisher Tom Barnes [email protected] Subscriptions Claire Bagnall Equity Derivatives [email protected] Senior business development manager Adam Sargent 2021 [email protected] Published by Law Business Research Ltd Contributing editor Meridian House, 34-35 Farringdon Street London, EC4A 4HL, UK Rafal Gawlowski The information provided in this publication Latham & Watkins LLP is general and may not apply in a specific situation. Legal advice should always be sought before taking any legal action based on the information provided. This information is not intended to create, nor does receipt of it constitute, a lawyer– Lexology Getting The Deal Through is delighted to publish the sixth edition of Equity Derivatives, client relationship. The publishers and which is available in print and online at www.lexology.com/gtdt. authors accept no responsibility for any Lexology Getting The Deal Through provides international expert analysis in key areas of acts or omissions contained herein. The law, practice and regulation for corporate counsel, cross-border legal practitioners, and company information provided was verified between directors and officers. May and June 2021. Be advised that this is Throughout this edition, and following the unique Lexology Getting The Deal Through format, a developing area. the same key questions are answered by leading practitioners in each of the jurisdictions featured. Lexology Getting The Deal Through titles are published annually in print. Please ensure you © Law Business Research Ltd 2021 are referring to the latest edition or to the online version at www.lexology.com/gtdt. No photocopying without a CLA licence. Every effort has been made to cover all matters of concern to readers. However, specific First published 2016 legal advice should always be sought from experienced local advisers. Sixth edition Lexology Getting The Deal Through gratefully acknowledges the efforts of all the contri- ISBN 978-1-83862-657-0 butors to this volume, who were chosen for their recognised expertise. We also extend special thanks to the contributing editor, Rafal Gawlowski of Latham & Watkins LLP, for his continued Printed and distributed by assistance with this volume. Encompass Print Solutions Tel: 0844 2480 112 London June 2021 Reproduced with permission from Law Business Research Ltd This article was first published in July 2021 For further information please contact [email protected] www.lexology.com/gtdt 1 © Law Business Research 2021 Contents Global Overview 3 Mexico 52 Rafal Gawlowski Pablo Perezalonso Latham & Watkins LLP Ritch, Muller y Nicolau, SC Australia 5 Norway 60 Jamie Ng, Sarah Dulhunty, Andrew Kim and Joseph Chow Linn M A Wilhelmsen and Per Morten Christiansen Ashurst LLP Advokatfirmaet Selmer AS Cayman Islands 12 Spain 67 Philip Paschalides and Paul Osborne Gonzalo García-Fuertes Walkers Garrigues France 19 Switzerland 75 Thomas Vogel and Suzana Sava-Montanari Olivier Favre and Tarek Houdrouge Latham & Watkins LLP Schellenberg Wittmer Germany 29 United Kingdom 84 Frank Bierwirth, Dirk Kocher, Axel Schiemann and Vanessa Sekker Shatha H Ali, Jeremy Green, Dean Naumowicz and Latham & Watkins LLP Sanjev D Warna-kula-suriya Latham & Watkins LLP Hong Kong 38 Posit Laohaphan, Derek S H Chua and Michael Hardy United States 93 Latham & Watkins LLP Witold Balaban, Rafal Gawlowski, Catherine Lee, Reza Mojtabaee-Zamani and Yvette D Valdez Japan 46 Latham & Watkins LLP Kentaro Nakanishi and Akihiro Tsukamoto TMI Associates 2 Equity Derivatives 2021 © Law Business Research 2021 Global Overview Rafal Gawlowski Latham & Watkins LLP The past several years have witnessed the growing importance of stra- described below. In addition to raising capital through traditional offer- tegic equities as part of corporate finance advisory services for both ings of equity-linked convertible and exchangeable notes, issuers have listed issuers and their controlling shareholders. Strategic equities also marketed alternative structures to investors, including convertible services offer a range of equity derivatives products to clients, including preferred shares, mandatory convertible preferred shares and tangible capital-raising, equity-linked products; structured share buy-back and equity units (a combination of a prepaid stock purchase contract and share accumulation products; and hedging and monetisation products. an amortising note). As these convertible securities have approached Interestingly, the period of global pandemic highlighted the demand for maturity, structured exchange transactions with existing convertible sophisticated methods of capital raising, balance sheet management noteholders have provided issuers with an efficient method of refi- and hedging solutions, all of which utilise strategic equities solutions. nancing their convertible debt. This sixth edition of the Equity Derivatives volume in the Lexology Derivative overlays that synthetically raise the conversion price Getting The Deal Through series aims to survey the equity derivatives of convertible securities – namely, call spreads and capped calls – landscape in key jurisdictions around the world and highlight the critical have been very popular for US issuers, who enjoy favourable tax and issues that practitioners and market participants should be aware of. accounting treatment. While that treatment may not be available to This introduction gives a brief overview of the state of the global market non-US issuers, many still use capped calls to hedge against potential and the primary product classes discussed in this volume. dilution or cash expenditure on conversion of the underlying secu- When considering which jurisdictions are relevant to the legal anal- rities, and such issuers can take advantage of alternative structures ysis of a particular equity derivatives product, practitioners must look with potentially more favourable features for which tax integration and beyond the jurisdiction of the counterparty to the product’s contract. accounting concerns are not constraining factors. Call spreads and In addition to considering the laws of the counterparty’s jurisdiction, capped calls have been adapted to hedge a range of other equity-linked practitioners must consider the laws of the jurisdiction in which the securities in addition to convertible notes. underlying equities are listed and traded (likely to be the jurisdiction in Additionally, US issuers continued robust equity repurchase activity which the equity derivatives product is going to be hedged), the laws of in 2020, driven in large part by initially lower stock market valuations. the jurisdiction in which the underlying issuer is organised and in which Many of these repurchase programmes have taken the form of acceler- it conducts business, the laws of the jurisdiction in which the collateral ated share repurchase transactions, in which a dealer delivers borrowed is held, the laws of the jurisdiction in which the dealer is organised and shares to the issuer against prepayment by the issuer shortly after regulated, and the laws governing the equity derivatives product itself. execution, and the final number of shares to be delivered by the dealer Not infrequently, an equity derivatives transaction will span a number of at maturity is determined over a calculation period in which the dealer jurisdictions and will require collaboration among practitioners around buys shares in the open market to cover its short position. In addition, the globe. overall concerns and the restrictions on repurchases by certain compa- Efficient equity derivatives markets depend on liquid equity nies receiving financial assistance from the federal government under markets, making the United States, Japan, greater China, continental the Coronavirus Aid, Relief and Economic Security Act of 2020, which Europe and the United Kingdom natural centres for equity deriva- might have had implications not just for stock buy-backs but also other tives trading. According to data obtained from the World Federation of hedging products in which issuers may be deemed to repurchase their Exchanges, as of December 2019, the New York Stock Exchange (NYSE) securities, have somewhat subsided. Buy-back activity also picked up remained the largest exchange operator worldwide, with market capital- in Europe and Japan, although US issuers still repurchase significantly isation of approximately US$23.33 trillion, followed by the Nasdaq Stock more equity than Japanese or European issuers. Chinese authorities Market (US$13.00 trillion), Japan Exchange Group Inc (US$6.19 tril- have sought to encourage share buy-backs to boost market valuations. lion), the Shanghai Stock Exchange (US$5.11 trillion), Hong Kong Stock Chinese companies were previously barred from repurchasing their Exchanges and Clearing Limited (US$4.90 trillion), Euronext (US$4.70 shares except in limited circumstances, but they are now allowed to trillion) and the London Stock Exchange Group (US$4.18 trillion). fund buy-backs with bank loans and bond sales, including convertible The equity derivatives most commonly used by listed issuers are bonds. China has also loosened requirements for shareholder approval capital-raising, equity-linked derivative securities (such as convertible for stock buy-backs. notes); products for hedging those derivative securities; and accelerated In addition,
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