This week's Corporate news roundup includes information regarding the EPA's determination that aircraft emissions endanger public health, Brexit's expected impact on U.K. fund promotion and the SEC's guidance on the Hart-Scott passive investment exemption and amendment of Regulation SBSR rules on reporting security-based swap transactions:

THE U.S. EPA DETERMINES THAT AIRCRAFT EMISSIONS ENDANGER PUBLIC HEALTH AND THE ENVIRONMENT

On July 25, 2016, the EPA issued a determination under the Clean Air Act that emissions from certain aircraft engines contribute to climate change and are a danger to human health and the environment. This finding is an important first step in the EPA's plan to adopt stringent aircraft emissions standards. The EPA expects to issue emissions standards for aircraft engines following the International Civil Aviation Organization's (ICAO) formal adoption (expected to occur in March 2017) of an agreement on international aircraft carbon dioxide standards. For more information, click here.

BREXIT'S EXPECTED IMPACT ON FUND PROMOTION

Once the U.K. completes its exit from the European Union, U.K. funds and their managers will no longer have free access to EU member states to promote their funds. In order to regain this access, the European Securities and Markets Authority (ESMA) will need to recommend that the Alternative Investment Fund Managers Directive (AIFMD) grant U.K. funds a "passport" similar to those it issues to other non-EU funds and their managers based upon ESMA recommendations. Non-EU managers looking to promote their funds within EU states must comply with the AIFMD's regulations and the relevant EU member state's "national private placement regime." If the AIFMD determines that it will grant the passport, it will need to put legislation into place authorizing the passport. While it is expected that U.K. funds will be granted such a passport, the timing of the grant is uncertain. As for U.S. managers selling into a post-Brexit U.K., few changes are expected since the U.K. is expected to continue to accommodate sales by U.S. managers who comply with the current U.K. national private placement regime. For more information, read Withers' guidance here.

SEC ISSUES COMPLIANCE AND DISCLOSURE INTERPRETATIONS RELATING TO HART-SCOTT PASSIVE INVESTMENT EXEMPTION

The SEC recently issued Compliance and Disclosure Interpretations (C&DIs) clarifying that a shareholder who is not eligible for the Hart-Scott-Rodino Act "passive investment" exemption from the notification and waiting period provisions of that Act may still be eligible to file the abbreviated beneficial ownership Schedule 13G that is available for passive investors under Exchange Act rules, rather than the longer-form beneficial ownership Schedule 13D.  Exchange Act Rules 13d-1(b) and 13d-1(c) guide the determination as to whether a shareholder may file a Schedule 13G or 13D, which depends upon (among other things) whether the shareholder acquired or is holding equity securities with the purpose or effect of changing or influencing control of the issuer.  For more information, click here.

SEC AMENDS REGULATION SBSR RULES RELATED TO REPORTING OF SECURITY-BASED SWAP TRANSACTIONS

The SEC recently amended its Regulation SBSR rules relating to the reporting of security-based swap transactions, toward increasing transparency in the security-based swap market. The new rules assign reporting duties for platform-executed security-based swaps that will be submitted to clearing and for security-based swaps resulting from the clearing process. They also establish regulatory reporting requirements for cross-border security-based swaps and prohibit registered swap data repositories from imposing fees or usage restrictions on transaction data that Regulation SBSR requires be publicly disseminated. For more information, click here.

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