Dechert LLP

Contact
Share
Info
Circa Centre, 2929 Arch Street
Philadelphia, PA 19104, United States
Phone: 215 994 4000
Fax: 215 994 2222
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Business Organizations
  • Commercial Law & Contracts
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Health
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
See more
Locations
Other U.S. Locations
  • California
  • Connecticut
  • D.C.
  • Illinois
  • Massachusetts
  • New York
  • North Carolina
  • Pennsylvania
  • Texas
Other Countries
  • Belgium
  • China
  • France
  • Georgia
  • Germany
  • Hong Kong
  • Ireland
  • Kazakhstan
  • Luxembourg
  • Russia
  • Singapore
  • United Arab Emirates
  • United Kingdom
Number of Attorneys
800+ Attorneys

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

A Tale of Two Districts: Patent Trials in the Eastern and Western Districts of Texas During the COVID-19 Pandemic

Both the Eastern and Western Districts of Texas are well-known for promptly calendaring patent trials. But parties’ odds of actually proceeding to trial during the COVID-19 pandemic may vary between the Districts, as shown by…more

Appeals, Coronavirus/COVID-19, Court Closures, Court Schedules, Inter Partes Review (IPR) Proceeding

See all updates »

SEC Division of Examinations Releases 2023 Priorities

The Securities and Exchange Commission’s Division of Examinations (EXAMS) published its report on 2023 Examination Priorities on February 7, 2023. The 2023 Examination Priorities continue to reflect an examination program that…more

Broker-Dealer, Investment Adviser, Investment Companies, Libor, Private Funds

See all updates »

Myriad's Possible Impact on Patent Eligibility of Isolated Non-DNA Chemical Substances

Over a century ago, in the famous Parke-Davis adrenaline patent infringement case, Judge Learned Hand articulated what many consider the origin of the legal premise that isolated components or purified extracts of natural…more

AMP v Myriad, DNA, Human Genes, Myriad, Patent-Eligible Subject Matter

See all updates »

DAMITT 2023 Year in Review: Merger Control Trends in Germany and France

Since 2020, our antitrust/competition practice has expanded the Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) to include Germany and France. This supplements DAMITT’s U.S. and EU coverage with comprehensive…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Enforcement

See all updates »

FDA Issues Final Rule Clarifying Evidence of Off-Label Marketing

Key Takeaways - Following more than five years of revisions and delays, the U.S. Food and Drug Administration (“FDA”) published its final “intended use” rule (the “Final Rule”) and amended its regulations describing the types of…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Off-Label Promotion, Off-Label Use, Pharmaceutical Industry

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

‘Modify’ Means Modify: Supreme Court Rejects Biden Administration’s Plan to Forgive US$430 Billion in Student Loan Debt

The Supreme Court reaffirmed that agencies may not exercise sweeping powers that would fundamentally revise congressional policies absent clear statutory authorization. The Secretary of Education’s power to “modify” the…more

Biden Administration, Coronavirus/COVID-19, Loan Forgiveness, SCOTUS, Secretary of Education

See all updates »

English Court of Appeal calls a halt to the cross-border laundering of judgments

The eagerly anticipated decision of the English Court of Appeal in Strategic Technologies Pte Ltd v. Procurement Bureau of the Republic of China Ministry of National Defence has confirmed that it is impermissible to register in…more

Appeals, Commercial Litigation, Cross-Border, Damages, Default Judgment

See all updates »

UK Criminal Finances Act 2017: A Dechert "Dirty Money" Trilogy: Part Three "The Good, The Bad and The Wealthy" - The New Unexplained Wealth Order

The Criminal Finances Act 2017 (the “Act”) represents a further significant development in the approach to the investigation and prosecution of financial crime in the UK1. The new offence of failure to prevent the facilitation…more

Criminal Investigations, Financial Crimes, Freeze Order, Money Laundering, Reasonable Suspicion

See all updates »

FINRA “Capital Acquisition Broker” Rules are a Solution for Private Equity and Hedge Funds and Private Investment Banking/M&A

The CAB Rules will enter into force on April 14, 2017. On January 3, 2017, FINRA will begin accepting applications for CAB registration from new applicants and existing FINRA members that wish to be re-designated as CABs, and…more

Acquisitions, Broker-Dealer, Capital Acquisition Broker (CAB), Financial Industry Regulatory Authority (FINRA), Hedge Funds

See all updates »

Global Private Equity Newsletter - Spring 2017 Edition: Recent Developments in Acquisition Finance

When a portfolio company underperforms, an equity sponsor will want to assess the degree of negotiating leverage the company’s lenders have against the company under the circumstances, which can play a significant role in…more

Acquisition Finance, Appeals, Bankruptcy Court, Bondholders, Breach of Contract

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

UK Hotels Outlook: Summer 2016 and Beyond

UK hotels remain most popular in Europe - London remains the top destination for hotel investment in Europe, according to a survey of senior hospitality figures, beating Barcelona and Madrid into joint second place…more

Foreign Investment, Hospitality Industry, Hotels, Investment Funds, UK

See all updates »

Four Investing Insights for the Private Credit Industry

Private credit has emerged as a compelling option for investors. With banks continuing to pull back due to government regulation and a changed risk landscape (among other things), a significant opportunity presents itself for…more

Investment, Investors, Private Equity, Private Equity Firms, Private Equity Funds

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

Another Step Towards the Implementation of the “Unitary Patent Package”

The Court of Justice of the European Union on 5 May 2015, in cases C-146/13 and C-147/13, has followed Advocate General Yves Bot’s opinion and dismissed, as expected, the Kingdom of Spain’s actions against the Regulations…more

Dismissals, EU, Spain, Unitary Patent

See all updates »

Proposed Rule on Quality Control Standards for Automated Valuation Models: Comments Closed and Now What?

The proposed rule, if adopted, would apply to mortgage originators and issuers of mortgage-backed securitizations that rely on automated valuation models (“AVMs”) to determine the value of real estate collateral. The…more

American Bankers Association, Conflicts of Interest, Consumer Financial Protection Bureau (CFPB), Credit Unions, Fannie Mae

See all updates »

CFTC Proposes Significant Disclosure Requirements with which CPOs and CTAs Operating under CFTC Rule 4.7 Will Have to Grapple

The Commodity Futures Trading Commission (Commission or CFTC) voted to announce proposed rule changes on October 2, 2023, that would significantly change the disclosure requirements applicable to registered commodity pool…more

Asset Management, CFTC, Commodity Trading Advisors (CTAs), Conflicts of Interest, CPOs

See all updates »

Ownership of Social Media Accounts – The Second Circuit Speaks

We have previously written an OnPoint about the law concerning ownership of social media accounts in light of the explosive growth in the use of such media for commercial advertising, product development and customer engagement…more

Advertising, Business Development, Investment, Product Development Protocols, Social Media Account Ownership

See all updates »

Minimum HSR Reporting Threshold Reaches All-Time High of US$119.5 Million

Tracking the economy’s continued growth and the resulting increase in GNP, the HSR filing thresholds increased by about 7.3 percent. The new minimum size-of-transaction threshold increased from US$111.4 million to US$119.5…more

Antitrust Division, Civil Monetary Penalty, Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

See all updates »

Private Equity in the United Kingdom - 2020 Edition

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory…more

Alternative Investment Fund Managers Directive (AIFMD), Buyouts, Cross-Border Transactions, Equity Financing, Private Equity

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

Federal Regulators to the Rescue? The OCC and FDIC Propose Rules to Address Madden Risk.

With the hope of finally addressing the uncertainty created by the U.S. Second Circuit Court of Appeal’s holding in Madden v. Midland Funding,1 the Office of the Comptroller of the Currency (OCC) and the Federal Deposit…more

Assignments, Consumer Credit Protection, FDIC, Financial Regulatory Agencies, Financial Services Industry

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

Reshaping UAE's Financial Landscape: The New Bankruptcy Law Explained

The United Arab Emirates has enacted Federal Decree – Law No. 51/2023 on Financial Restructuring and Bankruptcy (the “Bankruptcy Law”). The Bankruptcy Law aims to enhance economic activity and regional stability by improving…more

Bankruptcy Court, Insolvency, Restructuring, Settlement, United Arab Emirates (UAE)

See all updates »

Securities and Derivative Litigation: Quarterly Update - February 2024

As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick in…more

Banking Sector, Biotechnology, Class Action, Cryptocurrency, Derivatives

See all updates »

Restructuring and Insolvency Bulletin: Issue 4 - May 2018: UK High Court Confirms Broad Definition of a “Financial Institution” – (Re Olympia Securities Commercial Plc (in administration) [2017] EWHC 2807 (Ch))

The High Court has confirmed it will adopt a broad definition of a “financial institution” for the purposes of the transferability provisions in a loan agreement including: (i) a newly incorporated company with a share capital…more

Assignments, Creditors, Debt Restructuring, Financial Institutions, Insolvency

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

European Commission Repurposes Powers to Capture Deals Not Meeting Filing Thresholds in the EU

Key takeaways - The European Commission (EC) recently issued guidance encouraging Member States to make use of the option, foreseen in the EU Merger Regulation (EUMR), to request the EC to review transactions that do not meet…more

Competition, EU, European Commission, Merger Controls, Mergers

See all updates »

Is your Fund Documentation ready for the German Investment Tax Reform? – Transposition Deadline 30 June 2018 to be observed

At the beginning of 2018, a new German investment taxation regime entered into force (German Investment Tax Reform 2018). Under the new law, a new intransparent taxation regime for mutual investment vehicles and their investors…more

Deadlines, German Investment Tax Act (GITA), Germany, Investment Funds, Management Companies

See all updates »

Investment Funds Update: Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - Issue 6, 2017: United Kingdom

FCA Publishes Draft Rules to Extend the Senior Managers and Certification Regime to all Firms - The FCA published its long-expected consultation paper (CP17/25) on 26 July, with proposed rules to extend the senior managers…more

Asset Management, EU, Financial Conduct Authority (FCA), Investment Funds, MiFID II

See all updates »

Mexico’s Electricity Industry Law Update: Remedies for Foreign Investors

Key Takeaways - The recently published Decree amending Mexico’s Electricity Industry Law is poised to significantly affect foreign companies investing in Mexico’s energy sector…more

Electricity, Energy Sector, Foreign Investment, Investors, Mexico

See all updates »

Real World - An Update from Dechert's London Finance and Real Estate Group July 2015: Construction Update: The CDM 2015

The Construction (Design and Management) Regulations 2015 (“CDM 2015”) came into force on 6 April 2015 and replace the Construction (Design and Management) Regulations 2007. The CDM 2015 are intended to ensure that construction…more

Construction Industry, Construction Project, UK, Workplace Safety

See all updates »

SEC Releases 2022 Enforcement Division Results

The Securities and Exchange Commission (“SEC”) released an annual summary, on November 15, 2022, of actions brought by the Division of Enforcement (“Division”) over fiscal year 2022 (“Enforcement Summary”), providing an overview…more

Civil Monetary Penalty, Climate Change, Cryptoassets, Cybersecurity, Disclosure Requirements

See all updates »

UK Life Sciences and Healthcare Newsletter - March 2021: Granting Incentives Under U.S. Plans to UK-based Executives

One of the most effective ways to incentivise staff, in particular senior employees, is to offer them the opportunity to purchase stock or shares in a group company. U.S. companies often operate stock and other incentive plans…more

Employment Contract, Incentives, Non-Compete Agreements, Notice Requirements, Restrictive Covenants

See all updates »

COVID-19 Coronavirus: Facing a Global Challenge: Key Considerations for Fund Managers

The outbreak of the COVID-19 coronavirus is causing business disruption on an unprecedented scale. After more than a decade of sustained economic growth, market volatility and central bank intervention has…more

Business Continuity Plans, Business Interruption, Capital Markets, Closed-End Funds, Contract Terms

See all updates »

SEC Office of Compliance Inspections and Examinations Issues Risk Alert on Multi-Branch Adviser Initiative

Investment advisers registered with the U.S. Securities and Exchange Commission (SEC) may use a variety of business and organizational models, which may include structures with one or more branch offices. In announcing its…more

Compliance, Fiduciary Duty, Investment Adviser, Investment Advisers Act of 1940, OCIE

See all updates »

Directors Beware: The Climate is Changing with ESG Claims on the Rise

There is a growing trend of shareholders and other stakeholders using litigation to hold companies and their directors accountable regarding ESG issues. Shareholder activists and other stakeholders are using the courts in an…more

Appeals, Directors, Environmental Social & Governance (ESG), EU, Liability

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

COVID-19 (Coronavirus) – Considerations for Board and Shareholder Meetings

The novel coronavirus (COVID-19) is interfering with the normal function of businesses around the world, including in the form of travel restrictions, quarantines, office closures and employees being encouraged (or required) to…more

Board Meetings, Coronavirus/COVID-19, Publicly-Traded Companies, Risk Management, Securities and Exchange Commission (SEC)

See all updates »

SEC Staff No Longer Requires “Tandy” Representations in Filing Reviews

The staff of the U.S. Securities and Exchange Commission (SEC) announced on October 5, 2016 that, with immediate effect, it will no longer require companies to include “Tandy” representations in their disclosure filing review…more

Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC), Tandy Letter

See all updates »

Economic Crime and Corporate Transparency Act 2023 – what changes to corporate criminal liability can we expect?

On 26 October 2023, the Economic Crime and Corporate Transparency Act (the “Act”) received Royal Assent. Among other measures to further tackle economic crime1 it has introduced a failure to prevent fraud offence and amended…more

Corporate Crimes, Deferred Prosecution Agreements, Financial Crimes, Fraud Prevention, Liability

See all updates »

UPDATE: Continued Regulatory Focus on US Political Contributions

Recent actions by financial industry regulators, including the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Municipal Securities Rulemaking Board (“MSRB”),…more

Broker-Dealer, Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Financial Services Industry, Investment Adviser

See all updates »

Directors Beware: The Climate is Changing with ESG Claims on the Rise

There is a growing trend of shareholders and other stakeholders using litigation to hold companies and their directors accountable regarding ESG issues. Shareholder activists and other stakeholders are using the courts in an…more

Appeals, Directors, Environmental Social & Governance (ESG), EU, Liability

See all updates »

Overseas Production Orders – Where are we now?

In March 2019 Dechert reported that the Crime (Overseas Production Orders) Act 2019 (the “COPO Act”) had granted UK authorities new extra-territorial powers…more

CLOUD Act, Cloud Computing, Cooperation Agreement, Crime (Overseas Production Orders) Act 2019 (the COPO Act), Criminal Investigations

See all updates »

Delaware Supreme Court Adopts Primedia Test for Post-Merger Shareholder Actions

In Morris v. Spectra Energy Partners (DE) GP, LP,1 the Delaware Supreme Court clarified the test for determining when former equityholders have standing to pursue post-merger direct claims for a controller’s alleged failure to…more

Article III, Contract Negotiations, Corporate Counsel, Corporate Sales Transactions, DE Supreme Court

See all updates »

SEC Expands Scope of Fund “Names Rule”

The Securities and Exchange Commission recently adopted significant changes to Rule 35d-1 under the Investment Company Act of 1940 (Names Rule), as well as certain forms and disclosure requirements on September 20, 2023…more

Derivatives, Disclosure Requirements, Environmental Social & Governance (ESG), Form N-PORT, Investment

See all updates »

SEC Adopts Third Set of Amendments to Form PF

The latest round of revisions to Form PF made a stealthy arrival, with the SEC announcing in mid-February that it adopted the updates without an in-person vote. As the third set of amendments to Form PF in the past 12…more

CFTC, Compliance, Form PF, New Amendments, Private Funds

See all updates »

Department of the Treasury’s CDFI Fund Releases Revised Certification Application

The U.S. Department of the Treasury’s Community Development Financial Institutions Fund released an updated Community Development Financial Institution (CDFI) Certification Application (Application). This updated Application…more

Applications, CDFI Fund, Certifications, Community Development Financial Institution (CDFI), Compensation

See all updates »

Revised EU Guidance on Market Definition: Key points for the technology and other “innovative” sectors

After over 25 years, the European Commission (the “Commission”) has revised the guidance on market definition in antitrust and merger control investigations. The new guidance, most notably, reflects developments relating to…more

Antitrust Provisions, Capital Markets, Competition, EU, European Commission

See all updates »

Further Measures Adopted by Russia in Response to Sanctions

Russia continues to introduce restrictive and other measures following the imposition of sanctions by the USA, EU, UK and other countries on Russia…more

Counter Sanctions, Debt, Economic Sanctions, Financial Transactions, Foreign Corporations

See all updates »

AIFMD - Review: Geplante Änderungen der AIFM-Richtlinie – Auswirkungen auf Kreditfonds

Der aktuelle Stand im EU-Normgebungsverfahren - Der Europäische Rat hat am 6. November 2023 seine mit Spannung erwartete finale Fassung des Beschlusstextes zur Änderung der AIFMD- und der OGAW-Richtlinie (AIFMD II) in Bezug…more

Alternative Investment Fund Managers Directive (AIFMD), Credit, EU, European Securities and Markets Authority (ESMA), Investment

See all updates »

Tour De Private Credit: BeSPOKE Private Loan Securitizations Gain Traction

With the turbulent macroeconomic climate, we have seen increased growth over the past couple of years in alternative private credit financing structures. In particular, there has been an upswing in private, bespoke…more

Asset Management, Collateralized Loan Obligations, Investors, Rating Agencies

See all updates »

Dechert Re:Torts - Issue 14

A Prescription for Liability: Michigan Repeals Flagship Drug Immunity Law - Michigan’s recent repeal of immunity provisions under its Product Liability Act has potentially significant implications for pharmaceutical…more

Appeals, Artificial Intelligence, Bribery, Canada, Compliance

See all updates »

Multiple Governments Impose Joint Sanctions on Russia

On the second anniversary of the start of the war in Ukraine and in response to the death of activist Aleksey Navalny in a Russian prison, the United States, European Union, and United Kingdom, along with Australia and Canada,…more

Asset Freeze, Australia, Bureau of Industry and Security (BIS), Canada, China

See all updates »

CMBS Issuer wins negligence claim against valuer in English High Court

In a judgement of major significance for the commercial mortgage backed securities (CMBS) market, the High Court has ordered a negligent valuer to pay €32 million damages to a CMBS issuer. This is the first time a CMBS-related…more

Asset Valuations, Credit Suisse, Mortgage-Backed Securities, Negligence

See all updates »

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange…more

Broker-Dealer, Final Rules, Private Funds, Proprietary Trading, Registered Investment Advisors

See all updates »

Leverage may be a sufficient benefit to justify the making of a winding up order – new ruling by the Hong Kong Court of Final Appeal

Creditors seeking to enforce an undisputed debt against a solvent foreign non-Hong Kong company in the courts of Hong Kong will welcome the recent judgment of the Court of Final Appeal (CFA) in Shandong Chenming Paper Holdings…more

Commercial Bankruptcy, Creditors, Debtors, Foreign Bankruptcies, Foreign Corporations

See all updates »

New York Foreclosure Abuse Prevention Act Update: Latest Challenges and Implications

Just over a year has passed since the enactment of the New York Foreclosure Abuse Prevention Act (“FAPA”). FAPA was enacted as a response to the New York Court of Appeals’ 2021 holding in Freedom Mortg. Corp. v. Engel, 37 N.Y.3d…more

Foreclosure, Investors, Mortgage-Backed Securities, New York

See all updates »

EMIR Alert: Refit Reporting Changes Go Live

18 June 2020 will mark one year since the EMIR Refit Regulation (the “EMIR Refit”) came into force. On the same date, the reporting responsibility changes introduced by the EMIR Refit will take effect…more

AIFM, AIFs, Derivatives, EMIR, EU

See all updates »

Morningstar Requests Comments on Proposed Rating Methodology for SASB Deals

Morningstar has published a proposed method for rating single-asset/single-borrower (SASB) transactions. The new approach is slated to replace the “U.S. CMBS Subordination Model” with respect to SASBs and other forms of CMBS…more

Accounting Methods, Cherry Picking, CMBS, Comment Period, Commercial Real Estate Market

See all updates »

SEC Division of Examinations Releases 2023 Priorities

The Securities and Exchange Commission’s Division of Examinations (EXAMS) published its report on 2023 Examination Priorities on February 7, 2023. The 2023 Examination Priorities continue to reflect an examination program that…more

Broker-Dealer, Investment Adviser, Investment Companies, Libor, Private Funds

See all updates »

The Potential Impact of the COVID-19 Coronavirus on EBITDA and Financial Covenant Calculations in Loan Agreements

Whilst the full scope of the potential impact of COVID-19 for financial covenant calculations and other purposes within loan agreements can only properly be assessed on a deal-by-deal basis, it is still possible to identify some…more

Accounting Standards, Auditors, Audits, Borrowers, Coronavirus/COVID-19

See all updates »

Dechert Re:Torts - Issue 14

A Prescription for Liability: Michigan Repeals Flagship Drug Immunity Law - Michigan’s recent repeal of immunity provisions under its Product Liability Act has potentially significant implications for pharmaceutical…more

Appeals, Artificial Intelligence, Bribery, Canada, Compliance

See all updates »

With Dismissal of Another Set of Major High-Frequency Trading Suits, Litigation Risk From Providing Fast Data and Other Services to High-Frequency Traders Fades

Judge Furman of the SDNY Dismisses Claims Against Major Exchanges and Barclays, Holding That Facilitating HFT Does Not Constitute Actionable Market Manipulation - Judge Jesse Furman of the United States District Court for…more

Barclays, Dark Pool, Dismissals, Failure To State A Claim, High Frequency Trading

See all updates »

Recent Delaware Case Makes First Finding of "Material Adverse Effect": Key Takeaways

The recent decision of the Delaware Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG et. al is the first time a Delaware court has found a material adverse effect in the M&A context, and reinforces current Delaware law…more

Acquisitions, Breach of Contract, Buyers, Contract Termination, Contract Terms

See all updates »

Dechert On ESG - A Practical Guide for Asset Managers

Asset managers across geographies and asset classes are increasingly incorporating environmental, social and governance (“ESG”) considerations at all levels of the investment management business. Increased focus on ESG has been…more

Asset Management, Business Plans, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

WARN Act Decision Highlights Employment Risks for Private Equity Sponsors

In considering whether two entities should be considered a “single employer” for purposes of the WARN Act, the Fifth Circuit concluded that “the question of de facto control is of such importance that liability might be…more

Business Closures, Common Ownership, Corporate Counsel, Department of Labor (DOL), Notice Requirements

See all updates »

The Consequences of the Coronavirus on Contract Performance and the Resolution of Disputes

Business operations, supply chains and the resolution of international disputes have experienced significant disruption as a result of the outbreak of the novel coronavirus (COVID-19) and actions taken by governments and…more

Breach of Contract, Coronavirus/COVID-19, Dispute Resolution, Force Majeure Clause, Infectious Diseases

See all updates »

SEC Finalizes Amendments Governing Beneficial Ownership Reporting

Revised deadlines for initial Schedule 13D and Schedule 13G filings: Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file on…more

Amended Rules, Beneficial Owner, Compliance, Consumer Protection Act, Deadlines

See all updates »

A Flexible Capital Raise: Shelf Registration Statements For Closed-End Funds

Exchange-listed closed-end investment companies (closed-end funds) have historically faced challenges in raising additional capital after their initial public offering (IPO) due to the structure of such funds and certain…more

Financial Regulatory Reform, Initial Public Offering (IPO), NAV, Securities Act of 1933, Securities and Exchange Commission (SEC)

See all updates »

Newsflash: SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

On October 7, 2020, the Securities and Exchange Commission voted to adopt Rule 12d1-4 under the Investment Company Act of 1940 and related amendments to the regulatory framework governing funds that invest in other funds (“fund…more

Amended Rules, Controlling Stockholders, Form N-CEN, Fund of Funds, Investment Company Act of 1940

See all updates »

COVID-19 Coronavirus Business Impact: How to deal with private law contract enforcement issues under French law?

The global coronavirus disease (COVID-19) pandemic as well as the containment measures adopted by various countries, including France since 17 March 2020, affect all companies. Some of these are questioning their ability to…more

Affirmative Defenses, Breach of Contract, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

See all updates »

SEC Adopts Rules on Short Sales and Securities Lending

The Securities and Exchange Commission on October 13, 2023, adopted two new rules under the Securities Exchange Act of 1934 expanding reporting requirements for securities lending and short sales and amending rules regarding…more

Covered Person, Disclosure Requirements, Investment Adviser, Investment Management, Lending

See all updates »

COVID-19 Coronavirus: Global Tax Update

Below please find a list of global tax measures in response to COVID-19. United States - On March 25 and March 27 the U.S. Senate and House of Representatives, respectively, passed the Coronavirus Aid, Relief and Economic…more

Coronavirus/COVID-19, EU, International Tax Issues, United States

See all updates »

Register of Overseas Entities Comes into Force – are you ready?

Earlier this year Dechert reported on the new Register of Overseas Entities ("ROE"), introduced in March as Part 1 of the Economic Crime (Transparency and Enforcement) Bill (the "Bill"). The Bill was enacted on 15 March 2022,…more

Beneficial Owner, Financial Crimes, Foreign Entities, Foreign Investment, Real Estate Investments

See all updates »

IRS Continues to CARE(S) – Releases Notices on Required Minimum Distributions and Safe Harbor Contributions

The Internal Revenue Service released Notice 2020-51 on June 23, 2020, which provides additional Coronavirus related guidance relating to the waiver of 2020 required minimum distributions (RMDs) under certain defined…more

401k, 403(b) Plans, Benefit Plan Sponsors, CARES Act, Coronavirus/COVID-19

See all updates »

EPA Proposes National Drinking Water Regulation for Six PFAS Compounds

EPA has announced proposed national drinking water standards for six PFAS compounds, including PFOA and PFOS. The regulation would create enforceable Maximum Contaminant Levels for these PFAS, and states would be required to…more

CERCLA, Compliance, Contamination, Drinking Water, Environmental Policies

See all updates »

Federal Trade Commission Proposes National Ban on Employee Non-Compete Agreements

The Federal Trade Commission began the new year by issuing a sweeping proposed rule banning all non-compete agreements between employers and employees. The proposed rule would add a new subchapter to the FTC Act, and would not…more

Biden Administration, Employment Contract, Executive Orders, Federal Trade Commission (FTC), FTC Act

See all updates »

“More Cooperation Please”: DOJ Revises Corporate Enforcement Policy to Encourage Even Greater Cooperation

This week the DOJ published revisions to its Corporate Enforcement Policy designed to even further encourage companies to make voluntary self-disclosures of wrongdoing within their ranks, cooperate with investigations, and take…more

Compliance, Corporate Crimes, Corporate Fraud, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

AIFMD 2.0: A Focus on Existing Funds That Originate Loans (Transitional Provisions)

AIFMD 2.0 enters into force today –15 April 2024. Member States have 24 months to transpose the provisions into national law, meaning that AIFMD 2.0 will take effect from 16 April 2026…more

AIFs, Alternative Investment Fund Managers Directive (AIFMD), European Economic Area (EEA), Investment Adviser, Loans

See all updates »

SEC Adopts Significant Money Market Fund Reforms; Enhances Private Liquidity Fund Reporting on Form PF

The Securities and Exchange Commission, by a vote of 3 to 2, approved significant changes to Rule 2a-7 and other rules that govern money market funds under the Investment Company Act of 1940 on July 12, 2023. Among other things,…more

Investment Advisers Act of 1940, Liquidity, Money Market Funds, Securities and Exchange Commission (SEC), Swing Pricing

See all updates »

Beds without Heads: Hotels in the Era of the Coronavirus

The spread of COVID-19 has created a new reality for the hospitality industry. As of March 25, the CDC reported 54,453 confirmed cases in the U.S., and the number is expected to grow exponentially. In the hopes of slashing…more

Coronavirus/COVID-19, Hospitality Industry, Hotels, Infectious Diseases, Public Health

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 49

FTC Announces Proposed Settlement with Software Provider to Settle Allegations that its Inadequate Security Safeguards Led to Cyberattack - On February 1, 2024, the Federal Trade Commission (“FTC”) announced a proposed…more

Cookies, Cyber Attacks, Cybersecurity, Data Brokers, Federal Trade Commission (FTC)

See all updates »

AMLD5 in Germany: Implementation provides far-reaching licensing requirements for crypto-asset service providers

German draft bill for the implementation of the 5th EU Anti-Money Laundering Directive provides for licensing requirements and an expansion of the address of the anti-money laundering obligations with regard to crypto-asset…more

AMLD IV, Anti-Money Laundering, BaFin, Banks, Cryptocurrency

See all updates »

Risk and Rewards of CRE-CLO and CLO Securitizations: Navigating the Capital Markets

More than 100 senior executives participated in Dechert’s Risk and Rewards of CRE-CLO and CLO Securitizations: Navigating the Capital Markets seminar.  The half day event, supported by  CRE Finance Council (CREFC) and the Loan…more

Collateralized Loan Obligations, Professional Conferences, Risk Retention, Securitization

See all updates »

Trump Executive Order Addresses Executive Branch, Critical Infrastructure Cybersecurity

President Donald J. Trump issued an Executive Order on May 11, 2017 aimed at “Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure” (the “Order”). The Order mandates federal governmental review of…more

Critical Infrastructure Sectors, Cybersecurity, Department of Defense (DOD), Department of Homeland Security (DHS), Energy Sector

See all updates »

COVID-19 Coronavirus Business Impact: How to deal with private law contract enforcement issues under French law?

The global coronavirus disease (COVID-19) pandemic as well as the containment measures adopted by various countries, including France since 17 March 2020, affect all companies. Some of these are questioning their ability to…more

Affirmative Defenses, Breach of Contract, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

See all updates »

OCIE Publishes Risk Alert Regarding Recent Focus Areas in Private Fund Adviser Examinations

The staff of the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (staff) issued a National Exam Program Risk Alert on June 23, 2020 (Risk Alert). The Risk Alert focuses on advisers that…more

Conflicts of Interest, Ethics, Excessive Fees, Fee Disclosure, Investment Adviser

See all updates »

The United States Establishes the Foundation for a New Outbound Investment Regime

In brief. On August 9, 2023, President Biden signed a highly anticipated Executive Order (the “Outbound E.O.”) to establish a U.S. outbound investment regime. The U.S. Department of Treasury (“Treasury”) concurrently published…more

Advanced Notice of Proposed Rulemaking (ANPRM), Artificial Intelligence, Asset Management, Biden Administration, CFIUS

See all updates »

Corona-Matching-Facility Builds on Well-Established Structures

Corona-Matching-Facility Builds on Well-Established Structures In its recent statement, the German government recognized the innovative power that startups and young technology companies have and how important these companies…more

Borrowers, Corona-Matching-Facility (CMF), Coronavirus/COVID-19, Economic Stimulus, Eligibility

See all updates »

The Supreme Court of Pennsylvania in Butler Affirms the Long-Standing Dunham Rule and Brings Certainty to Marcellus Shale Natural Gas Rights

The Supreme Court of Pennsylvania in Butler v. Charles Powers Estate1 unanimously reversed the ruling of the Superior Court which held that an evidentiary hearing “complete with expert, scientific testimony” is necessary to…more

Dunham Rule, Expert Testimony, Marcellus Shale, Minerals, Natural Gas

See all updates »

New CSSF Circular on NAV Errors and Investment Rule Breaches

The CSSF has issued a new circular (Circular 24/856) aiming to protect investors in the event of certain errors and breaches. Circular 24/856 will enter into force on 1 January 2025 and will repeal circular 02/77…more

AIFs, CSSF, Data Breach, Investment, Investment Management

See all updates »

Réforme des opérations transfrontalières en France

Harmonisation du cadre juridique des opérations transfrontalières (fusions, scissions, apports partiels d'actifs, transformations) au sein de l'Union européenne. Renforcement de la protection des associés, créanciers et…more

Creditors, Cross-Border, EU, France, Fraud

See all updates »

Global Private Equity Practice 2023 Highlights

In a year marked by rising interest rates and intensified regulatory scrutiny, Dechert stood shoulder-to-shoulder with our private equity and private capital clients, crafting innovative strategies for capital raising and…more

Capital Markets, Capital Raising, Interest Rates, Private Equity

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

Global Private Equity Practice 2023 Highlights

In a year marked by rising interest rates and intensified regulatory scrutiny, Dechert stood shoulder-to-shoulder with our private equity and private capital clients, crafting innovative strategies for capital raising and…more

Capital Markets, Capital Raising, Interest Rates, Private Equity

See all updates »

2021 Trends in Trademarks

Big challenges in clearing new brands - U.S. trademark applications skyrocket - China accounts for 25 percent of U.S. filings - Fraudulent applications abound - “Are We Running Out of Trademarks?” The authors of a Harvard Law…more

Brand, Domain Names, Foreign Trademark, Trademark Application, Trademark Registration

See all updates »

Iceland Foods Limited v Castlebrook Holdings Limited – lease term and rent on an unopposed lease renewal

The recent decision in Iceland Foods Limited v Castlebrook Holdings Limited provides a rare insight into the considerations of the court when determining the length of term and annual rent on a 1954 Act lease renewal. The…more

Commercial Leases, Grocery Stores, UK

See all updates »

Delaware Court of Chancery Finds Tesla’s Acquisition of SolarCity “Entirely Fair”

The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an…more

Acquisition Agreements, Breach of Duty, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

See all updates »

Seeding and Acceleration Deals

The concept of seeding is straightforward. A fund manager receives an allocation from one or more investors of sufficient size in order to ensure the launch of his hedge fund strategy. Unfortunately, that is where the simplicity…more

Acceleration, Contract Terms, Fund Managers, Hedge Funds, Investment Funds

See all updates »

SEC Releases 2022 Enforcement Division Results

The Securities and Exchange Commission (“SEC”) released an annual summary, on November 15, 2022, of actions brought by the Division of Enforcement (“Division”) over fiscal year 2022 (“Enforcement Summary”), providing an overview…more

Civil Monetary Penalty, Climate Change, Cryptoassets, Cybersecurity, Disclosure Requirements

See all updates »

SEC Adopts Final, Comprehensive Climate Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted on a 3-2 vote its long-awaited, comprehensive rules for enhancing and standardizing climate-related disclosures by public companies in periodic…more

Climate Change, Compliance, Disclosure Requirements, Environmental Social & Governance (ESG), Final Rules

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

Economic Crime and Corporate Transparency Act 2023 – what changes to corporate criminal liability can we expect?

On 26 October 2023, the Economic Crime and Corporate Transparency Act (the “Act”) received Royal Assent. Among other measures to further tackle economic crime1 it has introduced a failure to prevent fraud offence and amended…more

Corporate Crimes, Deferred Prosecution Agreements, Financial Crimes, Fraud Prevention, Liability

See all updates »

Why An Equity Audit Is Your Best Defense Before You Need One: Lessons Learned From Activision Blizzard, Inc.

Key Takeaways - This article explores: How recent sexual harassment and discrimination allegations against Activision Blizzard, Inc. show the great legal and reputational costs that can come from failing to deal with systemic…more

Audits, Discrimination, Employees, Reputational Injury, Sexual Harassment

See all updates »

Historic Jury Verdict Finds Google Monopolized Google Play Store and Google Play Billing

A jury in the Northern District of California in Epic Games, Inc. v. Google LLP found that Google maintained an unlawful monopoly of the Google Play app store and Google Play Billing service in violation of Sections 1 and 2 of…more

Antitrust Provisions, Apple, California, Google, Jury Verdicts

See all updates »

Court of Appeals Says CFPB Is Unconstitutional; Rejects Agency Effort to Apply New Interpretation of Law Retroactively

The courts are now reacting to what some view as regulatory overreach flowing from U.S. laws enacted in the wake of the financial crisis. The most recent example is the October 11, 2016 decision of the U.S. Court of Appeals for…more

Anti-Kickback Statute, Appeals, Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Director Removal

See all updates »

COVID-19 Economic Crisis: Ensuring Protection for International Banking and Finance Investors and their Investments

Key Takeaways - The COVID-19 economic crisis has increased the risk of investment disputes in the banking and financial sector, as the economic effects of the crisis spiral and as governments introduce responsive measures…more

Coronavirus/COVID-19, Economic Downturn, Financial Crisis, Foreign Investment, Investor Protection

See all updates »

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Private Funds

The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the…more

Beneficial Owner, CFTC, Cooperative Compliance Regime, Employee Retirement Income Security Act (ERISA), Financial Services Industry

See all updates »

Multiple Governments Impose Joint Sanctions on Russia

On the second anniversary of the start of the war in Ukraine and in response to the death of activist Aleksey Navalny in a Russian prison, the United States, European Union, and United Kingdom, along with Australia and Canada,…more

Asset Freeze, Australia, Bureau of Industry and Security (BIS), Canada, China

See all updates »

Dechert Re:Torts Newsletter - Key Developments in Product Liability and Mass Torts - Issue 2

Federal Appeals Court Dismisses Challenge to Interim PFAS Guidance, Leaving Important Questions Unresolved - A federal appeals court dismissed a challenge to EPA's interim guidance for PFAS levels in drinking water,…more

Appeals, Cybersecurity, Dismissals, Environmental Protection Agency (EPA), EU

See all updates »

Luxembourg Register of Beneficial Owners – An Update

In January 2019, we published a newsflash “Luxembourg Register of Beneficial Owners Has Arrived”1 on the publication of a law2 that established the Luxembourg Register of Beneficial Owners (Registre des Bénéficiaires Effectifs,…more

AML/CFT, Beneficial Owner, Corporate Criminal Fines, European Court of Justice (ECJ), Investment Funds

See all updates »

Global Private Equity Newsletter - Spring 2016 Edition: Acquisitions by Non-EU Buyers of German Targets May Require Special Regulatory Review or Approval

Regulatory filing and pre clearance requirements under merger control laws are well understood and, except where the merger parties have significant business overlap, rarely impede closing. However, another German regulatory…more

Acquisitions, Foreign Equity Securities, Foreign Trade Regulations, Germany, Merger Controls

See all updates »

FHA Issues Final Guidelines on PACE Assessments

The U.S. Federal Housing Administration (FHA) issued final guidance in the form of Mortgagee Letter 2016-11 regarding the subordination of Property Assessed Clean Energy (PACE) assessments on Tuesday, July 19, 2016. As…more

Appraisal, Consumer Financial Protection Bureau (CFPB), Default, Federal Housing Administration (FHA), FHA Loans

See all updates »

Financial Services Quarterly Report - Third Quarter 2016: Managing the Compliance Aspects of Private Equity Investments

International business transactions can be subject to intense scrutiny due to the broad scope of the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act, in addition to other similar anti-corruption measures around…more

Compliance, Contract Drafting, Contract Terms, Contractual Safeguards, Due Diligence

See all updates »

Bullying in the workplace in France, Germany, Russia, the UK and the USA

There are important differences between the approaches that different countries take to address the issue of workplace bullying. This OnPoint provides an overview of the approaches taken in France, Germany, Russia, the UK and…more

Employer Liability Issues, Employment Discrimination, France, Germany, Harassment

See all updates »

UK Hotels Outlook: Summer 2016 and Beyond

UK hotels remain most popular in Europe - London remains the top destination for hotel investment in Europe, according to a survey of senior hospitality figures, beating Barcelona and Madrid into joint second place…more

Foreign Investment, Hospitality Industry, Hotels, Investment Funds, UK

See all updates »

Strategies for BDCs to Manage Their Loan Portfolios during the COVID-19 Pandemic

Given the volatile economic environment caused by the COVID-19 pandemic, business development companies (“BDCs”) need to proactively manage their loan portfolio companies to mitigate risk and avoid surprises that may arise in…more

Business Development Companies, Business Strategies, Coronavirus/COVID-19, Default, Liens

See all updates »

Congress Enacts Significant Changes to the U.S. Anti-Money Laundering Regime

The Anti-Money Laundering Act of 2020 (AML Act), enacted on January 1, 2021 as part of the National Defense Authorization Act for Fiscal Year of 2021 (NDAA), makes several significant changes to U.S. anti-money laundering (AML)…more

Anti-Money Laundering, Bank Secrecy Act, Beneficial Owner, BSA/AML, Customer Due Diligence (CDD)

See all updates »

SEC Announces Modification to Timing for Filing Non-Public Form N-PORT Data to Mitigate Cybersecurity and Data Sensitivity Concerns

To address data sensitivity concerns, the Securities and Exchange Commission on February 27, 2019 issued an interim final rule (Interim Rule) that requires certain registered investment companies (funds) to file three monthly…more

Cybersecurity, Data Protection, EDGAR, Filing Deadlines, Form N-LIQUID

See all updates »

Financial Services Quarterly Report - Fourth Quarter 2019: Marketing Foreign Funds into the UAE

The UAE Security and Commodities Authority (SCA) released updated fund regulations covering locally domiciled funds in 2016, and the following year released further regulations covering the promotion of foreign funds in the UAE…more

Abu Dhabi Global Markets (ADGM), Cross-Border Transactions, DIFC, Dubai, Financial Regulatory Agencies

See all updates »

Yet Another Reason to Not Pay Bribes to Foreign Officials

President Biden recently signed into law the Foreign Extortion Prevention Act (“FEPA”), enabling federal prosecution of non-U.S. government officials who solicit or receive bribes. FEPA complements the Foreign Corrupt…more

Anti-Corruption, Anti-Money Laundering, Biden Administration, Bribery, Department of Justice (DOJ)

See all updates »

SEC Focuses on Initial Coin Offerings: Tokens May Be Securities Under Federal Securities Laws

The U.S. Securities and Exchange Commission (SEC) has recently taken several actions to make clear that it is focused on and actively monitoring the rapidly growing market for so-called “token sales” or “initial coin offerings”…more

Capital Formation, CFTC, Crowdfunding, Cybersecurity, Enforcement Actions

See all updates »

Tensions Rise Between China and the United States: Intellectual Property Prosecutions Just the Tip of the Iceberg

Amid escalating tensions between the United States and China over the last few years, the United States Department of Justice (“DOJ”) has formally prioritized criminal prosecutions of Chinese nationals and companies, and those…more

CFIUS, China, China Initiative, Criminal Investigations, Criminal Prosecution

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

Schrems II: SCCs Valid (in Principle), Privacy Shield Struck Down – Time for Action

Key Takeaways - The EU-U.S. Privacy Shield does not ensure an adequate level of protection of personal data and is therefore not a lawful basis for data transfers to the U.S...…more

Binding Corporate Rules, Court of Justice of the European Union (CJEU), EU, EU-US Privacy Shield, European Commission

See all updates »

England and Wales: Upcoming Changes to UK Family-Friendly Rights

The next year brings some major changes to family-friendly rights in the UK. Shared system of parental leave and pay - The current position in the UK is that: Mothers are entitled to up to 52 weeks of…more

Employee Rights, Parental Leave, UK

See all updates »

The Third Circuit Seeks to Clarify Sovereign Immunity in Bankruptcy

The application of sovereign immunity principles in bankruptcy cases has vexed the courts for decades. The U.S. Supreme Court’s opinions on the matter have not helped much. Although they have addressed the issue in specific…more

Bankruptcy Court, Debtors, Sovereign Immunity

See all updates »

Global Private Equity Newsletter - Winter/Spring 2018 Edition: Snapshot of Tax Act Changes for PE Funds and their Portfolio Companies

President Trump signed into law tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017. The Tax Act implemented the most far-reaching changes to the Internal Revenue Code (the…more

Base Erosion Tax, Business Expenses, Capital Gains, Carried Interest Tax Rates, Controlled Foreign Corporations

See all updates »

Financial Services Quarterly Report - Second Quarter 2015: Is the Long Wait Worth it? European Long-Term Investment Funds (ELTIFs) Finally Take Shape

The long-awaited European regulation on European long-term investment funds (ELTIF Regulation) was finally published in the Official Journal of the EU on May 19, 2015. The ELTIF Regulation will offer fund managers a new label…more

AIFM, Asset Diversification, Asset Management, Capital Assets, Distribution Rules

See all updates »

Dechert Cyber Bits - Issue 30

Cybersecurity Alert: Silicon Valley Bank and Signature Bank Fallout - Undoubtedly, cyber criminals are out in full force with phishing links and other scams trying to capitalize on the disruption and panic that many companies…more

Artificial Intelligence, Banking Sector, Critical Infrastructure Sectors, Cyber Crimes, Cyber Threats

See all updates »

Mezzanine Foreclosure in the Time of Coronavirus: The Final Chapter

A decision yesterday by the New York Supreme Court has paved the way for mezzanine lenders to proceed with UCC foreclosure sales in New York City during the pandemic. Yesterday afternoon, Justice Frank Nervo issued an order…more

Borrowers, Commercial Property Owners, Coronavirus/COVID-19, Executive Orders, Exemptions

See all updates »

Asset Management Regulatory Roundup - November 2017 - Issue 11

A compact summary of the most recent regulatory and tax developments relevant to the UK asset management industry. This issue includes details on ESMA’s updated Q&As on the key information document requirements for PRIIPs; the…more

Autumn Statement, Commercial Real Estate Market, Corporate Taxes, Derivatives, EMIR

See all updates »

CLO Market Update: S&P Recovery Ratings, More’s the Merrier

While leveraged loan ETF and money market funds face an unsteady near-term future amidst ongoing retail investor outflow, the CLO market is rolling towards its busiest year ever. With year-to-date global issuance at…more

Collateralized Loan Obligations, ETFs, Money Market Funds, S&P, Volcker Rule

See all updates »

CLOs and Rule 3a-7 – A Port In Uncertain Regulatory Seas?

CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) - These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to restrictions…more

Accredited Investors, Collateralized Loan Obligations, Investment Company Act of 1940, Pooled Investment Vehicles, Proposed Rules

See all updates »

DOL Casts Vote Against Previous Proxy Rules Under ERISA

The U.S. Department of Labor (the “DOL”), on December 29, 2016, issued Interpretive Bulletin 2016-1 (“IB 2016-1”) under the Employee Retirement Income Security Act of 1974 ("ERISA") regarding the duties of fiduciaries under…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Financial Adviser

See all updates »

Supreme Smack Down: High Court Unanimously Circumscribes DOJ’s Honest Services Fraud Theories

The Supreme Court yet again unanimously overturned bribery convictions based on prosecutorial overreach via the honest services wire fraud statute. The steady stream of reversals fundamentally challenges the DOJ’s approach in…more

Bribery, Corruption, Criminal Liability, Department of Justice (DOJ), Honest Services Fraud

See all updates »

New EU Guidelines: Agreements Among Competitors

The European Commission has published new guidance and related regulations concerning cooperation among competitors, under Article 101 of the Treaty on the Functioning of the European Union (TFEU). These replace instruments in…more

Algorithms, Climate Change, Competition, Corporate Counsel, EU

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Fixed to Floating Charge Security: Exploring the Spectrum of Control

In the recent case of Avanti Communications, the English Court held that to constitute fixed charge security, a chargee’s control over the relevant charged assets does not need to be absolute. A significant amount of control is…more

HMRC, Insolvency, Restructuring, Securities, UK

See all updates »

The Employment Edit - Issue 8 - Spring 2024

New right to take carer’s leave - The Carer's Leave Act 2023 and The Carer’s Leave Regulations 2024 give employees in the UK a new right to take “carer’s leave” with effect from 6 April 2024. An employee who has a dependant…more

Adoption, Compensation, Dependent Care, Employment Policies, Employment Tribunals

See all updates »

The Employment Edit - Issue 8 - Spring 2024

New right to take carer’s leave - The Carer's Leave Act 2023 and The Carer’s Leave Regulations 2024 give employees in the UK a new right to take “carer’s leave” with effect from 6 April 2024. An employee who has a dependant…more

Adoption, Compensation, Dependent Care, Employment Policies, Employment Tribunals

See all updates »

FCA announces proposals to improve climate-related disclosures by listed companies and seeks feedback on clarification of existing climate- and other sustainability-related disclosure obligations

On 6 March 2020, the Financial Conduct Authority (“FCA”) launched a consultation paper outlining new climate-related disclosure requirements for premium listed issuers and consulting on guidance on existing obligations set out…more

Climate Change, Consultation Periods, Disclosure Requirements, Environmental Social & Governance (ESG), EU

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 49

FTC Announces Proposed Settlement with Software Provider to Settle Allegations that its Inadequate Security Safeguards Led to Cyberattack - On February 1, 2024, the Federal Trade Commission (“FTC”) announced a proposed…more

Cookies, Cyber Attacks, Cybersecurity, Data Brokers, Federal Trade Commission (FTC)

See all updates »

DOL Casts Vote Against Previous Proxy Rules Under ERISA

The U.S. Department of Labor (the “DOL”), on December 29, 2016, issued Interpretive Bulletin 2016-1 (“IB 2016-1”) under the Employee Retirement Income Security Act of 1974 ("ERISA") regarding the duties of fiduciaries under…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Financial Adviser

See all updates »

Individuals and Trusts Beware: The Corporate Transparency Act Applies to You

The Corporate Transparency Act (the "Act") is a significant piece of legislation enacted as part of the National Defense Authorization Act for Fiscal Year 2021. The Act was designed to prevent the misuse of corporations and…more

AML/CFT, Beneficial Owner, Beneficiaries, Compliance, Confidential Information

See all updates »

COVID-19 Coronavirus Business Impact: Repurchasing Equity and Debt: Potential Techniques and Pitfalls for BDCs and CEFs

The uncertain economic environment surrounding the COVID-19 crisis has triggered a sharp decline in trading prices for the equity and debt securities of many business development companies (“BDCs”) and closed-end funds (“CEFs”)…more

Business Development Companies, Closed-End Funds, Coronavirus/COVID-19, Corporate Issuers, Debt Repurchasing

See all updates »

Supreme Court Shifts Whistleblower Protection Landscape

The U.S. Supreme Court on February 8, 2024, held in a unanimous decision that whistleblowers do not need to show retaliatory intent in order to establish protection under the Sarbanes-Oxley Act of 2002 (“SOX”), 18 U.S.C. §1514A…more

ADEA, Adverse Action, Americans with Disabilities Act (ADA), Civil Rights Act, EEO

See all updates »

SEC Proposes Mandated Swing Pricing, Hard Close and Fundamental Changes to Liquidity Rule

The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related…more

Disclosure Requirements, Form N-CEN, Form N-PORT, GAAP, Illiquid Assets

See all updates »

SEC Brings First-Ever Enforcement Action Against Non-Fungible Cryptocurrency Tokens

The Securities and Exchange Commission (“SEC”) issued a cease-and-desist order on August 28, 2023, charging Impact Theory, LLC (“Impact Theory”) with conducting an unregistered offering of crypto asset securities in violation of…more

Cryptocurrency, Digital Assets, Enforcement Actions, Ethereum, Howey

See all updates »

Global Private Equity Newsletter - Spring/Summer 2019 Edition: French Take-Private Transactions Become More Likely Squeeze-Out

New 90% threshold to implement a squeeze-out threshold: good news for financial markets, from IPO to PtoP - Stock exchange markets are one of the traditional tools available to French companies to finance their growth and…more

Delisting, France, Global Market, Initial Public Offering (IPO), Majority Shareholders

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 12

The Phantom-Case Menace: Managing the Use of AI in Court Filings - Last summer, we noted caution regarding two parallel ways generative AI tools are impacting courtroom practice: (1) lawyers using generative AI and…more

Artificial Intelligence, Environmental Protection Agency (EPA), Federal Industry Standards, Liability, Mass Tort Litigation

See all updates »

SEC Adopts Final, Comprehensive Climate Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted on a 3-2 vote its long-awaited, comprehensive rules for enhancing and standardizing climate-related disclosures by public companies in periodic…more

Climate Change, Compliance, Disclosure Requirements, Environmental Social & Governance (ESG), Final Rules

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

Is the market ready for SFDR 1.5? ESAs propose changes to SFDR RTS

On 12 April 2023 – less than four months after the RTS under SFDR came into effect and four weeks after a further amended version of the RTS went live, the European Supervisory Authorities (ESAs) published a consultation paper…more

AMF, Environmental Social & Governance (ESG), EU, European Payments Council (ECP), European Supervisory Authorities (ESAs)

See all updates »

COVID-19 Coronavirus: Meeting Together… Separately: Virtual Board and Stockholder Meeting Considerations

Given the recent recommendations for social distancing in connection with COVID-19 as well as stay-at-home orders that have been implemented in most states, many public companies, including business development companies…more

Approval Requirements, Board of Directors, Business Development Companies, Closed-End Funds, Coronavirus/COVID-19

See all updates »

Financial Services Quarterly Report - Third Quarter 2017: Global Update: Regulators Focus on Initial Coin Offerings

Since January 2017, more than $2 billion has been raised through the rapidly growing market for so-called “token sales” or “initial coin offerings” (ICOs). The U.S. Securities and Exchange Commission (SEC) announced on July 25,…more

BaFin, Banking Restrictions, Banks, China, Corporate Counsel

See all updates »

New Year! New Administration! Same EB-5 Dilemma! - Crunched Credit

Since 2015, we here at Crunched Credit have tracked, followed and discussed the developments (or lack thereof) concerning the Immigration Investor Program, more commonly known as the “EB-5 Visa Program.” Throughout the past…more

Department of Homeland Security (DHS), EB-5, Proposed Rules, Public Comment, Targeted Employment Area

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

Privacy of Cell Location Data – Analysis of Carpenter Decision

In a closely watched decision, the United States Supreme Court recently held in Carpenter v. United States that government prosecutors must seek a warrant to obtain cell phone site location information from cell phone service…more

Carpenter v US, Cell Phones, Cell Site Location Information (CSLI), Criminal Convictions, Electronic Records

See all updates »

SEC Issues Proposed Rule Amendments Regarding Fund Naming Conventions

Overview - The U.S. Securities and Exchange Commission, by a vote of three-to-one, proposed for public comment on May 25, 2022, amendments to the rule governing naming conventions of funds1 subject to the U.S. Investment…more

Investment Funds, Investment Management, Regulatory Agenda, Rulemaking Process, Securities and Exchange Commission (SEC)

See all updates »

Damages for Late Payment of Insurance Claims - Enterprise Act 2016

At present there is no right to damages if an insurer in the UK takes an unreasonable period to settle a claim. Late payment of claims can create genuine hardship for an insured. This could all be set to change from 4 May 2017…more

Damages, Insurance Industry, Insureds, Late Payments, Proof of Loss

See all updates »

SASB: The (Shotgun?) Marriage of Mortgage and Mezz

There’s a lot of reasons to structure a large loan destined for securitization as a mortgage in part and a mezzanine loan in part.  Sometimes it’s simply that the borrower is needy while the capital markets are charry.  In that…more

Loans, Mezzanine Lenders, Mortgage Lenders, REMIC, SASB

See all updates »

U.S. Supreme Court Limits ERISA Plan’s Subrogation Rights Where Participants Have Dissipated Funds Recovered from Third Parties – A New “Use It Or Lose It" Rule?

Over the years, the U.S. Supreme Court from time to time has explored the scope of equitable relief available under the Employee Retirement Income Security Act of 1974 (“ERISA”) in circumstances where an employee benefit plan or…more

Employee Benefits, Employee Retirement Income Security Act (ERISA), Equitable Relief, Medical Expenses, Medical Liens

See all updates »

Consultation paper on HKEx’s GEM Listing Reforms

On 26 September 2023, The Stock Exchange of Hong Kong Limited (the “HKEx”) published the consultation paper on the proposals for GEM listing reforms in Hong Kong. GEM (formerly known as the “Growth Enterprise Market”) was…more

Capital Formation, Consultation Papers, Hong Kong, Hong Kong Stock Exchange, Shareholders

See all updates »

New Guidelines Regarding Retail Offering by Hong Kong Virtual Asset Trading Platform

The Hong Kong Securities and Futures Commission (SFC) published its consultation conclusions on regulation of virtual asset trading platforms (Conclusions) on 23 May 2023. In the Conclusions, the SFC confirmed that virtual asset…more

Compensation, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Insurance Industry, IOSCO

See all updates »

Consultation paper on HKEx’s GEM Listing Reforms

On 26 September 2023, The Stock Exchange of Hong Kong Limited (the “HKEx”) published the consultation paper on the proposals for GEM listing reforms in Hong Kong. GEM (formerly known as the “Growth Enterprise Market”) was…more

Capital Formation, Consultation Papers, Hong Kong, Hong Kong Stock Exchange, Shareholders

See all updates »

Private Equity Newsletter - Summer 2015 Edition: Indian Private Equity: Taxation and Trends

With a new government at India’s center and positive macroeconomic fundamentals working in its favor, the private equity industry is expected to invest more actively into India over the short to medium term. In the past year,…more

Alternative Investment Funds, Corporate Taxes, Fund Managers, India, Private Equity

See all updates »

Upcoming Regulatory Initiatives Impacting Private Fund Managers - April 2021

This note sets out at a high level the core regulatory issues that are likely to impact fund managers in the coming months, including an overview of the key actions needed with regard to ESG, LIBOR and Brexit. The paper also…more

Alternative Investment Fund Managers Directive (AIFMD), Cryptoassets, Environmental Social & Governance (ESG), EU, Financial Conduct Authority (FCA)

See all updates »

Growing Importance of Environmental, Social and Governance Provisions in Trade Agreements

Environmental, social, and governance (“ESG”) issues have always played a role in trade agreement negotiations. Now, climate change initiatives as well as racial and ethnic diversity movements such as the Black Lives Matter…more

Black Lives Matter, Board of Directors, Carbon Emissions, Carbon Taxes, Clean Energy

See all updates »

Dispute Boards: A Novel Dispute-Resolution Technique for Life Sciences Companies Fighting COVID-19

In these unprecedented times, life sciences companies are partnering up — sometimes in a matter of days — to find potential vaccines or treatments to the COVID-19 virus. In an effort to help the world beat the pandemic that the…more

Arbitration Agreements, Collaboration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution

See all updates »

Historic Jury Verdict Finds Google Monopolized Google Play Store and Google Play Billing

A jury in the Northern District of California in Epic Games, Inc. v. Google LLP found that Google maintained an unlawful monopoly of the Google Play app store and Google Play Billing service in violation of Sections 1 and 2 of…more

Antitrust Provisions, Apple, California, Google, Jury Verdicts

See all updates »

EMIR REFIT Reporting: The Clock is Ticking – Are You Ready?

Time to go-live is short – Monday 29 April 2024 for EU EMIR, and Monday 30 September 2024 for UK EMIR. All in-scope derivatives users will be affected by the changes…more

Derivatives, EMIR, EU, NCAs, Policies and Procedures

See all updates »

SEC Proposes to Modernize Disclosure Framework for Mutual Funds and Exchange-Traded Funds, Modify Fee Information in Investment Company and Business Development Company Advertisements

The Securities and Exchange Commission on August 5, 2020 unanimously approved proposed rule and form amendments (Proposed Rule) that would comprehensively revise and update the disclosure framework for mutual funds and…more

Advertising, Business Development Companies, Corporate Governance, Disclosure Requirements, ETFs

See all updates »

French DPA Sets Conditions for Processors' Reuse of Personal Data Processed on Behalf of Controllers

On January 12, 2022, the French data protection authority (“CNIL“) published guidance on the reuse of personal data by processors for their purposes (“Guidance”). This the most recent guidance of a major EU regulator on a topic…more

CNIL, Data Controller, Data Processors, Data Protection, Data Protection Authority

See all updates »

Sweat the Small Stuff: Delaware Court of Chancery Faults Acquirer for Failing to Deliver Notice to Extend End Date

The Delaware Court of Chancery has ruled that an acquirer and target company’s joint efforts to obtain antitrust approval for a merger did not substitute for, or satisfy, the merger agreement’s requirement to send written notice…more

Acquisitions, Antitrust Provisions, Approval Requirements, Breach of Contract, Contract Termination

See all updates »

Dechert Re:Torts Newsletter - Key Developments in Product Liability and Mass Torts - Issue 2

Federal Appeals Court Dismisses Challenge to Interim PFAS Guidance, Leaving Important Questions Unresolved - A federal appeals court dismissed a challenge to EPA's interim guidance for PFAS levels in drinking water,…more

Appeals, Cybersecurity, Dismissals, Environmental Protection Agency (EPA), EU

See all updates »

Dispositions légales et jurisprudence incontournables du 1er semestre 2015 en matière de droit social en France - Juillet 2015; A Legal Update from Labor & Employment Practice Group – Paris July 2015

Vous avez peut être manqué certains développements récents… Cette lettre d’information rassemble quelques évolutions majeures du premier semestre 2015 en France en droit du travail. Les demandes de dommages et intérêts…more

Burden of Proof, Cell Phones, Employee Privacy Rights, Employment Contract, France

See all updates »

Sweeping Law for DEI Transparency of Private Funds with a California Nexus

California continues its initiatives to increase workplace diversity through a new law that will require certain funds with a nexus to California to report DEI information about the founding teams of their portfolio companies…more

California, Capital Markets, Diversity, Diversity and Inclusion Standards (D&I), Investment

See all updates »

Dispute Resolution Trends in Asia for 2021

Naturally, there will be disputes relating to COVID-19 and efforts to contain its spread. These will often be resolved through negotiation, particularly if the relevant contract clearly allocates the risk between the parties of…more

Business Disputes, Commercial Contracts, Contract Disputes, Contract Terms, Coronavirus/COVID-19

See all updates »

UK Life Sciences and Healthcare Newsletter - June 2021: Medicinal Cannabis in the UK: Fund Structuring, Investment and Listing Considerations

The value of the global medicinal cannabis market is projected to reach US$62.7 billion by 2024, with over US$22 billion of that market generated by Europe and an estimated excess of £2 billion likely to be generated in the UK…more

Cannabis-Related Businesses (CRBs), Financial Conduct Authority (FCA), Investment, Investment Funds, Investors

See all updates »

Hong Kong's Tax Concession for Carried Interest: Getting Funds Certified with the HKMA

Earlier this year, the Hong Kong government introduced the Inland Revenue (Amendment) (Tax Concessions for Carried Interest) Bill 2021 which drew much attention from the global private equity market. On 7 May 2021, the Inland…more

Carried Interest, Carried Interest Tax Rates, Financial Services Industry, Hong Kong, Hong Kong Monetary Authority (HKMA)

See all updates »

Blockchain III Law: Luxembourg implements the EU DLT Pilot Regime and recognizes the use of DLT for financial collateral arrangements

On 9 March 2023, the Luxembourg Parliament adopted the Blockchain III Law. The Blockchain III Law – which was published on 17 March 2023 – amends, amongst others, the Financial Sector Law2 and the Financial Collateral Law…more

Blockchain, Digital Assets, Distributed Ledger Technology (DLT), EU, Financial Collateral Directive (FCD)

See all updates »

China Proposes Merger of QFII and RQFII Programs

The China Securities Regulatory Commission (CSRC) earlier this year invited public comments on a new consolidated regime under draft regulations (Draft Regulations) for Qualified Foreign Institutional Investors (QFIIs) and…more

China, China Securities Regulatory Commission (CSRC), Foreign Investment, Industry Consolidation, Investment Funds

See all updates »

Part 2 of 2: U.S. Supreme Court Confirms False Claims Act’s Scienter Standard Accounts for Subjective Intent

On June 1, 2023, the U.S. Supreme Court released a unanimous decision in U.S. ex rel. Schutte v. SuperValu Inc., No. 21-1326; U.S. ex rel. Proctor v. Safeway, Inc., No. 22-111, clarifying the False Claims Act’s scienter…more

Drug Pricing, False Claims Act (FCA), Fraud, Medicaid, Medicare

See all updates »

SEC Again Rejects Winklevoss Proposal for Bitcoin Exchange-Traded Product

The U.S. Securities and Exchange Commission on July 26, 2018 formally disapproved the proposed rule change by Bats BZX Exchange, Inc. (BZX) seeking to list and trade shares of the Winklevoss Bitcoin Trust (Trust). In…more

Administrative Appeals, Anti-Manipulation Rule, Bitcoin, Listing Rules, Popular

See all updates »

International Capital Markets Newsletter: The ESG Edition - June 2021 – Issue 4: SEC’s Recent Pronouncements on ESG and Other Recent ESG Initiatives

That the meaning of “ESG” no longer needs to be explained, illustrating how important these issues have become to investors, public companies, international capital markets and, correspondingly, the U.S. Securities and Exchange…more

Capital Markets, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state…more

Breach of Warranty, Buyers, Choice-of-Law, Default, Foreign Acquisitions

See all updates »

Market Participants to Their Corners: Competing Views on Market Data Are on Full Display at the SEC’s Market Data Roundtable

The Securities and Exchange Commission has solicited the views of exchanges, broker-dealers and investors on a range of questions related to market data since at least 1999 when it published SEC Concept Release: Regulation of…more

Broker-Dealer, Capital Markets, Data Management, Electronic Trading, Equity Markets

See all updates »

Singapore to permit third party funding of international arbitrations

Singapore is poised to become the first jurisdiction in Asia to introduce legislation permitting the use of third party funding in support of international arbitrations and related proceedings.? This follows the passing of the…more

Amended Legislation, Arbitration Agreements, Cross-Border Transactions, International Arbitration, International Litigation

See all updates »

The Updated Accredited Investor and Qualified Institutional Buyer Definitions

The Securities and Exchange Commission on August 26, 2020 adopted amendments to the definition of “accredited investor” to: add new categories of investors (both for individuals and entities); codify long-standing SEC staff…more

Accredited Investors, Investment Advisers Act of 1940, Qualified Institutional Buyers, Registered Investment Advisors, Rule 144A

See all updates »

Advisers Act Marketing Rule Compliance Deadline Fast Approaching: Key Preparations and Considerations for Compliance

The November 4, 2022, deadline for advisers to implement amended Rule 206(4)-1 (Marketing Rule) and related rules under the Investment Advisers Act of 1940 is fast approaching. Advisers required to comply with the rule are…more

Advertising, Amended Rules, Cash Solicitation Rule, Compliance, Endorsements

See all updates »

English court rules that certain ISDA bankruptcy events of default can be cured

In October 2022, the English High Court delivered a long-awaited judgment relating to whether or not certain Bankruptcy Events of Default can be cured under the ISDA 2002 and 1992 Master Agreements ("ISDA Master Agreements") -…more

Appeals, Bankruptcy Code, Chapter 15, Creditors, Default

See all updates »

The UK Government Furlough Scheme: Time to Reconcile

The Coronavirus Job Retention Scheme - On 26 March 2020, the UK Government announced the Coronavirus Job Retention Scheme (“the Furlough Scheme”). The Furlough Scheme was designed to protect the UK economy by assisting…more

Coronavirus/COVID-19, Employer Liability Issues, Furloughs, HMRC, Job Retention Schemes

See all updates »

SEC Charges Private Equity Fund Adviser with Misallocating Expenses between Portfolio Companies

The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on September 22, 2014 (Order) against private equity fund adviser Lincolnshire Management, Inc. (Lincolnshire). The Order alleged…more

Cease and Desist Orders, Investment Adviser, Investment Advisers Act of 1940, Misallocation of Funds, OCIE

See all updates »

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state…more

Breach of Warranty, Buyers, Choice-of-Law, Default, Foreign Acquisitions

See all updates »

SEC IM Staff Issues Guidance Update on Mixed and Shared Funding

The staff of the U.S. Securities and Exchange Commission Division of Investment Management (Staff) has issued an IM Guidance Update regarding mixed and shared funding (Guidance Update). In the Guidance Update, the Staff…more

Exemptive Relief, Guidance Update, Investment Funds, Securities and Exchange Commission (SEC)

See all updates »

Federal Regulators Adopt a New Policy Statement on Prudent Commercial Real Estate Loan Accommodations and Workouts

The OCC, FDIC, NCUA and Fed have adopted a new Policy Statement on Prudent Commercial Real Estate Loan Accommodations and Workouts. The new policy statement updates, expands on and supersedes existing guidance from 2009, and…more

Accounting Standards, Commercial Real Estate Market, FDIC, Federal Reserve, FFIEC

See all updates »

USMCA Scales Back on Investor-State Arbitration but Preserves Trade Dispute Resolution in North America

The United States, Canada and Mexico on September 30 announced the framework for a new, revised trade agreement to replace NAFTA, called the United States-Mexico-Canada Agreement (the “USMCA”)…more

Anti-Dumping Duty, Arbitration Agreements, Bilateral Investment Treaties, Canada, Countervailing Duties

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

CLO Update: New FDIC Rules on "Higher Risk Securitizations"

The FDIC's new rules (promulgated per the requirements of the Dodd-Frank Act) for calculating deposit insurance assessments for insured depository institutions, including "large institutions" and "highly complex institutions,"…more

Collateralized Loan Obligations, Dodd-Frank, FDIC, Higher-Risk Securitizations, Leveraged Loans

See all updates »

COVID-19 Coronavirus: Facing a Global Challenge: Key Considerations for Fund Managers

The outbreak of the COVID-19 coronavirus is causing business disruption on an unprecedented scale. After more than a decade of sustained economic growth, market volatility and central bank intervention has…more

Business Continuity Plans, Business Interruption, Capital Markets, Closed-End Funds, Contract Terms

See all updates »

UK Life Sciences and Healthcare Newsletter - November 2021: Regulatory Updates

Regulatory Updates: Health and Care Bill: medicine information systems  The Health and Care Bill was introduced to the House of Commons on 6 July 2021. Clause 85 of the Bill amends the Medicines and Medical Devices Act 2021 by…more

Life Sciences, Medical Devices, Pharmaceutical Industry, Regulatory Oversight, UK

See all updates »

Global Private Equity Newsletter - Winter 2017 Edition: Use by Private Equity Funds of Subscription Credit Facilities as a Form of Investment Leverage

Subscription credit facilities, or subscription lines, are typically revolving credit facilities secured on the capital commitments of investors. Interest rates on subscription lines are often similar to those for first lien…more

Credit, Investment Funds, Leveraged Buyout, Leveraged Loans, Private Equity

See all updates »

Global Private Equity Newsletter - Fall 2017 Edition: The Dangers of Undefined Fraud Carve-Outs and “Inelegant Drafting”

Crucial to any private equity seller is certainty: the certainty that a sale will be consummated at an agreed price and that any potential post-closing liability is fully understood in advance of distributing proceeds to limited…more

Buyers, Carve Out Provisions, Contract Drafting, Contract Terms, Fraud

See all updates »

COVID-19 Coronavirus: Global Tax Update

Below please find a list of global tax measures in response to COVID-19. United States - On March 25 and March 27 the U.S. Senate and House of Representatives, respectively, passed the Coronavirus Aid, Relief and Economic…more

Coronavirus/COVID-19, EU, International Tax Issues, United States

See all updates »

English Court of Appeal calls a halt to the cross-border laundering of judgments

The eagerly anticipated decision of the English Court of Appeal in Strategic Technologies Pte Ltd v. Procurement Bureau of the Republic of China Ministry of National Defence has confirmed that it is impermissible to register in…more

Appeals, Commercial Litigation, Cross-Border, Damages, Default Judgment

See all updates »

CFTC Proposes Significant Disclosure Requirements with which CPOs and CTAs Operating under CFTC Rule 4.7 Will Have to Grapple

The Commodity Futures Trading Commission (Commission or CFTC) voted to announce proposed rule changes on October 2, 2023, that would significantly change the disclosure requirements applicable to registered commodity pool…more

Asset Management, CFTC, Commodity Trading Advisors (CTAs), Conflicts of Interest, CPOs

See all updates »

Mass Tort Implications of FDA’s First of its Kind State Drug Importation Program

For the first time, FDA approved a proposal that allows for the importation of Canadian-approved pharmaceuticals into the U.S., the first program of its kind to allow a state’s importation of pharmaceuticals approved by a…more

Canada, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Health Canada, Jurisdiction

See all updates »

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid…more

Acquisitions, ASTM, Buyers, Contaminated Properties, Contract Terms

See all updates »

Delaware Superior Court Permits Use of Litigation Finance

The Delaware Superior Court recently denied a motion to dismiss an action based on a claim that the litigation financing used by the plaintiff constituted unlawful champerty and maintenance. The March 9, 2016, decision in Charge…more

DuPont, Litigation Funding, Motion to Dismiss

See all updates »

Historic Jury Verdict Finds Google Monopolized Google Play Store and Google Play Billing

A jury in the Northern District of California in Epic Games, Inc. v. Google LLP found that Google maintained an unlawful monopoly of the Google Play app store and Google Play Billing service in violation of Sections 1 and 2 of…more

Antitrust Provisions, Apple, California, Google, Jury Verdicts

See all updates »

SEC Adopts Significant Money Market Fund Reforms; Enhances Private Liquidity Fund Reporting on Form PF

The Securities and Exchange Commission, by a vote of 3 to 2, approved significant changes to Rule 2a-7 and other rules that govern money market funds under the Investment Company Act of 1940 on July 12, 2023. Among other things,…more

Investment Advisers Act of 1940, Liquidity, Money Market Funds, Securities and Exchange Commission (SEC), Swing Pricing

See all updates »

Yet Another Reason to Not Pay Bribes to Foreign Officials

President Biden recently signed into law the Foreign Extortion Prevention Act (“FEPA”), enabling federal prosecution of non-U.S. government officials who solicit or receive bribes. FEPA complements the Foreign Corrupt…more

Anti-Corruption, Anti-Money Laundering, Biden Administration, Bribery, Department of Justice (DOJ)

See all updates »

US Treasury Eyes Online Marketplace Lending

In an interesting and unusual development, the Treasury Department has issued a notice seeking public input on the online marketplace lending business for small businesses and consumers (“Notice”), setting forth 14 questions for…more

Non-Bank Lenders, Notice and Comment, Online Marketplace Lending, Preemption, Risk Retention

See all updates »

Online safety and social media regulation gains momentum on both sides of the Atlantic – are tech giants ready?

When the UK Government first introduced the Online Safety Bill (the "Bill") to Parliament, it lauded the Bill as creating "world-leading online safety laws" which "marked a milestone in the fight for a new digital age". The Bill…more

Corporate Counsel, Cybersecurity, Data Collection, Data Privacy, Data Security

See all updates »

COVID-19 Coronavirus: Facing a Global Challenge: Key Considerations for Fund Managers

The outbreak of the COVID-19 coronavirus is causing business disruption on an unprecedented scale. After more than a decade of sustained economic growth, market volatility and central bank intervention has…more

Business Continuity Plans, Business Interruption, Capital Markets, Closed-End Funds, Contract Terms

See all updates »

Emergency Relief in Support of Arbitration: The English Courts Take a Back Seat

The Advent of Emergency Arbitration Provisions - In recent years, and in response to user demand, almost all of the world’s leading international arbitration institutions have changed their rules to allow parties to appoint…more

Arbitration, Arbitration Agreements, Arbitrators, Concurrent Jurisdiction, Contract Terms

See all updates »

ELTIF 2.0 and green industry draft law: France's first measures to strengthen ELTIF product offerings among other sustainable initiatives

Introduction - The “Projet de loi relatif à l’industrie verte” (green and sustainable industry draft law, hereinafter the “Bill”) was approved on 17 May 2023 by the French “Conseil des Ministres”, a weekly meeting of French…more

Disclosure Requirements, Diversification Requirements, ELTIF, France, Investment

See all updates »

AML Beneficial Ownership Register for Irish Funds – Who’s Holding the Baby?

If you’ve been involved in the funds industry, you will be well aware of the ever-increasing focus on anti-money laundering and “know your customer” requirements by national and supranational regulatory bodies alike. In fact,…more

Anti-Money Laundering, Beneficial Owner, Central Bank of Ireland, Customer Due Diligence (CDD), Enforcement Actions

See all updates »

Le Parquet national financier publie de nouvelles lignes directrices

Il y a cinq ans, la France a promulgué sa loi anti-corruption, dite loi Sapin II1. Cette loi a introduit des innovations importantes, y compris la possibilité pour les entreprises de se voir proposer et de négocier une…more

Anti-Corruption, CJIP, Department of Justice (DOJ), Evidence, France

See all updates »

Supreme Court Holds that an FCC Rule Change Was Not “Arbitrary and Capricious” Under the Administrative Procedure Act

The U.S. Supreme Court issued a significant decision regarding the Administrative Procedure Act’s (“APA”) arbitrary-and-capricious standard. In FCC v. Prometheus Radio Project, the Court upheld a decision by the Federal…more

Administrative Procedure Act, FCC, FCC v Prometheus Radio Project, Government Agencies, Judicial Review

See all updates »

Department of Justice Broadens Aim on Spoofing Enforcement

The U.S. Department of Justice (DOJ) and the Commodity Futures Trading Commission (CFTC), in January, announced a wave of coordinated spoofing cases that the Acting Assistant Attorney General, John P. Cronan, described as the…more

Acquittals, CFTC, Civil Liability, Commodities Traders, Criminal Prosecution

See all updates »

Strategies for BDCs to Manage Their Loan Portfolios during the COVID-19 Pandemic

Given the volatile economic environment caused by the COVID-19 pandemic, business development companies (“BDCs”) need to proactively manage their loan portfolio companies to mitigate risk and avoid surprises that may arise in…more

Business Development Companies, Business Strategies, Coronavirus/COVID-19, Default, Liens

See all updates »

Recent English Law Developments Invite Mass Tort and Other Multi-Claimant Litigation

Recent court decisions have signaled the English courts’ willingness to embrace multi-claimant litigation and to broaden the types of questions decided on a collective basis. These developments have led UK-based plaintiffs’…more

EU, Litigation Strategies, Mass Tort Litigation, Multi-Claim Litigation, Risk Management

See all updates »

DAMITT 2023 Annual Report: Minding the Gap in Merger Enforcement

Only 12 significant merger investigations concluded in 2023—a drop of 40 percent from just last year and by far the lowest in DAMITT history. This observed and verifiable drop sharply contrasts with recent reports that Biden’s…more

Enforcement, EU, Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investigations

See all updates »

SEC Enforcement Initiative to Root Out Repeated Late Filers of Ownership Forms Due Under Sections 13 and 16 — Reminder to Ensure Internal Controls Are Adequate

On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange…more

Enforcement, Enforcement Actions, Internal Controls, Securities and Exchange Commission (SEC), Securities Exchange Act

See all updates »

Impact of New EU Securitisation Regulations on UCITS

The new EU securitisation regulations (Regulations)1 came into force on 17 January 2018, and will be directly applicable across the European Union from 1 January 2019. EU retail funds (Undertakings for Collective Investment in…more

AIFM, Capital Markets Union, Due Diligence, EU, Risk Retention

See all updates »

A Repeat Performance – U.S. SEC Taking Another Look At Executive Pay Versus Performance

The Securities and Exchange Commission (SEC) on January 28, 2022, reopened the comment period with respect to its pending “pay versus performance” proposal (Proposed Rule), which would generally require public companies to…more

CD&A, Comment Period, Compensation & Benefits, Corporate Governance, Disclosure Requirements

See all updates »

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this…more

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

See all updates »

COVID-19 Economic Crisis: Impending Sovereign Bond Disputes and the International Investment Protection System

The culmination of the economic effects resulting from COVID-19 has put significant pressure on the debt obligations of countries around the world, many of which were already facing debt struggles before the crisis. As of April…more

Arbitration Agreements, Coronavirus/COVID-19, Default, Dispute Resolution, Financial Crisis

See all updates »

2023 Developments in U.S. Securities Fraud Class Actions Against Non-U.S. Issuers

In 2023, plaintiffs filed 33 securities class action lawsuits against non-U.S. issuers, down by one from the 34 filings in 2022. This number indicates a continued decline in non-U.S. issuer filings, since a recent high of 88…more

Cryptocurrency, Jurisdiction, Securities Fraud, Securities Litigation

See all updates »

Reduced Cash Requirement in Part Stock and Part Cash Dividends: New IRS Guidance on RIC and REIT Distributions

On May 4, 2020, the U.S. Internal Revenue Service issued Revenue Procedure 2020-19, temporarily allowing publicly offered regulated investment companies (RICs), including certain business development companies and certain…more

Business Development Companies, Cash Transactions, Closed-End Funds, IRS, New Guidance

See all updates »

FRBNY, Yet Again, Revises the TALF 2.0 Frequently Asked Questions

Introduction - As the reinstated Term Asset-Backed Securities Loan Facility program (“TALF 2.0”) opened, the Federal Reserve Bank of New York (the “FRBNY”) continues to revise the TALF 2.0 program details, changing the…more

Asset-Backed Securities, Collateralized Loan Obligations, Federal Reserve, FRBNY, Investment

See all updates »

FDA Issues Final Rule Clarifying Evidence of Off-Label Marketing

Key Takeaways - Following more than five years of revisions and delays, the U.S. Food and Drug Administration (“FDA”) published its final “intended use” rule (the “Final Rule”) and amended its regulations describing the types of…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Off-Label Promotion, Off-Label Use, Pharmaceutical Industry

See all updates »

The New UAE Arbitration Law: Separating the Old from the New

Federal Law No. 6 of 2018 Concerning Arbitration (the "New Law") came into force on 16 June 2018. It applies to all arbitrations seated in the United Arab Emirates ("UAE") (excluding the DIFC and ADGM), and includes arbitrations…more

Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration, Post-Judgment Enforcement Actions

See all updates »

SEC Adopts Rules to Relax Registration, Communications and Offering Requirements for Business Development Companies and Registered Closed-End Funds

The U.S. Securities and Exchange Commission on April 8, 2020 adopted a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933 applicable to business…more

Amended Rules, Business Development Companies, Closed-End Funds, Economic Growth Regulatory Relief and Consumer Protection Act, Eligibility

See all updates »

Real World: An Update from Dechert's London Finance and Real Estate Group - July 2015: Enforcement of Restrictive Covenants Under a Building Scheme - Birdlip Ltd v Hunter and Other 2015

Under a building scheme, where restrictive covenants are imposed on the original plot owners within a development for the mutual benefit of the plots, subsequent owners may enforce those covenants against each other. In…more

Building Permits, Declaratory Rulings, Extrinsic Evidence, Real Estate Development, Reciprocity Rules

See all updates »

Dechert Cyber Bits - Issue 25

SEC Division of Examinations Issues Risk Alert on Regulation S-ID and Identity Theft Prevention Programs - On December 5, 2022, the Securities and Exchange Commission (“SEC”) Division of Examinations (“EXAMS”) issued a risk…more

Advanced Notice of Proposed Rulemaking (ANPRM), American Civil Liberties Union (ACLU), Artificial Intelligence, Broker-Dealer, Cyber Attacks

See all updates »

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: AXA Advisory and Administrative Fees Held Not to Constitute a Breach of Fiduciary Duty

The U.S. District Court for the District of New Jersey issued its post-trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance Company—the first Section 36(b) trial decision since 2009. The Court concluded…more

AXA Equitable Life, Burden of Proof, Fees, Fiduciary Duty, Gartenberg Factors

See all updates »

Delaware Chancery Court Invalidates Non-Compete, Continuing Trend

The Delaware Chancery Court has issued yet another decision invalidating restrictive covenants, continuing a trend of recent decisions in which the court has refused to “blue-pencil,” or modify, covenants. In Sunder Energy, LLC…more

Competition, Enforcement, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

See all updates »

Delaware Court of Chancery Identifies Fiduciary Duties and Standard of Review for Controlling Stockholder

In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws…more

Board of Directors, Buyouts, Bylaws, Controlling Stockholders, Delaware General Corporation Law

See all updates »

Delaware Court of Chancery Offers Guidance on Enforceability of Contractual Waivers Not to Sue for Breach of Fiduciary Duty

Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court…more

Breach of Duty, Delaware, Enforcement, Fiduciary Duty, Good Faith

See all updates »

Two Months to Midnight for Securitizations: The Corporate Transparency Act Drops on January 1, 2024

Corporate CLO issuers, regardless of whether they are organized onshore or offshore, should generally be exempt from Corporate Transparency Act reporting requirements, although onshore CLO co-issuers will likely be subject to…more

Asset-Backed Securities, Beneficial Owner, CMBS, Corporate Transparency Act, Financial Market Utilities

See all updates »

UK Life Sciences and Healthcare Newsletter - January 2022

Dechert partnered with Practical Law on their Q&A guide to mergers and acquisitions (M&A) in the life sciences sector, with a focus on pharma and medicines. The second part of the Q&A provides a high-level overview of the…more

Acquisition Agreements, Clinical Trials, Corporate Sales Transactions, Healthcare, Life Sciences

See all updates »

SEC 2016 Examination Priorities Focus on Retail Investors, Market-wide Risks and Data Analytics

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) on January 11, 2016 announced its examination priorities for this year, which “address issues across a variety of…more

Analytics, ETFs, Financial Institutions, OCIE, Popular

See all updates »

Proposed Amendments to DGCL Include Amendment to Required Vote Threshold for Certain Charter Amendments

On May 16, 2023, the Delaware State Senate passed a bill proposing several amendments (the "2023 Amendments") to the General Corporation Law of the State of Delaware (the “DGCL”), including an amendment to Section 242 that would…more

Charter Amendments, Delaware General Corporation Law, Proposed Amendments, Publicly-Traded Companies, Reverse Stock Splits

See all updates »

New EU Guidelines: Agreements Among Competitors

The European Commission has published new guidance and related regulations concerning cooperation among competitors, under Article 101 of the Treaty on the Functioning of the European Union (TFEU). These replace instruments in…more

Algorithms, Climate Change, Competition, Corporate Counsel, EU

See all updates »

Financial Services Quarterly Report - First Quarter 2016: Lessons for PE Managers from the SEC’s Ongoing Scrutiny of Private Equity Funds

A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act). Since…more

Conflicts of Interest, Disclosure Requirements, Dodd-Frank, Enforcement Actions, Financial Services Industry

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

Legal Entity Identifiers: A call to action for listed companies and issuers by the Luxembourg Stock Exchange

The Luxembourg Stock Exchange (the LSE) has called upon Luxembourg and foreign issuers (collectively Issuers) of financial instruments listed in Luxembourg, whether on the LSE’s regulated market (Bourse de Luxembourg) or…more

Financial Instruments, Foreign Issuers, Legal Entity Identifiers, Luxembourg, Luxembourg Stock Exchange

See all updates »

EU Court of Justice: Financial Investors Liable for Anticompetitive Conduct of Portfolio Companies

The European Court of Justice has confirmed that financial investors can incur parental liability for the anticompetitive practices of portfolio companies, even after an IPO that left the investor holding only a minority stake…more

Anti-Competitive, Antitrust Violations, Court of Justice of the European Union (CJEU), EU, Initial Public Offering (IPO)

See all updates »

Insights from the UK government’s Annual Report on the National Security and Investment Act

The UK government (the “Government”) has published its first full year annual report (the “Report”) covering the period from 1 April 2022 to 31 March 2023 (the “Reporting Period”). The Government received 866 notifications…more

Beneficial Owner, China, Foreign Investment, Investment, Investors

See all updates »

Mining Your Own Business: Tax and Estate Planning with Crypto

Cryptocurrency, a digital form of currency that uses cryptography for security, has become a significant part of the global financial landscape. As such, it has also become an important consideration in estate planning. This…more

Bitcoin, Bitcoin Mining, Cloud Service Providers (CSPs), Cryptocurrency, Cybersecurity

See all updates »

US Imposes Significant Export Restrictions on Russian Oil and Gas Field

The U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) added the Yuzhno-Kirinskoye Field, a Russian oil and gas field, to the Entity List on August 7, 2015. The action effectively prohibits all persons from…more

Blocked Person, Bureau of Industry and Security (BIS), Export Administration Regulations (EAR), Exports, Office of Foreign Assets Control (OFAC)

See all updates »

CFIUS: Recent Developments and Topics to Monitor

Background - CFIUS is an interagency committee, principally comprising nine members and chaired by the Secretary of the Treasury, which has broad powers to review foreign investments in and acquisitions of U.S. businesses to…more

Biden Administration, CFIUS, Economic Development, FIRRMA, Foreign Investment

See all updates »

Direct Lending Funds in Germany- Proposed Compliance Guidelines

As summarized in previous Dechert OnPoints, Germany has introduced a framework for direct lending funds in March 2016 by enacting the UCITS V Implementation Act (the "Act"). The changes implemented by the Act also allowed…more

AIFM, BaFin, Basel IV, Creditors, Debt Financing

See all updates »

Control Transactions in the UK Mid-Market

In a number of transactions in the UK mid-market in which we have been involved recently, we have noted a departure from the traditional private equity buy-out model, whereby the sponsor acquires 100% of the target and satisfies…more

Private Equity, UK

See all updates »

COVID-19: Preparing for and Managing Disputes in the Hospitality Sector

The COVID-19 pandemic, and the travel restrictions imposed in response, are already having a severe impact on the hospitality industry... In this briefing, we address key commercial disputes that could arise out of the crisis…more

Arbitration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution, Hospitality Industry

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

New Belgian requirements for disclosure of beneficial ownership of legal entities – the "UBO Registry"

UBO Register: introduction and legal framework - In implementation of EU Directive 2015/849 (the 4th EU Anti-Money Laundering Directive) a centralized registry of Ultimate Beneficial Owners (“UBOs”) of Belgian legal entities…more

Anti-Money Laundering, Belgium, Beneficial Owner, Compliance, EU Directive

See all updates »

DAMITT Q3 2018: U.S. Antitrust Agencies Announce Merger Review Reforms in Response to DAMITT Findings Number and Duration of Significant Merger Investigations on the Decline in U.S. and EU

Citing findings from the Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) that have demonstrated a marked increase in the duration of significant merger investigations in recent years, DOJ Assistant Attorney…more

Antitrust Investigations, Antitrust Litigation, Department of Justice (DOJ), Discovery, EU

See all updates »

2021 Trends in Trademarks

Big challenges in clearing new brands - U.S. trademark applications skyrocket - China accounts for 25 percent of U.S. filings - Fraudulent applications abound - “Are We Running Out of Trademarks?” The authors of a Harvard Law…more

Brand, Domain Names, Foreign Trademark, Trademark Application, Trademark Registration

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 48

FTC Announces Proposed Settlement with Data Aggregator over its Alleged Selling of Precise Location Data - The Federal Trade Commission (“FTC”), on January 18, 2024, announced a proposed settlement with InMarket Media…more

Artificial Intelligence, Data Protection, European Data Protection Board (EDPB), Federal Trade Commission (FTC), Homeland Security Cybersecurity & Infrastructure Security Agency (CISA)

See all updates »

CLOs and Rule 3a-7 – A Port In Uncertain Regulatory Seas?

CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) - These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to restrictions…more

Accredited Investors, Collateralized Loan Obligations, Investment Company Act of 1940, Pooled Investment Vehicles, Proposed Rules

See all updates »

The Impending Launch of the Unified Patent Court

In a fundamental change to how European patents are going to be litigated in Europe, the United Patent Court (UPC) will soon have exclusive jurisdiction over European patent disputes and will be able to issue remedies that are…more

Confidential Information, Damages, EU, European Patent Office, Exclusive Jurisdiction

See all updates »

A Tale of Two Districts: Patent Trials in the Eastern and Western Districts of Texas During the COVID-19 Pandemic

Both the Eastern and Western Districts of Texas are well-known for promptly calendaring patent trials. But parties’ odds of actually proceeding to trial during the COVID-19 pandemic may vary between the Districts, as shown by…more

Appeals, Coronavirus/COVID-19, Court Closures, Court Schedules, Inter Partes Review (IPR) Proceeding

See all updates »

Revised Timeline for Implementing FATCA

Sections 1471 through 1474 of the U.S. Internal Revenue Code (“FATCA”) generally impose a 30% withholding tax on certain payments to a foreign financial institution (“FFI”) unless the FFI has entered into an agreement with the…more

Bank Accounts, Banks, FATCA, FFI, IGAs

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

SEC Proposes Mandated Swing Pricing, Hard Close and Fundamental Changes to Liquidity Rule

The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related…more

Disclosure Requirements, Form N-CEN, Form N-PORT, GAAP, Illiquid Assets

See all updates »

Compensation-Related Information from Prospective Employees – Don’t Ask, Can Tell

New York City’s mayor signed legislation captioned, “Prohibiting Employers From Inquiring About a Prospective Employee’s Salary History” (Int. No. 1253-A) (the “NYC Salary Law”) on May 4, 2017. The NYC Salary Law amends the New…more

Gender-Based Pay Discrimination, Hiring & Firing, Job Applicants, Local Ordinance, Mayor de Blasio

See all updates »

Understanding Updates to the Central Bank of Ireland’s Administrative Sanctions Regime

The Central Bank (Individual Accountability Framework) Act 2023 was signed into law on 9 March 2023 (the “Act”). The Act amends several pieces of legislation relating to the Central Bank of Ireland’s (“Central Bank”)…more

Appeals, Central Bank of Ireland, Confidential Information, Discontinuance, Disqualification

See all updates »

SEC Issues Proposed Rule Amendments Regarding Fund Naming Conventions

Overview - The U.S. Securities and Exchange Commission, by a vote of three-to-one, proposed for public comment on May 25, 2022, amendments to the rule governing naming conventions of funds1 subject to the U.S. Investment…more

Investment Funds, Investment Management, Regulatory Agenda, Rulemaking Process, Securities and Exchange Commission (SEC)

See all updates »

Supreme Court to Clarify Definition of “Whistleblower” Under The Dodd-Frank Act

The U.S. Supreme Court yesterday granted certiorari in Somers v. Digital Realty Trust Inc., a case the Ninth Circuit Court of Appeals decided this past March. This is significant because the Supreme Court may clarify how broad…more

Anti-Retaliation Provisions, Certiorari, Digital Realty Trust Inc v Somers, Dodd-Frank, Internal Reporting

See all updates »

SEC Adopts Third Set of Amendments to Form PF

The latest round of revisions to Form PF made a stealthy arrival, with the SEC announcing in mid-February that it adopted the updates without an in-person vote. As the third set of amendments to Form PF in the past 12…more

CFTC, Compliance, Form PF, New Amendments, Private Funds

See all updates »

RICO’s Demanding Elements Prove Too Much Yet Again: RICO Claim Dismissed for Failing to Allege a “Pattern” of Racketeering Activity

A recent decision by the U.S. Court of Appeals for the Second Circuit demonstrates that courts will carefully scrutinize whether civil RICO plaintiffs have satisfied the statute’s complex (and stringent) pleading requirements..…more

Appeals, Civil Claims, Dismissals, Federal Pleading Requirements, Racketeering

See all updates »

Appellate Court Confirms the Validity of Asymmetric Dispute Resolution Clauses

Dechert lawyers representing a major international bank in court proceedings in a number of regions in southern Russia with respect to claims to recover a total of about US$300 million in loan funds from the guarantors of a…more

Arbitration Agreements, Banks, Dispute Resolution Clauses, Foreign Jurisdictions, Forum Selection

See all updates »

Government Stimulus Spending Likely to Lead to False Claims Act Investigations and Enforcement Actions

Through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the federal government has passed an emergency stimulus package that will result in an unprecedented US$2 trillion infusion into the private and…more

CARES Act, Civil Monetary Penalty, Compliance, Coronavirus/COVID-19, Department of Justice (DOJ)

See all updates »

FINRA Seeks Comments on its Engagement Programs

The Financial Industry Regulatory Authority (FINRA), on March 21, 2017, published a Special Notice soliciting comments on various existing FINRA engagement programs (Notice). This request for comment is one component of FINRA’s…more

Advisory Committee, Broker-Dealer, Comment Period, Compliance, Financial Industry Regulatory Authority (FINRA)

See all updates »

Rebmasen Law: its major changes

On the heels of Macron Law, which aims to provide more flexibility to employers, the French government recently enacted Rebsamen Law. Rebsamen Law (hereafter “the Law”), aims to simplify relations between unions and employer…more

Board of Directors, Collective Bargaining, Employee Representatives, Fixed-Term Labor Contracts, Health & Safety Standard

See all updates »

FHA Issues Final Guidelines on PACE Assessments

The U.S. Federal Housing Administration (FHA) issued final guidance in the form of Mortgagee Letter 2016-11 regarding the subordination of Property Assessed Clean Energy (PACE) assessments on Tuesday, July 19, 2016. As…more

Appraisal, Consumer Financial Protection Bureau (CFPB), Default, Federal Housing Administration (FHA), FHA Loans

See all updates »

Securities and Derivative Litigation: Quarterly Update - July 2023

Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause; Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;…more

Books & Records, Capitalization, Class Action, Coinbase, Cryptocurrency

See all updates »

Federal Reserve Releases FAQ for the Primary Market Corporate Credit Facility (PMCCF)

On May 4, 2020, the Federal Reserve Bank of New York (the “Federal Reserve”) released Frequently Asked Questions (the “FAQs”) regarding the Primary Market Corporate Credit Facility (“PMCCF”) program, providing greater detail and…more

Bonds, CARES Act, Eligibility, Federal Reserve, NRSRO

See all updates »

US Treasury Eyes Online Marketplace Lending

In an interesting and unusual development, the Treasury Department has issued a notice seeking public input on the online marketplace lending business for small businesses and consumers (“Notice”), setting forth 14 questions for…more

Non-Bank Lenders, Notice and Comment, Online Marketplace Lending, Preemption, Risk Retention

See all updates »

Financial Services Quarterly Report - Third Quarter 2015: Developments in the Luxembourg Financial Sector

The Luxembourg government has brought to Parliament a bill of law transposing UCITS V into Luxembourg’s UCI Law and AIFM Law. Further, the Luxembourg CSSF published a new version of its AIFMD Frequently Asked Questions, among…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), CSSF, Deadlines, Depository Institutions

See all updates »

SEC Proposes Revisions to Rules Requiring BDCs to Include Financial Information of Majority-Owned or Controlled Portfolio Companies and Funds Acquired or to be Acquired in their SEC Filings

In May 2019, the SEC proposed amendments to the rules that require BDCs to include (i) certain financial information pertaining to their majority-owned or controlled portfolio companies and (ii) historical and pro forma…more

Acquisitions, Business Development Companies, Controlled Portfolio Companies, Disclosure Requirements, Filing Requirements

See all updates »

Section 546(e) Protects Two Tiered Securitization Structures

What happens when a debtor, whose loan is pooled and securitized, files for bankruptcy? Are payments made to investors recoverable as fraudulent transfers or preferences? Until recently, no published court opinion…more

Bankruptcy Code, CMBS, Consumer Bankruptcy, Fraudulent Transfers, Safe Harbors

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

Landmark Reform of UAE Foreign Ownership and Investment Laws - Foreign nationals to be permitted to own 100 percent of commercial companies within the UAE under new Decree

This briefing supplements our previous Dechert OnPoint briefings “Alert on New UAE FDI Law,” and “UAE FDI Law Positive List Confirmed” which discussed the introduction of the Foreign Direct Investment Law (Federal Decree-Law No…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Foreign Nationals, Foreign Ownership

See all updates »

COVID-19 Economic Crisis: Ensuring Protection for International Banking and Finance Investors and their Investments

Key Takeaways - The COVID-19 economic crisis has increased the risk of investment disputes in the banking and financial sector, as the economic effects of the crisis spiral and as governments introduce responsive measures…more

Coronavirus/COVID-19, Economic Downturn, Financial Crisis, Foreign Investment, Investor Protection

See all updates »

SEC Approves T+2 Settlement

The U.S. Securities and Exchange Commission (SEC) on March 22, 2017 adopted amendments to Rule 15c6- 1(a) under the Securities Exchange Act of 1934 (Exchange Act), to shorten the standard settlement cycle for securities…more

Amended Rules, Broker-Dealer, CCPs, Institutional Investors, Retail Investors

See all updates »

Key Developments for Employers in the UK - Issue 4

Welcome to the fourth edition of The Employment Edit – a summary of the most important recent cases and news affecting employers in the UK. We hope you find this newsletter helpful and informative. In this edition we look at: …more

Appeals, Disclosure Requirements, Employee Benefits, Employment Contract, Equality Act

See all updates »

Réforme des opérations transfrontalières en France

Harmonisation du cadre juridique des opérations transfrontalières (fusions, scissions, apports partiels d'actifs, transformations) au sein de l'Union européenne. Renforcement de la protection des associés, créanciers et…more

Creditors, Cross-Border, EU, France, Fraud

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

U.S. Modifies and Solidifies Sanctions on Investments in Certain Chinese Companies

On June 3, 2021, President Biden issued an Executive Order to modify sanctions initially imposed by former President Trump regarding investments in Chinese companies with alleged ties to the Chinese military. The new sanctions…more

China, Economic Sanctions, Executive Orders, Foreign Investment, Office of Foreign Assets Control (OFAC)

See all updates »

Financial Services Quarterly Report - First Quarter 2017: Development of Crowdfunding in France

During the nascent stages of crowdfunding as a fund raising strategy, there was a great deal of uncertainty in France as to the legality of such activities. In 2014, initial regulations were enacted applicable to crowdfunding…more

AMF, Bonds, Crowdfunding, France, Investment Adviser

See all updates »

New Russian Presidential Decree Further Restricts Sales of Certain Russian Companies

Under the Decree, transactions resulting in the establishment, change, termination or encumbrance (directly or indirectly) of rights with respect to securities of certain Russian legal entities; shares (participatory interests)…more

Banks, Critical Infrastructure Sectors, Natural Resources, Oil & Gas, Presidential Decrees

See all updates »

Dispute Boards: A Novel Dispute-Resolution Technique for Life Sciences Companies Fighting COVID-19

In these unprecedented times, life sciences companies are partnering up — sometimes in a matter of days — to find potential vaccines or treatments to the COVID-19 virus. In an effort to help the world beat the pandemic that the…more

Arbitration Agreements, Collaboration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution

See all updates »

Global Private Equity Newsletter - Winter/Spring 2018 Edition: Snapshot of Tax Act Changes for PE Funds and their Portfolio Companies

President Trump signed into law tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017. The Tax Act implemented the most far-reaching changes to the Internal Revenue Code (the…more

Base Erosion Tax, Business Expenses, Capital Gains, Carried Interest Tax Rates, Controlled Foreign Corporations

See all updates »

ESG Snapshot: Overview of the ESG Driven Amendments to AIFMD and the UCITS Directive

What is the law/regulation? As part of a number of regulatory initiatives being implemented in the European Union, under its action plan for financing sustainable growth, proposed amendments to AIFMD  and the UCITS Directive…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Asset Management, Conflicts of Interest, Corporate Governance

See all updates »

EEOC Offers Guidance to Employers During the COVID-19 Pandemic

This alert provides an overview of the EEOC’s updated guidance, as well as a discussion about what employers should do to ensure that their COVID-19 related response activities do not run afoul of the federal anti-discrimination…more

Americans with Disabilities Act (ADA), Anti-Discrimination Policies, Coronavirus/COVID-19, Equal Employment Opportunity Commission (EEOC), Hiring & Firing

See all updates »

DOJ Expands Cryptocurrency Enforcement with Formation of Prosecutors Network

In response to President Biden’s March 9, 2022 Executive Order on digital assets, the DOJ announced the formation of a new network of prosecutors tasked with becoming specialists in investigating and prosecuting alleged digital…more

Anti-Money Laundering, Biden Administration, CFTC, Consumer Financial Protection Bureau (CFPB), Cryptocurrency

See all updates »

Financial Services Quarterly Report - Third Quarter 2017: Hong Kong SFC Issues Clarification on Standards Expected of Asset Managers

The Hong Kong Securities and Futures Commission (SFC) recently released a circular outlining its views on how asset managers should address certain conflicts of interest between private funds and separately managed accounts and…more

Asset Management, Best Interest Standard, Conflicts of Interest, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC)

See all updates »

DAMITT 2023 Year in Review: Merger Control Trends in Germany and France

Since 2020, our antitrust/competition practice has expanded the Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) to include Germany and France. This supplements DAMITT’s U.S. and EU coverage with comprehensive…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Enforcement

See all updates »

Saudi Arabia's Transformational Privatization Plans

The leadership of Saudi Arabia (the “KSA”) has embarked on a bold transformation strategy to revitalize KSA’s economy and to position it for the demographic and economic challenges that lie ahead. The flagship transaction for…more

Foreign Investment, Infrastructure Financing, Initial Public Offering (IPO), Investment Funds, Privatization

See all updates »

Biden Executive Order on Ensuring Responsible Development of Digital Assets: A Critical Opportunity to Shape Blockchain & Cryptocurrency Policy

On Wednesday, March 9, President Biden issued an Executive Order entitled Ensuring Responsible Development of Digital Assets. The President’s order represents the first time that the White House has sought to develop a…more

Biden Administration, Bitcoin, Blockchain, Central Bank Digital Currency (CBDCs), Cryptocurrency

See all updates »

Risk Retention Reproposal’s Impact on CLOs: Loan Arrangers Get Invited to the Party that No One Wants to Attend

CLO managers and lead arrangers of syndicated loans received special attention in a proposal jointly released by six federal agencies to implement the credit risk retention requirements of Section 941 of the Dodd-Frank Act…more

Collateralized Loan Obligations, FDIC, Federal Reserve, FHFA, HUD

See all updates »

The Olympic Games: Citius, Altius, Fortius and Litigious?

The Games of the XXXII Olympiad will soon begin. They will be played under the Olympic motto of Citius, Altius, Fortius (faster, higher, stronger). But to what extent will the Games also be litigious?  …more

Athletes, Discrimination, Diversity, Governance Standards, Olympics

See all updates »

Tornado Watch: Popular Cryptocurrency Mixer “Tornado Cash” Dealt Two Major Blows in a Week

Tornado Cash, a cryptocurrency mixer, recently suffered two major setbacks in federal regulatory efforts to block its use and prosecute its founders. First, a federal district court threw out a lawsuit challenging the…more

Cryptocurrency, Cyber Crimes, Decentralized Autonomous Organization (DAO), Department of Justice (DOJ), Foreign Entities

See all updates »

Expect Already-Instituted IPRs & PGRs to Move Forward in a Time of COVID-19-Related Delays

Key Takeaways - On March 31, 2020, PTO Director Andrei Iancu ordered the PTAB to grant any requests for extensions for pre-institution briefing schedules for any COVID-19-related delays. - Significantly, the March 31…more

CARES Act, Coronavirus/COVID-19, Court Closures, Court Schedules, Director of the USPTO

See all updates »

Bullying in the workplace in France, Germany, Russia, the UK and the USA

There are important differences between the approaches that different countries take to address the issue of workplace bullying. This OnPoint provides an overview of the approaches taken in France, Germany, Russia, the UK and…more

Employer Liability Issues, Employment Discrimination, France, Germany, Harassment

See all updates »

The Potential Impact of the COVID-19 Coronavirus on EBITDA and Financial Covenant Calculations in Loan Agreements

Whilst the full scope of the potential impact of COVID-19 for financial covenant calculations and other purposes within loan agreements can only properly be assessed on a deal-by-deal basis, it is still possible to identify some…more

Accounting Standards, Auditors, Audits, Borrowers, Coronavirus/COVID-19

See all updates »

New York Foreclosure Abuse Prevention Act Update: Latest Challenges and Implications

Just over a year has passed since the enactment of the New York Foreclosure Abuse Prevention Act (“FAPA”). FAPA was enacted as a response to the New York Court of Appeals’ 2021 holding in Freedom Mortg. Corp. v. Engel, 37 N.Y.3d…more

Foreclosure, Investors, Mortgage-Backed Securities, New York

See all updates »

SEC Enforcement Division Priorities Pertaining to Retail Investors and Cybersecurity

In a keynote speech to the Securities Enforcement Forum on October 26, 2017, U.S. SEC Division of Enforcement (Division) Co-Director Stephanie Avakian emphasized the protection of retail investors and cybersecurity as Division…more

Consumer Financial Products, Cyber Crimes, Cybersecurity, EDGAR, Hackers

See all updates »

CLOs and Term Asset-Backed Securities Loan Facility (TALF)—We’re Not That Desperate (Yet)

As revised, TALF may provide a safety net in the event of catastrophic CLO market conditions but is not likely to meet the goal of reviving the corporate loan market Introduction - On May 12, 2020, the Federal Reserve…more

Asset-Backed Securities, Collateralized Loan Obligations, Coronavirus/COVID-19, Eligibility Determination, Federal Reserve

See all updates »

SEC Proposes to Modernize Disclosure Framework for Mutual Funds and Exchange-Traded Funds, Modify Fee Information in Investment Company and Business Development Company Advertisements

The Securities and Exchange Commission on August 5, 2020 unanimously approved proposed rule and form amendments (Proposed Rule) that would comprehensively revise and update the disclosure framework for mutual funds and…more

Advertising, Business Development Companies, Corporate Governance, Disclosure Requirements, ETFs

See all updates »

UK Court Opens Door to Cryptocurrency Software Developers Owing Fiduciary Duties to Users

In a recent judgment, the English Court of Appeal has opened the door to the possibility that cryptocurrency software developers may owe fiduciary duties to cryptocurrency users. These duties could have far-reaching…more

Appeals, Corporate Counsel, Cryptoassets, Cryptocurrency, England

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

Proposed HSR Rule Changes to Increase Burdens, Especially for Asset Managers and Private Equity

The Hart-Scott-Rodino Act (HSR Act) is a procedural statute that requires parties to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) of proposed acquisitions that exceed certain thresholds. After…more

Acquisitions, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investors

See all updates »

Impact of New EU Securitisation Regulations on UCITS

The new EU securitisation regulations (Regulations)1 came into force on 17 January 2018, and will be directly applicable across the European Union from 1 January 2019. EU retail funds (Undertakings for Collective Investment in…more

AIFM, Capital Markets Union, Due Diligence, EU, Risk Retention

See all updates »

CFTC Proposes Amendments to Regulatory Framework for Certain CPOs and CTAs and New Exemption for CPOs of Non-U.S. Pools

The Commodity Futures Trading Commission issued a Notice of Proposed Rulemaking on October 9, 2018 to amend certain aspects of the current regulatory framework applicable to commodity pool operators (CPOs) and commodity trading…more

Business Development Companies, CFTC, Commodities, Commodity Pool, Commodity Trading Advisors (CTAs)

See all updates »

CFTC Approves Final Rule on Margin Requirements for Uncleared Swaps

The U.S. Commodity Futures Trading Commission (CFTC) approved on December 16 final rules (Final Rules) on margin requirements for over-the-counter uncleared swaps entered into by CFTC-registered swap dealers (SDs) and major swap…more

CFTC, Final Rules, Major Swap Participants, Margin Requirements, Over The Counter Derivatives (OTC)

See all updates »

Financial Services Quarterly Report - First Quarter 2017: DIFC Lowers Cost of Entry for Fund Managers

The Dubai International Financial Centre (DIFC) is one of the leading financial hubs in the Middle East. Its funds regime – administered and regulated by the Dubai Financial Services Authority (DFSA) – has been updated a number…more

Capital Requirements, DFSA, DIFC, Dubai, Exemptions

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - 2024 Crystal Ball Edition

As we begin the new year, we offer this special edition with predictions for 2024 from members of the Cyber Bits Partner Committee. Regardless of what happens in 2024, we renew our commitment to keep you informed of the latest…more

Artificial Intelligence, Biometric Information, China, Consumer Privacy Rights, Cybersecurity

See all updates »

SEC Rule Proposal: Good Faith Determinations of Fair Value Under the Investment Company Act

The U.S. Securities and Exchange Commission on April 21, 2020 proposed a long-anticipated framework for fair valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish requirements…more

Board of Directors, Fair Value Standard, Fund Managers, Good Faith, Investment Adviser

See all updates »

UK-EU Trade Agreement: Five Key Practical Implications for Data Privacy in Your Business

The new EU-UK Trade and Cooperation Agreement (the “Trade Agreement”) came into effect on 1 January 2021. There are now two versions of the GDPR: the existing EU regime (the “EU GDPR”) and the new ‘UK GDPR’ which applies an…more

Binding Corporate Rules, Cooperation Agreement, Corporate Counsel, Data Management, EU

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts

PFAS Litigation Continues to Expand - In recent months, state attorneys general have filed lawsuits seeking natural resource damages for historical releases of per- and polyfluoroalkyl substance (“PFAS”) to the environment…more

Drinking Water, Environmental Protection Agency (EPA), EU, Multidistrict Litigation, PFAS

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

US Blockchain Enforcement and Litigation Update

Over the past two years, prices for cryptocurrencies and other digital assets have experienced extreme gains and declines, while billions of dollars have been raised through Initial Coin Offerings (“ICOs”). In this dynamic…more

Anti-Money Laundering, Blockchain, CFTC, Civil Monetary Penalty, Commodities

See all updates »

The Supreme Court of the United States Unanimously Reaffirms the Court’s Jurisprudence Enforcing Contractual Arbitration Agreements As-Written

In Henry Schein, Inc., et al. v. Archer and White Sales, Inc., the Supreme Court of the United States once again rejected efforts to create exceptions to the Federal Arbitration Act’s command that courts enforce the terms of…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

See all updates »

Emmanuel Macron Elected President: French Taxation to Fall in Line with the European Average?

Following the election of Emmanuel Macron as President of the French Republic, you will find below a few examples of expected tax changes of potential importance to our clients…more

Corporate Taxes, Dividends, EU, France, Income Taxes

See all updates »

Update on German Regulations on Occupational Safety – Loosened Obligations for Employers

As of March 20, 2022, the German legislator updated the German SARS-CoV-2 Occupational Health and Safety Regulation (SARS-CoV-2-Arbeitsschutzverordnung) and loosed the obligations of German employers for implementing measures to…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, EU, Germany

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

SFDR update alert: AMF proposes revisions to SFDR

AMF: Articles 8 and 9 SFDR should set minimum environmental standards for financial products - On 10 February 2023 the French regulator (Autorité des Marchés Financiers (“AMF”)) published its proposals as to changes it…more

AMF, Consumer Financial Products, Environmental Social & Governance (ESG), EU, Private Equity

See all updates »

Global Private Equity Practice 2023 Highlights

In a year marked by rising interest rates and intensified regulatory scrutiny, Dechert stood shoulder-to-shoulder with our private equity and private capital clients, crafting innovative strategies for capital raising and…more

Capital Markets, Capital Raising, Interest Rates, Private Equity

See all updates »

FTC Issues Policy Statement on Patent Listing

The FTC is focusing its attention on the listing of pharmaceutical patents in the FDA’s Orange Book. Patent listing may be the subject of FTC inquiry even absent infringement litigation enforcing the relevant patents…more

Abbreviated New Drug Application (ANDA), Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Hatch-Waxman

See all updates »

Fairer and More Effective Fixed-Income, Currency and Commodity Markets?

At the annual Mansion House speech to the City on Wednesday, 10 June, Bank of England (BoE) Governor Mark Carney announced an end to “the age of irresponsibility”. Shortly before the Mansion House speeches began, the…more

Bank of England, Benchmarks, Commodities, Derivatives, Fair and Effective Markets Review (FEMR)

See all updates »

FINRA Letter Announces Cybersecurity as 2016 Exam Priority

The Financial Industry Regulatory Authority (“FINRA”) released its annual Regulatory and Examination Priorities Letter on January 5, listing cybersecurity as a 2016 examination priority. This letter broadly identifies new and…more

Cybersecurity, Examination Priorities, Financial Industry Regulatory Authority (FINRA), Investor Protection, Popular

See all updates »

Japanese Risk Retention: Tidal Wave or Ripple in Still Waters?

On December 28, 2018, the Japanese Financial Services Agency (the “JFSA”) published a number of notices detailing proposed changes in the regulatory capital requirements applicable to Japanese banks and certain other financial…more

Banks, Capital Requirements, Collateralized Loan Obligations, Final Rules, Financial Institutions

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

SEC Proposes to Expand “Test-the-Waters” Modernization Reform to All Issuers

On February 19, 2019, the U.S. Securities and Exchange Commission (the “SEC”) proposed new rule 163B under the Securities Act of 1933, as amended (the “Securities Act”), which would permit all issuers, not just Emerging Growth…more

Accredited Investors, Business Development Companies, Comment Period, Corporate Issuers, Emerging Growth Companies

See all updates »

Federal Circuit En Banc Denials Confirm Fact Issues Implicated by Patent-Eligibility Inquiry

The United States Court of Appeals for the Federal Circuit refused rehearing en banc of two significant decisions regarding patent-eligibility under § 101 (Aatrix and Berkheimer) on May 31, with a majority of active judges on…more

Abstract Ideas, Appeals, CLS Bank v Alice Corp, Patent Infringement, Patent Invalidity

See all updates »

DAMITT 2023 Annual Report: Minding the Gap in Merger Enforcement

Only 12 significant merger investigations concluded in 2023—a drop of 40 percent from just last year and by far the lowest in DAMITT history. This observed and verifiable drop sharply contrasts with recent reports that Biden’s…more

Enforcement, EU, Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investigations

See all updates »

UK Life Sciences and Healthcare Newsletter - March 2021: Granting Incentives Under U.S. Plans to UK-based Executives

One of the most effective ways to incentivise staff, in particular senior employees, is to offer them the opportunity to purchase stock or shares in a group company. U.S. companies often operate stock and other incentive plans…more

Employment Contract, Incentives, Non-Compete Agreements, Notice Requirements, Restrictive Covenants

See all updates »

Is Stricter Federal Circuit Review of IPR Factfinding on the Horizon?

A panel of the Federal Circuit recently sounded off with something less than the usual deferential tone regarding review under the substantial evidence standard of factual findings on patentability made by the Patent Trial and…more

Administrative Procedure Act, Agency Deference, Appeals, Clear Error Standard, Corporate Counsel

See all updates »

Financial Services Quarterly Report - Fourth Quarter 2016: European Commission Proposes to Harmonise Insolvency Laws across Member States

The European Commission (EC) announced proposals on 22 November 2016, which are intended to harmonise national insolvency laws across the EU through a proposed directive “on preventative restructuring frameworks, second chance…more

Capital Markets Union, COMI, Commercial Bankruptcy, Corporate Restructuring, EU

See all updates »

Restructuring and Insolvency Bulletin: Issue 4 - May 2018: UK Consultation on Insolvency and Corporate Governance

Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals relating…more

Corporate Dissolution, Corporate Governance, Corporate Restructuring, Directors, Fiduciary Duty

See all updates »

EPA Issues New Guidance on Limiting Exposure to PFAS in Drinking Water

The U.S. Environmental Protection Agency (EPA) announced new interim lifetime drinking water health advisories for perfluorooctanoic acid (PFOA) and perfluorooctane sulfonic acid (PFOS), as well as final health advisories for…more

Biden Administration, Contamination, Discharge of Pollutants, Drinking Water, Enforcement Guidance

See all updates »

Financial Services Quarterly Report - Fourth Quarter 2018: French Taxation of Carried Interest: A New Opportunity for Foreign Fund Managers

A parliamentary amendment, introduced in Finance Bill 2019 and adopted on December 28, 2018 (Holroyd Amendment), completes the favorable tax framework offered to foreign fund managers considering relocation to France, by…more

Carried Interest, Carried Interest Tax Rates, Financial Services Industry, Foreign Investment Fund, France

See all updates »

Strategies for BDCs to Manage Their Loan Portfolios during the COVID-19 Pandemic

Given the volatile economic environment caused by the COVID-19 pandemic, business development companies (“BDCs”) need to proactively manage their loan portfolio companies to mitigate risk and avoid surprises that may arise in…more

Business Development Companies, Business Strategies, Coronavirus/COVID-19, Default, Liens

See all updates »

Economic Crime and Corporate Transparency Act 2023 – what changes to corporate criminal liability can we expect?

On 26 October 2023, the Economic Crime and Corporate Transparency Act (the “Act”) received Royal Assent. Among other measures to further tackle economic crime1 it has introduced a failure to prevent fraud offence and amended…more

Corporate Crimes, Deferred Prosecution Agreements, Financial Crimes, Fraud Prevention, Liability

See all updates »

Global impact of the European Commission ESG draft Directive on corporate sustainability due diligence

On 23 February 2022, the European Commission adopted a proposal for a Directive on corporate sustainability due diligence. The impact of this legislation on companies meeting the required thresholds based in the EU and doing…more

Capital Investments, Cooperative Compliance Regime, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

Consultation paper on HKEx’s GEM Listing Reforms

On 26 September 2023, The Stock Exchange of Hong Kong Limited (the “HKEx”) published the consultation paper on the proposals for GEM listing reforms in Hong Kong. GEM (formerly known as the “Growth Enterprise Market”) was…more

Capital Formation, Consultation Papers, Hong Kong, Hong Kong Stock Exchange, Shareholders

See all updates »

Summary of the Federal Reserve Main Street Lending Program (UPDATED)

The Federal Reserve Bank (the “Fed”) and the U.S. Department of the Treasury (the “Treasury”) announced preliminary details for the Main Street Lending Program (the “MSLP”) on April 9, 2020. Additional details and guidance as…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

See all updates »

“Bankruptcy Remote” Special Purpose Entities in Commercial Mortgage Lending: Characteristics, Enforcement and Limitations

Part I — Introduction - It has become common practice in commercial mortgage lending for the borrower to be structured as a “single purpose” or “special purpose” entity. In its simplest form, a special purpose entity is…more

CMBS, Commercial Bankruptcy, Commercial Mortgages, Insolvency, Mortgage Lenders

See all updates »

Newsflash: SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

On October 7, 2020, the Securities and Exchange Commission voted to adopt Rule 12d1-4 under the Investment Company Act of 1940 and related amendments to the regulatory framework governing funds that invest in other funds (“fund…more

Amended Rules, Controlling Stockholders, Form N-CEN, Fund of Funds, Investment Company Act of 1940

See all updates »

COVID-19 Coronavirus: Historically Low Interest Rates are Ideal for Estate Planning

Interest rates that are used for loans to family members, loans to trusts and to value gifts to certain trusts have been further reduced as a result of market conditions driven by the COVID-19 pandemic. These historically low…more

Charitable Lead Annuity Trust, Coronavirus/COVID-19, Estate Planning, Gifts, Grantor Retained Annuity Trusts (GRATs)

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

Text on the Dotted Line: A Text Message Can Create a Binding Contract

Here’s another story in the “It never gets easier” file. The Massachusetts Land Court recently decided a case that perhaps we should have all guessed was coming. This is the above the fold headline: Text messages…more

Contract Formation, Digital Communications, Letters of Intent, Motion to Dismiss, Popular

See all updates »

Mexico’s Electricity Industry Law Update: Remedies for Foreign Investors

Key Takeaways - The recently published Decree amending Mexico’s Electricity Industry Law is poised to significantly affect foreign companies investing in Mexico’s energy sector…more

Electricity, Energy Sector, Foreign Investment, Investors, Mexico

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

AIFMD 2.0: A Focus on Existing Funds That Originate Loans (Transitional Provisions)

AIFMD 2.0 enters into force today –15 April 2024. Member States have 24 months to transpose the provisions into national law, meaning that AIFMD 2.0 will take effect from 16 April 2026…more

AIFs, Alternative Investment Fund Managers Directive (AIFMD), European Economic Area (EEA), Investment Adviser, Loans

See all updates »

The New UAE Arbitration Law: Separating the Old from the New

Federal Law No. 6 of 2018 Concerning Arbitration (the "New Law") came into force on 16 June 2018. It applies to all arbitrations seated in the United Arab Emirates ("UAE") (excluding the DIFC and ADGM), and includes arbitrations…more

Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration, Post-Judgment Enforcement Actions

See all updates »

SEC Current Reporting Requirements for Private Funds Become Effective in December

Key Takeaways - Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. Private…more

Clawbacks, Dodd-Frank, Filing Requirements, Final Rules, FSOC

See all updates »

Election 2020: How a Biden-Harris Administration May Impact OTC and Supplement Companies

As we look ahead to a Biden-Harris administration and its potential impact on the over-the-counter (“OTC”) and dietary supplements industries, we see both opportunities and risks. While democratic control is typically associated…more

Biden Administration, Dietary Supplements, Healthcare Reform, Life Sciences, Marketing

See all updates »

Germany: Foreign Investments under Increased Scrutiny

The German government opposes two high-profile acquisitions by foreign investors as it plans to tighten foreign investment control laws. Key Takeaways: In July and August 2018 the German government opposed two…more

Acquisitions, China, Critical Infrastructure Sectors, EFTA, Foreign Acquisitions

See all updates »

New NFA Filing Obligations for Investment Advisers to BDCs Trading Commodity Interests Require Action as Soon as Practicable After January 9, 2020

The Commodity Futures Trading Commission published in the Federal Register on December 10, 20191 amendments to five different aspects of the regulatory framework applicable to certain commodity pool operators (CPOs) and…more

Business Development Companies, CFTC, Commodities, Commodity Trading Advisors (CTAs), CPOs

See all updates »

CFPB Issues Two Final Rules: A Change to the General Qualified Mortgage Rule and the Seasoned Qualified Mortgage Rule

The Consumer Financial Protection Bureau (“CFPB”) recently issued two final rules aimed at bolstering the Qualified Mortgage (“QMs”) market. The first final rule amends the general eligibility category of QMs (“General QMs”)…more

Ability-to-Repay, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fannie Mae, Financial Regulatory Reform

See all updates »

New Luxembourg Bankruptcy Law Enhances Luxembourg’s Restructuring Framework

One of the two main objectives of the Law is to implement the 2019/1023 Directive, which itself aims to foster the proper functioning of the EU internal market and remove hindrances to the exercise of fundamental rights and…more

Corporate Restructuring, Creditors, Debt Restructuring, Debtors, EU

See all updates »

UK Life Sciences and Healthcare Newsletter - November 2021: Regulatory Updates

Regulatory Updates: Health and Care Bill: medicine information systems  The Health and Care Bill was introduced to the House of Commons on 6 July 2021. Clause 85 of the Bill amends the Medicines and Medical Devices Act 2021 by…more

Life Sciences, Medical Devices, Pharmaceutical Industry, Regulatory Oversight, UK

See all updates »

The Essential Guide to UK Real Estate

This Essential Guide provides an overview of the legal and regulatory issues likely to affect developers, occupiers and investors in UK real estate. Real estate - Real estate law in England and Wales can trace its…more

Arbitration Agreements, Conservation, Construction Industry, Intellectual Property Protection, Land Owners

See all updates »

The Next Generation of Private Equity Funds in Asia: Hong Kong’s Proposed Limited Partnership Fund

The Hong Kong government on 20 March 2020 published the Limited Partnership Fund Bill ("Bill") which provides for a new limited partnership regime for private funds ("LPF") in Hong Kong.1 As we see a greater number of fund…more

Asia, Coronavirus/COVID-19, Delays, General Partner, Hong Kong

See all updates »

The ESG Climate Change Evolution of Commercial Real Estate Finance: Turning Over New (Green) Leaves

The Intergovernmental Panel on Climate Change’s Sixth Assessment report, released most recently in spring 2022, sounded the alarm on the current state of the Earth’s climate. Today, with just 1.1 degrees Celsius in warming,…more

Carbon Emissions, Climate Change, Commercial Real Estate Market, Commercial Tenants, Compliance

See all updates »

SEC Proposes Mandated Swing Pricing, Hard Close and Fundamental Changes to Liquidity Rule

The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related…more

Disclosure Requirements, Form N-CEN, Form N-PORT, GAAP, Illiquid Assets

See all updates »

SEC Finalizes Amendments Governing Beneficial Ownership Reporting

Revised deadlines for initial Schedule 13D and Schedule 13G filings: Schedule 13D: within five business days (rather than 10 calendar days) after crossing the 5% beneficial ownership threshold or losing eligibility to file on…more

Amended Rules, Beneficial Owner, Compliance, Consumer Protection Act, Deadlines

See all updates »

Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this…more

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

See all updates »

The SEC’s Private Fund Adviser Rules: Exploring The Critical Questions

The Securities and Exchange Commission adopted new and amended rules under the Investment Advisers Act of 1940 (“Final Rules”) in August 2023 that will impose a broad set of new reporting, disclosure and other obligations on…more

Audits, Books & Records, Documentation, Fees, Final Rules

See all updates »

Dispute Boards: A Novel Dispute-Resolution Technique for Life Sciences Companies Fighting COVID-19

In these unprecedented times, life sciences companies are partnering up — sometimes in a matter of days — to find potential vaccines or treatments to the COVID-19 virus. In an effort to help the world beat the pandemic that the…more

Arbitration Agreements, Collaboration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution

See all updates »

Upcoming Regulatory Initiatives Impacting Private Fund Managers - September 2022

This latest edition of the regulatory initiatives paper sets out at a high level the core regulatory issues that are likely to impact private fund managers in the coming months, including an overview of the key actions needed…more

Alternative Reference Rates Committee (ARRC), AML/CFT, Anti-Money Laundering, Beneficial Owner, CFTC

See all updates »

New Luxembourg Bankruptcy Law Enhances Luxembourg’s Restructuring Framework

One of the two main objectives of the Law is to implement the 2019/1023 Directive, which itself aims to foster the proper functioning of the EU internal market and remove hindrances to the exercise of fundamental rights and…more

Corporate Restructuring, Creditors, Debt Restructuring, Debtors, EU

See all updates »

Japanese Risk Retention: JFSA Favors Diligence Over Disruption

The new Japanese Risk Retention Rules will lead to increased loan and collateral manager due diligence by Japanese investors but not wholesale changes to the CLO market. Background - On March 15, 2019, the Japanese…more

Banking Sector, Banks, Collateralized Loan Obligations, Due Diligence, Final Rules

See all updates »

Conditional Fee Arrangements Likely Soon to be Allowed in Singapore and Hong Kong

Presently, Singapore and Hong Kong law prohibits lawyers from entering into outcome-related fee arrangements with their clients because of the common law rule against maintenance and champerty. The traditional rationale for the…more

Arbitration, Business Litigation, Champerty, Hong Kong, International Litigation

See all updates »

Proposed Rule on Quality Control Standards for Automated Valuation Models: Comments Closed and Now What?

The proposed rule, if adopted, would apply to mortgage originators and issuers of mortgage-backed securitizations that rely on automated valuation models (“AVMs”) to determine the value of real estate collateral. The…more

American Bankers Association, Conflicts of Interest, Consumer Financial Protection Bureau (CFPB), Credit Unions, Fannie Mae

See all updates »

Morningstar Requests Comments on Proposed Rating Methodology for SASB Deals

Morningstar has published a proposed method for rating single-asset/single-borrower (SASB) transactions. The new approach is slated to replace the “U.S. CMBS Subordination Model” with respect to SASBs and other forms of CMBS…more

Accounting Methods, Cherry Picking, CMBS, Comment Period, Commercial Real Estate Market

See all updates »

Preparing for the 2024 Elections: Pay-to-Play and Other Considerations for Managers of Public Pension Plan Assets

With the 2024 elections fast approaching, investment advisers must continue to be mindful of political contributions by their personnel if they manage or intend to manage public pension plan assets, among other compliance…more

CalPERS, De Minimis Claims, Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940

See all updates »

The International Comparative Legal Guide To: Private Equity 2021: United States: Private Equity 2021

Overview - 1.1 What are the most common types of private equity transactions in your jurisdiction? What is the current state of the market for these transactions? U.S. private equity (“PE”) deal activity faced…more

Investment, Investment Portfolios, Investors, Private Equity, Private Equity Funds

See all updates »

Insider Dealing: Updates to the UK Criminal Regime

On 15 June 2023, The Insider Dealing (Securities and Regulated Markets) Order 2023 (the “2023 Order”) came into force. The 2023 Order seeks to align certain outdated aspects of the UK’s criminal insider dealing regime under the…more

Criminal Justice Act, EU Market Abuse Regulation (EU MAR), Financial Services Act, Insider Trading, Securities

See all updates »

UK Criminal Finances Act 2017: A Dechert "Dirty Money" Trilogy: Part Three "The Good, The Bad and The Wealthy" - The New Unexplained Wealth Order

The Criminal Finances Act 2017 (the “Act”) represents a further significant development in the approach to the investigation and prosecution of financial crime in the UK1. The new offence of failure to prevent the facilitation…more

Criminal Investigations, Financial Crimes, Freeze Order, Money Laundering, Reasonable Suspicion

See all updates »

Real World: An Update from Dechert's London Finance and Real Estate Group July 2015: Government Consultation on Reforming the Electronic Communications Code

The Electronic Communications Code, set out in Schedule 2 to the Telecommunications Act 1984 and amended by the Communications Act 2003, has been much criticised over the last 30 years for being unclear, out of date and…more

Cell Towers, Commercial Tenants, Communications Act 2003, Designated Contract Markets (DCMs), Electronic Communications

See all updates »

Foreign Direct Investment (FDI) control in the United Kingdom

The UK has become one of the latest in a line of countries around the world to tighten FDI screening rules in the context of the COVID-19 pandemic. The legislative changes that were passed recently affect the rules in two…more

Artificial Intelligence, Coronavirus/COVID-19, Critical Infrastructure Sectors, Cryptography, Foreign Acquisitions

See all updates »

OFAC Action Against BitPay, Inc. Demonstrates Focus on Digital Currency Industry and Effective Sanctions Screening

Key Takeaways - Because digital currencies allow for high-value transactions outside of the traditional U.S. banking system, OFAC has rigorously investigated whether digital currency service businesses may be facilitating…more

Bitcoin, Compliance, Cryptocurrency, Digital Currency, Economic Sanctions

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Liquidity Rule Reminders in Light of Recent Market Turmoil

As financial markets react to daily, dramatic news headlines concerning the coronavirus pandemic, an oil market price war, extraordinary government responses and the economic and financial fallout, funds and their liquidity…more

Coronavirus/COVID-19, Financial Markets, Liquidity, Liquidity Risk Management Rule, Securities and Exchange Commission (SEC)

See all updates »

Foreclosure Attempt Blocked? What You Should Know Before the Clock Hits Zero

Just when you thought we were out of the housing crisis weeds of ’07—think again.  Apparently when an abundance of people buy homes they can’t afford and predictably fall behind on their payments, the judicial foreclosure…more

Banking Sector, Deutsche Bank, Dismissals, Foreclosure, Mortgage Lenders

See all updates »

Georgian International Arbitration Centre Adopts New Arbitration Rules

The Georgian International Arbitration Centre (“GIAC”) has recently finalised the GIAC Arbitration Rules (“GIAC Rules”), following the completion of the work of the Commission for Final Revision of the Arbitration Rules (the…more

International Arbitration, International Chamber of Commerce (ICC), New Regulations

See all updates »

Sweeping Law for DEI Transparency of Private Funds with a California Nexus

California continues its initiatives to increase workplace diversity through a new law that will require certain funds with a nexus to California to report DEI information about the founding teams of their portfolio companies…more

California, Capital Markets, Diversity, Diversity and Inclusion Standards (D&I), Investment

See all updates »

Emergency Relief in Support of Arbitration: The English Courts Take a Back Seat

The Advent of Emergency Arbitration Provisions - In recent years, and in response to user demand, almost all of the world’s leading international arbitration institutions have changed their rules to allow parties to appoint…more

Arbitration, Arbitration Agreements, Arbitrators, Concurrent Jurisdiction, Contract Terms

See all updates »

US Blockchain Enforcement and Litigation Update: Government enforcement and private litigation drive important developments in cryptocurrencies, initial coin offerings and blockchain-related digital assets

With soaring cryptocurrency prices attracting significant new investment in late 2017, U.S. regulators sought to fill the statutory void by exercising jurisdiction over a variety of digital assets. That trend continued in the…more

Bitcoin, Blockchain, CFTC, Commodities, Cryptocurrency

See all updates »

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The…more

Accredited Investors, Broker-Dealer, Corporate Counsel, Crowdfunding, Financial Industry Regulatory Authority (FINRA)

See all updates »

New CSSF Circular on NAV Errors and Investment Rule Breaches

The CSSF has issued a new circular (Circular 24/856) aiming to protect investors in the event of certain errors and breaches. Circular 24/856 will enter into force on 1 January 2025 and will repeal circular 02/77…more

AIFs, CSSF, Data Breach, Investment, Investment Management

See all updates »

Brexit Manoeuvres: Potential Implications of a "Hard Brexit" for Fund Managers: A UK Perspective - October 2019

This note sets out at a high level the potential impact of the United Kingdom’s (“UK”) exit (“Brexit”) from the European Union (“EU”) without a negotiated agreement on UK and European Economic Area (“EEA”) (a) alternative…more

AIFM, AIFMD Passport, AIFs, Alternative Investment Fund Managers Directive (AIFMD), Central Bank of Ireland

See all updates »

Monetary Authority of Singapore Launches Singapore-Asia Taxonomy for Sustainable Finance

Following four rounds of public consultation, the Monetary Authority of Singapore (MAS) formally launched the Singapore-Asia Taxonomy (the Taxonomy) at COP28 on 3 December 2023. The Taxonomy is not designed to be an…more

Biodiversity, Climate Change, Energy Sector, Investment, Monetary Authority of Singapore

See all updates »

Finding MDL Ground in Venue for Hatch-Waxman Cases

When there are multiple ANDA filers for the same drug, it may not be possible for a branded pharmaceutical company to bring Hatch-Waxman Act patent infringement suits against all of them in the same court consistent with the…more

Abbreviated New Drug Application (ANDA), Claim Construction, Discovery, Hatch-Waxman, Multidistrict Litigation

See all updates »

House Committee Passes Self-Driving Vehicle Legislation

The U.S. House Energy and Commerce Committee, on July 27, unanimously approved a bill that would regulate self-driving vehicles. The bill, named the “Safely Ensuring Lives Future Deployment and Research In Vehicle Evolution Act”…more

Advisory Committee, Automotive Industry, Department of Transportation (DOT), Driverless Cars, Exemptions

See all updates »

U.S. Money Market Fund Reform: Diversification, Stress Testing and Disclosure Compliance Deadline Quickly Approaching; SEC Staff Issues New FAQs

The April 14, 2016 compliance date for certain new money market fund (money funds) requirements adopted by the U.S. Securities and Exchange Commission (SEC) is quickly approaching. In particular, money funds will be required…more

Asset Diversification, Investment Company Act of 1940, Money Market Funds, Securities and Exchange Commission (SEC), Stress Tests

See all updates »

SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2) Disqualify “Bad Actors” from Using Rule 506 to Offer Securities

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in…more

Accredited Investors, Advertising, Bad Actors, Broker-Dealer, Dodd-Frank

See all updates »

Dechert Cyber Bits - Issue 22

SEC Chair Gensler Indicates Commission is Looking to Update SEC’s Regulation S-P - On September 28, 2022, Securities and Exchange Commission (“SEC” or the “Commission”) Chairman Gary Gensler appeared via video at the…more

Advanced Notice of Proposed Rulemaking (ANPRM), Algorithms, Anti-Discrimination Policies, Artificial Intelligence, Biden Administration

See all updates »

Liability Management Transactions (Part II): Drop-down Transactions

As we discussed on Part I of this series, liability management transactions have become commonplace in the restructuring arena. Both “uptier” and “drop-down” transactions are often viewed as viable options for distressed…more

Borrowers, Debt, Drop-Down Transactions, Investment

See all updates »

Sequana: “Momentous” Judgment by Supreme Court on the Creditor Duty

The Supreme Court has ruled, for the first time, on the existence, specific content and engagement of the so-called “creditor duty” or the “rule in West Mercia”. In doing so, it unanimously dismissed BTI’s appeal. Directors…more

Appeals, Breach of Duty, Companies Act, Creditors, Dividends

See all updates »

SCOTUS Creates Flexibility to Deny Class Cert. in Securities Fraud Suits

Key Takeaways - The Supreme Court clarified its prior securities class-action decisions in Basic v. Levinson (“Basic”), Erica P. John Fund, Inc. v. Halliburton Co. (“Halliburton II”), and Amgen Inc v. Connecticut Retirement…more

Class Certification, Fraud-on-the-Market, SCOTUS, Securities Fraud

See all updates »

COVID-19 Coronavirus Business Impact: Special Inspector General for Pandemic Recovery Likely to Pursue Investigations Aggressively

On Friday, March 27, President Donald J. Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Along with substantial economic relief, the CARES Act establishes a new Office of the…more

Anti-Corruption, Audits, CARES Act, Congressional Oversight, Coronavirus/COVID-19

See all updates »

Brexit: UK Customs Issues "Call for Action" to Businesses

HM Revenue and Customs (HMRC) has issued a letter to 145,000 UK businesses setting out actions they need to take now to prepare for the “unlikely event of the UK leaving the EU without a deal.” More substantial steps may be set…more

Business Entities, Cross-Border Transactions, Customs, EU, Exports

See all updates »

Monetary Authority of Singapore Launches Singapore-Asia Taxonomy for Sustainable Finance

Following four rounds of public consultation, the Monetary Authority of Singapore (MAS) formally launched the Singapore-Asia Taxonomy (the Taxonomy) at COP28 on 3 December 2023. The Taxonomy is not designed to be an…more

Biodiversity, Climate Change, Energy Sector, Investment, Monetary Authority of Singapore

See all updates »

ESMA Lends Support for a Harmonised European Framework for Loan Origination Funds

The European Securities and Markets Authority (“ESMA”) published its opinion on 11 April 2016 on the necessary elements for a harmonised European framework for loan origination by funds (the “Opinion”). The Opinion is issued to…more

EU, European Commission, European Securities and Markets Authority (ESMA), Investment Funds, Loan Origination Funds

See all updates »

Once a Shareholder, Always a Shareholder: Subordination of Appraisal Rights under Section 510(b)

Should a claim for appraisal rights brought by a former shareholder of a Chapter 11 debtor be subordinated under Section 510(b) of the Bankruptcy Code? According to the Bankruptcy Court for the District of Delaware, the answer…more

Appraisal Rights, Chapter 11, Corporate Restructuring, Section 510, Shareholders

See all updates »

FTC Issues Policy Statement on Patent Listing

The FTC is focusing its attention on the listing of pharmaceutical patents in the FDA’s Orange Book. Patent listing may be the subject of FTC inquiry even absent infringement litigation enforcing the relevant patents…more

Abbreviated New Drug Application (ANDA), Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Hatch-Waxman

See all updates »

Restructuring and Insolvency Bulletin: Issue 4 - May 2018: UK Consultation on Insolvency and Corporate Governance

Accountability is the major theme of the recent government consultation regarding ‘Insolvency and Corporate Governance’, which follows high profile failures such as BHS and Carillion. The consultation contains proposals relating…more

Corporate Dissolution, Corporate Governance, Corporate Restructuring, Directors, Fiduciary Duty

See all updates »

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

Guidelines on performance fees in UCITS and certain types of AIFs

ESMA published on 3 April 2020, its Final Report, ‘Guidelines on performance fees in UCITS and certain types of AIFs’ (the “Guidelines”). The Guidelines are the culmination of a consultation process started by ESMA in July 2019…more

AIFs, Consultation Periods, EU, European Securities and Markets Authority (ESMA), Fund Managers

See all updates »

FDA Issues Final Rule Clarifying Evidence of Off-Label Marketing

Key Takeaways - Following more than five years of revisions and delays, the U.S. Food and Drug Administration (“FDA”) published its final “intended use” rule (the “Final Rule”) and amended its regulations describing the types of…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Off-Label Promotion, Off-Label Use, Pharmaceutical Industry

See all updates »

Fair Lending Compliance for Mortgage Lenders: An ESG Approach

Mortgage lenders of all sizes are paying closer attention to environmental, social and governance (“ESG”) issues as they face inquiries from their investors and customers as well as increased scrutiny from regulators. Given the…more

Compliance, Consumer Financial Protection Act (CFPA), ECOA, Environmental Social & Governance (ESG), Fair Housing Act (FHA)

See all updates »

Running on Empty: A 10-Point Plan for the Aviation and Transportation Industry as It Meets the Challenges and Opportunities Presented by the COVID-19 Coronavirus Crisis

All forms of movement are under serious threat in the current global climate: with an estimated 1/4 of the world’s population in lock down, this unprecedented government intervention has slashed passenger demand and halted the…more

Automotive Industry, Aviation Industry, Best Practices, Coronavirus/COVID-19, Cruise Ships

See all updates »

SEC Division of Examinations Releases 2024 Priorities

The SEC’s Division of Examinations (EXAMS) published its report on 2024 Examination Priorities on October 16, 2023. The 2024 Examination Priorities continue to reflect an examination program that is vigorous and broad in…more

Anti-Money Laundering, Broker-Dealer, Compensation, Compliance, Conflicts of Interest

See all updates »

U.S. Modifies and Solidifies Sanctions on Investments in Certain Chinese Companies

On June 3, 2021, President Biden issued an Executive Order to modify sanctions initially imposed by former President Trump regarding investments in Chinese companies with alleged ties to the Chinese military. The new sanctions…more

China, Economic Sanctions, Executive Orders, Foreign Investment, Office of Foreign Assets Control (OFAC)

See all updates »

Restricting Shareholders’ Ability to Challenge Corporations: Delaware Chancery Court Upholds Companies’ Right to Select Forum for Suits Against Them

The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon the…more

Forum, Forum Selection, Forum Shopping, Shareholder Litigation, Shareholder Rights

See all updates »

Federal Circuit Brings More Clarity to Rules Governing Proper Venue for Patent Cases

For years, the Eastern District of Texas has been the most popular forum for patent cases because it has generally been viewed to have patentee-friendly juries, judges, and procedures. But recent rulings from the Supreme Court…more

Patent Infringement, Patent Litigation, Patents, Personal Jurisdiction, Principal Place of Business

See all updates »

Significant fines imposed in HSR failure to file actions

On December 22, 2021, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) announced that they had entered into settlements with Clarence L. Werner and Biglari Holdings Inc. (Biglari) for…more

Acquisition Agreements, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions

See all updates »

Federal Circuit Clarifies the “Reasonable Expectation of Success” Required in Hatch-Waxman Obviousness Challenges

The U.S. Federal Circuit recently clarified the standard that patent challengers must satisfy when attempting to invalidate patented inventions directed to new uses for known drugs. Although designated as a nonprecedential…more

Appeals, Clear and Convincing Evidence, Hatch-Waxman, Obviousness, Patent Invalidity

See all updates »

FinCEN Corporate Transparency Notice of Proposed Rulemaking: Access to Beneficial Ownership Information and FinCEN Identifiers

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a proposed rule (Proposed Rule) on December 15, 2022, implementing the requirements of Section 6403 of the Corporate Transparency Act (Act)…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), FinCEN

See all updates »

CLOs and Term Asset-Backed Securities Loan Facility (TALF)—We’re Not That Desperate (Yet)

As revised, TALF may provide a safety net in the event of catastrophic CLO market conditions but is not likely to meet the goal of reviving the corporate loan market Introduction - On May 12, 2020, the Federal Reserve…more

Asset-Backed Securities, Collateralized Loan Obligations, Coronavirus/COVID-19, Eligibility Determination, Federal Reserve

See all updates »

Private Equity Newsletter - Winter 2014 Edition: It is Time for Public to Private Deals in France for PE Funds

With covenant pressure, softness on business plans and uncertainties on market perspectives, mid-cap listed companies are facing increased downward pressure on their stock prices, luring private equity specialists and strategic…more

EU, Foreign Investment, Going-Private Transactions, Investors, Private Equity

See all updates »

Just Off-Target: FINRA Proposal on Projections and Targeted Returns

The Proposed Amendments would permit FINRA members to include targeted returns or projected performance solely if the communication is either: (i) an “institutional communication” as defined in FINRA Rule 22102.; or (ii)…more

Broker-Dealer, Financial Industry Regulatory Authority (FINRA), Investment Advisers Act of 1940, Marketing, Proposed Amendments

See all updates »

U.S. Moves Cautiously to Impose Mandated Sanctions Against Russia, While Congress Mulls Further Measures

On August 24, 2018, the U.S. Department of State announced a new but limited export licensing policy for defense and national security-sensitive goods and technology to Russia, effective August 27, 2018. The export licensing…more

Chemical Weapons, Economic Sanctions, Export Controls, Exports, Financial Institutions

See all updates »

Litigation Funder Communications Protected by the Attorney-Client Privilege and Work Product Doctrine

Addressing a novel issue in In re: International Oil Trading Company, LLC, 548 B.R. 825 (Bankr. S.D. Fla. 2016), the United States Bankruptcy Court for the Southern District of Florida recently denied in part an involuntary…more

Attorney-Client Privilege, Commercial Bankruptcy, Common-Interest Privilege, Corporate Counsel, Creditors

See all updates »

2021 Trends in Trademarks

Big challenges in clearing new brands - U.S. trademark applications skyrocket - China accounts for 25 percent of U.S. filings - Fraudulent applications abound - “Are We Running Out of Trademarks?” The authors of a Harvard Law…more

Brand, Domain Names, Foreign Trademark, Trademark Application, Trademark Registration

See all updates »

CREFC Annual Conference: The Virtual Edition

Last week, over 4,200 of our closest friends met virtually for the annual January conference by the Commercial Real Estate Finance Council, which is usually held in Miami. While we have all learned to go without in the last…more

Commercial Loans, Commercial Real Estate Market, CREFC, Real Estate Financing, Real Estate Investments

See all updates »

U.S. Antitrust Agencies Finalize New Merger Guidelines Intended to Reinvigorate Merger Enforcement

The Merger Guidelines lower the market concentration threshold for the presumption that a merger is illegal. Deals that place combined market shares above 30 percent with a significant increase in concentration are considered…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), Enforcement, Federal Trade Commission (FTC)

See all updates »

Recent SEC Enforcement Action Against KBR Warns Against Restrictive Confidentiality Agreements

The SEC Enforcement Action - A recent enforcement action by the U.S. Securities and Exchange Commission aims to protect employees from signing confidentiality agreements that would prevent them from acting as…more

Confidentiality Agreements, Dodd-Frank, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root)

See all updates »

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

Recent Federal Circuit Decisions on Obviousness-Type Double Patenting May Shape Life Science Patent Portfolio Management

The Federal Circuit recently decided two appeals, Novartis AG v. Ezra Ventures LLC (“Ezra”) and Novartis Pharms. Corp. v. Breckenridge Pharm. Inc. (“Breckenridge”) that both relate to the effect of obviousness-type double…more

Appeals, Double Patent, Life Sciences, Novartis, Obviousness

See all updates »

Supreme Court Holds that an FCC Rule Change Was Not “Arbitrary and Capricious” Under the Administrative Procedure Act

The U.S. Supreme Court issued a significant decision regarding the Administrative Procedure Act’s (“APA”) arbitrary-and-capricious standard. In FCC v. Prometheus Radio Project, the Court upheld a decision by the Federal…more

Administrative Procedure Act, FCC, FCC v Prometheus Radio Project, Government Agencies, Judicial Review

See all updates »

New guidance to register as “privileged” domestic or foreign investment fund under German investment taxation law

Pursuant to the new German investment tax act (GITA) that will take effect of 1 January 2018, domestic and foreign resident investment funds may become subject to German corporate income tax with various German source income…more

AIFs, Corporate Taxes, Dividends, Domestic Corporations, Foreign Corporations

See all updates »

Brexit – The UK and International Tax Consequences

The political, economic and constitutional fallout of the UK’s referendum decision to leave the European Union (Brexit) will continue for some time. In addition to considering some of the possible domestic UK tax implications of…more

CFCs, Controlled Foreign Corporations, Corporate Taxes, Customs, Dividends

See all updates »

Recent Developments Confirm the Obrador Administration Will Fulfill Its Campaign Promise to Battle Corruption in Mexico

Corruption and bribery have run rampant throughout Mexico for years. However, recent developments and policy changes of the new administration indicate that the days of doing business through bribery and graft are over…more

Arrest, Arrest Warrants, Bribery, Compliance, Construction Contracts

See all updates »

A Modified Countryman Test for Multi-party Executory Contracts

In a recent decision, the Court of Appeals for the Fifth Circuit held that an agreement between a debtor, a surety, and third-party beneficiaries was not an executory contract and, thus, was ineligible to pass-through the…more

Chapter 11, Commercial Bankruptcy, Executory Contracts, Indemnity Agreements, Proof of Claims

See all updates »

Reading the Financial Tea Leaves: CREFC Market Outlook Survey 2017

CREFC has surveyed some of its attendees—all major participants in the commercial real estate finance industry—at the 2017 CRE Finance Council January Conference in Miami. CREFC’s 2017 market outlook survey confirmed what we…more

CMBS, Interest Rates, Real Estate Development, Real Estate Market, Trump Administration

See all updates »

Big Changes in Lease Accounting: FASB Releases Final Standards

The Financial Accounting Standards Board (the “FASB”) released the long-anticipated final standards, Leases (Topic 842) (the “Final Standards” or “Topic 842”), on February 25, 2016, completing an overhaul of the lease accounting…more

Accounting Standards, Fair Market Value, FASB, Financial Statements, GAAP

See all updates »

Texas Court Voids Lender’s Bankruptcy Consent Requirement

Lenders often attempt to limit what a borrower can do outside the ordinary course of business by negotiating contractual protections. Some of these provisions are designed to make the borrowers bankruptcy remote by, for example,…more

Borrowers, Chapter 11, Contract Terms, Lenders, Limited Liability Company (LLC)

See all updates »

U.S. Treasury Signals that Cryptocurrency Miners & Stakers Will Not Be Subject to Broker Information Reporting Tax Requirements

On February 11, 2022, in a letter addressed to certain U.S. Senators, the U.S. Department of the Treasury indicated that cryptocurrency miners, cryptocurrency stakers or related hardware or software providers would not be…more

Bitcoin, Bitcoin Mining, Brokers, Cryptocurrency, Digital Assets

See all updates »

White House Issues Sweeping Executive Order on AI: Key Takeaways

President Biden’s recent Executive Order on Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence: Establishes a federal government-wide effort to mitigate risks of improper AI development and use…more

Artificial Intelligence, Biden Administration, Consumer Protection Laws, Cybersecurity, Data Privacy

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

New Chinese Anti-Bribery Guideline Calls for Blacklisting and Expulsion of Foreign Companies That Pay Bribes in China

Introduction - China’s top anti-corruption watchdogs recently released a new anti-bribery Guideline designed to focus on multi-national corporations and individuals that pay bribes in China, as opposed to bribe recipients, the…more

Anti-Bribery, Anti-Corruption, Bribery, China, Corporate Counsel

See all updates »

SEC Rulemaking: Good Faith Determinations of Fair Value Under the Investment Company Act

The U.S. Securities and Exchange Commission on December 3, 2020 adopted a long-anticipated rule for the fair valuation of fund investments. Rule 2a-5 under the Investment Company Act of 1940 (final rule or rule): defines…more

Fair Value Standard, Good Faith, Investment, Investment Company Act of 1940, Investment Funds

See all updates »

CLOs and Rule 3a-7 – A Port In Uncertain Regulatory Seas?

CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) - These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to restrictions…more

Accredited Investors, Collateralized Loan Obligations, Investment Company Act of 1940, Pooled Investment Vehicles, Proposed Rules

See all updates »

Recent English Law Developments Invite Mass Tort and Other Multi-Claimant Litigation

Recent court decisions have signaled the English courts’ willingness to embrace multi-claimant litigation and to broaden the types of questions decided on a collective basis. These developments have led UK-based plaintiffs’…more

EU, Litigation Strategies, Mass Tort Litigation, Multi-Claim Litigation, Risk Management

See all updates »

SEC Staff Issues New Guidance Requiring Companies to Disclose Cryptocurrency Risks

The staff of the SEC’s Division of Corporation Finance (Division) on December 8, 2022 released guidance for companies issuing securities in an illustrative letter, entitled “Sample Letter to Companies Regarding Recent…more

Cryptoassets, Cryptocurrency, Digital Assets, Disclosure Requirements, New Guidance

See all updates »

Improving the Gender Balance on British Boards

Lord Davies of Abersoch published on 29 October 2015, a five year review of his 2011 report aimed at improving the gender balance at the top of British business. There has been a significant improvement in the…more

Board of Directors, Code of Conduct, Diversity, Gender Equity, UK

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

COVID-19 (Coronavirus) – Considerations for Board and Shareholder Meetings

The novel coronavirus (COVID-19) is interfering with the normal function of businesses around the world, including in the form of travel restrictions, quarantines, office closures and employees being encouraged (or required) to…more

Board Meetings, Coronavirus/COVID-19, Publicly-Traded Companies, Risk Management, Securities and Exchange Commission (SEC)

See all updates »

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: AXA Advisory and Administrative Fees Held Not to Constitute a Breach of Fiduciary Duty

The U.S. District Court for the District of New Jersey issued its post-trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance Company—the first Section 36(b) trial decision since 2009. The Court concluded…more

AXA Equitable Life, Burden of Proof, Fees, Fiduciary Duty, Gartenberg Factors

See all updates »

Upper Tribunal Affirms FTT Bluecrest Decision on LLP Salaried Member Rules

Asset managers established as LLPs will welcome the Upper Tribunal’s recent decision to uphold the decision of the First Tier Tax Tribunal (“FTT”) on the application of the salaried member rules in Bluecrest..…more

Appeals, Business Taxes, Dismissals, Employees, HMRC

See all updates »

Term SOFR is Here - The ARRC Recommends CME Group’s Term SOFR Rates for Use

An update from the Dechert LIBOR taskforce - On July 29, 2021, the Alternative Reference Rates Committee (the “ARRC”) formally recommended the forward-looking term rates based on the secured overnight financing rate (“SOFR”)…more

Banking Sector, Financial Conduct Authority (FCA), Interest Rates, Libor, Secured Overnight Funding Rate (SOFR)

See all updates »

Class Certification Derailed: D.C. Circuit Applies Supreme Court’s Comcast Decision

Key Points: - Defendants in antitrust cases may be able to defeat class certification by demonstrating that the plaintiffs’ damages model yields false positives – i.e., that the model calculates injury where none could…more

See all updates »

English Court breaks new ground in crypto fraud case

In a recent judgment the English High Court has again shown its ability to innovate so as to assist victims of crypto fraud. By imposing a constructive trust on a crypto exchange and permitting service of an order for summary…more

Beneficial Owner, Bitcoin, Blockchain, Corporate Counsel, Crypto Exchanges

See all updates »

Brexit Manoeuvres: Potential Implications of a "Hard Brexit" for Fund Managers: A UK Perspective - October 2019

This note sets out at a high level the potential impact of the United Kingdom’s (“UK”) exit (“Brexit”) from the European Union (“EU”) without a negotiated agreement on UK and European Economic Area (“EEA”) (a) alternative…more

AIFM, AIFMD Passport, AIFs, Alternative Investment Fund Managers Directive (AIFMD), Central Bank of Ireland

See all updates »

Gerrymandering votes in bankruptcy?  The classification of an undersecured claim 

Confirmation of a Chapter 11 plan generally requires the consent of each impaired class of creditors. A debtor can “cramdown” a plan over creditor dissent, however, as long as at least one class of impaired claims accepts the…more

Bankruptcy Code, Bifurcation, Chapter 11, Commercial Bankruptcy, Commercial Buildings

See all updates »

Private Equity in France - 2020 Edition

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory…more

Alternative Investment Fund Managers Directive (AIFMD), Buyouts, Cross-Border Transactions, EU, France

See all updates »

Dispute Boards: A Novel Dispute-Resolution Technique for Life Sciences Companies Fighting COVID-19

In these unprecedented times, life sciences companies are partnering up — sometimes in a matter of days — to find potential vaccines or treatments to the COVID-19 virus. In an effort to help the world beat the pandemic that the…more

Arbitration Agreements, Collaboration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution

See all updates »

FTC Issues Policy Statement on Patent Listing

The FTC is focusing its attention on the listing of pharmaceutical patents in the FDA’s Orange Book. Patent listing may be the subject of FTC inquiry even absent infringement litigation enforcing the relevant patents…more

Abbreviated New Drug Application (ANDA), Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Hatch-Waxman

See all updates »

New Notice Requirement for Healthcare Transactions in New York

Last month, New York State passed an amendment to the New York Public Health Law (the “NYPHL”) to require certain “health care entities” that are party to “material transactions,” including mergers and other change-of-control…more

Antitrust Division, Healthcare, Jurisdiction, New York, Noncompliance

See all updates »

EMIR Alert: Margin Clarity Ahead

Earlier this month, the ESAs published a final report on proposed updates to the existing EMIR margin rules (the “Margin RTS Updates”). Although not yet final, the absence of a public consultation and fast approaching…more

Amended Rules, Derivatives, EMIR, EU, European Commission

See all updates »

Revised EU Guidance on Market Definition: Key points for the technology and other “innovative” sectors

After over 25 years, the European Commission (the “Commission”) has revised the guidance on market definition in antitrust and merger control investigations. The new guidance, most notably, reflects developments relating to…more

Antitrust Provisions, Capital Markets, Competition, EU, European Commission

See all updates »

AML Update: Central Register of Beneficial Ownership is Now Live

The Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the Central Register) is now open and Irish entities have until 22 November 2019 to file their beneficial ownership details…more

AMLD IV, Anti-Money Laundering, Beneficial Owner, Central Register, Corporate Entities

See all updates »

First Circuit Holds that Fifth Amendment Takings Claims Must be Paid in Full

The U.S. Court of Appeals for the First Circuit recently ruled in the Puerto Rico bankruptcy case that Fifth Amendment takings claims cannot be discharged or impaired by a bankruptcy plan. As a matter of first impression in…more

Appeals, Bankruptcy Code, Compensation, Eminent Domain, Private Property

See all updates »

Ninth Circuit Rules that Say-On-Pay Suit Belongs in State Court

In a recent ruling, the United States Court of Appeals for the Ninth Circuit concluded that certain related shareholder derivative suits arising out of a say-on-pay decision involving Pico Holdings, Inc. (the “Company”) were…more

Board of Directors, Derivative Suit, Dodd-Frank, Executive Compensation, Fiduciary Duty

See all updates »

U.S. and UK Enforcement Priority: Spoofing - 2020 Highlights and What to Expect in 2021

In a year of increased volatility across the world’s financial markets, prosecutors, regulators and exchanges on both sides of the Atlantic sharpened their focus on “spoofing” – i.e., bidding or offering without the intent to…more

CFTC, Department of Justice (DOJ), Enforcement Actions, Financial Markets, Market Manipulation

See all updates »

SEC Adds Its Voice to Those Looking for “Equity”-ble Treatment of Gig Workers – New SEC Proposal Modernizes Rule 701 and Form S-8

The Securities and Exchange Commission (the “SEC”) recently proposed temporary rules that would permit companies to offer equity compensation to “platform workers” who provide services available through the company’s…more

Disclosure Requirements, Equity Securities, Form S-8, Gig Economy, Publicly-Traded Companies

See all updates »

UK Judgment Highlights Risks of Seeking to “Short Circuit” Hedge Fund Payment Structures

On 25 April 2023, the English Court of Appeal reversed a decision of the High Court that found three senior former employees of an investment adviser to an investment fund liable for dishonest assistance (amongst other things)…more

Appeals, Breach of Duty, Fiduciary Duty, Hedge Funds, Investment Adviser

See all updates »

IRS Issues Proposed Regulations Relating to the Treatment by Regulated Investment Companies of Income from Subsidiaries Investing in Commodities

The IRS has recently issued Proposed Regulations under Section 851(b) of the Internal Revenue Code (the “Proposed Regulations”), and a Revenue Procedure that address the treatment to regulated investment companies (“RICs”) with…more

Commodities, Internal Revenue Code (IRC), Investment Companies, IRS, Private Letter Rulings

See all updates »

Dechert Cyber Bits - Issue 8

SEC Proposes and Seeks Comments on New Cybersecurity Rules - At an open meeting on February 9, 2022, the Securities and Exchange Commission (“SEC”) voted three-to-one to propose new and amended rules regarding cybersecurity…more

Asset Management, Cybersecurity, Data Collection, Disclosure Requirements, EDPS

See all updates »

Delaware Court of Chancery Issues Significant Decision Addressing Fiduciary Duties of Officers, Including Holding that Officers Owe a Duty of Oversight

Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith…more

Breach of Duty, Corporate Counsel, Corporate Officers, DE Supreme Court, Delaware

See all updates »

The Servier Judgment: A Breath of Fresh Air for Pharmaceutical Companies?

On 12 December 2018, the General Court (“Court”) partially annulled the European Commission’s decision of 9 July 2014 in the Servier case and consequently reduced Servier’s fine by more than 30%, from €330.99 million to €228.32…more

Abuse of Dominance, Annulment, Anti-Competitive, Antitrust Violations, EU

See all updates »

Global Private Equity Newsletter - Spring 2016 Edition: Acquisitions by Non-EU Buyers of German Targets May Require Special Regulatory Review or Approval

Regulatory filing and pre clearance requirements under merger control laws are well understood and, except where the merger parties have significant business overlap, rarely impede closing. However, another German regulatory…more

Acquisitions, Foreign Equity Securities, Foreign Trade Regulations, Germany, Merger Controls

See all updates »

Running on Empty: A 10-Point Plan for the Aviation and Transportation Industry as It Meets the Challenges and Opportunities Presented by the COVID-19 Coronavirus Crisis

All forms of movement are under serious threat in the current global climate: with an estimated 1/4 of the world’s population in lock down, this unprecedented government intervention has slashed passenger demand and halted the…more

Automotive Industry, Aviation Industry, Best Practices, Coronavirus/COVID-19, Cruise Ships

See all updates »

ESMA Increases Focus On European Fund Fees

In this OnPoint, we report on the recent Supervisory Briefing issued by the European Securities and Markets Authority (“ESMA”) on the supervision of costs in UCITS and AIFs published 4 June 2020…more

AIFs, Asset Management, EU, European Securities and Markets Authority (ESMA), Fees

See all updates »

FinCEN Issues FAQs for Customer Due Diligence Rule; Compliance Required in May

The U.S. Treasury’s Financial Crimes Enforcement Network (FinCEN) on April 3, 2018 issued Frequently Asked Questions Regarding Customer Due Diligence Requirements for Financial Institutions (FAQs). The FAQs address various…more

Anti-Money Laundering, Beneficial Owner, Broker-Dealer, Compliance, Customer Due Diligence (CDD)

See all updates »

Paycheck Protection Program – Part 2: New Money and New Rules

The Economic Aid to Hard-Hit Small Business, Nonprofits and Venues Act (the “Act”) was signed into law on December 27, 2020, as part of the Consolidated Appropriations Act, 2021. The Act’s goal is to extend the term of certain…more

CARES Act, Coronavirus/COVID-19, Economic Aid Act, Economic Injury Disaster Loans, Loan Forgiveness

See all updates »

Delaware Supreme Court Clarifies When “Substantive Economic Negotiations” Begin under MFW Framework

In the latest Delaware decision to expound MFW and the structuring of controller transactions, the Delaware Supreme Court clarified the requirement for a controlling stockholder to condition its offer “up front” on MFW’s dual…more

Aiding and Abetting, Appeals, Breach of Duty, Business Judgment Rule, Business Valuations

See all updates »

The Employment Edit - Issue 8 - Spring 2024

New right to take carer’s leave - The Carer's Leave Act 2023 and The Carer’s Leave Regulations 2024 give employees in the UK a new right to take “carer’s leave” with effect from 6 April 2024. An employee who has a dependant…more

Adoption, Compensation, Dependent Care, Employment Policies, Employment Tribunals

See all updates »

Are Lockbox Lenders Subject to Implied Duties?

Recently, in In re Moon Group Inc., a bankruptcy court said no, but the district court, which has agreed to review the decision on an interlocutory appeal, seems far less sure. The bankruptcy court held that a lockbox…more

Advances, Appeals, Bankruptcy Court, Chapter 11, Chapter 7

See all updates »

SEC Expands Scope of Fund “Names Rule”

The Securities and Exchange Commission recently adopted significant changes to Rule 35d-1 under the Investment Company Act of 1940 (Names Rule), as well as certain forms and disclosure requirements on September 20, 2023…more

Derivatives, Disclosure Requirements, Environmental Social & Governance (ESG), Form N-PORT, Investment

See all updates »

SEC Issues Proposed Rule Amendments Regarding Fund Naming Conventions

Overview - The U.S. Securities and Exchange Commission, by a vote of three-to-one, proposed for public comment on May 25, 2022, amendments to the rule governing naming conventions of funds1 subject to the U.S. Investment…more

Investment Funds, Investment Management, Regulatory Agenda, Rulemaking Process, Securities and Exchange Commission (SEC)

See all updates »

Publicly Traded Partnership Proposed Regulations

Widely held partnerships are a significant source of funding for oil, gas and certain natural resources projects, but the publicly traded partnership (“PTP”) rules can cause such partnerships to be treated as corporations for…more

Corporate Taxes, Double Taxation, Energy Projects, Energy Sector, Fracking

See all updates »

COVID-19 Coronavirus: Regulatory Impact – Focus on Global Market Abuse Risks

Key Takeaways - The COVID-19 coronavirus outbreak has undoubtedly increased firms’ exposure to market abuse risks in a number of ways: Due to the rapidly changing consequences of restrictions caused by COVID-19 for…more

Business Continuity Plans, Compliance, Coronavirus/COVID-19, Financial Conduct Authority (FCA), Global Market

See all updates »

A Case Study: How the Record Breaking Antitrust Penalty Against Qualcomm Transforms the Landscape of SEPs Licensing in China

The PRC National Development and Reform Commission (NDRC) finally concluded its antitrust investigations against Qualcomm and issued an administrative sanction on February 10, 2015, putting an end to the 16-month investigation…more

Abuse of Dominance, Antitrust Investigations, China, FRAND, License Agreements

See all updates »

Last Call for the Identification Principle: English Corporate Criminal Liability Under the Microscope

Executive Summary - On 9 June 2021 the Law Commission published its “Corporate Criminal Liability” discussion paper (the “Paper”) and launched a public consultation (that closes on 31 August 2021). These developments signal a…more

Corporate Crimes, Criminal Liability, UK

See all updates »

Drawing the Line: Insights on the limits of stylised descriptive trade marks in the UK

The VIA Art Fund opposition and appeal decisions provide an important reminder for those seeking to enforce registered trade mark rights in the UK. While incorporating a figurative element to a descriptive mark can enhance its…more

Appeals, Descriptive Trademarks, Logos, Trademark Application, Trademark Registration

See all updates »

U.S. and UK Enforcement Priority: Spoofing - 2020 Highlights and What to Expect in 2021

In a year of increased volatility across the world’s financial markets, prosecutors, regulators and exchanges on both sides of the Atlantic sharpened their focus on “spoofing” – i.e., bidding or offering without the intent to…more

CFTC, Department of Justice (DOJ), Enforcement Actions, Financial Markets, Market Manipulation

See all updates »

Chicago Proposes Pharma Rep Licensing Rules and Ethical Standards

The City of Chicago Commissioner of Public Health on Friday, March 17, published proposed Rules to implement the highly-publicized pharmaceutical representative licensing ordinance enacted in November 2016…more

Compliance, Continuing Education, Disclosure Requirements, Ethical Standards, Fines

See all updates »

EU?Japan Economic Partnership Agreement

The EU and Japan have signed a new trade agreement;1 once ratified, it is likely to come into force in early 2019. Headlines - Creates an open trade zone covering 600 million people and 30% of global GDP. - Phases…more

Economic Partnership Agreements, EU, Japan, Public Procurement Policies, UK Brexit

See all updates »

SEC Division of Examinations Releases 2021 Examination Priorities

The Securities and Exchange Commission’s Division of Examinations (EXAMS) published its report on 2021 Examination Priorities on March 3, 2021. The 2021 Examination Priorities cover eight broad topics: - The protection of…more

Anti-Money Laundering, Cybersecurity, Digital Assets, ETFs, FinTech

See all updates »

SEC 2016 Examination Priorities Focus on Retail Investors, Market-wide Risks and Data Analytics

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) on January 11, 2016 announced its examination priorities for this year, which “address issues across a variety of…more

Analytics, ETFs, Financial Institutions, OCIE, Popular

See all updates »

Term Asset-backed Securities Loan Facility (“TALF”) Funds Resources

Why is TALF a good opportunity? Simply put, based on TALF 1.0 (the initial version of the program in effect during 2009–2010), we expect there to be in excess of 100 new TALF funds established as part of TALF 2.0 in 2020,…more

Asset-Backed Securities, Borrowers, Coronavirus/COVID-19, Federal Reserve, Investment Funds

See all updates »

English Court of Appeal Overturns Adler’s Restructuring Plan

There is an enhanced framework for the court to exercise its discretion to sanction a restructuring plan involving a cross-class cram-down ("CCCD"). This test involves a review of the relative benefits to the assenting and…more

Appeals, Corporate Restructuring, Disclosure Requirements, Insolvency, Jurisdiction

See all updates »

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential Controllers

The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the Board,…more

Appeals, Board of Directors, Breach of Duty, Business Litigation, Commercial Litigation

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

Use It or (Potentially) Lose It: Inflation Hikes Provide Unprecedented Estate Planning Opportunities

There are more estate planning opportunities as a result of inflation-adjusted figures recently released by the IRS. The gift, estate, and generation-skipping transfer (“GST”) tax exemption amounts are each increasing to…more

Beneficiaries, Charitable Lead Annuity Trust, Estate Planning, Estate-Tax Exemption, Generation-Skipping Transfer

See all updates »

Financial Services Quarterly Report - First Quarter 2016: UK Investment Trust Companies for Credit Portfolios – Their Time Has Come

According to statistics published by the Association of Investment Companies (AIC), the UK trade association for closed-end investment companies, in 2015 net fundraising for closed-end investment companies, including investment…more

Asset Management, Credit, Financial Services Industry, Investment Portfolios, Investment Trust Companies

See all updates »

Ninth Circuit Extends Omnicare to Section 10(b) Overturning Prior Falsity Standard for Opinion Statements

As popular targets for investor suits, officers and directors of public companies have another tool to defend against securities class actions, and specifically claims relating to the recording of goodwill. On May 5, 2017, in…more

Material Misrepresentation, Omnicare, Pleading Standards, Section 11, Securities Exchange Act

See all updates »

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy…more

Compliance, Investment Adviser, Investment Management, Proxy Voting Guidelines, Securities and Exchange Commission (SEC)

See all updates »

Intra-EU Arbitral Award Enforced in the U.S. – Achmea Objection Dismissed by D.C. District Court for the First Time

A federal court in Washington, D.C. has recognized and enforced a US$331 million arbitral award against Romania under an intra-EU BIT—notwithstanding the objection of the European Commission that the award is incompatible with…more

Arbitration, Arbitration Awards, Bilateral Investment Treaties, Court of Justice of the European Union (CJEU), Enforcement Actions

See all updates »

New Belgian requirements for disclosure of beneficial ownership of legal entities – the "UBO Registry"

UBO Register: introduction and legal framework - In implementation of EU Directive 2015/849 (the 4th EU Anti-Money Laundering Directive) a centralized registry of Ultimate Beneficial Owners (“UBOs”) of Belgian legal entities…more

Anti-Money Laundering, Belgium, Beneficial Owner, Compliance, EU Directive

See all updates »

Volcker Rule Amendment: Trending Towards Flexibility

After much anticipation and expectation, on June 25, 2020, the Federal Reserve Board, CFTC, FDIC, OCC, and SEC (the “agencies”) finalized an amendment to Section 13 of the Bank Holding Company Act, commonly known as the Volcker…more

CFTC, FDIC, Federal Reserve, Securities and Exchange Commission (SEC), Volcker Rule

See all updates »

Things Are Not Always What They Appear in UK Commercial Contracts

Anti-oral variation clauses do not prohibit oral variation. The Court of Appeal in Globe Motors Inc v TRW Lucas Variety Electric Steering Ltd (“Globe Motors”) recently provided much overdue clarification on the…more

Appeals, Breach of Contract, Contract Disputes, Contract Terms, Oral Modification

See all updates »

In RE MFW Shareholders Litigation: Delaware Chancery Court Answers Novel Question of Law and Applies Business Judgment Rule to a Controlling Stockholder-backed Going-Private Merger

Addressing an unsettled area of Delaware law, the Delaware Court of Chancery (the “Chancery Court”) revisited the appropriate standard of review for a going-private merger with a controlling stockholder…more

Business Judgment Rule, Going-Private Transactions, Mergers, Shareholder Litigation, Shareholders

See all updates »

The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A transactions…more

Acquisition Agreements, Antitrust Provisions, Capital Markets, EU, Financial Institutions

See all updates »

White House Issues Sweeping Executive Order on AI: Key Takeaways

President Biden’s recent Executive Order on Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence: Establishes a federal government-wide effort to mitigate risks of improper AI development and use…more

Artificial Intelligence, Biden Administration, Consumer Protection Laws, Cybersecurity, Data Privacy

See all updates »

The Employment Edit - Issue 7 - Winter 2023

Welcome to the seventh edition of The Employment Edit – a summary of the most important recent cases and news affecting employers in the UK. We hope you find this newsletter helpful and informative…more

Court of Justice of the European Union (CJEU), Equality Act, EU, Holiday Pay, Regulatory Reform

See all updates »

Securities and Derivative Litigation: Quarterly Update - February 2024

As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick in…more

Banking Sector, Biotechnology, Class Action, Cryptocurrency, Derivatives

See all updates »

Upper Tribunal Affirms FTT Bluecrest Decision on LLP Salaried Member Rules

Asset managers established as LLPs will welcome the Upper Tribunal’s recent decision to uphold the decision of the First Tier Tax Tribunal (“FTT”) on the application of the salaried member rules in Bluecrest..…more

Appeals, Business Taxes, Dismissals, Employees, HMRC

See all updates »

Direct Lending Funds in Germany- Proposed Compliance Guidelines

As summarized in previous Dechert OnPoints, Germany has introduced a framework for direct lending funds in March 2016 by enacting the UCITS V Implementation Act (the "Act"). The changes implemented by the Act also allowed…more

AIFM, BaFin, Basel IV, Creditors, Debt Financing

See all updates »

SEC Adopts Significant Money Market Fund Reforms; Enhances Private Liquidity Fund Reporting on Form PF

The Securities and Exchange Commission, by a vote of 3 to 2, approved significant changes to Rule 2a-7 and other rules that govern money market funds under the Investment Company Act of 1940 on July 12, 2023. Among other things,…more

Investment Advisers Act of 1940, Liquidity, Money Market Funds, Securities and Exchange Commission (SEC), Swing Pricing

See all updates »

US District Court: Party to Arbitration Waived "Right to be Heard" Arguments

The U.S. District Court for the Northern District of Illinois issued an implicit warning to arbitration practitioners in the Urquhart v. Kurlan decision issued two weeks ago: choose your words carefully at the close of hearings,…more

Appeals, Arbitration, Arbitration Awards, CBOE, Implied Waivers

See all updates »

The EU succeeds in establishing a permanent investment court in its trade treaties with Canada and Vietnam

The European Commission has recently successfully negotiated a new trade pact with Canada (referred to as the Comprehensive Economic and Trade Agreement or ‘CETA’) and one with Vietnam (the ‘EU-Vietnam FTA’) which incorporate,…more

Bilateral Investment Treaties, Canada, CETA, Dispute Resolution, EU

See all updates »

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy…more

Corporate Counsel, Exclusions, New Guidance, Ordinary Course of Business Defense, Securities and Exchange Commission (SEC)

See all updates »

U.S. District Court Rules that AI-Generated Artwork is Not Eligible for Copyright Registration

Digital artwork created by an AI system has once again been denied U.S. copyright registration. The ruling in Thaler v. Perlmutter granted summary judgment to the Copyright Office and Shira Perlmutter, Register of Copyrights and…more

Artificial Intelligence, Authorship, Copyright, Copyright Applications, Copyright Office

See all updates »

New York Legislature Passes Profound and Sweeping Sexual Harassment Bill

The New York Legislature on June 19, 2019 unanimously passed expansive new protections for protected classes and special protections for employees who have been sexually harassed through a new bill — S.6577. According to its…more

Anti-Retaliation Provisions, Civil Rights Act, Domestic Workers, Employer Liability Issues, Faragher/Ellerth defense

See all updates »

New Year's Resolution: Tackling Russian Sanctions Evasion

Throughout December, the United States, European Union, and United Kingdom adopted a series of new sanctions packages against Russia that are expansive and multilayered and pose additional compliance challenges. The new…more

Compliance, Economic Sanctions, EU, Exports, Financial Institutions

See all updates »

Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid…more

Acquisitions, ASTM, Buyers, Contaminated Properties, Contract Terms

See all updates »

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling…more

False Statements, Infrastructure, Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 12

The Phantom-Case Menace: Managing the Use of AI in Court Filings - Last summer, we noted caution regarding two parallel ways generative AI tools are impacting courtroom practice: (1) lawyers using generative AI and…more

Artificial Intelligence, Environmental Protection Agency (EPA), Federal Industry Standards, Liability, Mass Tort Litigation

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 10

Senators Focus Attention on Litigation Funding’s Opacity - Building on the momentum we previously noted related to litigation funding, on September 14, Senator John Kennedy introduced the Protecting Our Courts from Foreign…more

CERCLA, Compliance, Consolidated Appropriations Act (CAA), Cybersecurity, Environmental Protection Agency (EPA)

See all updates »

NEWSFLASH: SEC IM Staff Updates Custody Rule FAQs to Address Issues Arising in Connection with Surprise Examinations and Certain Certificated, Privately Offered Securities due to the COVID-19 Coronavirus

A registered investment adviser (RIA) that has “custody” of client funds or securities must comply with the provisions of Rule 206(4)-2 under the Investment Advisers Act of 1940 (Rule), including those related to the use of a…more

Coronavirus/COVID-19, Custodian of Records, Custody Rule, Division of Investment Management, Filing Requirements

See all updates »

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential Controllers

The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the Board,…more

Appeals, Board of Directors, Breach of Duty, Business Litigation, Commercial Litigation

See all updates »

OFAC Releases Guidance on Cryptocurrency

The U.S. government has recently been active with respect to regulating cryptocurrencies. For its part, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) recently released guidance—issued in the form of…more

Bitcoin, Cryptocurrency, Economic Sanctions, ETFs, Executive Orders

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

2021 Trends in Trademarks

Big challenges in clearing new brands - U.S. trademark applications skyrocket - China accounts for 25 percent of U.S. filings - Fraudulent applications abound - “Are We Running Out of Trademarks?” The authors of a Harvard Law…more

Brand, Domain Names, Foreign Trademark, Trademark Application, Trademark Registration

See all updates »

Recent Developments in Cross-Border Insolvency Cases

Two recent cases out of the Third Circuit and the Southern District of New York highlight some of the developing formulas US courts are using when engaging with foreign debtors. In a case out of the Third Circuit, Vertiv v…more

Bankruptcy Court, China, Cross-Border, Foreign Bankruptcies, Insolvency

See all updates »

SEC Adopts Final Rules to Enhance the Reporting of Proxy Votes by Registered Management Investment Companies and Require the Reporting of Executive Compensation Votes by Institutional Investment Managers

On November 2, 2022, the Securities and Exchange Commission, by a three-to-two vote, adopted amendments to Form N-PX under the Investment Company Act of 1940, to improve the utility to investors of proxy voting information…more

Compliance, Disclosure Requirements, Executive Compensation, Final Rules, Investment Company Act of 1940

See all updates »

The U.S. Supreme Court Expands the Ministerial Exception

On July 8, 2020, in a 7–2 decision, the U.S. Supreme Court in Our Lady of Guadalupe School v. Morrissey-Berru expanded the “ministerial exception,” which allows religious organizations to avoid federal anti-discrimination laws…more

Age Discrimination, Americans with Disabilities Act (ADA), Appeals, Disability Discrimination, Employment Discrimination

See all updates »

Stage Set for Second-Ever Criminal Spoofing Trial

A judge in the District of Connecticut paved the way last month for what the U.S. Department of Justice (DOJ) has described as “the second spoofing case that will go to trial in the country.” By denying the defendant’s motion to…more

Algorithmic Trading, CFTC, Civil Conspiracy, Commodities, Commodities Traders

See all updates »

Economic Crime (Transparency and Enforcement) Act 2022 (the "Act") – Answering Your Questions

This note summarizes those provisions of the Act applicable to England and Wales that deal with the new register of overseas entities ("ROE") that has been established at Companies House in the UK. It seeks to identify and,…more

Beneficial Owner, Criminal Liability, Criminal Penalties, Due Diligence, Enforcement

See all updates »

The Claws are Sharpened – SEC finalizes Clawback Regulations under Dodd-Frank

The Securities and Exchange Commission (“SEC”) on October 26, 2022, adopted final rules1 directing national securities exchanges and associations,2 to establish listing standards that require public companies to develop and…more

Clawbacks, Compensation, Disclosure Requirements, Dodd-Frank, Final Rules

See all updates »

Dechert Cyber Bits - Issue 51

Biden Administration Issues Executive Order Restricting Bulk Transfers of U.S. Citizens' Personal Data to “Countries of Concern” - On February 28, 2024, President Biden issued an Executive Order (“EO”) to address the supposed…more

Biden Administration, California, Cybersecurity Framework, Data Privacy, Data Protection

See all updates »

Sweet Relief? SEC Exempts Fixed-Income Rule 144A Securities from Rule 15c2-11—But Questions Remain

On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public…more

Asset-Backed Securities, Broker-Dealer, Disclosure Requirements, Equity Securities, Exemptive Relief

See all updates »

The Regulation on Key Investor Documents for Packaged Retail and Insurance-Based Investment Products – Key Points for EU and Non-EU Asset Managers

In addition to the challenges of MiFID II, asset managers must also prepare for a new key information document regime for retail products. The Regulation on key information documents for packaged retail and insurance-based…more

Asset Management, EU, MiFID II, Packaged Retail And Insurance-Based Investment Products (PRIIPS), Regulation Technical Standards (RTS)

See all updates »

UK Government Proposes New Insider Dealing Powers in the Wholesale Energy Markets

The Department of Energy and Climate Change published a Consultation on 6 August 2014 seeking views on its proposals to introduce new criminal offences for insider dealing in and the manipulation of the wholesale energy markets…more

Energy Market, Energy Policy, EU, Insider Trading, Market Manipulation

See all updates »

BEA’s BE-180 Benchmark Survey of Financial Services Providers: Implications for U.S. CLO Managers

In September and October 2020, the U.S. Department of Commerce’s Bureau of Economic Analysis (BEA) is administering its next mandatory Benchmark Survey of Financial Services Transactions between U.S. Financial Services Providers…more

Asset Management, Banks, BE-180, BEA, Benchmarks

See all updates »

Historic Jury Verdict Finds Google Monopolized Google Play Store and Google Play Billing

A jury in the Northern District of California in Epic Games, Inc. v. Google LLP found that Google maintained an unlawful monopoly of the Google Play app store and Google Play Billing service in violation of Sections 1 and 2 of…more

Antitrust Provisions, Apple, California, Google, Jury Verdicts

See all updates »

Impact of New EU Securitisation Regulations on UCITS

The new EU securitisation regulations (Regulations)1 came into force on 17 January 2018, and will be directly applicable across the European Union from 1 January 2019. EU retail funds (Undertakings for Collective Investment in…more

AIFM, Capital Markets Union, Due Diligence, EU, Risk Retention

See all updates »

FDA Requires “Patient-Decision Checklists” for Breast Implants: What Could This Mean for Industry?

After two years of consideration, the FDA has restricted the sale of breast implants to healthcare providers that use an FDA-approved patient-decision checklist to discuss the benefits and risks of the implants with patients…more

Cosmetic Surgery, Failure To Warn, Food and Drug Administration (FDA), Medical Devices, Reconstruction

See all updates »

Reining In Overbroad Criminal Subpoenas – Is Some Relief In Sight?

In the wake of the national financial crisis, both the U.S. Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) publicly committed themselves to enhanced enforcement of federal financial laws…more

Criminal Prosecution, Department of Justice (DOJ), Securities and Exchange Commission (SEC), Subpoenas

See all updates »

Federal Regulators Adopt a New Policy Statement on Prudent Commercial Real Estate Loan Accommodations and Workouts

The OCC, FDIC, NCUA and Fed have adopted a new Policy Statement on Prudent Commercial Real Estate Loan Accommodations and Workouts. The new policy statement updates, expands on and supersedes existing guidance from 2009, and…more

Accounting Standards, Commercial Real Estate Market, FDIC, Federal Reserve, FFIEC

See all updates »

Something to Get ESGcited About?

The U.S. Department of Labor (the “DOL”) on December 1, 2022, released a new final regulation (the “Final Regulation”) generally relating to certain aspects of the prudence and loyalty duties under the fiduciary rules of the…more

Beneficiaries, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG), Permits

See all updates »

Dechert Provides Comments to the U.S. Antitrust Agencies on Proposed Changes to Hart-Scott-Rodino Premerger Filings

Dechert’s antitrust group submitted comments today to U.S. antitrust agencies on their proposed top-to-bottom overhaul of premerger antitrust filings made under the Hart-Scott-Rodino (HSR) Act. The Federal Trade Commission…more

Antitrust Provisions, Certifications, Department of Justice (DOJ), Disclosure Requirements, Draft Documents

See all updates »

COVID-19: International Trade Navigation

The outbreak of COVID-19 is impacting international trade as global markets deal with uncertain supply and companies and governments work to ensure personal safety while developing contingency plans for handling the virus. In…more

Breach of Contract, Bureau of Industry and Security (BIS), Coronavirus/COVID-19, Economic Sanctions, Export Controls

See all updates »

From the “Be Careful What You Ask For” Department: Was No News Good News?—IRS Issues Notice on Section 162(m)

The Internal Revenue Service (the “IRS”) recently issued Notice 2018-68 (the “Notice”) providing much-anticipated guidance on certain aspects of the “Tax Cuts and Jobs Act” (the “Act”) enacted in December 2017, which, among…more

Covered Employees, Executive Compensation, IRS, New Guidance, Pay-for-Performance

See all updates »

IRS Issues Proposed FATCA Regulations

On December 13, 2018, U.S. Department of the Treasury and the Internal Revenue Service released proposed regulations (the “Proposed Regulations”) that would amend the current regulations relating to the Foreign Account Tax…more

Common Reporting Standard (CRS), FATCA, Financial Institutions, Foreign Financial Institutions (FFI), HIRE Act

See all updates »

Are Critical Vendors Insulated from Preference Actions?

No, says the Delaware Bankruptcy Court in In re Maxus Energy Corp. In Maxus, the defendant, Vista Analytical Laboratory, Inc. (“Vista” or the “Defendant”), a designated critical vendor, sought summary judgement dismissing the…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Chapter 7, Commercial Bankruptcy

See all updates »

TAX REFORM: Federal Gift, Estate and Generation-Skipping Transfer Taxes - No Permanent Repeal, but Double Exemptions Create Significant Planning Opportunities

On December 22, 2017, President Trump signed into law new tax legislation (the “2017 Tax Bill”). The 2017 Tax Bill makes sweeping changes to the U.S. tax code, including a reduction in corporate tax rates, significant changes to…more

529 Plans, Charitable Donations, Estate Planning, Estate Tax, Generation-Skipping Transfer

See all updates »

SEC Adopts Share Repurchase Disclosure Rules

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must disclose…more

10b5-1 Plans, Disclosure Requirements, Federal Register, Final Rules, Foreign Private Issuers

See all updates »

Are Lockbox Lenders Subject to Implied Duties?

Recently, in In re Moon Group Inc., a bankruptcy court said no, but the district court, which has agreed to review the decision on an interlocutory appeal, seems far less sure. The bankruptcy court held that a lockbox…more

Advances, Appeals, Bankruptcy Court, Chapter 11, Chapter 7

See all updates »

SEC Proposes Relaxed Registration, Communications and Offering Requirements for Business Developments Companies and Registered Closed-End Funds

The U.S. Securities and Exchange Commission on March 20, 2019 proposed a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933, applicable to business…more

Business Development Companies, Closed-End Funds, Comment Period, Disclosure Requirements, Economic Growth Regulatory Relief and Consumer Protection Act

See all updates »

Private Equity Newsletter - Winter 2014: Is the Swim Worth It? Weighing a U.S. Listing as Exit Strategy

Over the past two years, Dechert has witnessed a noticeable increase in interest from non-U.S. companies in pursuing a listing of equity securities on a U.S. securities exchange. This has been due in part to the continued…more

Dodd-Frank, Exit Strategies, JOBS Act, Private Equity, Sarbanes-Oxley

See all updates »

Exploring DORA’s ICT Risk Requirements: Key Issues for Asset Managers

DORA became law in December 2022 but provides for a grace period until 17 January 2025 for organisations to put in place the necessary measures to comply. The new rules will require engagement from both an operational and…more

Asset Management, Audits, Cryptoassets, Cybersecurity, Enforcement

See all updates »

Is your Fund Documentation ready for the German Investment Tax Reform? – Transposition Deadline 30 June 2018 to be observed

At the beginning of 2018, a new German investment taxation regime entered into force (German Investment Tax Reform 2018). Under the new law, a new intransparent taxation regime for mutual investment vehicles and their investors…more

Deadlines, German Investment Tax Act (GITA), Germany, Investment Funds, Management Companies

See all updates »

SEC Staff Issues No-Action Letter on Hiring Affiliated Sub-Advisers without Shareholder Approval

The staff of the Division of Investment Management of the Securities and Exchange Commission (Staff) issued a no-action letter on July 9, 2019 regarding multi-manager exemptive relief for registered open-ended investment…more

Enforcement Actions, Investment Adviser, Investment Company Act of 1940, Investor Protection, No-Action Letters

See all updates »

COVID-19 Coronavirus: German Government Stimulus Package for Private Equity and Venture Capital-financed Companies

Both the German Federal Government and the German Federal States have enacted a variety of new financial support programs aimed at mitigating the economic consequences that the COVID-19 pandemic has on the German economy…more

Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Germany, Loan Applications

See all updates »

Ahhh… Miami! Sun, Sand and Commercial Real Estate

CREFC January 2022 – it was supposed to be the comeback conference. Everyone was pumped to spend a few days down south, getting together with their safely vaccinated clients, colleagues and friends. Meetings, mingling and mild…more

Capital Markets, Commercial Loans, Commercial Property Owners, Commercial Real Estate Market, CREFC

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

Réforme des opérations transfrontalières en France

Harmonisation du cadre juridique des opérations transfrontalières (fusions, scissions, apports partiels d'actifs, transformations) au sein de l'Union européenne. Renforcement de la protection des associés, créanciers et…more

Creditors, Cross-Border, EU, France, Fraud

See all updates »

New CSSF Circular on NAV Errors and Investment Rule Breaches

The CSSF has issued a new circular (Circular 24/856) aiming to protect investors in the event of certain errors and breaches. Circular 24/856 will enter into force on 1 January 2025 and will repeal circular 02/77…more

AIFs, CSSF, Data Breach, Investment, Investment Management

See all updates »

LIBOR Transition – The Moment the Market has Been Waiting For

On October 9, 2020, ISDA announced that on October 23, 2020 it will launch (1) the IBOR Fallbacks Supplement (Supplement) to the 2006 ISDA Definitions (Definitions) and (2) the ISDA 2020 IBOR Fallbacks Protocol (Protocol)...…more

Antitrust Division, Department of Justice (DOJ), Derivatives, Financial Conduct Authority (FCA), IBOR Fallbacks Supplement (Supplement)

See all updates »

Dechert's International Capital Markets Team In Conversation With...

Vienna Stock Exchange - In the latest issue of Dechert’s international capital markets team’s “In Conversation With…” series, partner Jennifer Rees and associate Kerenza Kerslake sit down with Matthias Szabo and Dimitrios…more

Austria, Environmental Social & Governance (ESG), EU, Eurobonds, Green Bonds

See all updates »

UK Court Rules Debtor Cannot Use Corporate Vehicle to Evade Liability

Section 423 of the Insolvency Act 1986 allows for the reversal of certain transactions at an undervalue that are intended to prejudice the interests of creditors. The scope of Section 423 is extensive and may be used to…more

Appeals, Creditors, Debtors, Fraud, Liability

See all updates »

Nasdaq Proposed Shareholder Approval Rules Update

Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the shareholder…more

Change of Control, Nasdaq, Private Placements, Public Comment, Publicly-Traded Companies

See all updates »

Reshaping UAE's Financial Landscape: The New Bankruptcy Law Explained

The United Arab Emirates has enacted Federal Decree – Law No. 51/2023 on Financial Restructuring and Bankruptcy (the “Bankruptcy Law”). The Bankruptcy Law aims to enhance economic activity and regional stability by improving…more

Bankruptcy Court, Insolvency, Restructuring, Settlement, United Arab Emirates (UAE)

See all updates »

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the ALI Principles of Corporate Governance

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a recommendation…more

Corporate Governance, Derivative Suit, Heinz, Shareholders

See all updates »

The Evolving Global Foreign Direct Investment and National Security Review Landscape

The national security and foreign direct investment (“FDI”) review landscape around the world is evolving rapidly. A pre-pandemic trend of active FDI reviews in countries around the world has gained momentum and resulted in the…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, National Security, OECD

See all updates »

Collateralized Fund Obligations (CFOs): The Technicolor Dreamcoat of Fund Finance

Over the past several years as Collateralized Loan Obligations (“CLOs”) reached new and dizzying heights in issuance volume, CFOs have been quietly, and under the radar, gaining market acceptance and momentum among asset…more

Asset-Based Lending, Cayman Islands, CFOs, Collateralized Fund Obligation (CFO), Confidentiality Agreements

See all updates »

Trademark Protection and Protected Speech In and Out of the Metaverse

The line between free speech and brand protection remains blurry after a February jury verdict in the NFT case of Hermès Int’l. v. Rothschild and the recent Supreme Court oral arguments in Jack Daniel’s Properties, Inc. v. VIP…more

Brand, Enforcement, First Amendment, Free Speech, Intellectual Property Protection

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

Delaware Supreme Court Confirms that Buyer and Sellers Can Allocate the Risk of Non-Intentional Fraud

In Express Scripts, Inc., et al. v. Bracket Holdings Corp., the Delaware Supreme Court, sitting en banc, reversed and remanded the decision of the Delaware Superior Court, holding unanimously that (i) although common law fraud…more

Buyers, DE Supreme Court, Fraud, Misrepresentation, Risk Allocation

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

Monetary Authority of Singapore Launches Singapore-Asia Taxonomy for Sustainable Finance

Following four rounds of public consultation, the Monetary Authority of Singapore (MAS) formally launched the Singapore-Asia Taxonomy (the Taxonomy) at COP28 on 3 December 2023. The Taxonomy is not designed to be an…more

Biodiversity, Climate Change, Energy Sector, Investment, Monetary Authority of Singapore

See all updates »

Biden Executive Order on Ensuring Responsible Development of Digital Assets: A Critical Opportunity to Shape Blockchain & Cryptocurrency Policy

On Wednesday, March 9, President Biden issued an Executive Order entitled Ensuring Responsible Development of Digital Assets. The President’s order represents the first time that the White House has sought to develop a…more

Biden Administration, Bitcoin, Blockchain, Central Bank Digital Currency (CBDCs), Cryptocurrency

See all updates »

ESMA Lends Support for a Harmonised European Framework for Loan Origination Funds

The European Securities and Markets Authority (“ESMA”) published its opinion on 11 April 2016 on the necessary elements for a harmonised European framework for loan origination by funds (the “Opinion”). The Opinion is issued to…more

EU, European Commission, European Securities and Markets Authority (ESMA), Investment Funds, Loan Origination Funds

See all updates »

Incentive Compensation Back Under the Regulatory Spotlight

Six U.S. federal agencies in late April and May revised and re-proposed rules that were originally proposed in 2011, to govern the incentive compensation practices at financial institutions with consolidated assets of at least…more

Board of Directors, Corporate Counsel, Corporate Governance, Covered Entities, Deferral Standard

See all updates »

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad Actors

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in…more

Bad Actors, Compliance, General Solicitation, Regulation D, Rule 506 Offerings

See all updates »

Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies

Last year marked an increase in federal securities class action filings, with plaintiffs filing 212 cases in 2023, up from 197 in 2022 and ending an overall decline in filings since 2019. Life sciences companies remained popular…more

10b5-1 Plans, Class Action, Conflicts of Interest, Food and Drug Administration (FDA), Fraud

See all updates »

Critical Questions in Times of Increasing Home Office Work During the COVID-19 Pandemic – a German Law Perspective

The COVID-19 coronavirus pandemic is currently forcing employers to rethink their usual working practices and adjust those practices to challenging circumstances. As a result, the number of employees working from home has…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, Germany, Public Health Emergency

See all updates »

International Capital Markets Newsletter: The ESG Edition - June 2021 – Issue 4: ESG Investing in Latin America: The Story So Far

In the midst of uncertainties caused by the COVID-19 pandemic, it has been possible to observe the expansion of sustainable investing, especially in Latin America. Over the past two years, investors have been seeing ESG…more

Capital Markets, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Green Finance

See all updates »

SEC Division of Examinations Releases 2024 Priorities

The SEC’s Division of Examinations (EXAMS) published its report on 2024 Examination Priorities on October 16, 2023. The 2024 Examination Priorities continue to reflect an examination program that is vigorous and broad in…more

Anti-Money Laundering, Broker-Dealer, Compensation, Compliance, Conflicts of Interest

See all updates »

DOJ Criminal Division Announces Pilot Program Targeting Corporate Compensation Arrangements

Last week, the Department of Justice (“DOJ”) announced a Compensation Incentives and Clawbacks Pilot Program (the “Pilot Program” or “Program”) that will apply to all corporate criminal resolutions with the Criminal Division…more

American Bar Association (ABA), Clawbacks, Compensation, Corporate Crimes, Department of Justice (DOJ)

See all updates »

Upper Tribunal Affirms FTT Bluecrest Decision on LLP Salaried Member Rules

Asset managers established as LLPs will welcome the Upper Tribunal’s recent decision to uphold the decision of the First Tier Tax Tribunal (“FTT”) on the application of the salaried member rules in Bluecrest..…more

Appeals, Business Taxes, Dismissals, Employees, HMRC

See all updates »

State Tax Update for Delaware Corporations

While the State of Delaware has numerous attractive aspects for entities that incorporate there (a flexible corporation statute, the well-respected Court of Chancery, a legislature that prioritizes the stability of Delaware’s…more

Business Taxes, Corporate Taxes, Franchise Tax Board, Franchise Taxes, State of Incorporation

See all updates »

Global Private Equity Newsletter - Winter 2020 Edition: Giving Birth to SOFR — LIBOR Pains?

The process of identifying and implementing a new benchmark rate of interest to replace LIBOR for U.S. Dollar-denominated loans is underway. On account of the widely reported charges of manipulation in connection with the…more

Bank Loan Markets, Benchmarks, Borrowers, Global Economy, Interest Rates

See all updates »

New Russian Presidential Decree Further Restricts Sales of Certain Russian Companies

Under the Decree, transactions resulting in the establishment, change, termination or encumbrance (directly or indirectly) of rights with respect to securities of certain Russian legal entities; shares (participatory interests)…more

Banks, Critical Infrastructure Sectors, Natural Resources, Oil & Gas, Presidential Decrees

See all updates »

The Developing Litigation Risks from the ESG Backlash in the United States

In the past year, environmental, social, and governance (“ESG”) practices have faced heightened scrutiny in the United States from state attorneys general, state and federal legislators, other government officials, and private…more

401k, Administrative Procedure Act, Asset Management, Department of Labor (DOL), Duty of Loyalty

See all updates »

Changes to Russian Labor Law Affect Payments to Employees

A number of significant amendments to Russian labor legislation entered into force on October 3, 2016. The amendments were introduced by Federal Law No.272-FZ “On Introducing Amendments to Certain Legislative Acts of the Russian…more

Bonuses, Corporate Counsel, Employer Liability Issues, Incentive Compensation, Russia

See all updates »

Inability to Agree on Safe Procedures for Source Code Review During Pandemic Leads to Stay of Litigation

Discovery disputes do not normally lead to a stay of litigation. But, in one recent patent infringement case, the parties’ inability to agree on a safe procedure for allowing the plaintiff’s expert to review the defendant’s…more

Business Travel, Confidential Information, Coronavirus/COVID-19, Defense Strategies, Discovery Disputes

See all updates »

Global Private Equity Newsletter - Winter/Spring 2018 Edition: Snapshot of Tax Act Changes for PE Funds and their Portfolio Companies

President Trump signed into law tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017. The Tax Act implemented the most far-reaching changes to the Internal Revenue Code (the…more

Base Erosion Tax, Business Expenses, Capital Gains, Carried Interest Tax Rates, Controlled Foreign Corporations

See all updates »

Department of Justice Broadens Aim on Spoofing Enforcement

The U.S. Department of Justice (DOJ) and the Commodity Futures Trading Commission (CFTC), in January, announced a wave of coordinated spoofing cases that the Acting Assistant Attorney General, John P. Cronan, described as the…more

Acquittals, CFTC, Civil Liability, Commodities Traders, Criminal Prosecution

See all updates »

Tornado Watch: Popular Cryptocurrency Mixer “Tornado Cash” Dealt Two Major Blows in a Week

Tornado Cash, a cryptocurrency mixer, recently suffered two major setbacks in federal regulatory efforts to block its use and prosecute its founders. First, a federal district court threw out a lawsuit challenging the…more

Cryptocurrency, Cyber Crimes, Decentralized Autonomous Organization (DAO), Department of Justice (DOJ), Foreign Entities

See all updates »

Delaware Superior Court Permits Use of Litigation Finance

The Delaware Superior Court recently denied a motion to dismiss an action based on a claim that the litigation financing used by the plaintiff constituted unlawful champerty and maintenance. The March 9, 2016, decision in Charge…more

DuPont, Litigation Funding, Motion to Dismiss

See all updates »

FinCEN Corporate Transparency Final Rule: Beneficial Ownership Information Reporting Requirements and the Potential Impact on Financial Institutions and Pooled Investment Vehicles

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) on September 29, 2022 issued a final rule (Final Rule) defining and implementing the beneficial ownership reporting requirements of Section 6403 of…more

Anti-Money Laundering, Beneficial Owner, Commodity Exchange Act (CEA), Corporate Transparency Act, Final Rules

See all updates »

Are You Ready for the Corporate Transparency Act?

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of The National Defense Authorization Act. The CTA mandates the establishment of a national registry requiring companies to disclose the…more

Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, FinCEN, NDAA

See all updates »

DAMITT Q3 2020: Trump/Biden U.S. Election Antitrust Preview; End of Brexit Transition Period in Sight

The Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) is a quarterly release from Dechert LLP reporting on trends in significant merger control investigations in the United States (U.S.) and European Union…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), EU, EU Merger Directive

See all updates »

China’s Cyberspace Administration announces first state level investigations under Cybersecurity Law

China’s Cyberspace Administration announced that it has commenced investigations into Tencent Wechat, Sina Weibo and Baidu Tieba for violation of China’s Cybersecurity Law late last week (11 August 2017). More particularly, the…more

China, Corporate Counsel, Criminal Prosecution, Cybersecurity, Enforcement Actions

See all updates »

Two Months to Midnight for Securitizations: The Corporate Transparency Act Drops on January 1, 2024

Corporate CLO issuers, regardless of whether they are organized onshore or offshore, should generally be exempt from Corporate Transparency Act reporting requirements, although onshore CLO co-issuers will likely be subject to…more

Asset-Backed Securities, Beneficial Owner, CMBS, Corporate Transparency Act, Financial Market Utilities

See all updates »

Investment Funds Update – Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - Issue 3, 2019: France

Eligibility of UK equities for French plan d’épargne en actions if Hard Brexit - In February, France passed an ordinance (the “Ordinance”) relating to the consequences of a no-deal Brexit. Article 4 provides the rules…more

AMF, Asset Management, CNIL, EU, France

See all updates »

PFAS: The Rising Tide of Regulatory Compliance and Litigation Risks

EPA Strengthens Focus on PFAS - Late last month, U.S. EPA finalized a rule requiring current and historical manufacturers and importers of perfluoroalkyl substances (PFAS) and PFAS-containing materials to report on PFAS uses,…more

CERCLA, Compliance, Enforcement, Environmental Protection Agency (EPA), Final Rules

See all updates »

Federal Trade Commission Proposes National Ban on Employee Non-Compete Agreements

The Federal Trade Commission began the new year by issuing a sweeping proposed rule banning all non-compete agreements between employers and employees. The proposed rule would add a new subchapter to the FTC Act, and would not…more

Biden Administration, Employment Contract, Executive Orders, Federal Trade Commission (FTC), FTC Act

See all updates »

Revised EU Guidance on Market Definition: Key points for the technology and other “innovative” sectors

After over 25 years, the European Commission (the “Commission”) has revised the guidance on market definition in antitrust and merger control investigations. The new guidance, most notably, reflects developments relating to…more

Antitrust Provisions, Capital Markets, Competition, EU, European Commission

See all updates »

Consultation paper on HKEx’s GEM Listing Reforms

On 26 September 2023, The Stock Exchange of Hong Kong Limited (the “HKEx”) published the consultation paper on the proposals for GEM listing reforms in Hong Kong. GEM (formerly known as the “Growth Enterprise Market”) was…more

Capital Formation, Consultation Papers, Hong Kong, Hong Kong Stock Exchange, Shareholders

See all updates »

UK Supreme Court Finds No Entitlement to a "Reasonable Fee" for Making a Business Introduction

The UK Supreme Court has found that an introducer of business was not entitled to any remuneration for a valuable introduction outside of circumstances expressly provided for in the contract. This judgment highlights the…more

Appeals, Contract Terms, Liquidation, UK, UK Supreme Court

See all updates »

State Attorney General Proposes Final Regulations in Connection with California Consumer Protection Act

The California Attorney General’s Office (California AG) submitted final proposed regulations (Regulations) under the California Consumer Privacy Act (CCPA) to the California Office of Administrative Law (CA OAL) on June 1,…more

California Consumer Privacy Act (CCPA), Consumer Privacy Rights, Cybersecurity, Data Collection, Data Management

See all updates »

The International Comparative Legal Guide To: Private Equity 2021: United States: Private Equity 2021

Overview - 1.1 What are the most common types of private equity transactions in your jurisdiction? What is the current state of the market for these transactions? U.S. private equity (“PE”) deal activity faced…more

Investment, Investment Portfolios, Investors, Private Equity, Private Equity Funds

See all updates »

Asset Management Litigation/Enforcement Flash Report

Especially in today’s economic and work environment, we find it helpful – and we therefore thought our clients would also find it helpful – to keep track of the important litigation and regulatory enforcement developments…more

Asset Management, Class Action, Coronavirus/COVID-19, Dodd-Frank, Enforcement Actions

See all updates »

U.S. Supreme Court Grants Cert Petition by CFPB, Regulatory Uncertainty Remains

On Monday, February 27, the U.S. Supreme Court granted the certiorari petition filed by the Consumer Financial Protection Bureau (“CFPB”) seeking review of the Fifth Circuit decision in Community Financial Services Association…more

Constitutional Challenges, Consumer Financial Protection Bureau (CFPB), Payday Lending Rule, Petition for Writ of Certiorari, SCOTUS

See all updates »

2024: Une nouvelle année d’élargissement du contrôle des investissements étrangers en France

Le 28 décembre 2023, un décret et un arrêté ministériel ont une nouvelle fois élargi à plusieurs égards le régime français de contrôle des investissements étrangers (IEF). Comme cela était attendu, le seuil d’acquisition…more

European Economic Area (EEA), Foreign Investment, France, Ministry of Finance, Non-EU Investors

See all updates »

Nouvelle réforme des lois anti-corruption en France : Les temps changent (de nouveau !)

Il y a presque cinq ans, la France a promulgué sa loi anti-corruption, dite loi Sapin II. Cette loi, considérée comme disruptive à l'époque, a introduit des innovations importantes, y compris la possibilité pour les entreprises…more

Anti-Corruption, Bribery, CJIP, Compliance Management Systems, Corruption

See all updates »

Hong Kong's New Listing Regime for Specialist Technology Companies

On 24 March 2023, the Stock Exchange of Hong Kong Limited (the “HKEx”) published the consultation conclusions on the proposals to create a listing regime for Specialist Technology Companies in Hong Kong. Prior to the…more

Cloud Storage, Hong Kong, Initial Public Offering (IPO), Investment, Research and Development

See all updates »

COVID-19 Coronavirus Business Impact: How to deal with private law contract enforcement issues under French law?

The global coronavirus disease (COVID-19) pandemic as well as the containment measures adopted by various countries, including France since 17 March 2020, affect all companies. Some of these are questioning their ability to…more

Affirmative Defenses, Breach of Contract, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

See all updates »

Synutra – A Practical Application of MFW or a Free Look for Controlling Stockholders?

In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in an…more

Appeals, Board of Directors, Business Judgment Rule, Controlling Stockholders, DE Supreme Court

See all updates »

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures

New conditions to the availability of the affirmative defense under the Rule 10b5-1(c)(1), including a cooling-off period before trading can begin for directors, officers, and other persons (other than issuers) - New…more

10b5-1 Plans, Certifications, Cooling-Off Rule, Disclosure Requirements, Enforcement

See all updates »

Private Funds in Ireland: A New Unauthorised Fund Structure?

The Minister for Finance on 21 December 2023 published a Progress Update on the review underway of the funds sector in Ireland (the “Review”). As part of the Review, a public consultation took place over the summer with the…more

Department of Finance, Fund Managers, International Standards, Investment Funds, Investors

See all updates »

CIS Legal Update - September 2013: The Supreme Arbitrazh Court Provides Case Studies on Defending Property Rights

In defending their property rights in the Russian Federation (the “RF”), plaintiffs sometimes fail to either establish the appropriate legal means to pursue a claim in court or correctly identify the defendant. In an attempt to…more

Private Property, Russia

See all updates »

COVID-19 Coronavirus: Fund Needs Cash? How about a Rights Offering?

Key Takeaways - Rights offerings serve as an attractive capital-raising option for issuers in need of liquidity, particularly for closed-end funds and business development companies (“BDCs”), which generally cannot issue…more

Backstop Agreements, Broker-Dealer, Business Development Companies, Capital Raising, Closed-End Funds

See all updates »

Financial Services Quarterly Report - Second Quarter 2016: The Société de Libre Partenariat: A New French Fund Alternative

The implementation of the AIFM Directive has afforded the French legislature the opportunity to simplify its range of regulated investment vehicles, with the aim of making France’s financial markets more attractive – both to…more

AIFM, Alternative Investment Funds, Asset Management, Financial Services Industry, Foreign Investment

See all updates »

To Retrofit or Not?

A hotly debated topic at this year’s MIPIM was strategies for the mitigation of carbon emissions within the real estate industry, including those emanating from the construction phase of new buildings or refurbishments, and from…more

Construction Industry, Energy Efficiency, Environmental Policies, Environmental Social & Governance (ESG), EU

See all updates »

CREFC Annual Conference: The Virtual Edition

Last week, over 4,200 of our closest friends met virtually for the annual January conference by the Commercial Real Estate Finance Council, which is usually held in Miami. While we have all learned to go without in the last…more

Commercial Loans, Commercial Real Estate Market, CREFC, Real Estate Financing, Real Estate Investments

See all updates »

Mass Tort Implications of FDA’s First of its Kind State Drug Importation Program

For the first time, FDA approved a proposal that allows for the importation of Canadian-approved pharmaceuticals into the U.S., the first program of its kind to allow a state’s importation of pharmaceuticals approved by a…more

Canada, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Health Canada, Jurisdiction

See all updates »

COVID-19 Coronavirus: Fund Needs Cash? How about a Rights Offering?

Key Takeaways - Rights offerings serve as an attractive capital-raising option for issuers in need of liquidity, particularly for closed-end funds and business development companies (“BDCs”), which generally cannot issue…more

Backstop Agreements, Broker-Dealer, Business Development Companies, Capital Raising, Closed-End Funds

See all updates »

The entry into force of the Digital Markets Act kicks off new era of digital regulation in Europe

On 12 October the Digital Markets Act (DMA)1  was published in the Official Journal of the European Union. The DMA will enter into force on 1 November 2022 and will apply as of 2 May 2023. The DMA introduces European-wide ex…more

Acquisitions, Competition, Compliance, Corporate Counsel, Digital Marketplace

See all updates »

THE TIME TO ACT IS NOW – House Ways and Means Committee Proposes Tax Changes: Significant Provisions Related to Estate Planning Included

On September 13, 2021, the House Ways and Means Committee formally released its proposed tax provisions to be incorporated into the broader budget reconciliation bill it hopes will pass in the near future (the “Tax Proposal”)…more

Capital Gains Tax, Estate Planning, Estate Tax, Generation-Skipping Transfer, Tax Exemptions

See all updates »

Volcker 2.0: Agencies Propose to Reduce Regulatory Burdens Imposed by the Volcker Regulations

After a long lead up, the five agencies (Agencies) with responsibility for the regulations that implement the Volcker Rule (Regulations) have issued a wide ranging proposal to tailor the application of the Regulations in order…more

Banking Sector, Banks, Comment Period, Covered Funds, Deregulation

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

A Case Study: How the Record Breaking Antitrust Penalty Against Qualcomm Transforms the Landscape of SEPs Licensing in China

The PRC National Development and Reform Commission (NDRC) finally concluded its antitrust investigations against Qualcomm and issued an administrative sanction on February 10, 2015, putting an end to the 16-month investigation…more

Abuse of Dominance, Antitrust Investigations, China, FRAND, License Agreements

See all updates »

Ninth Circuit Affirms Conviction in Harkonen, Rejects the Defendant’s “Off-Label” First Amendment Challenge

On March 4, 2013, a panel of the United States Court of Appeals for the Ninth Circuit issued its opinion in United States v. Harkonen,1 a case in which the CEO of a pharmaceutical company was prosecuted for transmitting…more

First Amendment, Free Speech, Marketing, Off-Label Promotion, Off-Label Use

See all updates »

SEC Proposes Amendments to Form PF (UPDATED)

The Securities and Exchange Commission on January 26, 2022 voted three to one to propose amendments to Form PF, a confidential reporting form for certain SEC-registered investment advisers to private funds. The amendments…more

Form PF, Investment Adviser, Private Funds, Proposed Amendments, Regulatory Agenda

See all updates »

Some FAQ News Under ERISA - The DOL Issues Two More Sets of "Investment Advice" Q&As

The U.S. Department of Labor (the “DOL”) released two additional sets of FAQs on January 13, 2017 regarding the new “investment advice” regulation and related exemptions (the “Rule”) under the fiduciary provisions of the…more

Best Interest Contract Exemptions, Consumer Protection Laws, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Exceptions

See all updates »

Global Private Equity Newsletter - Winter/Spring 2018 Edition: Recent Developments in Acquisition Finance - Did you just commit to a financing without realizing it?

The question of when parties to a potential transaction actually become bound to each other is obviously an important one, and sometimes the answer can be surprising, or less than entirely clear. A recent Texas Court of Appeals…more

Acquisition Finance, Acquisitions, Appeals, Bids, Borrowers

See all updates »

SEC 2018 Examination Priorities Match Chairman Clayton’s Priorities as Reflected in the Agency’s Budget Request

This year’s examination priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) were announced on February 6, 2018, and cover five broad, albeit…more

Anti-Money Laundering, Budgets, Compliance, Cryptocurrency, Cybersecurity

See all updates »

Running on Empty: A 10-Point Plan for the Aviation and Transportation Industry as It Meets the Challenges and Opportunities Presented by the COVID-19 Coronavirus Crisis

All forms of movement are under serious threat in the current global climate: with an estimated 1/4 of the world’s population in lock down, this unprecedented government intervention has slashed passenger demand and halted the…more

Automotive Industry, Aviation Industry, Best Practices, Coronavirus/COVID-19, Cruise Ships

See all updates »

Use It or (Potentially) Lose It: Inflation Hikes Provide Unprecedented Estate Planning Opportunities

There are more estate planning opportunities as a result of inflation-adjusted figures recently released by the IRS. The gift, estate, and generation-skipping transfer (“GST”) tax exemption amounts are each increasing to…more

Beneficiaries, Charitable Lead Annuity Trust, Estate Planning, Estate-Tax Exemption, Generation-Skipping Transfer

See all updates »

Trademark Protection and Protected Speech In and Out of the Metaverse

The line between free speech and brand protection remains blurry after a February jury verdict in the NFT case of Hermès Int’l. v. Rothschild and the recent Supreme Court oral arguments in Jack Daniel’s Properties, Inc. v. VIP…more

Brand, Enforcement, First Amendment, Free Speech, Intellectual Property Protection

See all updates »

Impacts of COVID-19 on the Performance of Contracts Under German Law

Key Messages - COVID-19 constitutes a Force Majeure event - if epidemics or pandemics are expressly provided for in the agreement as qualified Force Majeure circumstances and - if acts or orders of the German…more

Commercial Contracts, Commercial Leases, Commercial Tenants, Contract Modification, Contract Termination

See all updates »

SEC Adopts Final, Comprehensive Climate Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted on a 3-2 vote its long-awaited, comprehensive rules for enhancing and standardizing climate-related disclosures by public companies in periodic…more

Climate Change, Compliance, Disclosure Requirements, Environmental Social & Governance (ESG), Final Rules

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

COVID-19 Coronavirus Business Impact: How to deal with private law contract enforcement issues under French law?

The global coronavirus disease (COVID-19) pandemic as well as the containment measures adopted by various countries, including France since 17 March 2020, affect all companies. Some of these are questioning their ability to…more

Affirmative Defenses, Breach of Contract, Contract Negotiations, Contract Terms, Coronavirus/COVID-19

See all updates »

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange…more

Broker-Dealer, Final Rules, Private Funds, Proprietary Trading, Registered Investment Advisors

See all updates »

DOT Releases New Federal Guidance for Automated Driving Systems

The U.S. Department of Transportation released new federal guidance for Automated Driving Systems (ADSs) on September 12, 2017. The new Voluntary Guidance—titled “Automated Driving Systems 2.0: A Vision for Safety”—replaces the…more

Automotive Industry, Data Recording, Department of Transportation (DOT), Driverless Cars, Federal Automated Vehicles Policy

See all updates »

AIFMD - Review: Geplante Änderungen der AIFM-Richtlinie – Auswirkungen auf Kreditfonds

Der aktuelle Stand im EU-Normgebungsverfahren - Der Europäische Rat hat am 6. November 2023 seine mit Spannung erwartete finale Fassung des Beschlusstextes zur Änderung der AIFMD- und der OGAW-Richtlinie (AIFMD II) in Bezug…more

Alternative Investment Fund Managers Directive (AIFMD), Credit, EU, European Securities and Markets Authority (ESMA), Investment

See all updates »

New EU Guidelines: Agreements Among Competitors

The European Commission has published new guidance and related regulations concerning cooperation among competitors, under Article 101 of the Treaty on the Functioning of the European Union (TFEU). These replace instruments in…more

Algorithms, Climate Change, Competition, Corporate Counsel, EU

See all updates »

Buyer Beware: The Federal Common Law of Successor Liability Can Create Unexpected Liability

Key Takeaways: The Third, Sixth, Seventh, and Ninth Circuit Courts of Appeals have recognized the doctrine of federal common law successor liability for claims brought under certain federal labor and employment statutes,…more

Asset Purchaser, Corporate Counsel, Due Diligence, Successor Liability

See all updates »

SEC Staff Grants a Closed-End Fund No-Action Relief Under Rule 486(b) Covering Securities Other Than Common Stock

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) on February 14, 2018 issued a no-action letter (Letter) that would specifically permit the requesting…more

Amended Rules, Closed-End Funds, Common Stock, Division of Investment Management, Enforcement Actions

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

Foreign Direct Investment (FDI) control in the United Kingdom

The UK has become one of the latest in a line of countries around the world to tighten FDI screening rules in the context of the COVID-19 pandemic. The legislative changes that were passed recently affect the rules in two…more

Artificial Intelligence, Coronavirus/COVID-19, Critical Infrastructure Sectors, Cryptography, Foreign Acquisitions

See all updates »

U.S. Supreme Court Rejection of the “Scope of the Patent” Test in FTC v. Actavis Has Wide-Ranging Implications

Key Points: - Patent settlements must be analyzed under the rule of reason, requiring a full analysis of the net competitive effects - Payments to an alleged infringer may be permissible if justified by, for…more

Actavis Inc., Federal Trade Commission (FTC), FTC v Actavis, Generic Drugs, Hatch-Waxman

See all updates »

Federal Court Holds DAO Members Can Be Treated as General Partners Subject to Joint and Several Liability

A Southern District of California federal district court in Sarcuni v. bZx DAO held on March 27, 2023, that decentralized autonomous organizations (“DAOs”), which are member-owned communities that maintain financial records and…more

Blockchain, Cryptocurrency, Decentralized Autonomous Organization (DAO), Decentralized Finance (DeFi), Digital Assets

See all updates »

Hong Kong: HKEX Proposes to Raise Main Board Profit Threshold

Hong Kong Exchanges and Clearing Limited (the “HKEx”) on 27 November 2020 issued a consultation paper outlining its proposal to increase the profit requirement for listing of shares on the Main Board of HKEx (the “Proposed…more

Corporate Governance, Financial Markets, HKEx, Hong Kong, Hong Kong Stock Exchange

See all updates »

The Evolving Global Foreign Direct Investment and National Security Review Landscape

The national security and foreign direct investment (“FDI”) review landscape around the world is evolving rapidly. A pre-pandemic trend of active FDI reviews in countries around the world has gained momentum and resulted in the…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, National Security, OECD

See all updates »

Summary of the Federal Reserve Main Street Lending Program (UPDATED)

The Federal Reserve Bank (the “Fed”) and the U.S. Department of the Treasury (the “Treasury”) announced preliminary details for the Main Street Lending Program (the “MSLP”) on April 9, 2020. Additional details and guidance as…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

See all updates »

Financial Services Quarterly Report - Fourth Quarter 2015: Developments in the Luxembourg Financial Sector

The Luxembourg government recently launched the “reserved alternative investment fund” – a new form of Luxembourg AIF that does not require prior approval from the Luxembourg supervisory authority, the CSSF. In other…more

AIF, Bonds, CSSF, Diversification Requirements, Financial Services Industry

See all updates »

The Shenzhen–Hong Kong Stock Connect

The Securities and Futures Commission of Hong Kong (SFC) and the China Securities Regulatory Commission (CSRC) issued a joint announcement on 25 November 2016 approving the launch of the long-awaited Shenzhen-Hong Kong Stock…more

China, Cross-Border Transactions, ETFs, Global Market, Hong Kong

See all updates »

Conditional Fee Arrangements Likely Soon to be Allowed in Singapore and Hong Kong

Presently, Singapore and Hong Kong law prohibits lawyers from entering into outcome-related fee arrangements with their clients because of the common law rule against maintenance and champerty. The traditional rationale for the…more

Arbitration, Business Litigation, Champerty, Hong Kong, International Litigation

See all updates »

UK Financial Conduct Authority Introduces Financial Promotions Gateway

In December 2022, the Financial Conduct Authority (“FCA”) carried out a consultation on the introduction of a new regulatory gateway for firms who approve financial promotions. On 12 September 2023, the FCA published Policy…more

False Claims Act (FCA), Financial Promotions, FSMA, Investment, New Rules

See all updates »

China’s Supreme People’s Court Recently Issued its Judicial Guidance Opinions on Adjudication of COVID-19 Related Cases

On April 16, 2020, the Supreme People’s Court of China (the “SPC”) issued the Guiding Opinions of the SPC on Several Issues Concerning Proper Trial of Civil Cases Involving COVID-19 (I) (the “COVID-19 Opinions”), providing a…more

Arbitration, Breach of Contract, China, Consumer Protection Laws, Employment Litigation

See all updates »

NYSE Arca and BATS Adopt Generic Listing Standards for Active Exchange-Traded Funds, Which May Expedite Fund Launches

NYSE Arca, Inc. and BATS BZX Exchange, Inc. (each, an Exchange) separately received U.S. Securities and Exchange Commission (SEC) approval on July 22, 2016 to adopt generic listing standards for exchange-traded funds (ETFs) that…more

BATS Exchange, Derivatives, Equity Securities, ETFs, Fixed Income Investments

See all updates »

The EU succeeds in establishing a permanent investment court in its trade treaties with Canada and Vietnam

The European Commission has recently successfully negotiated a new trade pact with Canada (referred to as the Comprehensive Economic and Trade Agreement or ‘CETA’) and one with Vietnam (the ‘EU-Vietnam FTA’) which incorporate,…more

Bilateral Investment Treaties, Canada, CETA, Dispute Resolution, EU

See all updates »

AIFMD 2.0: A Focus on Existing Funds That Originate Loans (Transitional Provisions)

AIFMD 2.0 enters into force today –15 April 2024. Member States have 24 months to transpose the provisions into national law, meaning that AIFMD 2.0 will take effect from 16 April 2026…more

AIFs, Alternative Investment Fund Managers Directive (AIFMD), European Economic Area (EEA), Investment Adviser, Loans

See all updates »

FTC/DOJ Release Proposed Update to International Enforcement Guidelines: 14 Important Questions

The two federal antitrust agencies, the Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ) jointly issued a proposed update to the Agencies’ 1995 Antitrust Guidelines for…more

Antitrust Violations, Cartels, Comity, Component Parts Doctrine, Conflicts of Laws

See all updates »

CIES to boost the appeal of Hong Kong funds

The New Capital Investment Entrant Scheme (New CIES)1 was launched on 1 March 2024 aiming to attract high net worth investors (including foreign and Chinese nationals) to reside in Hong Kong with a permanent residency status…more

Appeals, Applications, Asset Management, Foreign Investment, Hong Kong

See all updates »

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling…more

False Statements, Infrastructure, Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

See all updates »

Initiatives to Increase Communication Between the USPTO and the FDA Concerning Pharmaceutical Patent Applications

President Biden, in July 2021, issued an Executive Order (“E.O.”) observing that “too often, patent and other laws have been misused to inhibit or delay — for years and even decades — competition from generic drugs and…more

Abbreviated New Drug Application (ANDA), Biden Administration, Executive Orders, Federal Food Drug and Cosmetic Act (FFDCA), FOIA

See all updates »

Starting a Hedge Fund in 2015

Hedge funds are well into the transition from bastions of alternative investment to being accepted into the mainstream investment marketplace. It is now estimated that global hedge fund assets under management amount to in…more

Alternative Investment Fund Managers Directive (AIFMD), Capital Gains, Employee Retirement Income Security Act (ERISA), EU, European Economic Area (EEA)

See all updates »

New Treasury Regulations Curtail Planning Opportunities for Partnership Structures

The U.S. Treasury Department and the Internal Revenue Service issued final and temporary regulations (the “2016 Regulations”) on October 5, 2016 addressing the partnership disguised sale and debt allocation rules. The 2016…more

Capital Expenditures, Debt, Debt Financing, Disguised Sales, Final Rules

See all updates »

Term Asset-backed Securities Loan Facility (“TALF”) Funds Resources

Why is TALF a good opportunity? Simply put, based on TALF 1.0 (the initial version of the program in effect during 2009–2010), we expect there to be in excess of 100 new TALF funds established as part of TALF 2.0 in 2020,…more

Asset-Backed Securities, Borrowers, Coronavirus/COVID-19, Federal Reserve, Investment Funds

See all updates »

Dechert Re:Torts - Issue 8 | Key Developments in Product Liability and Mass Torts

Advances in Videoconferencing Do Not Change the Subpoena Power of the Court - In In re Kirkland, 2023 WL 4777937 (9th Cir. July 27, 2023), the Ninth Circuit held that a district court could not subpoena testimony outside the…more

Asbestos, Causation, Department of Justice (DOJ), Drinking Water, PFAS

See all updates »

Historic Jury Verdict Finds Google Monopolized Google Play Store and Google Play Billing

A jury in the Northern District of California in Epic Games, Inc. v. Google LLP found that Google maintained an unlawful monopoly of the Google Play app store and Google Play Billing service in violation of Sections 1 and 2 of…more

Antitrust Provisions, Apple, California, Google, Jury Verdicts

See all updates »

The New Terrorism Risk Insurance: Still a Cost of Doing Business

TRIA is back. - On November 26, 2002, in the wake of the September 11th attacks, President Bush signed the Terrorism Risk Insurance Act of 2002 (TRIA), and with it, breathed life into a new player in the catastrophic…more

Amended Legislation, Commercial Insurance Policies, Corporate Counsel, Property Insurance, Terrorism Insurance

See all updates »

CFPB Issues Two Final Rules: A Change to the General Qualified Mortgage Rule and the Seasoned Qualified Mortgage Rule

The Consumer Financial Protection Bureau (“CFPB”) recently issued two final rules aimed at bolstering the Qualified Mortgage (“QMs”) market. The first final rule amends the general eligibility category of QMs (“General QMs”)…more

Ability-to-Repay, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fannie Mae, Financial Regulatory Reform

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

Dechert Provides Comments to the U.S. Antitrust Agencies on Proposed Changes to Hart-Scott-Rodino Premerger Filings

Dechert’s antitrust group submitted comments today to U.S. antitrust agencies on their proposed top-to-bottom overhaul of premerger antitrust filings made under the Hart-Scott-Rodino (HSR) Act. The Federal Trade Commission…more

Antitrust Provisions, Certifications, Department of Justice (DOJ), Disclosure Requirements, Draft Documents

See all updates »

Reshaping UAE's Financial Landscape: The New Bankruptcy Law Explained

The United Arab Emirates has enacted Federal Decree – Law No. 51/2023 on Financial Restructuring and Bankruptcy (the “Bankruptcy Law”). The Bankruptcy Law aims to enhance economic activity and regional stability by improving…more

Bankruptcy Court, Insolvency, Restructuring, Settlement, United Arab Emirates (UAE)

See all updates »

Central Bank of Ireland CP130 - Treatment, Correction and Redress of Errors in Investment Funds

In September 2019, the Central Bank of Ireland (the Central Bank) published CP130, a consultation paper on the proposed regulatory framework (the Framework) for the treatment, correction and redress of errors in investment funds…more

AIFs, Asset Management, Central Bank of Ireland, Corrective Actions, Fund Management Companies

See all updates »

SEC Approves Nasdaq Board Diversity Rules

On August 6, 2021, the U.S. Securities and Exchange Commission approved rule changes proposed by The Nasdaq Stock Market LLC related to board diversity and disclosure. The board diversity proposal, as approved by the SEC,…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

EU Calls for Greater Scrutiny of Foreign Investments in Strategic Sectors

In his State of the European Union speech on September 13, 2017, the President of the European Commission (the “EC”), Jean-Claude Juncker, announced a proposed regulation which would create a new framework for closer cooperation…more

Antitrust Provisions, CFIUS, EU, EUMR, Foreign Acquisitions

See all updates »

Delaware Books and Records Demands in 2023: Protections and Pitfalls for Companies

The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220. In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a proper…more

Board of Directors, Books & Records, Burden of Proof, Corporate Counsel, Delaware

See all updates »

European Commission report on securitisation regulation says EU investors may not invest in securitisations if the sell-side entities are not in compliance with EU reporting standards

On 10 October 2022, the European Commission (the “Commission”) published a long-awaited report on the Securitisation Regulation (the “Commission Report”). Among other things, the Commission Report responded to a request by the…more

AIFM, AIFs, Due Diligence, EU, European Banking Authority (EBA)

See all updates »

Dechert Re:Torts - Issue 14

A Prescription for Liability: Michigan Repeals Flagship Drug Immunity Law - Michigan’s recent repeal of immunity provisions under its Product Liability Act has potentially significant implications for pharmaceutical…more

Appeals, Artificial Intelligence, Bribery, Canada, Compliance

See all updates »

PSC Register – The Next Step in UK Corporate Transparency

UK companies and LLPs will be required to keep a register of people with “significant control” over the company (the “PSC Register”) from 6 April 2016 which will be publically accessible and will need to be filed at Companies…more

Corporate Counsel, Filing Requirements, Limited Liability Partnerships, Person with Significant Control (PSC Register), Small Business

See all updates »

The importance of aggregation clauses in professional clauses in professional indemnity insurance policies

UK Supreme Court clarifies effect of aggregation wording: AIG Europe Limited v Woodman - In a long awaited judgment, which will affect all organisations with professional indemnity insurance, the Supreme Court has clarified…more

Aggregation Rules, Contract Terms, Errors and Omissions Policy, Indemnity Insurance, Professional Liability Insurance

See all updates »

Reshaping UAE's Financial Landscape: The New Bankruptcy Law Explained

The United Arab Emirates has enacted Federal Decree – Law No. 51/2023 on Financial Restructuring and Bankruptcy (the “Bankruptcy Law”). The Bankruptcy Law aims to enhance economic activity and regional stability by improving…more

Bankruptcy Court, Insolvency, Restructuring, Settlement, United Arab Emirates (UAE)

See all updates »

CIS Legal Update - September 2013: Summary of Key Changes to the Russian Civil Code

The Russian Civil Code (the “Civil Code”), one of the fundamental laws underlying most Russian legislation, is now undergoing a number of important changes that will likely affect all companies doing business in Russia. Due to…more

Proposed Legislation, Russia, Russian Civil Code

See all updates »

New UAE Foreign Direct Investment law: a long-awaited investor-friendly change

The United Arab Emirates (UAE) has adopted a new Foreign Direct Investment law (the “FDI Law”) which constitutes a significant change to the foreign ownership restrictions currently in force in the UAE…more

Foreign Direct Investment, Foreign Investment, United Arab Emirates (UAE)

See all updates »

District Court Authorized Defendant Served — By Tweet

Your motion to serve the influencer defendant by tweet is hereby GRANTED. On May 2, 2023, in a class action lawsuit brought by FTX investors against social media influencers who allegedly promoted such investments and shared…more

Class Action, Federal Rules of Civil Procedure, Influencers, Investment, Investors

See all updates »

The Essential Guide to UK Real Estate

This Essential Guide provides an overview of the legal and regulatory issues likely to affect developers, occupiers and investors in UK real estate. Real estate - Real estate law in England and Wales can trace its…more

Arbitration Agreements, Conservation, Construction Industry, Intellectual Property Protection, Land Owners

See all updates »

FinCEN Issues Advisory on Widespread Public Corruption in Venezuela

The Financial Crimes Enforcement Network (FinCEN) released an advisory on September 20, 2017, to alert financial institutions of widespread public corruption in Venezuela and the methods Venezuelan senior political figures may…more

Anti-Money Laundering, Banks, BSA/AML, Corruption, Due Diligence

See all updates »

Conditional Fee Arrangements Likely Soon to be Allowed in Singapore and Hong Kong

Presently, Singapore and Hong Kong law prohibits lawyers from entering into outcome-related fee arrangements with their clients because of the common law rule against maintenance and champerty. The traditional rationale for the…more

Arbitration, Business Litigation, Champerty, Hong Kong, International Litigation

See all updates »

Dechert's Global Private Equity 2022 Highlights

Despite rising interest rates, global geopolitical risk and uncertainty surrounding a looming recession, 2022 remained a robust and fascinating year for the PE industry. Dechert’s PE practice worked alongside our clients to…more

Environmental Social & Governance (ESG), Healthcare, Infrastructure, Interest Rates, Investigations

See all updates »

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange…more

Broker-Dealer, Final Rules, Private Funds, Proprietary Trading, Registered Investment Advisors

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

Dechert Cyber Bits - Issue 31

SEC Proposes Significant Updates to Regulation S-P and Cyber Risk Management Rule for Market Entities - At an open meeting on March 15, 2023, the Securities and Exchange Commission (the “Commission) issued a release and voted…more

Colorado, Cybersecurity, EU, European Court of Justice (ECJ), European Data Protection Board (EDPB)

See all updates »

SCA Updates – Public Offering of Foreign Funds in the UAE – Extension of the Grace Period

The Securities and Commodities Authority of the United Arab Emirates (“SCA”) has announced that the grace period granted to foreign funds registered with SCA for a public offering has now been extended to 31 March 2024, provided…more

Securities and Commodities Authority (SCA), United Arab Emirates (UAE)

See all updates »

BEA’s BE-12 Benchmark Survey of Foreign Direct Investments in the United States: Implications for U.S. Asset Managers

Financial services providers that are subsidiaries of a non-U.S. parent (or that have received substantial direct investment from abroad) should evaluate whether they are required to file the Benchmark Survey of Foreign Direct…more

Asset Management, BEA, Financial Services Industry, Foreign Direct Investment, Form BE-12

See all updates »

Dechert Provides Comments to the U.S. Antitrust Agencies on Proposed Changes to Hart-Scott-Rodino Premerger Filings

Dechert’s antitrust group submitted comments today to U.S. antitrust agencies on their proposed top-to-bottom overhaul of premerger antitrust filings made under the Hart-Scott-Rodino (HSR) Act. The Federal Trade Commission…more

Antitrust Provisions, Certifications, Department of Justice (DOJ), Disclosure Requirements, Draft Documents

See all updates »

Changes to EU Privacy Law: the General Data Protection Regulation

On 27 April 2016, following a prolonged legislative process over some four years, the European Council and Parliament finally adopted a new data protection law: the General Data Protection Regulation (GDPR). The GDPR was first…more

Amended Regulation, Data Protection Authority, EU, General Data Protection Regulation (GDPR), International Data Transfers

See all updates »

Dechert's Global Private Equity 2022 Highlights

Despite rising interest rates, global geopolitical risk and uncertainty surrounding a looming recession, 2022 remained a robust and fascinating year for the PE industry. Dechert’s PE practice worked alongside our clients to…more

Environmental Social & Governance (ESG), Healthcare, Infrastructure, Interest Rates, Investigations

See all updates »

Georgian International Arbitration Centre Adopts New Arbitration Rules

The Georgian International Arbitration Centre (“GIAC”) has recently finalised the GIAC Arbitration Rules (“GIAC Rules”), following the completion of the work of the Commission for Final Revision of the Arbitration Rules (the…more

International Arbitration, International Chamber of Commerce (ICC), New Regulations

See all updates »

Securities and Derivative Litigation: Quarterly Update - July 2023

Examine a major Ninth Circuit decision affirming dismissal of a Section 14(a) derivative action based on a forum-selection clause; Highlight the Third Circuit’s adoption of the Omnicare standard for securities fraud claims;…more

Books & Records, Capitalization, Class Action, Coinbase, Cryptocurrency

See all updates »

Private Equity in the United Kingdom - 2020 Edition

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory…more

Alternative Investment Fund Managers Directive (AIFMD), Buyouts, Cross-Border Transactions, Equity Financing, Private Equity

See all updates »

SEC's Focus on Private Equity Firms Continues with Recent Action

A settled enforcement action, announced by the U.S. Securities and Exchange Commission (SEC) on September 14, 2016, continues the trend of increased SEC scrutiny of private equity advisers concerning the allocation and…more

Cease and Desist Orders, Conflicts of Interest, Disclosure Requirements, Discounts, Dodd-Frank

See all updates »

Brexit Manoeuvres: Potential Implications of a "Hard Brexit" for Fund Managers: A UK Perspective - October 2019

This note sets out at a high level the potential impact of the United Kingdom’s (“UK”) exit (“Brexit”) from the European Union (“EU”) without a negotiated agreement on UK and European Economic Area (“EEA”) (a) alternative…more

AIFM, AIFMD Passport, AIFs, Alternative Investment Fund Managers Directive (AIFMD), Central Bank of Ireland

See all updates »

Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies

Last year marked an increase in federal securities class action filings, with plaintiffs filing 212 cases in 2023, up from 197 in 2022 and ending an overall decline in filings since 2019. Life sciences companies remained popular…more

10b5-1 Plans, Class Action, Conflicts of Interest, Food and Drug Administration (FDA), Fraud

See all updates »

French Ministry of Justice issues additional guidance which confirms that France will continue to be an active player in anti-corruption enforcement

Since the enactment of Sapin II, the lead French investigating and prosecuting agencies have entered into eleven Conventions Judiciaire d’Intérêt Public (“CJIPs”), which are the French equivalent of deferred prosecution…more

Anti-Competitive, Antitrust Provisions, CJIP, Competition, Corporate Misconduct

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

SEC Division of Examinations Issues Risk Alert Regarding ESG Investing

The staff of the SEC’s Division of Examinations (Division) released a risk alert on April 9, 2021 (Risk Alert).1 The Risk Alert discusses the staff’s observations following its recent examinations of investment advisers, as well…more

Asset Management, Environmental Social & Governance (ESG), Investment, Investment Adviser, Investors

See all updates »

COVID-19 Coronavirus: Will Global Pandemic Excuse Contractual Performance?

A Review of U.S. Law on Force Majeure, Frustration of Purpose, Impracticability and Impossibility - The current outbreak of COVID-19 coronavirus, recognized by the World Health Organization as a global pandemic, has already…more

Affirmative Defenses, Breach of Contract, Commercial Contracts, Coronavirus/COVID-19, Force Majeure Clause

See all updates »

Delaware Court of Chancery Finds Tesla’s Acquisition of SolarCity “Entirely Fair”

The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an…more

Acquisition Agreements, Breach of Duty, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

See all updates »

"Tag, You’re It": U.S. Supreme Court Denies Certiorari on Corporate Tag Jurisdiction Appeal

The Supreme Court recently denied certiorari in a case that presented the issue of whether corporate “tag” jurisdiction, which arises from serving a corporate executive temporarily present in the relevant territory (say, the…more

Corporate Counsel, Denial of Certiorari, Jurisdiction, Personal Jurisdiction, Popular

See all updates »

Pfizer and Flynn Pharma fined €101 million for charging the UK health service excessive prices for Phenytoin sodium capsules, an anti-epilepsy drug

The UK Competition and Markets Authority (“CMA”) recently published its infringement decision of 7 December 2016 that imposed a fine on Pfizer and Flynn Pharma (“Flynn”) for abusing their respective dominant positions by…more

Abuse of Dominance, Antitrust Investigations, Appeals, Cancer, Drug Pricing

See all updates »

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange…more

Broker-Dealer, Final Rules, Private Funds, Proprietary Trading, Registered Investment Advisors

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

New York Foreclosure Abuse Prevention Act Update: Latest Challenges and Implications

Just over a year has passed since the enactment of the New York Foreclosure Abuse Prevention Act (“FAPA”). FAPA was enacted as a response to the New York Court of Appeals’ 2021 holding in Freedom Mortg. Corp. v. Engel, 37 N.Y.3d…more

Foreclosure, Investors, Mortgage-Backed Securities, New York

See all updates »

Mortgage Loan Repurchase Facilities: A Brief Overview of a Frequently Used Financing Structure

A mortgage loan repurchase facility (more casually referred to as a “repo”) is a financing structure commonly utilized to finance mortgage loans. These facilities are utilized by both residential and commercial mortgage loan…more

Bankruptcy Code, Financial Institutions, Loans, Mortgages, Purchase Agreement

See all updates »

SEC Proposes Conditional Registration Exemption for Finders

The Securities and Exchange Commission voted 3-2 on October 7, 2020 to publish for comment a proposed conditional exemption (Proposed Exemption), which would allow a natural person to act as a “finder” to connect accredited…more

Accredited Investors, Exemptions, Finders, Private Offerings, Proposed Rules

See all updates »

FSOC Relaxes Process to Designate Nonbanks as Systemically Important

The Financial Stability Oversight Council unanimously approved an analytic framework for financial stability risk identification, assessment and response and interpretive guidance on nonbank financial company determinations on…more

Asset Management, Digital Assets, Dodd-Frank, Federal Reserve, FSOC

See all updates »

Understanding Updates to the Central Bank of Ireland’s Administrative Sanctions Regime

The Central Bank (Individual Accountability Framework) Act 2023 was signed into law on 9 March 2023 (the “Act”). The Act amends several pieces of legislation relating to the Central Bank of Ireland’s (“Central Bank”)…more

Appeals, Central Bank of Ireland, Confidential Information, Discontinuance, Disqualification

See all updates »

Brexit: UK Trade Outside The UK

Roughly half of all UK trade is with non-EU countries1. It is argued that Brexit will accelerate the growth of this trade by enabling the UK to strike its own trade deals, particularly with the world’s largest and most dynamic…more

Customs Unions, EU, Free Trade Agreements, Member State, UK

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

U.S. Supreme Court Rules That the Government Does Not Have an Unlimited Amount of Time in Which to Bring Civil Penalty Actions

In a unanimous decision written by Chief Justice John G. Roberts, Jr., the United States Supreme Court has ruled that the Government does not have an unlimited amount of time to bring civil penalty actions based on fraud. In…more

Cause of Action Accrual, Discovery Rule, Enforcement Actions, Fraud, Gabelli v SEC

See all updates »

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the ALI Principles of Corporate Governance

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a recommendation…more

Corporate Governance, Derivative Suit, Heinz, Shareholders

See all updates »

‘Modify’ Means Modify: Supreme Court Rejects Biden Administration’s Plan to Forgive US$430 Billion in Student Loan Debt

The Supreme Court reaffirmed that agencies may not exercise sweeping powers that would fundamentally revise congressional policies absent clear statutory authorization. The Secretary of Education’s power to “modify” the…more

Biden Administration, Coronavirus/COVID-19, Loan Forgiveness, SCOTUS, Secretary of Education

See all updates »

SEC Adopts Enhanced Standard of Conduct for Broker-Dealers and Clarifies Fiduciary Duties of Investment Advisers

The U.S. Securities and Exchange Commission, on June 5, 2019, voted 3-1 in favor of adopting a package of rules, amendments and interpretations (Final Rules) intended to improve the retail investor experience and to provide…more

Best Interest Standard, Broker-Dealer, Compliance, Compliance Dates, Conflicts of Interest

See all updates »

SEC Division of Examinations Releases 2024 Priorities

The SEC’s Division of Examinations (EXAMS) published its report on 2024 Examination Priorities on October 16, 2023. The 2024 Examination Priorities continue to reflect an examination program that is vigorous and broad in…more

Anti-Money Laundering, Broker-Dealer, Compensation, Compliance, Conflicts of Interest

See all updates »

The Employment Edit - Issue 7 - Winter 2023

Welcome to the seventh edition of The Employment Edit – a summary of the most important recent cases and news affecting employers in the UK. We hope you find this newsletter helpful and informative…more

Court of Justice of the European Union (CJEU), Equality Act, EU, Holiday Pay, Regulatory Reform

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

SEC Proposes Rule to Allow Most ETFs to Operate without Exemptive Relief

The Securities and Exchange Commission is proposing to simplify and modernize the regulatory framework governing exchange-traded funds and enhance information to investors about the costs of purchasing ETF shares. If adopted,…more

Disclosure Requirements, ETFs, Exchange-Traded Products, Exemptive Relief, Listing Rules

See all updates »

SEC Adopts Third Set of Amendments to Form PF

The latest round of revisions to Form PF made a stealthy arrival, with the SEC announcing in mid-February that it adopted the updates without an in-person vote. As the third set of amendments to Form PF in the past 12…more

CFTC, Compliance, Form PF, New Amendments, Private Funds

See all updates »

Dodd-Frank Rulemaking Developments by the Fed for Fed-Supervised Insurance Firms

The Dodd-Frank Act was a cornucopia of opportunity for rule writers. To the regulatory community, this was almost a bottomless candy jar. And so our regulatory apparatchiki began to beaver away and produced, to date, something…more

Advanced Notice of Proposed Rulemaking (ANPRM), Dodd-Frank, Financial Institutions, FSOC, Insurance Industry

See all updates »

Once more unto the breach: the FRC, strategic tax advice and litigation privilege

Background and history of proceedings - The background to the latest instalment in the long-running dispute between Sports Direct International (“SDI”) (now renamed Frasers Group plc) and the Financial Reporting Council…more

Dominant Purpose Test, Financial Reporting Council (FRC), Legal Professional Privilege, Litigation Privilege, Sales & Distribution Agreements

See all updates »

Dechert Re:Torts - Issue 8 | Key Developments in Product Liability and Mass Torts

Advances in Videoconferencing Do Not Change the Subpoena Power of the Court - In In re Kirkland, 2023 WL 4777937 (9th Cir. July 27, 2023), the Ninth Circuit held that a district court could not subpoena testimony outside the…more

Asbestos, Causation, Department of Justice (DOJ), Drinking Water, PFAS

See all updates »

SEC Final Rule Exempts ABS Issuers from New Cybersecurity Disclosure and Reporting Requirements

ABS issuers have been exempted from the U.S. Securities and Exchange Commission's (“SEC”) final rule requiring certain cybersecurity risk and incident disclosure (the “Final Rule”). The SEC left open the possibility of…more

Cyber Attacks, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Final Rules

See all updates »

Loan Modifications and Pool Management in a CRE CLO

Key Takeaways - CRE CLOs are attractive exit strategies for lenders of commercial bridge loans, in part due to the flexibility the structure provides in the modification of performing loans. n light of adverse financial…more

CMBS, Financial Markets, Investors, Loan Modifications, Loans

See all updates »

FTC use of hot documents in hospital merger challenges

The government had lost seven consecutive hospital merger litigations before the FTC’s challenge to the Evanston Northwestern/Highland Park merger in 2003. That losing streak forced the FTC to reassess the economic tests used…more

Anti-Competitive, Antitrust Provisions, Competition, Federal Trade Commission (FTC), Health Care Providers

See all updates »

Droit Social | Sélection de jurisprudence – France | Second semestre 2023

Cette newsletter présente cinq décisions de jurisprudence rendues au cours des derniers mois : Motif économique de licenciement : les pertes d’exploitation doivent avoir un caractère sérieux et durable (Cass. soc., 18…more

Appeals, Disciplinary Proceedings, Employment Contract, Employment Policies, Employment Tribunals

See all updates »

AIFMD - Review: Geplante Änderungen der AIFM-Richtlinie – Auswirkungen auf Kreditfonds

Der aktuelle Stand im EU-Normgebungsverfahren - Der Europäische Rat hat am 6. November 2023 seine mit Spannung erwartete finale Fassung des Beschlusstextes zur Änderung der AIFMD- und der OGAW-Richtlinie (AIFMD II) in Bezug…more

Alternative Investment Fund Managers Directive (AIFMD), Credit, EU, European Securities and Markets Authority (ESMA), Investment

See all updates »

Ownership of Social Media Accounts – The Second Circuit Speaks

We have previously written an OnPoint about the law concerning ownership of social media accounts in light of the explosive growth in the use of such media for commercial advertising, product development and customer engagement…more

Advertising, Business Development, Investment, Product Development Protocols, Social Media Account Ownership

See all updates »

SCOTUS: Pure Omissions Are Not Actionable Under Rule 10b-5

The United States Supreme Court held that pure omissions, standing alone, are not actionable in private civil litigation under Rule 10b-5(b), which makes it unlawful to omit material facts in connection with buying or selling…more

False Statements, Infrastructure, Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

See all updates »

Does the ICO Open a New Chapter for RE Crowdfunding?

Back in July of 2015, we blogged about “Current Marketplace Trends in Real Estate Crowdfunding”. How young and breathless we were, in hindsight, now that we’re tapped into the Next Big ICO thing. Yes, the “fintech” world has…more

Blockchain, Criminal Prosecution, Crowdfunding, Cryptocurrency, Digital Currency

See all updates »

German Antitrust Authority Finds Antitrust Infringement on the Basis of a Data Protection Breach

The German antitrust authority (FCO) has ordered Facebook to stop collecting data outside Facebook’s platform without the user’s “voluntary consent.” The decision breaks new ground because it links data protection and antitrust…more

Abuse of Dominance, Antitrust Investigations, Antitrust Violations, Competition Authorities, Data Collection

See all updates »

ERISA Déjà-Boo? New Halloween Fiduciary Proposal May Be a Real Scream

The Department of Labor (“DOL”) on October 31, 2023—Halloween—issued a release (the “Release”) proposing to make changes to the 1975 rule (the “1975 Rule”) defining when institutions and individuals are providing fiduciary…more

Banks, Broker-Dealer, Compliance, Conflicts of Interest, Department of Labor (DOL)

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

Fixed to Floating Charge Security: Exploring the Spectrum of Control

In the recent case of Avanti Communications, the English Court held that to constitute fixed charge security, a chargee’s control over the relevant charged assets does not need to be absolute. A significant amount of control is…more

HMRC, Insolvency, Restructuring, Securities, UK

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

Collateralized Fund Obligations (CFOs): The Technicolor Dreamcoat of Fund Finance

Over the past several years as Collateralized Loan Obligations (“CLOs”) reached new and dizzying heights in issuance volume, CFOs have been quietly, and under the radar, gaining market acceptance and momentum among asset…more

Asset-Based Lending, Cayman Islands, CFOs, Collateralized Fund Obligation (CFO), Confidentiality Agreements

See all updates »

Federal Trade Commission Proposes National Ban on Employee Non-Compete Agreements

The Federal Trade Commission began the new year by issuing a sweeping proposed rule banning all non-compete agreements between employers and employees. The proposed rule would add a new subchapter to the FTC Act, and would not…more

Biden Administration, Employment Contract, Executive Orders, Federal Trade Commission (FTC), FTC Act

See all updates »

Two Months to Midnight for Securitizations: The Corporate Transparency Act Drops on January 1, 2024

Corporate CLO issuers, regardless of whether they are organized onshore or offshore, should generally be exempt from Corporate Transparency Act reporting requirements, although onshore CLO co-issuers will likely be subject to…more

Asset-Backed Securities, Beneficial Owner, CMBS, Corporate Transparency Act, Financial Market Utilities

See all updates »

SEC Current Reporting Requirements for Private Funds Become Effective in December

Key Takeaways - Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. Private…more

Clawbacks, Dodd-Frank, Filing Requirements, Final Rules, FSOC

See all updates »

The International Comparative Legal Guide To: Private Equity 2021: United States: Private Equity 2021

Overview - 1.1 What are the most common types of private equity transactions in your jurisdiction? What is the current state of the market for these transactions? U.S. private equity (“PE”) deal activity faced…more

Investment, Investment Portfolios, Investors, Private Equity, Private Equity Funds

See all updates »

Federal Agencies Adopt Amendments to Volcker Rule

The Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System (Board), the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading…more

Amended Regulation, CFTC, Covered Funds, Credit Funds, Exclusions

See all updates »

DAMITT 2020 Report: Merger control in Germany and France

Both the French and German authorities are particularly active in merger control at the member state level within the EU. Companies should keep these jurisdictions on their radar in planning their next transaction, using DAMITT…more

Anti-Competitive, Antitrust Provisions, Antitrust Violations, Enforcement Actions, EU

See all updates »

Conditional Fee Arrangements Likely Soon to be Allowed in Singapore and Hong Kong

Presently, Singapore and Hong Kong law prohibits lawyers from entering into outcome-related fee arrangements with their clients because of the common law rule against maintenance and champerty. The traditional rationale for the…more

Arbitration, Business Litigation, Champerty, Hong Kong, International Litigation

See all updates »

The Potential Impact of the COVID-19 Coronavirus on EBITDA and Financial Covenant Calculations in Loan Agreements

Whilst the full scope of the potential impact of COVID-19 for financial covenant calculations and other purposes within loan agreements can only properly be assessed on a deal-by-deal basis, it is still possible to identify some…more

Accounting Standards, Auditors, Audits, Borrowers, Coronavirus/COVID-19

See all updates »

Substantive Consolidation: It’s Alive and Well (or Maybe Just Alive)

The doctrine of substantive consolidation (generally- the power of a bankruptcy court to consolidate the assets and liabilities of affiliated entities in bankruptcy) is a recognized remedy exercised by bankruptcy courts – one…more

Affiliates, Chapter 7, Commercial Bankruptcy, Commercial Loans, Special Purpose Entities

See all updates »

International Capital Markets Newsletter - March 2021 - Issue 3: Recent Developments in Kazakhstan Capital Market Regulations Affecting Commercial Bank Issuers

Dechert’s International Capital Markets team analyzes some of the practical considerations that Kazakhstan banks should take into account when considering offering their securities domestically and internationally…more

Banking Sector, Capital Markets, Financial Institutions, Financial Markets, Kazakhstan

See all updates »

China Issues New Rules to Block Extraterritorial Reach of Foreign Law

In this OnPoint, we discuss new rules announced by China’s Ministry of Commerce (“MOFCOM”) aimed at counteracting the extraterritorial impact of foreign law on Chinese persons…more

Blocking Sanctions, China, Economic Sanctions, Export Controls, Extraterritoriality Rules

See all updates »

Dechert Cyber Bits - Issue 11

WARNING: U.S. Federal Government Continues to Warn the Private Sector to Prepare Itself for Russian Cyberattacks - The White House, the Cybersecurity and Infrastructure Security Agency (“CISA”), and other federal agencies…more

Consumer Privacy Rights, Cyber Attacks, Cybersecurity, Data Breach, Data Privacy

See all updates »

The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A transactions…more

Acquisition Agreements, Antitrust Provisions, Capital Markets, EU, Financial Institutions

See all updates »

When You Got It, Flaunt It: Enforcement Authorities Expect Companies, Including Banks and Cryptocurrency Exchanges, That Collect Geolocation Data to Use It for Sanctions Compliance

The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) recently announced two settlements that underscore OFAC’s continued emphasis on companies developing and implementing effective, risk-based…more

Compliance, Cryptocurrency, Economic Sanctions, Enforcement, Geolocation

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

COVID-19 Coronavirus: Key Considerations for Businesses Facing Potential Shutdown Orders

Over the past two weeks, states, counties, and cities across the country have taken drastic (and once unimaginable) steps to slow the spread of the COVID-19 virus, including issuing large-scale bans on certain types of…more

Business Closures, Coronavirus/COVID-19, Critical Infrastructure Sectors, Executive Orders, Operators of Essential Services

See all updates »

Recent Federal Circuit Decisions on Obviousness-Type Double Patenting May Shape Life Science Patent Portfolio Management

The Federal Circuit recently decided two appeals, Novartis AG v. Ezra Ventures LLC (“Ezra”) and Novartis Pharms. Corp. v. Breckenridge Pharm. Inc. (“Breckenridge”) that both relate to the effect of obviousness-type double…more

Appeals, Double Patent, Life Sciences, Novartis, Obviousness

See all updates »

Are You Ready for the Corporate Transparency Act?

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of The National Defense Authorization Act. The CTA mandates the establishment of a national registry requiring companies to disclose the…more

Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, FinCEN, NDAA

See all updates »

SEC Proposes New Round of Money Market Fund Reforms in Response to March 2020 Redemptions

The Securities and Exchange Commission, by a vote of three-to-two, on December 15, 2021, proposed amendments (Proposed Amendments) to Rule 2a-7 and other rules that govern money market funds (money funds) under the Investment…more

Illiquid Assets, Interest Rates, Investment Company Act of 1940, Liquidity Fees, Money Market Funds

See all updates »

English Court of Appeal Overturns Adler’s Restructuring Plan

There is an enhanced framework for the court to exercise its discretion to sanction a restructuring plan involving a cross-class cram-down ("CCCD"). This test involves a review of the relative benefits to the assenting and…more

Appeals, Corporate Restructuring, Disclosure Requirements, Insolvency, Jurisdiction

See all updates »

Developments in Securities Fraud Class Actions Against U.S. Life Sciences Companies

Last year marked an increase in federal securities class action filings, with plaintiffs filing 212 cases in 2023, up from 197 in 2022 and ending an overall decline in filings since 2019. Life sciences companies remained popular…more

10b5-1 Plans, Class Action, Conflicts of Interest, Food and Drug Administration (FDA), Fraud

See all updates »

SEC Imposes Penalties on Company and Officers for Inadequate Staffing in Accounting Department

Highlights - The SEC settled charges against Magnum Hunter Resources Corporation and two of its officers for deficient oversight of the company’s internal controls over financial reporting, resulting in fines of…more

CFOs, Corporate Officers, Enforcement Actions, Financial Reporting, Fines

See all updates »

Landmark Reform of UAE Foreign Ownership and Investment Laws - Foreign nationals to be permitted to own 100 percent of commercial companies within the UAE under new Decree

This briefing supplements our previous Dechert OnPoint briefings “Alert on New UAE FDI Law,” and “UAE FDI Law Positive List Confirmed” which discussed the introduction of the Foreign Direct Investment Law (Federal Decree-Law No…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Foreign Nationals, Foreign Ownership

See all updates »

Ireland to Finalise its European Long Term Investment Fund Regime

In parallel with the well-publicised enhancements to the European Long Term Investment Fund ("ELTIF") regime through Regulation 2023/606/EU (the "ELTIF 2.0 Regulation"), the Central Bank of Ireland (the “Central Bank”) has been…more

Central Bank of Ireland, ELTIF, EU, Ireland, Long-Term Investment Funds

See all updates »

Delaware Chancery Court Invalidates Non-Compete, Continuing Trend

The Delaware Chancery Court has issued yet another decision invalidating restrictive covenants, continuing a trend of recent decisions in which the court has refused to “blue-pencil,” or modify, covenants. In Sunder Energy, LLC…more

Competition, Enforcement, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

See all updates »

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The…more

Accredited Investors, Broker-Dealer, Corporate Counsel, Crowdfunding, Financial Industry Regulatory Authority (FINRA)

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: Second Consecutive Opinion Finding Plaintiffs Failed to Meet Their Burden

The U.S. District Court for the District of New Jersey recently issued its post-trial ruling in Kasilag et al. v. Hartford Investment Financial Services, LLC et al. The Hartford ruling is the second post-trial Section 36(b)…more

Burden of Proof, Excessive Fees, Fees, Fiduciary Duty, Gartenberg Factors

See all updates »

The SEC’s Private Fund Adviser Rules: Exploring The Critical Questions

The Securities and Exchange Commission adopted new and amended rules under the Investment Advisers Act of 1940 (“Final Rules”) in August 2023 that will impose a broad set of new reporting, disclosure and other obligations on…more

Audits, Books & Records, Documentation, Fees, Final Rules

See all updates »

Crisis Averted (Part V)? Close Calls and Lessons for CRE Lenders After Recent Bank Shutdowns.

In the wake of the FDIC bank shutdown actions taken last month, we have written about cash management arrangements, account naming conventions, financial covenants and rating requirements in typical commercial real estate loans…more

FDIC, Lenders, Loan Agreements, Punitive Damages, SASB

See all updates »

SEC Tags Nvidia for Alleged Disclosure Insufficiencies in its Cryptocurrency Mining Business

Key Takeaways- The United States Securities and Exchange Commission announced a settlement against chip manufacturing company Nvidia Corporation, on May 6, 2022, for inadequate disclosures concerning the impact of…more

Bitcoin Mining, Corporate Counsel, Cryptocurrency, Enforcement Actions, Failure To Disclose

See all updates »

Panting for a Recession

We seem all atwitter about the notion that a recession is about to happen; almost aroused by the prospect. A NASCAR crowd just waiting for a crash? Or is this a Waiting for Godot thing, as the chattering class bloviates…more

Commercial Real Estate Market, Economic Downturn, Economic Growth, Financial Markets, Great Recession

See all updates »

Brexit Postponed…and Softened?

Brexit has been postponed again, until at least 31 October 2019, but with the possibility that it may occur sooner, maybe even within a few weeks…more

Article 50 Treaty of the EU, Customs Unions, Election Results, EU, EU Single Market

See all updates »

SEC Proposes New Round of Money Market Fund Reforms in Response to March 2020 Redemptions

The Securities and Exchange Commission, by a vote of three-to-two, on December 15, 2021, proposed amendments (Proposed Amendments) to Rule 2a-7 and other rules that govern money market funds (money funds) under the Investment…more

Illiquid Assets, Interest Rates, Investment Company Act of 1940, Liquidity Fees, Money Market Funds

See all updates »

Artificial Intelligence: Legal and Regulatory Issues for Financial Institutions

Over the last six months, artificial intelligence (AI) has captured the public imagination in a way it never has before. A new generation of AI-powered language models make use of a deep learning architecture known as a…more

Artificial Intelligence, Banking Sector, Broker-Dealer, CFTC, Cybersecurity

See all updates »

SEC Proposes Pay Versus Performance Disclosure Rules

A divided Securities and Exchange Commission proposed rules on April 29, 2015 that would require U.S. public companies to disclose the relationship between executive compensation “actually paid” and the financial performance of…more

Disclosure Requirements, Executive Compensation, Filing Requirements, Pay-for-Performance, Proxy Statements

See all updates »

Upcoming Regulatory Initiatives Impacting Private Fund Managers - September 2022

This latest edition of the regulatory initiatives paper sets out at a high level the core regulatory issues that are likely to impact private fund managers in the coming months, including an overview of the key actions needed…more

Alternative Reference Rates Committee (ARRC), AML/CFT, Anti-Money Laundering, Beneficial Owner, CFTC

See all updates »

English Court breaks new ground in crypto fraud case

In a recent judgment the English High Court has again shown its ability to innovate so as to assist victims of crypto fraud. By imposing a constructive trust on a crypto exchange and permitting service of an order for summary…more

Beneficial Owner, Bitcoin, Blockchain, Corporate Counsel, Crypto Exchanges

See all updates »

Dechert Cyber Bits - Special Edition: 2023 Predictions

What is in store for Privacy and Cybersecurity in 2023 - As the year ends, we offer this special edition with predictions for 2023 from each member of the Cyber Bits Partner Committee. Regardless of what happens in 2023, we…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), Cyber Attacks, Cybersecurity, Disclosure Requirements

See all updates »

Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: Second Consecutive Opinion Finding Plaintiffs Failed to Meet Their Burden

The U.S. District Court for the District of New Jersey recently issued its post-trial ruling in Kasilag et al. v. Hartford Investment Financial Services, LLC et al. The Hartford ruling is the second post-trial Section 36(b)…more

Burden of Proof, Excessive Fees, Fees, Fiduciary Duty, Gartenberg Factors

See all updates »

So, You Exercised Your Proxy Rights Pre-Petition, Are You Good?

Yes, says the Delaware Bankruptcy Court in the case of CII Parent, Inc., cementing the advice routinely given by bankruptcy counsel to borrowers in default. We always counsel borrower clients in default of the risk associated…more

Automatic Stay, Bankruptcy Court, Borrowers, Debtors, Delaware

See all updates »

The Luxembourg Reserved Alternative Investment Funds Law Has Arrived

The entry into force of AIFMD in Europe has resulted in a double layer of regulation, as we now have regulation and supervision at the level of the product (regulated investment funds) and supervision at the level of the manager…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), Asset Management, CSSF

See all updates »

TAX REFORM: Federal Gift, Estate and Generation-Skipping Transfer Taxes - No Permanent Repeal, but Double Exemptions Create Significant Planning Opportunities

On December 22, 2017, President Trump signed into law new tax legislation (the “2017 Tax Bill”). The 2017 Tax Bill makes sweeping changes to the U.S. tax code, including a reduction in corporate tax rates, significant changes to…more

529 Plans, Charitable Donations, Estate Planning, Estate Tax, Generation-Skipping Transfer

See all updates »

Market Participants to Their Corners: Competing Views on Market Data Are on Full Display at the SEC’s Market Data Roundtable

The Securities and Exchange Commission has solicited the views of exchanges, broker-dealers and investors on a range of questions related to market data since at least 1999 when it published SEC Concept Release: Regulation of…more

Broker-Dealer, Capital Markets, Data Management, Electronic Trading, Equity Markets

See all updates »

AIM companies and Scottish partnerships to be brought within the scope of the PSC register regime

From 24 July 2017, UK companies whose shares are admitted to trade on the London Stock Exchange’s AIM market, and other companies listed on prescribed markets, will no longer be exempt from the requirements to keep and maintain…more

AIM, Exemptions, Limited Liability Partnerships, London Stock Exchange, Member State

See all updates »

SCOTUS Holds Alien Tort Statute Cannot Be Used to Sue Foreign Corporations

Resolving a circuit split, the U.S. Supreme Court held Tuesday that common law liability under the Alien Tort Statute (ATS) does not extend to foreign corporations. Jesner v. Arab Bank, PLC, No. 16-499, 2018 WL 1914663 (2018)…more

Alien Tort Statute, Corporate Liability, Extraterritoriality Rules, Foreign Corporations, Human Rights

See all updates »

THE TIME TO ACT IS NOW – House Ways and Means Committee Proposes Tax Changes: Significant Provisions Related to Estate Planning Included

On September 13, 2021, the House Ways and Means Committee formally released its proposed tax provisions to be incorporated into the broader budget reconciliation bill it hopes will pass in the near future (the “Tax Proposal”)…more

Capital Gains Tax, Estate Planning, Estate Tax, Generation-Skipping Transfer, Tax Exemptions

See all updates »

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

Sequana: “Momentous” Judgment by Supreme Court on the Creditor Duty

The Supreme Court has ruled, for the first time, on the existence, specific content and engagement of the so-called “creditor duty” or the “rule in West Mercia”. In doing so, it unanimously dismissed BTI’s appeal. Directors…more

Appeals, Breach of Duty, Companies Act, Creditors, Dividends

See all updates »

The Central Bank of Ireland issues "Dear CEO Letter" regarding compliance with the Fitness and Probity Regime

On 8 April 2019, the Central Bank of Ireland (the “CBI”) issued a Dear CEO Letter (the “Letter”) to the management of all regulated financial services firms (“Regulated Firms”) highlighting what it believes is a lack of general…more

Central Bank of Ireland, CEOs, Compliance, Dear CEO Letter, Due Diligence

See all updates »

Illinois Expands Defendants’ Access to Discovery in Criminal Cases

On October 23, 2020, the Illinois Supreme Court amended its rules, which apply to all criminal proceedings in the state of Illinois, to expand criminal defendants’ access to discovery materials. Specifically, the court revised…more

Criminal Procedure, Criminal Prosecution, Defense Strategies, Discovery, Evidence

See all updates »

Coal Act Premiums are Nondischargeable Taxes rather than Dischargeable Claims

Dischargeable Claims - In a recent ruling, the District Court for the Middle District of Florida affirmed a bankruptcy court’s ruling that the premiums arising under the Coal Industry Retiree Health Benefit Act of 1992 (the…more

Coal Act, Coal Industry, Commercial Bankruptcy, Debtors, Dischargeable Debts

See all updates »

In Second Circuit, “Economic Reality” and Degree of Control to Determine Whether an “Employer” Faces “Single Employer” Liability

In a recent decision on motions for summary judgement in the TransCare case, the SDNY bankruptcy court addressed the test for the imposition of liability under the US and New York Worker Adjustment and Retraining Notification…more

Chapter 11, Chapter 7, Commercial Bankruptcy, Common Ownership, Corporate Restructuring

See all updates »

DC Circuit shuts down effort to limit TCPA liability for communicating health information

The U.S. Court of Appeals for the D.C. Circuit, on March 16, 2018, struck a blow to healthcare industry efforts to exclude certain communications subject to the Health Insurance Portability and Accountability Act (HIPAA) from…more

Appeals, Arbitrary and Capricious, ATDS, Auto-Dialed Calls, Consumer Privacy Rights

See all updates »

International Capital Markets Newsletter - March 2021 - Issue 3: Recent Developments in Kazakhstan Capital Market Regulations Affecting Commercial Bank Issuers

Dechert’s International Capital Markets team analyzes some of the practical considerations that Kazakhstan banks should take into account when considering offering their securities domestically and internationally…more

Banking Sector, Capital Markets, Financial Institutions, Financial Markets, Kazakhstan

See all updates »

New Notice Requirement for Healthcare Transactions in New York

Last month, New York State passed an amendment to the New York Public Health Law (the “NYPHL”) to require certain “health care entities” that are party to “material transactions,” including mergers and other change-of-control…more

Antitrust Division, Healthcare, Jurisdiction, New York, Noncompliance

See all updates »

Seeing is Believing: ALTA’s New Survey Standards

For those of you who read our commentary regularly, you’ll see that we span the commentariat world from musings of perhaps little practical utility but great import (at least to us) to the more mundane. Today, mundane. Let’s…more

Land Surveys, Land Titles, Title Insurance

See all updates »

Financial Crimes Enforcement Network, Treasury Department Affirm Regulatory Regime for Convertible Virtual Currencies

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued guidance on May 9, 2019, underscoring the application of the Bank Secrecy Act (BSA) and its implementing regulations relating to money…more

Anti-Money Laundering, ATMs, Bank Secrecy Act, Casinos, Compliance

See all updates »

Delaware Court of Chancery Issues First Decision Addressing Directors’ Fiduciary Duties in a De-SPAC Merger

The Delaware Court of Chancery addressed for the first time fundamental precepts of Delaware law in the context of a special purpose acquisition company (“SPAC”) on January 3, 2021. In In re MultiPlan Corp. Stockholders…more

Business Judgment Rule, Business Plans, Capital Raising, Entire Fairness Standard, Failure To Disclose

See all updates »

“Nobody Fell Off the Turnip Truck Yesterday”: What’s at Stake for Commercial Real Estate Lenders in Sutton 58?

Sutton 58 Associates LLC v. Pilevsky et al., is a New York case which gets to the heart of the enforceability of classic single-purpose entity restrictions in commercial real estate lending. At issue is how far a third-party may…more

Breach of Contract, Commercial Bankruptcy, Commercial Real Estate Contracts, Loan Agreements, NY Supreme Court

See all updates »

The Consequences of the Coronavirus on Contract Performance and the Resolution of Disputes

Business operations, supply chains and the resolution of international disputes have experienced significant disruption as a result of the outbreak of the novel coronavirus (COVID-19) and actions taken by governments and…more

Breach of Contract, Coronavirus/COVID-19, Dispute Resolution, Force Majeure Clause, Infectious Diseases

See all updates »

SEC Finalizes Changes to Dealer Definition – Does Not Exempt Private Funds or Proprietary Trading Firms

At a contentious open meeting on February 6, 2024, the Securities and Exchange Commission (Commission) voted three to two to adopt rule amendments (Final Rules) under the Securities Exchange Act of 1934, as amended (Exchange…more

Broker-Dealer, Final Rules, Private Funds, Proprietary Trading, Registered Investment Advisors

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

Understanding Updates to the Central Bank of Ireland’s Administrative Sanctions Regime

The Central Bank (Individual Accountability Framework) Act 2023 was signed into law on 9 March 2023 (the “Act”). The Act amends several pieces of legislation relating to the Central Bank of Ireland’s (“Central Bank”)…more

Appeals, Central Bank of Ireland, Confidential Information, Discontinuance, Disqualification

See all updates »

No Expectation of Privacy in Relation to Workplace Emails and Evidence Seized by the Police in the UK

In the recent case of Garamukanwa v Solent NHS Trust the UK Employment Appeal Tribunal ("EAT") held that the Claimant, Mr Garamukanwa, had no reasonable expectation of privacy in respect of emails sent to a work colleague with…more

Criminal Investigations, Email, Employee Privacy Rights, Employment Tribunals, Hiring & Firing

See all updates »

SCOTUS Holds Alien Tort Statute Cannot Be Used to Sue Foreign Corporations

Resolving a circuit split, the U.S. Supreme Court held Tuesday that common law liability under the Alien Tort Statute (ATS) does not extend to foreign corporations. Jesner v. Arab Bank, PLC, No. 16-499, 2018 WL 1914663 (2018)…more

Alien Tort Statute, Corporate Liability, Extraterritoriality Rules, Foreign Corporations, Human Rights

See all updates »

SEC Proposes Mandated Swing Pricing, Hard Close and Fundamental Changes to Liquidity Rule

The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related…more

Disclosure Requirements, Form N-CEN, Form N-PORT, GAAP, Illiquid Assets

See all updates »

RTS under the SFDR published in the Official Journal

Commission Delegated Regulation (EU) 2022/1288, setting out the regulatory technical standards (RTS) to be used by financial market participants (FMPs) when disclosing sustainability-related information under the Sustainable…more

Disclosure Requirements, Environmental Social & Governance (ESG), EU, Financial Markets, Market Participants

See all updates »

Central Bank of Ireland’s Year-End Approval and Amendment Timeframes for Investment Funds

On 28 September 2020, the Central Bank of Ireland (the “Central Bank”) sent a letter to the Irish funds industry outlining the timeframes for receipt of: (i) new fund applications; and (ii) post-authorisation amendments that…more

Amended Rules, Central Bank of Ireland, Filing Deadlines, Financial Services Industry, Investment Funds

See all updates »

Do We Still (Obama-)Care About the Individual Mandate?— Fifth Circuit Holds the Mandate to Be Unconstitutional but Remands for Further Judicial Review in the Texas Case

The Patient Protection and Affordable Care Act, often referred to as Obamacare (the “ACA”) has survived two trips to the U.S. Supreme Court. It remains to be seen whether there will be a third. …more

Affordable Care Act, Appeals, Congressional Authority, Constitutional Challenges, Health Insurance

See all updates »

SEC Staff Grants a Closed-End Fund No-Action Relief Under Rule 486(b) Covering Securities Other Than Common Stock

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) on February 14, 2018 issued a no-action letter (Letter) that would specifically permit the requesting…more

Amended Rules, Closed-End Funds, Common Stock, Division of Investment Management, Enforcement Actions

See all updates »

Central Bank of Ireland’s Year-End Approval and Amendment Timeframes for Investment Funds (UPDATED)

The Central Bank of Ireland (the “Central Bank”) sent a communication to the Irish funds industry on 1 December 2021, outlining the timeframes for receipt of: (i) QIAIF authorisations / approvals and notings; (ii) ICAV…more

Central Bank of Ireland, Filing Deadlines, Fund Managers, ICAV, Investment Funds

See all updates »

U.S. Proposes to Subject Non-U.S. SEC Registered Investment Advisers to Anti-Money Laundering Rules

The United States is proposing rules that, for the first time, would subject investment advisers registered or required to be registered (RIAs) with the U.S. Securities and Exchange Commission (SEC) under the Investment Advisers…more

Anti-Money Laundering, Bank Secrecy Act, FinCEN, Non-US Entities, Registered Investment Advisors

See all updates »

Revised EU Guidance on Market Definition: Key points for the technology and other “innovative” sectors

After over 25 years, the European Commission (the “Commission”) has revised the guidance on market definition in antitrust and merger control investigations. The new guidance, most notably, reflects developments relating to…more

Antitrust Provisions, Capital Markets, Competition, EU, European Commission

See all updates »

CIS Legal Update - September 2013: Recent Developments of Russian Court Practice on Lease of Real Estate

The Supreme State Commercial Court of the Russian Federation (the "Supreme State Commercial Court") issued Decree No. 13 (the "Decree") on 25 January 2013 clarifying certain issues relating to lease agreements. The Decree offers…more

Commercial Leases, Land Titles, Leases, Permits, Registration

See all updates »

Impact of New EU Securitisation Regulations on UCITS

The new EU securitisation regulations (Regulations)1 came into force on 17 January 2018, and will be directly applicable across the European Union from 1 January 2019. EU retail funds (Undertakings for Collective Investment in…more

AIFM, Capital Markets Union, Due Diligence, EU, Risk Retention

See all updates »

Global Private Equity Newsletter - Winter 2016 Edition: Riding the BDC Consolidation Wave

The past 18 months have seen a wave of consolidation among business development companies (“BDCs”). Oak Hill Advisors, L.P. took over the advisory role for NGP Capital Resources Company (now OHA Investment Corporation) after the…more

Acquisitions, Business Development Companies, Industry Consolidation, Interest Rates, Investment Adviser

See all updates »

Dispositions légales et jurisprudence incontournables du 1er semestre 2015 en matière de droit social en France - Juillet 2015; A Legal Update from Labor & Employment Practice Group – Paris July 2015

Vous avez peut être manqué certains développements récents… Cette lettre d’information rassemble quelques évolutions majeures du premier semestre 2015 en France en droit du travail. Les demandes de dommages et intérêts…more

Burden of Proof, Cell Phones, Employee Privacy Rights, Employment Contract, France

See all updates »

Something to Get ESGcited About?

The U.S. Department of Labor (the “DOL”) on December 1, 2022, released a new final regulation (the “Final Regulation”) generally relating to certain aspects of the prudence and loyalty duties under the fiduciary rules of the…more

Beneficiaries, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Environmental Social & Governance (ESG), Permits

See all updates »

SEC Proposes Amendments to Form PF (UPDATED)

The Securities and Exchange Commission on January 26, 2022 voted three to one to propose amendments to Form PF, a confidential reporting form for certain SEC-registered investment advisers to private funds. The amendments…more

Form PF, Investment Adviser, Private Funds, Proposed Amendments, Regulatory Agenda

See all updates »

Updated ILPA Model LPAs Continue to Miss the Mark(et)

The Institutional Limited Partners Association (“ILPA”) has recently released an update to its model limited partnership agreement (the “Model LPA”) for private equity funds and other closed-ended funds. One of the stated…more

Amended Rules, Clawbacks, Closed-End Funds, Fiduciary Duty, Fund Managers

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

CFIUS Releases 2020 Annual Report to Congress

Key Takeaways - On July 26, 2021, the U.S. Treasury Department, as chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), published its Annual Report to Congress on key activities,…more

CFIUS, FIRRMA, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment

See all updates »

SEC Adopts Rules to Relax Registration, Communications and Offering Requirements for Business Development Companies and Registered Closed-End Funds

The U.S. Securities and Exchange Commission on April 8, 2020 adopted a package of reforms to the securities registration, offering and communications requirements under the Securities Act of 1933 applicable to business…more

Amended Rules, Business Development Companies, Closed-End Funds, Economic Growth Regulatory Relief and Consumer Protection Act, Eligibility

See all updates »

Corona-Matching-Facility Builds on Well-Established Structures

Corona-Matching-Facility Builds on Well-Established Structures In its recent statement, the German government recognized the innovative power that startups and young technology companies have and how important these companies…more

Borrowers, Corona-Matching-Facility (CMF), Coronavirus/COVID-19, Economic Stimulus, Eligibility

See all updates »

The Potential Impact of the COVID-19 Coronavirus on EBITDA and Financial Covenant Calculations in Loan Agreements

Whilst the full scope of the potential impact of COVID-19 for financial covenant calculations and other purposes within loan agreements can only properly be assessed on a deal-by-deal basis, it is still possible to identify some…more

Accounting Standards, Auditors, Audits, Borrowers, Coronavirus/COVID-19

See all updates »

Another Stab at Carried Interests Under the Inflation Reduction Act of 2022

On July 27, 2022, Senator Joe Manchin III (D-W.Va.) and Majority Leader Charles E. Schumer (D-N.Y.) introduced legislation entitled the “Inflation Reduction Act of 2022” (the “Reconciliation Bill”). The Reconciliation Bill is…more

Capital Gains, Carried Interest Tax Rates, Corporate Taxes, Income Taxes, IRS

See all updates »

Financial Services Quarterly Report - Second Quarter 2018: Current U.S. Sanctions Against Russia, Venezuela and Iran

International sanctions are a major compliance challenge for companies worldwide. The regulatory risks associated with economic sanctions, asset-freezing measures and trade embargoes are not new, but they continue to grow in…more

Blocking Statutes, Bonds, Cryptocurrency, Debt Buyers, Debt-Equity

See all updates »

U.S., EU, Canada and Australia Take Coordinated Action Targeting Russia as Congress Considers Further Sanctions

Last week, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the EU Council, and Canada imposed further sanctions targeting Russian individuals and entities allegedly involved in the escalation of…more

Australia, Banks, Blocked Entities, Blocked Person, CAATSA

See all updates »

European Commission Announces Proposals to Overhaul the EU Prospectus Regime

The European Commission on 30 November 2015 announced proposals to overhaul the prospectus rules to improve access to finance for companies and simplify information for investors. The new prospectus regulation forms part of…more

Capital Markets, Capital Raising, Corporate Financing, EU, European Commission

See all updates »

EPA Issues New Guidance on Limiting Exposure to PFAS in Drinking Water

The U.S. Environmental Protection Agency (EPA) announced new interim lifetime drinking water health advisories for perfluorooctanoic acid (PFOA) and perfluorooctane sulfonic acid (PFOS), as well as final health advisories for…more

Biden Administration, Contamination, Discharge of Pollutants, Drinking Water, Enforcement Guidance

See all updates »

Antitrust Merger Reviews in the Time of COVID-19: How the Pandemic Is (and Is Not) Affecting Process and Timing

The global COVID-19 pandemic has changed how merger enforcement regimes around the world are currently reviewing proposed transactions. Two weeks into the new environment, we now have a body of experience from which to assess…more

Antitrust Provisions, Coronavirus/COVID-19, Corporate Counsel, Department of Justice (DOJ), EU

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 49

FTC Announces Proposed Settlement with Software Provider to Settle Allegations that its Inadequate Security Safeguards Led to Cyberattack - On February 1, 2024, the Federal Trade Commission (“FTC”) announced a proposed…more

Cookies, Cyber Attacks, Cybersecurity, Data Brokers, Federal Trade Commission (FTC)

See all updates »

SEC Proposes Mandated Swing Pricing, Hard Close and Fundamental Changes to Liquidity Rule

The Securities and Exchange Commission on November 2, 2022 proposed significant revisions to its rules governing open-end investment company liquidity risk management and swing pricing. The proposal would also update related…more

Disclosure Requirements, Form N-CEN, Form N-PORT, GAAP, Illiquid Assets

See all updates »

SEC Staff Relaxes Limitations under 1940 Act to Permit Certain Global “Master-Feeder” Arrangements, Although Obstacles Remain

The Staff of the U.S. Securities and Exchange Commission (SEC) on March 8, 2017 issued a no-action letter (Staff Letter) in response to a request from Dechert LLP for assurance under Section 12(d)(1) of the Investment Company…more

Alternative Investment Fund Managers Directive (AIFMD), Broker-Dealer, Foreign Currency, Global Market, Hedging

See all updates »

Cryptocurrency Securities Class Action Litigation 2023 Year Review

The year 2023 witnessed a recovery in the cryptocurrency and digital assets market corresponding with fewer crypto-related securities class action litigation actions than in 2022. Despite this decrease, the nature of the…more

Class Action, Cryptocurrency, Jurisdiction, Non-Fungible Tokens (NFTs), Popular

See all updates »

Life Sciences: What's new in France? A legal update on recent developments in the life sciences sector

The Administrative Supreme Court upholds decisions restricting the prescription of a treatment against osteoporosis. Upon the assessment of a follow-up study, the French National Authority for Health (“HAS”) recommended…more

Acquisitions, EU, European Court of Justice (ECJ), France, French Administrative Supreme Court

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 50

FTC Proposes New Protections to Guard Against AI Impersonations of Individuals - Amidst growing concerns that emerging technology—including AI-generated deepfakes—threaten to increase the prevalence of impersonation fraud,…more

Anti-Terrorism Financing, Artificial Intelligence, Cybersecurity, Deep Fake, EU

See all updates »

Department of the Treasury’s CDFI Fund Releases Revised Certification Application

The U.S. Department of the Treasury’s Community Development Financial Institutions Fund released an updated Community Development Financial Institution (CDFI) Certification Application (Application). This updated Application…more

Applications, CDFI Fund, Certifications, Community Development Financial Institution (CDFI), Compensation

See all updates »

2024: Une nouvelle année d’élargissement du contrôle des investissements étrangers en France

Le 28 décembre 2023, un décret et un arrêté ministériel ont une nouvelle fois élargi à plusieurs égards le régime français de contrôle des investissements étrangers (IEF). Comme cela était attendu, le seuil d’acquisition…more

European Economic Area (EEA), Foreign Investment, France, Ministry of Finance, Non-EU Investors

See all updates »

Third-Party Data Collection and Consent in Mobile Applications

Recent legislative hearings in the United States and Europe have focused on the means by which large third-party data collectors track individuals via websites. Regulators have paid comparatively little attention to the mobile…more

Android, App Developers, Belgium, Consent, Data Collection

See all updates »

Government Stimulus Spending Likely to Lead to False Claims Act Investigations and Enforcement Actions

Through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the federal government has passed an emergency stimulus package that will result in an unprecedented US$2 trillion infusion into the private and…more

CARES Act, Civil Monetary Penalty, Compliance, Coronavirus/COVID-19, Department of Justice (DOJ)

See all updates »

Landmark Reform of UAE Foreign Ownership and Investment Laws - Foreign nationals to be permitted to own 100 percent of commercial companies within the UAE under new Decree

This briefing supplements our previous Dechert OnPoint briefings “Alert on New UAE FDI Law,” and “UAE FDI Law Positive List Confirmed” which discussed the introduction of the Foreign Direct Investment Law (Federal Decree-Law No…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Foreign Nationals, Foreign Ownership

See all updates »

SEC Adopts Modernized Investment Adviser Marketing Rule Governing Advertisements and Solicitation

On December 22, 2020, the U.S. Securities and Exchange Commission adopted rule and form amendments to modernize the regulatory framework governing investment adviser advertising and payments to solicitors…more

Advertising, Disclosure Requirements, Endorsements, Form ADV, Investment Adviser

See all updates »

District Court Vacates SEC’s Proxy Advisory Rule

The court vacated the last of the three conditions that were applied to proxy advisory firms as a result of the SEC’s 2020 regulation of Proxy Advisory Firms. As a result of this ruling, Proxy Advisory Firms are no longer…more

Conflicts of Interest, Proxy Advisors, Proxy Advisory Firms, Securities and Exchange Commission (SEC), Securities Exchange Act of 1934

See all updates »

Germany: New Notification Obligation Regarding Certain Foreign Investment Transactions in Germany

Highlights: - Acquisitions of 25% or more of a Germany company by a non-EU/EFTA investor are subject to the German foreign trade law. - Certain industry sectors of the German economy have been identified to be of…more

Critical Infrastructure Sectors, EFTA, Foreign Investment, Germany, Merger Controls

See all updates »

Tornado Watch: Popular Cryptocurrency Mixer “Tornado Cash” Dealt Two Major Blows in a Week

Tornado Cash, a cryptocurrency mixer, recently suffered two major setbacks in federal regulatory efforts to block its use and prosecute its founders. First, a federal district court threw out a lawsuit challenging the…more

Cryptocurrency, Cyber Crimes, Decentralized Autonomous Organization (DAO), Department of Justice (DOJ), Foreign Entities

See all updates »

Request for Comment on Certain Information Providers Acting as Investment Advisers

The Securities and Exchange Commission on June 15, 2022 requested comments related to information providers (such as index providers, model portfolio providers and pricing services) whose activities the SEC believes may bring…more

Comment Period, Financial Services Industry, Investment Adviser, Investment Advisers Act of 1940, Investment Management

See all updates »

Life Sciences: What's new in France? A legal update on recent developments in the life sciences sector

The Administrative Supreme Court upholds decisions restricting the prescription of a treatment against osteoporosis. Upon the assessment of a follow-up study, the French National Authority for Health (“HAS”) recommended…more

Acquisitions, EU, European Court of Justice (ECJ), France, French Administrative Supreme Court

See all updates »

ELTIF 2.0 and green industry draft law: France's first measures to strengthen ELTIF product offerings among other sustainable initiatives

Introduction - The “Projet de loi relatif à l’industrie verte” (green and sustainable industry draft law, hereinafter the “Bill”) was approved on 17 May 2023 by the French “Conseil des Ministres”, a weekly meeting of French…more

Disclosure Requirements, Diversification Requirements, ELTIF, France, Investment

See all updates »

Ninth Circuit: Class Action Settlement Not “All Right, All Right, All Right”

Key Takeaways - The Ninth Circuit holds that, following changes to Rule 23(e), the Bluetooth factors for fairness of pre-certification class action settlements also apply to post-certification settlements…more

Attorney's Fees, Class Action, Class Certification, Fee Awards, Settlement

See all updates »

Political Contributions to the Donald J. Trump Presidential Campaign Might Adversely Affect Advisers That Have or Are Seeking Business with Indiana Public Pension Plans

Last week, Donald J. Trump, the Republican nominee for U.S. president, selected Governor Mike R. Pence of Indiana as his running mate for vice president. The selection of Governor Pence might have implications under the SEC’s…more

Broker-Dealer, Investment Adviser, Municipal Advisers, Pay-To-Play, Political Contributions

See all updates »

English Court of Appeal Overturns Adler’s Restructuring Plan

There is an enhanced framework for the court to exercise its discretion to sanction a restructuring plan involving a cross-class cram-down ("CCCD"). This test involves a review of the relative benefits to the assenting and…more

Appeals, Corporate Restructuring, Disclosure Requirements, Insolvency, Jurisdiction

See all updates »

SEC Final Rule Exempts ABS Issuers from New Cybersecurity Disclosure and Reporting Requirements

ABS issuers have been exempted from the U.S. Securities and Exchange Commission's (“SEC”) final rule requiring certain cybersecurity risk and incident disclosure (the “Final Rule”). The SEC left open the possibility of…more

Cyber Attacks, Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Final Rules

See all updates »

New US Department of Justice Foreign Corrupt Practices Act Enforcement Plan Creates "Pilot Program" to Encourage Voluntary Disclosure

The U.S. Department of Justice (“DOJ”) released a memorandum (the “FCPA Enforcement Memorandum”) on April 5, 2016 detailing a new enforcement plan for Foreign Corrupt Practices Act (“FCPA”) investigations. The DOJ announced that…more

Cooperation, Department of Justice (DOJ), Federal Pilot Programs, Federal Sentencing Guidelines, Foreign Corrupt Practices Act (FCPA)

See all updates »

Expect Already-Instituted IPRs & PGRs to Move Forward in a Time of COVID-19-Related Delays

Key Takeaways - On March 31, 2020, PTO Director Andrei Iancu ordered the PTAB to grant any requests for extensions for pre-institution briefing schedules for any COVID-19-related delays. - Significantly, the March 31…more

CARES Act, Coronavirus/COVID-19, Court Closures, Court Schedules, Director of the USPTO

See all updates »

UK Court Rules Debtor Cannot Use Corporate Vehicle to Evade Liability

Section 423 of the Insolvency Act 1986 allows for the reversal of certain transactions at an undervalue that are intended to prejudice the interests of creditors. The scope of Section 423 is extensive and may be used to…more

Appeals, Creditors, Debtors, Fraud, Liability

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

The UK Government Furlough Scheme: Time to Reconcile

The Coronavirus Job Retention Scheme - On 26 March 2020, the UK Government announced the Coronavirus Job Retention Scheme (“the Furlough Scheme”). The Furlough Scheme was designed to protect the UK economy by assisting…more

Coronavirus/COVID-19, Employer Liability Issues, Furloughs, HMRC, Job Retention Schemes

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

The Corporate Transparency Act Mandates Disclosure of Beneficial Ownership Details to FinCEN, but Excludes Many Financial Institutions and Others: Will Your Business be Affected?

Overview The CTA will establish an information collection and management system to track beneficial ownership of business entities to be created and maintained by FinCEN. The Department of the Treasury is required to issue final…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Crimes, FinCEN

See all updates »

2014 LCIA International Arbitration Rules Now Apply: Procedural Efficiency, Emergency Arbitrators and Complex Arbitrations

The London Court of International Arbitration (“LCIA”) is firmly established as one of the world’s truly international arbitral institutions - in 2013 over 80% of the parties to LCIA arbitrations were non-UK - and London is…more

Arbitration, International Arbitration, LCIA, UK

See all updates »

Don’t Trade on Me: Second Circuit Excludes Confidential Agency Information From the Definition of “Property” in Insider Trading Case

A divided panel of the U.S. Court of Appeals for the Second Circuit held, on December 27, 2022, in United States v. Blaszczak (“Blaszczak II”) that an agency’s confidential, pre-decisional information did not count as “property”…more

Appeals, Centers for Medicare & Medicaid Services (CMS), Confidential Information, Fraud, Hedge Funds

See all updates »

Life Sciences: What's new in France? A legal update on recent developments in the life sciences sector

The Administrative Supreme Court upholds decisions restricting the prescription of a treatment against osteoporosis. Upon the assessment of a follow-up study, the French National Authority for Health (“HAS”) recommended…more

Acquisitions, EU, European Court of Justice (ECJ), France, French Administrative Supreme Court

See all updates »

Houst Limited Restructuring Plan: High Court Sanctions SME Restructuring Plan to Cram Down HMRC

On 22 July 2022, the English High Court sanctioned Houst Limited’s (“Houst” or the “Company”) restructuring plan (the “Restructuring Plan”), which significantly, is the first time a Restructuring Plan has been used to cram down…more

Chapter 11, CIGA, Coronavirus/COVID-19, Corporate Insolvency and Governance (CIG) Act 2020, Corporate Restructuring

See all updates »

Germany's Amended Investment Ordinance

The Investment Ordinance (Anlageverordnung – “Investment Ordinance” or “AnlV”), as recently amended and as discussed in more detail below, applies to the investments and the asset allocation of insurance companies and pension…more

AIFs, Alternative Investment Fund Managers Directive (AIFMD), Companies Ordinance, Germany, Insurance Industry

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

SEC Issues Proposed Rule Permitting Variable Annuity and Variable Life Insurance Contracts to Use Layered Disclosure

The U.S. Securities and Exchange Commission announced on October 30, 2018 that it had voted to issue a proposed rule and form amendments1 that would allow insurers offering variable annuity and/or variable life insurance…more

Comment Period, Contract Terms, Insurance Industry, Integrated Disclosures, Investment Company Act of 1940

See all updates »

Dechert's International Capital Markets Team in Conversation with Luxembourg Stock Exchange

In the latest issue of Dechert’s international capital markets team’s “In Conversation With…” series, partner Jennifer Rees and associate Nick Quarrie sit down with Arnaud Delestienne and Chiara Caprioli, director of…more

Coronavirus/COVID-19, Environmental Social & Governance (ESG), Luxembourg, Luxembourg Stock Exchange, Market Conditions

See all updates »

Ireland’s Individual Accountability Framework (“IAF”) – What You Need to Know

Introduction - The Central Bank (Individual Accountability Framework) Act 2023 (the “Act”) was signed into law on 9 March 2023. The Act amends several existing pieces of legislation2 and is amongst the most significant…more

Central Bank of Ireland, Financial Regulatory Reform, Financial Services Industry, Individual Accountability, Ireland

See all updates »

Dispute Boards: A Novel Dispute-Resolution Technique for Life Sciences Companies Fighting COVID-19

In these unprecedented times, life sciences companies are partnering up — sometimes in a matter of days — to find potential vaccines or treatments to the COVID-19 virus. In an effort to help the world beat the pandemic that the…more

Arbitration Agreements, Collaboration, Contract Terms, Coronavirus/COVID-19, Dispute Resolution

See all updates »

Not Quite QPAMDEMONIUM: DOL Issues Final Changes to the QPAM Exemption

On April 3, 2024, the Department of Labor (the “DOL”) issued its final amendment (“Final Amendment”) to Prohibited Transaction Class Exemption 84-14, commonly referred to as the “QPAM Exemption”. Generally, the QPAM Exemption…more

Criminal Convictions, Deferred Prosecution Agreements, Department of Labor (DOL), Disqualification, Employee Retirement Income Security Act (ERISA)

See all updates »

SEC Adopts Share Repurchase Disclosure Rules

Issuers must disclose daily quantitative share repurchase information on a quarterly or semi-annual basis depending on the type of issuer, but not after every repurchase as had been initially proposed - Issuers must disclose…more

10b5-1 Plans, Disclosure Requirements, Federal Register, Final Rules, Foreign Private Issuers

See all updates »

How the Defense in Evonik/PeroxyChem and T-Mobile/Sprint Successfully Litigated the Fix

In 2020, the defense side ended a 15-year drought in litigating the fix. When the U.S. antitrust authorities seek to block a proposed merger, they must obtain an injunction in federal court. One strategy the defense can employ…more

Anti-Competitive, Antitrust Provisions, Competition, Defense Strategies, Merger Controls

See all updates »

European Parliament Approves Antitrust Damages Directive

The European Parliament approved the text on April 17, 2014 of a long-awaited Directive designed to facilitate private actions for damages by victims of infringements of antitrust rules in the EU (the “Directive”). The Directive…more

Antitrust Provisions, Damages, EU

See all updates »

China-Pakistan Economic Corridor: A New Frontier for Investment Treaty Disputes?

China’s One Belt One Road initiative (“OBOR Initiative”) provides promising and lucrative opportunities for foreign investors to invest in large-scale infrastructure projects across Asia, the Middle East, Africa, and Europe. One…more

Bilateral Investment Treaties, China, Construction Project, Fair Trade Agreements (FTA), Foreign Investment

See all updates »

OCIE Publishes Risk Alert on Notable Compliance Issues Found in Investment Adviser Examinations

The staff of the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (staff) issued a Risk Alert on November 19, 2020 (Risk Alert), related to OCIE’s observations regarding deficiencies in…more

Investment Adviser, Investment Management, OCIE, Policies and Procedures, Portfolio Managers

See all updates »

California Superior Court Enforces Federal Forum Selection Provision Under California Law

In the first test outside of Delaware, a California court ruled that federal forum selection provisions enacted by Delaware corporations should be enforced so long as they are not unreasonable, meaning they do not alter…more

Bylaws, Exclusive Jurisdiction, Forum Selection, Out-of-State Companies, PSLRA

See all updates »

SEC Proposes Amendments to Form PF (UPDATED)

The Securities and Exchange Commission on January 26, 2022 voted three to one to propose amendments to Form PF, a confidential reporting form for certain SEC-registered investment advisers to private funds. The amendments…more

Form PF, Investment Adviser, Private Funds, Proposed Amendments, Regulatory Agenda

See all updates »

Holiday Gifts from the EBA?

The European Banking Authority (EBA) published a report, and a short opinion, on how to improve the functioning of the securitization markets, as previously requested by the European Commission. The EBA voiced its support, in…more

Capital Requirements, EU, European Banking Authority (EBA), Financial Markets

See all updates »

So the U.S. Supreme Court Resolved a Circuit Split Concerning Trademark Licenses, Now What?

In Mission Products Holdings, Inc. v. Tempnology, LLC, the U.S. Supreme Court resolved a question that vexed the lower courts and resulted in a circuit split: does the rejection by a debtor-licensor of a trademark license…more

Bankruptcy Code, Breach of Contract, Commercial Bankruptcy, Debtors, Exclusions

See all updates »

Delaware Supreme Court Adopts Primedia Test for Post-Merger Shareholder Actions

In Morris v. Spectra Energy Partners (DE) GP, LP,1 the Delaware Supreme Court clarified the test for determining when former equityholders have standing to pursue post-merger direct claims for a controller’s alleged failure to…more

Article III, Contract Negotiations, Corporate Counsel, Corporate Sales Transactions, DE Supreme Court

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

UK Life Sciences and Healthcare Newsletter - November 2021: Regulatory Updates

Regulatory Updates: Health and Care Bill: medicine information systems  The Health and Care Bill was introduced to the House of Commons on 6 July 2021. Clause 85 of the Bill amends the Medicines and Medical Devices Act 2021 by…more

Life Sciences, Medical Devices, Pharmaceutical Industry, Regulatory Oversight, UK

See all updates »

The Continuing EU Risk Retention Saga

After many ups and downs, one might have thought that EU risk retention was done and dusted, but it looks like there may be a few more twists and turns. On 6 June 2016, the draft Legislative Resolution from the Rapporteur…more

EU, Investors, Proposed Regulation, Risk Retention, Securitization Standards

See all updates »

CFPB Issues Two Final Rules: A Change to the General Qualified Mortgage Rule and the Seasoned Qualified Mortgage Rule

The Consumer Financial Protection Bureau (“CFPB”) recently issued two final rules aimed at bolstering the Qualified Mortgage (“QMs”) market. The first final rule amends the general eligibility category of QMs (“General QMs”)…more

Ability-to-Repay, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fannie Mae, Financial Regulatory Reform

See all updates »

Dechert's International Capital Markets Team In Conversation With...

Vienna Stock Exchange - In the latest issue of Dechert’s international capital markets team’s “In Conversation With…” series, partner Jennifer Rees and associate Kerenza Kerslake sit down with Matthias Szabo and Dimitrios…more

Austria, Environmental Social & Governance (ESG), EU, Eurobonds, Green Bonds

See all updates »

Dechert's International Capital Markets Team In Conversation With...

Vienna Stock Exchange - In the latest issue of Dechert’s international capital markets team’s “In Conversation With…” series, partner Jennifer Rees and associate Kerenza Kerslake sit down with Matthias Szabo and Dimitrios…more

Austria, Environmental Social & Governance (ESG), EU, Eurobonds, Green Bonds

See all updates »

Volcker Rule Amendment: Trending Towards Flexibility

After much anticipation and expectation, on June 25, 2020, the Federal Reserve Board, CFTC, FDIC, OCC, and SEC (the “agencies”) finalized an amendment to Section 13 of the Bank Holding Company Act, commonly known as the Volcker…more

CFTC, FDIC, Federal Reserve, Securities and Exchange Commission (SEC), Volcker Rule

See all updates »

Is Stricter Federal Circuit Review of IPR Factfinding on the Horizon?

A panel of the Federal Circuit recently sounded off with something less than the usual deferential tone regarding review under the substantial evidence standard of factual findings on patentability made by the Patent Trial and…more

Administrative Procedure Act, Agency Deference, Appeals, Clear Error Standard, Corporate Counsel

See all updates »

DOL “Investment Advice” FAQs: Considerations for Investment Advisers, Broker-Dealers and Insurance Companies

The U.S. Department of Labor (DOL) issued in April 2016 the final version of its controversial “investment advice” regulation and various related exemptions (collectively, Final Rules), which are widely expected to have a…more

Annuities, Asset Management, Best Interest Contract Exemptions, Broker-Dealer, Compensation Agreements

See all updates »

SEC Finalizes Cybersecurity Disclosure Rules for Public Companies

The SEC adopted new rules requiring public companies to (i) disclose material cybersecurity incidents on Form 8-K within four business days of determining that an incident is material, and (ii) periodically disclose their…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 10-K, Form 8-K

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

SEC Staff Issues Guidance Update and Investor Bulletin on “Robo-Advisers”

The staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC) published a Guidance Update (Guidance) on February 23, 2017, on the subject of automated investment advisers (often…more

Compliance, Disclosure Requirements, Division of Investment Management, Guidance Update, Investment Adviser

See all updates »

New CSSF Circular on NAV Errors and Investment Rule Breaches

The CSSF has issued a new circular (Circular 24/856) aiming to protect investors in the event of certain errors and breaches. Circular 24/856 will enter into force on 1 January 2025 and will repeal circular 02/77…more

AIFs, CSSF, Data Breach, Investment, Investment Management

See all updates »

Treasury Proposes Investment Advisers AML/CFT Program Rule

Treasury proposed a new rule that would require investment advisers to establish an AML/CFT program and file certain reports, such as Suspicious Activity Reports (SARs), with FinCEN (Proposed Rule). The Proposed Rule would…more

AML/CFT, Bank Secrecy Act, Beneficial Owner, Customer Due Diligence (CDD), Exempt Reporting Advisers (ERAs)

See all updates »

FTC Issues Policy Statement on Patent Listing

The FTC is focusing its attention on the listing of pharmaceutical patents in the FDA’s Orange Book. Patent listing may be the subject of FTC inquiry even absent infringement litigation enforcing the relevant patents…more

Abbreviated New Drug Application (ANDA), Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Hatch-Waxman

See all updates »

FinCEN Corporate Transparency Notice of Proposed Rulemaking: Access to Beneficial Ownership Information and FinCEN Identifiers

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a proposed rule (Proposed Rule) on December 15, 2022, implementing the requirements of Section 6403 of the Corporate Transparency Act (Act)…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), FinCEN

See all updates »

The entry into force of the Digital Markets Act kicks off new era of digital regulation in Europe

On 12 October the Digital Markets Act (DMA)1  was published in the Official Journal of the European Union. The DMA will enter into force on 1 November 2022 and will apply as of 2 May 2023. The DMA introduces European-wide ex…more

Acquisitions, Competition, Compliance, Corporate Counsel, Digital Marketplace

See all updates »

Private Equity in France - 2020 Edition

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory…more

Alternative Investment Fund Managers Directive (AIFMD), Buyouts, Cross-Border Transactions, EU, France

See all updates »

Treasury Proposes Investment Advisers AML/CFT Program Rule

Treasury proposed a new rule that would require investment advisers to establish an AML/CFT program and file certain reports, such as Suspicious Activity Reports (SARs), with FinCEN (Proposed Rule). The Proposed Rule would…more

AML/CFT, Bank Secrecy Act, Beneficial Owner, Customer Due Diligence (CDD), Exempt Reporting Advisers (ERAs)

See all updates »

District of Delaware Holds that ANDA Filer’s Conversion from a PIV Certification to a PIII Certification Does Not Strip Court of Jurisdiction, But Does Warrant Dismissal of Hatch-Waxman Infringement Claims

Generic manufacturers seeking to put an end to Hatch-Waxman Act patent litigation over a branded company’s Orange Book-listed patents can seek to do so by converting from Paragraph IV (“PIV”) patent certifications to Paragraph…more

Abbreviated New Drug Application (ANDA), Article III, Case or Controversy, Certifications, Dismissals

See all updates »

SEC Issues Proposed Rule Permitting Variable Annuity and Variable Life Insurance Contracts to Use Layered Disclosure

The U.S. Securities and Exchange Commission announced on October 30, 2018 that it had voted to issue a proposed rule and form amendments1 that would allow insurers offering variable annuity and/or variable life insurance…more

Comment Period, Contract Terms, Insurance Industry, Integrated Disclosures, Investment Company Act of 1940

See all updates »

NYSE Outage – Fund Valuation and Operations Based on the NYSE Close

The New York Stock Exchange (NYSE or Exchange) was forced to suspend trading for almost four hours on July 8, 2015 to resolve a technical problem that resulted from a software upgrade. The Exchange resumed normal trading…more

Asset Valuations, Fund Sponsors, Investment Company Act of 1940, Investment Funds, NYSE

See all updates »

Combating Unfair Competition: The Convergence of China’s Antitrust and Anti-Graft Enforcement Activities

Recent investigations and high profile convictions highlight the ongoing crackdown by China’s authorities against anti-competitive conduct. In their efforts to combat unfair competition, Chinese authorities have used both…more

Anti-Corruption, Antitrust Investigations, Automotive Industry, China, Enforcement Actions

See all updates »

Update on PPP Loans: Paycheck Protection Program Flexibility Act Signed into Law

On June 5, 2020, President Trump signed into law the Paycheck Protection Program Flexibility Act of 2020 (the “PPP Flexibility Act”). The PPP Flexibility Act makes a handful of significant changes to the Paycheck Protection…more

CARES Act, Federal Loans, Loan Forgiveness, Paycheck Protection Program (PPP), Paycheck Protection Program Flexibility Act of 2020 (PPPFA)

See all updates »

SEC Current Reporting Requirements for Private Funds Become Effective in December

Key Takeaways - Following the SEC’s adoption, earlier this year, of changes to Form PF, large hedge fund advisers will face, for the first time, a requirement to report certain events to the SEC within 72 hours. Private…more

Clawbacks, Dodd-Frank, Filing Requirements, Final Rules, FSOC

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

US District Court: Party to Arbitration Waived "Right to be Heard" Arguments

The U.S. District Court for the Northern District of Illinois issued an implicit warning to arbitration practitioners in the Urquhart v. Kurlan decision issued two weeks ago: choose your words carefully at the close of hearings,…more

Appeals, Arbitration, Arbitration Awards, CBOE, Implied Waivers

See all updates »

FDA Issues Final Rule Clarifying Evidence of Off-Label Marketing

Key Takeaways - Following more than five years of revisions and delays, the U.S. Food and Drug Administration (“FDA”) published its final “intended use” rule (the “Final Rule”) and amended its regulations describing the types of…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Off-Label Promotion, Off-Label Use, Pharmaceutical Industry

See all updates »

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase…more

Acquisitions, CIGNA, Indemnification Clauses, Mergers, Private Equity

See all updates »

Major Decision for Major Questions: Supreme Court Reins In Federal Regulatory Authority

Introduction - In West Virginia v. EPA, the Supreme Court confirmed a robust “major questions” canon of construction that will restrain administrative agencies’ ability to regulate on issues of “vast economic and political…more

Air Pollution, Clean Air Act, Clean Power Plan, Climate Change, Commercial Litigation

See all updates »

Tenth Circuit Affirms Another Adviser Victory in Section 36(b) Lawsuit

The U.S. Court of Appeals for the Tenth Circuit has affirmed the lower court’s trial ruling in the Section 36(b) lawsuit, Obeslo v. Great-West Capital Management, LLC et al.1 The ruling comes at the tail end of a wave of Section…more

Burden of Proof, Fiduciary Duty, Investment Adviser, Investment Management, Section 36(b)

See all updates »

Original[s] Sin

The closing deadline is quickly approaching!  Which of the following two processes would you choose?  Would you - (a) create a pdf of signature pages and request that parties provide a digital signature and return via email,…more

Commercial Leases, Contract Formation, Coronavirus/COVID-19, E-Signatures

See all updates »

FSOC Relaxes Process to Designate Nonbanks as Systemically Important

The Financial Stability Oversight Council unanimously approved an analytic framework for financial stability risk identification, assessment and response and interpretive guidance on nonbank financial company determinations on…more

Asset Management, Digital Assets, Dodd-Frank, Federal Reserve, FSOC

See all updates »

Final IRS Regulations for RICs to Passthrough REIT Dividends Eligible for 20% Deduction

The U.S Department of the Treasury and the Internal Revenue Service on June 24, 2020 issued final tax regulations ("Final Regulations") that permit a regulated investment company (“RIC”) to report to its shareholders the portion…more

Dividends, Final Rules, Investment Companies, IRS, Pass-Through Entities

See all updates »

BEA’s BE-12 Benchmark Survey of Foreign Direct Investments in the United States: Implications for U.S. Asset Managers

Financial services providers that are subsidiaries of a non-U.S. parent (or that have received substantial direct investment from abroad) should evaluate whether they are required to file the Benchmark Survey of Foreign Direct…more

Asset Management, BEA, Financial Services Industry, Foreign Direct Investment, Form BE-12

See all updates »

Part 2 of 2: U.S. Supreme Court Confirms False Claims Act’s Scienter Standard Accounts for Subjective Intent

On June 1, 2023, the U.S. Supreme Court released a unanimous decision in U.S. ex rel. Schutte v. SuperValu Inc., No. 21-1326; U.S. ex rel. Proctor v. Safeway, Inc., No. 22-111, clarifying the False Claims Act’s scienter…more

Drug Pricing, False Claims Act (FCA), Fraud, Medicaid, Medicare

See all updates »

Summary and Discussion of Chair White's Speech Regarding SEC Regulation

Highlights: - The SEC plans to develop a proactive and agile regulatory framework through which it can anticipate issues and address them proactively, even as the capital markets continue to undergo rapid change. -…more

JOBS Act, Mary Jo White, Regulation D, Regulation S-X, Rule 506 Offerings

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts

PFAS Litigation Continues to Expand - In recent months, state attorneys general have filed lawsuits seeking natural resource damages for historical releases of per- and polyfluoroalkyl substance (“PFAS”) to the environment…more

Drinking Water, Environmental Protection Agency (EPA), EU, Multidistrict Litigation, PFAS

See all updates »

Delaware Court of Chancery Adopts New Framework for Determining whether to Join Minority Stockholders with a Controlling Stockholder as Part of a Control Group

In a decision of interest to private equity investors, the Delaware Court of Chancery (the “Court”) adopted a new framework for determining whether minority stockholders are part of a control group with a separately controlling…more

Control Group, Controlling Stockholders, Fiduciary Duty, Going-Private Transactions, Joinder

See all updates »

FDA Issues Revised Draft Guidance on “Off-Label” Communications to Health Care Providers – Expanded Scope, Yet Limitations Remain

The FDA issued Revised Draft Guidance addressing communications by drug and device manufacturers about “off-label” uses of approved products. The Revised Draft Guidance supersedes FDA’s 2014 Draft Guidance on “Distributing…more

Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA), First Amendment, Food and Drug Administration (FDA), Health Care Providers

See all updates »

Proposed HSR Rule Changes to Increase Burdens, Especially for Asset Managers and Private Equity

The Hart-Scott-Rodino Act (HSR Act) is a procedural statute that requires parties to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) of proposed acquisitions that exceed certain thresholds. After…more

Acquisitions, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investors

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 48

FTC Announces Proposed Settlement with Data Aggregator over its Alleged Selling of Precise Location Data - The Federal Trade Commission (“FTC”), on January 18, 2024, announced a proposed settlement with InMarket Media…more

Artificial Intelligence, Data Protection, European Data Protection Board (EDPB), Federal Trade Commission (FTC), Homeland Security Cybersecurity & Infrastructure Security Agency (CISA)

See all updates »

The ESG Climate Change Evolution of Commercial Real Estate Finance: Turning Over New (Green) Leaves

The Intergovernmental Panel on Climate Change’s Sixth Assessment report, released most recently in spring 2022, sounded the alarm on the current state of the Earth’s climate. Today, with just 1.1 degrees Celsius in warming,…more

Carbon Emissions, Climate Change, Commercial Real Estate Market, Commercial Tenants, Compliance

See all updates »

Delaware Court of Chancery Issues Significant Decision Addressing Fiduciary Duties of Officers, Including Holding that Officers Owe a Duty of Oversight

Corporate officers owe the same fiduciary duty of oversight as directors. Just as with directors, officers fulfill their oversight duty by acting in good faith…more

Breach of Duty, Corporate Counsel, Corporate Officers, DE Supreme Court, Delaware

See all updates »

DOL and Treasury Defang COBRA’s Deadlines in a Time of National Emergency

A national emergency was declared on March 13, 2020, as the result of the COVID-19 pandemic. As a result of that declaration, the Federal Emergency Management Agency (FEMA) issued emergency declarations for every state,…more

Balloon Payments, COBRA, Department of Labor (DOL), Employee Benefits, Employer Group Health Plans

See all updates »

Delaware Chancery Court Invalidates Non-Compete, Continuing Trend

The Delaware Chancery Court has issued yet another decision invalidating restrictive covenants, continuing a trend of recent decisions in which the court has refused to “blue-pencil,” or modify, covenants. In Sunder Energy, LLC…more

Competition, Enforcement, Non-Compete Agreements, Non-Solicitation Agreements, Restrictive Covenants

See all updates »

Department of the Treasury’s CDFI Fund Releases Revised Certification Application

The U.S. Department of the Treasury’s Community Development Financial Institutions Fund released an updated Community Development Financial Institution (CDFI) Certification Application (Application). This updated Application…more

Applications, CDFI Fund, Certifications, Community Development Financial Institution (CDFI), Compensation

See all updates »

New Proposed Tax Regulations on Replacing LIBOR with Other Variable Rates

On October 9, 2019, the U.S. Department of the Treasury and the Internal Revenue Service proposed regulations (“Proposed Regulations”) addressing the transition from London interbank offered rate (“LIBOR”) to the use of…more

Comment Period, Debt Instruments, Foreign Banks, Hedges, Inter-Bank Offered Rates (IBORs)

See all updates »

COVID-19: Update on Managing Civil Litigation During Coronavirus Shutdown

As we previously observed, the outbreak of the novel coronavirus (COVID-19) has created substantial disruption and uncertainty with respect to civil litigation management. Since we last reported on March 19, 2020, federal and…more

Appellate Courts, Case Management, Coronavirus/COVID-19, Court Closures, Court Schedules

See all updates »

Employers: Are You Ready for a Cyberwar? Attackers Using Ransomware are Saying Show Me Your Bitcoin!

Recently, the WannaCry ransomware attack impacted 150 countries and over 300,000 computers. Not all ransomware attacks are so massive but they all are fast moving and require swift action to prevent destruction and lose of data…more

Covered Entities, Cyber Attacks, Cybersecurity, Department of Health and Human Services (HHS), Electronic Protected Health Information (ePHI)

See all updates »

Update on German Regulations on Occupational Safety – Loosened Obligations for Employers

As of March 20, 2022, the German legislator updated the German SARS-CoV-2 Occupational Health and Safety Regulation (SARS-CoV-2-Arbeitsschutzverordnung) and loosed the obligations of German employers for implementing measures to…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, EU, Germany

See all updates »

SEC Proposes New Regulatory Framework for Use of AI by Broker-Dealers and Investment Advisers

The SEC has proposed new rules designed to regulate potential conflicts of interest associated with broker-dealers’ and investment advisers’ use of certain AI-related technologies in their interactions with investors. The…more

Artificial Intelligence, Broker-Dealer, Conflicts of Interest, Consumer Protection Act, Disclosure Requirements

See all updates »

Federal Reserve Releases FAQ for the Primary Market Corporate Credit Facility (PMCCF)

On May 4, 2020, the Federal Reserve Bank of New York (the “Federal Reserve”) released Frequently Asked Questions (the “FAQs”) regarding the Primary Market Corporate Credit Facility (“PMCCF”) program, providing greater detail and…more

Bonds, CARES Act, Eligibility, Federal Reserve, NRSRO

See all updates »

MiFID II ESG product governance amendments in force from 22 November 2022

MiFID II ESG product governance amendments in force from 22 November 2022 The new product governance amendments will require firms to specifically take into account ESG factors throughout their product governance processes…more

Banks, Distributors, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA)

See all updates »

Off the Beaten Track? U.S. Supreme Court Holds States May Require Corporations to Consent to Jurisdiction to Conduct Business

On June 27, 2023, a fractured Supreme Court held in Mallory v. Norfolk Southern Railway Co. that a Pennsylvania law requiring out-of-state businesses to consent to the jurisdiction of the Pennsylvania courts as a condition of…more

Cause of Action Accrual, Commerce Clause, Consent, Due Process, Fourteenth Amendment

See all updates »

SCA Updates – Public Offering of Foreign Funds in the UAE – Extension of the Grace Period

The Securities and Commodities Authority of the United Arab Emirates (“SCA”) has announced that the grace period granted to foreign funds registered with SCA for a public offering has now been extended to 31 March 2024, provided…more

Securities and Commodities Authority (SCA), United Arab Emirates (UAE)

See all updates »

Diversity and Inclusion in the UK Financial Sector - The UK Regulators' Proposals

Introduction - In this Onpoint, we report on the recent discussion paper: “Diversity and inclusion in the financial sector – working together to drive change” (DP21/2) (the Discussion Paper) recently issued by the Bank of…more

Diversity, Diversity and Inclusion Standards (D&I), Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - Issue 47

FTC Settles with Rite Aid on its Use of AI and Processing of Biometric Information - The Federal Trade Commission (“FTC”), on December 19, 2023, announced that it had reached a settlement with Rite Aid Corporation (“Rite…more

Artificial Intelligence, Biometric Information, COPPA, Data Brokers, Data Retention

See all updates »

New Proposed Tax Regulations on Replacing LIBOR with Other Variable Rates

On October 9, 2019, the U.S. Department of the Treasury and the Internal Revenue Service proposed regulations (“Proposed Regulations”) addressing the transition from London interbank offered rate (“LIBOR”) to the use of…more

Comment Period, Debt Instruments, Foreign Banks, Hedges, Inter-Bank Offered Rates (IBORs)

See all updates »

INDUSTRY OUTLOOK - Private Credit, BDCs and Everything in Between - 2019 Edition

In this report, members of Dechert’s multidisciplinary permanent capital team provide a round-up of legal and business considerations for private credit, BDCs and everything in between. Topics covered include: - Corporate…more

Acquisitions, BDC, Business Development Companies, Business Tax Credits, Capital Formation

See all updates »

IRS Releases Final Tax Regulations on Imputed Income from Subsidiaries and Other Controlled Foreign Corporations

On March 18, 2019, the U.S. Department of the Treasury and the Internal Revenue Service issued final tax regulations for registered investment funds that are taxed as regulated investment companies (“RICs”) and that invest in…more

Closed-End Funds, Commodities, Controlled Foreign Corporations, Derivatives, Dividends

See all updates »

Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN is…more

Administrative Appeals, Articles of Incorporation, Board of Directors, Bylaws, Conflicts of Interest

See all updates »

DOL Charts a New Course for ERISA's Fiduciary Rule

The U.S. Department of Labor (DOL) published a final rule on April 7, 2017 (Final Extension),1 delaying for 60 days the applicability date of the new rule defining who is a fiduciary under ERISA (Fiduciary Rule)2 and related…more

Best Interest Contract Exemptions, Delays, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Exemptions

See all updates »

OCIE Releases 2020 Examination Priorities

The 2020 Examination Priorities of the Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission were announced on January 7, 2020, and cover eight broad topics: - Protection of…more

Anti-Money Laundering, Broker-Dealer, Critical Infrastructure Sectors, Cybersecurity, Digital Assets

See all updates »

Investment Funds Update – Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - Issue 3, 2019: France

Eligibility of UK equities for French plan d’épargne en actions if Hard Brexit - In February, France passed an ordinance (the “Ordinance”) relating to the consequences of a no-deal Brexit. Article 4 provides the rules…more

AMF, Asset Management, CNIL, EU, France

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

Mexico’s Electricity Industry Law Update: Remedies for Foreign Investors

Key Takeaways - The recently published Decree amending Mexico’s Electricity Industry Law is poised to significantly affect foreign companies investing in Mexico’s energy sector…more

Electricity, Energy Sector, Foreign Investment, Investors, Mexico

See all updates »

District Court Vacates SEC’s Proxy Advisory Rule

The court vacated the last of the three conditions that were applied to proxy advisory firms as a result of the SEC’s 2020 regulation of Proxy Advisory Firms. As a result of this ruling, Proxy Advisory Firms are no longer…more

Conflicts of Interest, Proxy Advisors, Proxy Advisory Firms, Securities and Exchange Commission (SEC), Securities Exchange Act of 1934

See all updates »

In Major Ruling Celebrated by Crypto Industry, Federal Court Holds That XRP Token is “Not Necessarily a Security”

On July 13, 2023, the United States District Court for the Southern District of New York (the “Court”) issued a major ruling in in a closely-followed lawsuit brought by the Securities and Exchange Commission (the “SEC”) against…more

Crypto Exchanges, Digital Assets, Howey, Investors, Popular

See all updates »

SEC Focuses on Initial Coin Offerings: Tokens May Be Securities Under Federal Securities Laws

The U.S. Securities and Exchange Commission (SEC) has recently taken several actions to make clear that it is focused on and actively monitoring the rapidly growing market for so-called “token sales” or “initial coin offerings”…more

Capital Formation, CFTC, Crowdfunding, Cybersecurity, Enforcement Actions

See all updates »

SEC Proposes Rule to Allow Most ETFs to Operate without Exemptive Relief

The Securities and Exchange Commission is proposing to simplify and modernize the regulatory framework governing exchange-traded funds and enhance information to investors about the costs of purchasing ETF shares. If adopted,…more

Disclosure Requirements, ETFs, Exchange-Traded Products, Exemptive Relief, Listing Rules

See all updates »

Biden-Harris Administration Publishes Emergency Regulation Requiring COVID-19 Vaccination for Health Care Workers

On November 5, the Biden-Harris Administration published an emergency regulation, the Omnibus COVID–19 Health Care Staff Vaccination Rule, requiring staff at covered health care facilities to be vaccinated against COVID-19 (the…more

Biden Administration, Centers for Medicare & Medicaid Services (CMS), Coronavirus/COVID-19, Employer Mandates, Essential Workers

See all updates »

FCA Proposes a New Regulatory Framework on Diversity and Inclusion

The Financial Conduct Authority (FCA) is engaging with firms to improve diversity and inclusion in financial services. It has launched a consultation, CP23/20 Diversity and inclusion in the financial sector – working together to…more

Capital Requirements Regulation (CRR), Corporate Governance, Data Disposal Protocols, Data Reporting, Diversity

See all updates »

SEC Proposes Amendments to the Advertising and Solicitation Rules

The U.S. Securities and Exchange Commission has proposed amendments to Rule 206(4)-1 – Advertisements by Investment Advisers (Current Advertising Rule) and Rule 206(4)-3 – Cash Payments for Client Solicitations (Current…more

Advertising, Cash Solicitation Rule, Form ADV, Institutional Investors, Investment Adviser

See all updates »

Federal Court Holds DAO Members Can Be Treated as General Partners Subject to Joint and Several Liability

A Southern District of California federal district court in Sarcuni v. bZx DAO held on March 27, 2023, that decentralized autonomous organizations (“DAOs”), which are member-owned communities that maintain financial records and…more

Blockchain, Cryptocurrency, Decentralized Autonomous Organization (DAO), Decentralized Finance (DeFi), Digital Assets

See all updates »

COVID-19 Coronavirus Business Impact: German Tax Administration Provides COVID-19 Coronavirus Temporary Relief for Investment Restrictions of German and Foreign Investment Funds

The recent volatility in capital markets during the COVID-19 pandemic has created the risk that investment funds may be passively breaching investment restrictions that apply to them under the German Investment Tax Act…more

Coronavirus/COVID-19, Foreign Investment, German Investment Tax Act (GITA), Germany, Investment Funds

See all updates »

The Evolving Global Foreign Direct Investment and National Security Review Landscape

The national security and foreign direct investment (“FDI”) review landscape around the world is evolving rapidly. A pre-pandemic trend of active FDI reviews in countries around the world has gained momentum and resulted in the…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, National Security, OECD

See all updates »

DAMITT 2023 Annual Report: Minding the Gap in Merger Enforcement

Only 12 significant merger investigations concluded in 2023—a drop of 40 percent from just last year and by far the lowest in DAMITT history. This observed and verifiable drop sharply contrasts with recent reports that Biden’s…more

Enforcement, EU, Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investigations

See all updates »

Not Quite QPAMDEMONIUM: DOL Issues Final Changes to the QPAM Exemption

On April 3, 2024, the Department of Labor (the “DOL”) issued its final amendment (“Final Amendment”) to Prohibited Transaction Class Exemption 84-14, commonly referred to as the “QPAM Exemption”. Generally, the QPAM Exemption…more

Criminal Convictions, Deferred Prosecution Agreements, Department of Labor (DOL), Disqualification, Employee Retirement Income Security Act (ERISA)

See all updates »

New EU rules ease access to capital for SMEs

The new EU Prospectus Regulation (the “New Prospectus Regulation”), which entered into force on 20 July 2017 (although many of its provisions take effect on 21 July 2018 and 21 July 2019), aims to facilitate access to capital at…more

Capital Markets, Corporate Issuers, EU, EU Prospectus Regime, Initial Public Offering (IPO)

See all updates »

Germany: New Notification Obligation Regarding Certain Foreign Investment Transactions in Germany

Highlights: - Acquisitions of 25% or more of a Germany company by a non-EU/EFTA investor are subject to the German foreign trade law. - Certain industry sectors of the German economy have been identified to be of…more

Critical Infrastructure Sectors, EFTA, Foreign Investment, Germany, Merger Controls

See all updates »

Court of Justice of the European Union Finds Individuals Have a “Right to be Forgotten” Under Data Protection Law

Court defines its territorial reach and obliges Google to remove “old” unwanted personal data from web search results - In a landmark ruling on 13 May 2014,1 the Court of Justice of the European Union (“CJEU”), the EU’s…more

Data Processors, Data Protection, EU, European Court of Justice (ECJ), Google

See all updates »

PFAS: The Rising Tide of Regulatory Compliance and Litigation Risks

EPA Strengthens Focus on PFAS - Late last month, U.S. EPA finalized a rule requiring current and historical manufacturers and importers of perfluoroalkyl substances (PFAS) and PFAS-containing materials to report on PFAS uses,…more

CERCLA, Compliance, Enforcement, Environmental Protection Agency (EPA), Final Rules

See all updates »

UK Commits to Introducing Targeted Digital Services Tax

The UK government yesterday announced that it will introduce a targeted Digital Services Tax aimed at large search engines, social media platforms and online marketplaces, applicable from April 2020…more

BEPS, Digital Marketplace, Digital Services, Digital Taxes, OECD

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

Economic Crime and Corporate Transparency Act 2023 – what changes to corporate criminal liability can we expect?

On 26 October 2023, the Economic Crime and Corporate Transparency Act (the “Act”) received Royal Assent. Among other measures to further tackle economic crime1 it has introduced a failure to prevent fraud offence and amended…more

Corporate Crimes, Deferred Prosecution Agreements, Financial Crimes, Fraud Prevention, Liability

See all updates »

SEC Adopts Third Set of Amendments to Form PF

The latest round of revisions to Form PF made a stealthy arrival, with the SEC announcing in mid-February that it adopted the updates without an in-person vote. As the third set of amendments to Form PF in the past 12…more

CFTC, Compliance, Form PF, New Amendments, Private Funds

See all updates »

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

Act Modernizing Luxembourg Fund Product Laws and AIFM Act Has Been Published

On 11 July 2023, the Luxembourg Parliament adopted bill of law n°8183 which amends five existing Luxembourg laws relating to alternative investment funds (“AIFs”) and alternative investment fund managers (“AIFMs”), namely the…more

Alternative Investment Fund Managers Directive (AIFMD), ELTIF, EU, Financial Institutions, Financial Services Industry

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

Sweeping Law for DEI Transparency of Private Funds with a California Nexus

California continues its initiatives to increase workplace diversity through a new law that will require certain funds with a nexus to California to report DEI information about the founding teams of their portfolio companies…more

California, Capital Markets, Diversity, Diversity and Inclusion Standards (D&I), Investment

See all updates »

Final IRS Regulations on Transition from LIBOR to Other Reference Rates

The U.S. Department of the Treasury and the Internal Revenue Service on December 30, 2021, issued final regulations (“Final Regulations”) allowing a tax-free treatment of “covered modifications,” as defined, of certain contracts…more

Contract Modification, Debt Instruments, Derivatives, FATCA, Financial Regulatory Reform

See all updates »

Supervisory Liability for CCOs Under FINRA Rule 3110

The Financial Industry Regulatory Authority issued a regulatory notice clarifying the scope of supervisory liability under FINRA Rule 3110 of a broker-dealer’s chief compliance officer (CCO) (Regulatory Notice). FINRA’s Head of…more

Broker-Dealer, Chief Compliance Officers, Compliance Management Systems, Financial Industry Regulatory Authority (FINRA), Financial Regulatory Reform

See all updates »

Fair Lending Compliance for Mortgage Lenders: An ESG Approach

Mortgage lenders of all sizes are paying closer attention to environmental, social and governance (“ESG”) issues as they face inquiries from their investors and customers as well as increased scrutiny from regulators. Given the…more

Compliance, Consumer Financial Protection Act (CFPA), ECOA, Environmental Social & Governance (ESG), Fair Housing Act (FHA)

See all updates »

FTSE gender balance a year on – is progress being made?

The Hampton-Alexander Review (the “Review”), an independent, business led review supported by the UK Government, has published its ‘one year on’ supplementary report on gender balance in FTSE leadership…more

Board of Directors, Corporate Governance, Diversity, FTSE, Gender-Based Pay Discrimination

See all updates »

AIFMD 2.0 update – no agreement reached under the Swedish Presidency of the Council of the EU

The final Trilogue meeting to discuss AIFMD 2.0 under the Swedish Presidency of the Council of the EU, scheduled for 26 June, was cancelled. AIFMD 2.0 will not be finalised under the Swedish Presidency…more

Alternative Investment Fund Managers Directive (AIFMD), EU, European Commission, UCITS

See all updates »

Dechert Cyber Bits - Key Developments in Privacy & Cybersecurity - 2024 Crystal Ball Edition

As we begin the new year, we offer this special edition with predictions for 2024 from members of the Cyber Bits Partner Committee. Regardless of what happens in 2024, we renew our commitment to keep you informed of the latest…more

Artificial Intelligence, Biometric Information, China, Consumer Privacy Rights, Cybersecurity

See all updates »

U.S. Fund Litigation Update: Where We are Now and Where We Could be Headed

Five years removed from the credit crisis and “great recession” of 2008, the U.S. fund industry still faces substantial litigation risk, both in terms of ongoing cases that challenge the core of the advisory/sub-advisory model…more

Investment Companies, Investment Company Act of 1940, Investment Funds, Securities Act of 1933, Securities and Exchange Commission (SEC)

See all updates »

Are You Ready for the Corporate Transparency Act?

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of The National Defense Authorization Act. The CTA mandates the establishment of a national registry requiring companies to disclose the…more

Beneficial Owner, Corporate Transparency Act, Disclosure Requirements, FinCEN, NDAA

See all updates »

Advisers Act Marketing Rule Compliance Deadline Fast Approaching: Key Preparations and Considerations for Compliance

The November 4, 2022, deadline for advisers to implement amended Rule 206(4)-1 (Marketing Rule) and related rules under the Investment Advisers Act of 1940 is fast approaching. Advisers required to comply with the rule are…more

Advertising, Amended Rules, Cash Solicitation Rule, Compliance, Endorsements

See all updates »

Russian Supreme Court allows sanctioned parties to avoid arbitration agreements with a seat in a state imposing sanctions

In June 2020, the Russian Arbitrazh Procedure Code was amended to vest exclusive competence in the Russian arbitrazh (commercial) courts (“Arbitrazh Courts”) over disputes involving Russian (and certain foreign) persons who are…more

Arbitration, Arbitration Agreements, Business Disputes, International Arbitration, Russia

See all updates »

SEC Rule Proposal: Good Faith Determinations of Fair Value Under the Investment Company Act

The U.S. Securities and Exchange Commission on April 21, 2020 proposed a long-anticipated framework for fair valuation of fund investments. Proposed Rule 2a-5 under the Investment Company Act of 1940 would establish requirements…more

Board of Directors, Fair Value Standard, Fund Managers, Good Faith, Investment Adviser

See all updates »

U.S. v. Ganias: Second Circuit Limits Government’s Ability to Use Electronic Material Seized Beyond Scope of Warrant for Different Prosecution

In a recent decision that provides important guidance in the developing law related to government seizure of electronic records in criminal investigations, on June 17, 2014, the United States Court of Appeals for the Second…more

Data Collection, Electronically Stored Information, Fourth Amendment, Search Warrant, Warrantless Searches

See all updates »

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential Controllers

The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the Board,…more

Appeals, Board of Directors, Breach of Duty, Business Litigation, Commercial Litigation

See all updates »

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase…more

Acquisitions, CIGNA, Indemnification Clauses, Mergers, Private Equity

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

UK Court Rules Debtor Cannot Use Corporate Vehicle to Evade Liability

Section 423 of the Insolvency Act 1986 allows for the reversal of certain transactions at an undervalue that are intended to prejudice the interests of creditors. The scope of Section 423 is extensive and may be used to…more

Appeals, Creditors, Debtors, Fraud, Liability

See all updates »

International Capital Markets Newsletter - Winter 2021: Introduction to Indonesia Stock Exchange

The Indonesia Stock Exchange (“IDX”) lists an average of 30 companies per year, but this number is increasing, with 30 companies having already listed by September 2021. The IDX is an important player in Asian capital markets,…more

Capital Markets, Dual Class Share Structures, Foreign Exchanges, Indonesia, Indonesian Financial Services Authority

See all updates »

Part Cash, Part Stock, 100% Taxable – New IRS Guidance on RIC and REIT Distributions

The U.S. Internal Revenue Service (“IRS”), on August 11, 2017, issued Revenue Procedure 2017-45 (the “New Revenue Procedure”).1 Pursuant to the New Revenue Procedure, the IRS will treat part cash and part stock distributions of…more

Corporate Taxes, Income Taxes, IRS, New Guidance, Publicly-Traded Companies

See all updates »

Landmark Reform of UAE Foreign Ownership and Investment Laws - Foreign nationals to be permitted to own 100 percent of commercial companies within the UAE under new Decree

This briefing supplements our previous Dechert OnPoint briefings “Alert on New UAE FDI Law,” and “UAE FDI Law Positive List Confirmed” which discussed the introduction of the Foreign Direct Investment Law (Federal Decree-Law No…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Foreign Nationals, Foreign Ownership

See all updates »

“More Cooperation Please”: DOJ Revises Corporate Enforcement Policy to Encourage Even Greater Cooperation

This week the DOJ published revisions to its Corporate Enforcement Policy designed to even further encourage companies to make voluntary self-disclosures of wrongdoing within their ranks, cooperate with investigations, and take…more

Compliance, Corporate Crimes, Corporate Fraud, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

Le Parquet national financier publie de nouvelles lignes directrices

Il y a cinq ans, la France a promulgué sa loi anti-corruption, dite loi Sapin II1. Cette loi a introduit des innovations importantes, y compris la possibilité pour les entreprises de se voir proposer et de négocier une…more

Anti-Corruption, CJIP, Department of Justice (DOJ), Evidence, France

See all updates »

From the “Be Careful What You Ask For” Department: Was No News Good News?—IRS Issues Notice on Section 162(m)

The Internal Revenue Service (the “IRS”) recently issued Notice 2018-68 (the “Notice”) providing much-anticipated guidance on certain aspects of the “Tax Cuts and Jobs Act” (the “Act”) enacted in December 2017, which, among…more

Covered Employees, Executive Compensation, IRS, New Guidance, Pay-for-Performance

See all updates »

New Russian Presidential Decree Further Restricts Sales of Certain Russian Companies

Under the Decree, transactions resulting in the establishment, change, termination or encumbrance (directly or indirectly) of rights with respect to securities of certain Russian legal entities; shares (participatory interests)…more

Banks, Critical Infrastructure Sectors, Natural Resources, Oil & Gas, Presidential Decrees

See all updates »

The Essential Guide to UK Real Estate

This Essential Guide provides an overview of the legal and regulatory issues likely to affect developers, occupiers and investors in UK real estate. Real estate - Real estate law in England and Wales can trace its…more

Arbitration Agreements, Conservation, Construction Industry, Intellectual Property Protection, Land Owners

See all updates »

Loan Modifications and Pool Management in a CRE CLO

Key Takeaways - CRE CLOs are attractive exit strategies for lenders of commercial bridge loans, in part due to the flexibility the structure provides in the modification of performing loans. n light of adverse financial…more

CMBS, Financial Markets, Investors, Loan Modifications, Loans

See all updates »

Dechert Cyber Bits - Issue 51

Biden Administration Issues Executive Order Restricting Bulk Transfers of U.S. Citizens' Personal Data to “Countries of Concern” - On February 28, 2024, President Biden issued an Executive Order (“EO”) to address the supposed…more

Biden Administration, California, Cybersecurity Framework, Data Privacy, Data Protection

See all updates »

Restricting Share Capital Reductions in Takeovers

The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (the “Regulations”) came into force on 4 March 2015. The Regulations amend section 641 of the Companies Act 2006 to prevent a company from reducing its share capital…more

Amended Regulation, Share Capital, Stocks

See all updates »

Inventive AI: UK Supreme Court holds that only humans can be inventors

An AI system cannot be named as the inventor in a UK patent application – the inventor(s) must be human. Technical developments created by AI cannot be ‘inventions’ within the meaning of UK patent legislation. UK patent law…more

Artificial Intelligence, Authorship, Biden Administration, European Commission, European Patent Office

See all updates »

Term SOFR is Here - The ARRC Recommends CME Group’s Term SOFR Rates for Use

An update from the Dechert LIBOR taskforce - On July 29, 2021, the Alternative Reference Rates Committee (the “ARRC”) formally recommended the forward-looking term rates based on the secured overnight financing rate (“SOFR”)…more

Banking Sector, Financial Conduct Authority (FCA), Interest Rates, Libor, Secured Overnight Funding Rate (SOFR)

See all updates »

Cross-Border CRE Warehouse Facilities: Q&A

Introduction - We are often asked by clients about cross-border commercial mortgage warehouse transactions. Over the past ten years there has been substantial growth in the number of facilities that we advise on that have…more

Commercial Mortgages, Cross-Border, GMRA, Jurisdiction, Mortgage Lenders

See all updates »

Summary of the Federal Reserve Main Street Lending Program (UPDATED)

The Federal Reserve Bank (the “Fed”) and the U.S. Department of the Treasury (the “Treasury”) announced preliminary details for the Main Street Lending Program (the “MSLP”) on April 9, 2020. Additional details and guidance as…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

See all updates »

The Potential Impact of the COVID-19 Coronavirus on EBITDA and Financial Covenant Calculations in Loan Agreements

Whilst the full scope of the potential impact of COVID-19 for financial covenant calculations and other purposes within loan agreements can only properly be assessed on a deal-by-deal basis, it is still possible to identify some…more

Accounting Standards, Auditors, Audits, Borrowers, Coronavirus/COVID-19

See all updates »

U.S. Supreme Court to Decide When Attorney-Client Communications that Contain “Hybrid” Legal and Business Advice Are Protected by the Attorney-Client Privilege

Addressing an important issue for in-house counsel, the Supreme Court will resolve a three-way circuit split as to when “dual-purpose” attorney-client communications that contain both legal and non-legal advice are protected by…more

Appeals, Attorney Communications, Attorney-Client Privilege, Certiorari, Disclosure

See all updates »

Global Private Equity Newsletter - Fall 2017 Edition: Recent Developments in Acquisition Finance

A delicate balance has evolved over time in leveraged acquisitions with respect to the nature of the contractual relationship between a target and its owners, on the one hand, and the debt financing sources of the buyer, on the…more

Acquisition Finance, Appeals, Bonds, Breach of Contract, Buyers

See all updates »

Non-U.S. Companies Should Use Caution When Investing in U.S. “Agricultural Land”

A non-U.S. company that buys or sells U.S. real estate that is or once was used for agricultural purposes may face reporting requirements in connection with such transactions. These reporting obligations might apply whether or…more

Agricultural Land, Failure-to-File, Farms, Non-US Entities, Penalties

See all updates »

SEC Reopens Comment Period for Beneficial-Ownership Reporting Requirements Rule Proposal

The U.S. Securities and Exchange Commission (the “SEC”) announced on April 28, 2023, that it has reopened the comment period for its February 2022 Modernization of Beneficial Ownership Reporting rule proposal (the “Proposed…more

Asset Management, Beneficial Owner, Proposed Rules, Reporting Requirements, Securities and Exchange Commission (SEC)

See all updates »

DC Circuit Court Newsflash: “Transfer” means “Transfer”

In an eagerly anticipated (and much speculated upon) decision, a three judge panel of the United States Court of Appeals for the District of Columbia Circuit (“DC Circuit Court”) issued a unanimous opinion on Friday, February 9,…more

Appeals, Asset-Backed Securities, Collateralized Loan Obligations, Dodd-Frank, Final Rules

See all updates »

Proposed Anti-Money Laundering Regulation for Investment Advisers Passes First Hurdle, Gets OMB Approval

There has recently been speculation about a new U.S. rule that would potentially subject investment advisers to the same types of anti-money laundering (“AML”) regulations that govern banks. Now, the speculation is over…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, FinCEN, Investment Adviser

See all updates »

“Find Out Where the People Are Going and Buy the Land Before They Get There”*

I was in New York with colleagues recently, answering clients’ questions about investing in UK real estate. As in the US, we in the UK have ridden a sustained period of strong capital growth in real estate, which continued into…more

Northern Powerhouse, Public Transit, Real Estate Development, Real Estate Investments, UK

See all updates »

Restructuring and Insolvency Bulletin Issue 2 - 2017: U.S. Court recognizes a Russian bankruptcy case

The Bankruptcy Court of the Southern District of New York recently addressed objections to the recognition of a Russian bankruptcy case as a foreign main case under Chapter 15 of the U.S. Bankruptcy Code and to the recognition…more

Acquisitions, Chapter 15, Commercial Bankruptcy, Conflicts of Interest, Corporate Restructuring

See all updates »

Initiatives to Increase Communication Between the USPTO and the FDA Concerning Pharmaceutical Patent Applications

President Biden, in July 2021, issued an Executive Order (“E.O.”) observing that “too often, patent and other laws have been misused to inhibit or delay — for years and even decades — competition from generic drugs and…more

Abbreviated New Drug Application (ANDA), Biden Administration, Executive Orders, Federal Food Drug and Cosmetic Act (FFDCA), FOIA

See all updates »

New York Foreclosure Abuse Prevention Act Update: Latest Challenges and Implications

Just over a year has passed since the enactment of the New York Foreclosure Abuse Prevention Act (“FAPA”). FAPA was enacted as a response to the New York Court of Appeals’ 2021 holding in Freedom Mortg. Corp. v. Engel, 37 N.Y.3d…more

Foreclosure, Investors, Mortgage-Backed Securities, New York

See all updates »

Department of the Treasury’s CDFI Fund Releases Revised Certification Application

The U.S. Department of the Treasury’s Community Development Financial Institutions Fund released an updated Community Development Financial Institution (CDFI) Certification Application (Application). This updated Application…more

Applications, CDFI Fund, Certifications, Community Development Financial Institution (CDFI), Compensation

See all updates »

Mining Your Own Business: Tax and Estate Planning with Crypto

Cryptocurrency, a digital form of currency that uses cryptography for security, has become a significant part of the global financial landscape. As such, it has also become an important consideration in estate planning. This…more

Bitcoin, Bitcoin Mining, Cloud Service Providers (CSPs), Cryptocurrency, Cybersecurity

See all updates »

Mutual Fund Sales by Intermediaries – Fall-Out from DOL Fiduciary Rule and FINRA Enforcement

Mutual fund sales and distribution arrangements are once again under review. It has been reported that fund intermediaries are re-examining their practices relating to sales charges, share class structures and product offerings,…more

Department of Labor (DOL), Enforcement Actions, Fiduciary Rule, Financial Industry Regulatory Authority (FINRA), Financial Services Industry

See all updates »

Mining Your Own Business: Tax and Estate Planning with Crypto

Cryptocurrency, a digital form of currency that uses cryptography for security, has become a significant part of the global financial landscape. As such, it has also become an important consideration in estate planning. This…more

Bitcoin, Bitcoin Mining, Cloud Service Providers (CSPs), Cryptocurrency, Cybersecurity

See all updates »

SEC Expands Scope of Fund “Names Rule”

The Securities and Exchange Commission recently adopted significant changes to Rule 35d-1 under the Investment Company Act of 1940 (Names Rule), as well as certain forms and disclosure requirements on September 20, 2023…more

Derivatives, Disclosure Requirements, Environmental Social & Governance (ESG), Form N-PORT, Investment

See all updates »

Discover (or rediscover) U.S. employment law: Your questions, our answers

Companies doing business in the U.S. invariably encounter a legal system and employee relations laws that differ in many significant respects from those in other countries. The sources of U.S. law come from the U.S. federal…more

Anti-Discrimination Policies, Anti-Harassment Policies, Collective Bargaining, Confidentiality Agreements, Dispute Resolution

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

AIFMD - Review: Geplante Änderungen der AIFM-Richtlinie – Auswirkungen auf Kreditfonds

Der aktuelle Stand im EU-Normgebungsverfahren - Der Europäische Rat hat am 6. November 2023 seine mit Spannung erwartete finale Fassung des Beschlusstextes zur Änderung der AIFMD- und der OGAW-Richtlinie (AIFMD II) in Bezug…more

Alternative Investment Fund Managers Directive (AIFMD), Credit, EU, European Securities and Markets Authority (ESMA), Investment

See all updates »

Recent EU Decisions Highlight Risks of “Gun Jumping”

The European Commission (“the Commission”) last month levied a fine of EUR 20 million on Marine Harvest ASA (“Marine Harvest”), a Norwegian seafood company, for acquiring a 48.5% stake in its competitor Morpol ASA (“Morpol”)…more

Corporate Counsel, Energy Sector, EU, EUMR, European Court of Justice (ECJ)

See all updates »

Delaware Court of Chancery Rules Controlling Stockholder Gave Implied Consent to Personal Jurisdiction in Delaware on Basis of Controlled Board’s Adoption of a Forum-Selection Bylaw

In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by…more

Acquisitions, Arm's Length Principle, Board of Directors, Breach of Duty, Business Judgment Rule

See all updates »

COVID-19 Coronavirus: SEC Disclosure Obligations for Public Companies

A public company may have an additional 45 days to file its upcoming Form 10-Q if its inability to file its Form 10-Q relates to circumstances relating to COVID-19, it files a Form 8-K summarizing why such report was not able to…more

Business Development Companies, Coronavirus/COVID-19, Disclosure Requirements, Filing Requirements, Form 10-K

See all updates »

Upper Tribunal Affirms FTT Bluecrest Decision on LLP Salaried Member Rules

Asset managers established as LLPs will welcome the Upper Tribunal’s recent decision to uphold the decision of the First Tier Tax Tribunal (“FTT”) on the application of the salaried member rules in Bluecrest..…more

Appeals, Business Taxes, Dismissals, Employees, HMRC

See all updates »

Credit Risk Retention Final Rule: Steering CMBS through the Regulatory Wake

Introduction and Summary of CMBS Updates - After more than three and a half years since the publication by regulators of the first proposals for credit risk retention, we now have a final rule that has brought with it a…more

CMBS, Compliance, Dodd-Frank, Loans, Mortgage-Backed Securities

See all updates »

Five-Year Long Consultations on Modernization of the Energy Charter Treaty Conclude with Agreement in Principle

On June 24, 2022, the Contracting Parties to the Energy Charter Treaty (“ECT” or “Treaty”) reached an Agreement in Principle on the Modernization of the ECT (“Modernization Agreement”). Once approved at the Energy Charter…more

Arbitration, Business Disputes, Energy Charter Treaty, EU, France

See all updates »

Securities and Derivative Litigation: Quarterly Update - February 2024

As we close out 2023 and begin the first quarter of 2024, securities and derivative litigation continues to evolve. In this quarterly update, we examine trends in federal securities class action filings, which saw an uptick in…more

Banking Sector, Biotechnology, Class Action, Cryptocurrency, Derivatives

See all updates »

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential Controllers

The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the Board,…more

Appeals, Board of Directors, Breach of Duty, Business Litigation, Commercial Litigation

See all updates »

Liability Management Transactions (Part II): Drop-down Transactions

As we discussed on Part I of this series, liability management transactions have become commonplace in the restructuring arena. Both “uptier” and “drop-down” transactions are often viewed as viable options for distressed…more

Borrowers, Debt, Drop-Down Transactions, Investment

See all updates »

Safeguarding Client Assets: SEC Proposes Overhaul of Adviser Custody Rule

The U.S. Securities and Exchange Commission, by a vote of four-to-one, proposed a major overhaul of the investment adviser custody rule on February 15, 2023. The proposal would amend and redesignate Rule 206(4)-2 under the…more

Audits, Client Assets, Collateralized Loan Obligations, Custody Rule, Investment Advisers Act of 1940

See all updates »

Achieve Pay Equity Act and Other Developments Impose Additional Requirements on New York Employers

New York employers should be aware of various new laws that have been enacted with the stated purpose of protecting and furthering women's equality in the State of New York. These new laws impose a number of significant burdens…more

Achieve Pay Equity Act (APEA), Equal Pay, Gender-Based Pay Discrimination, Governor Cuomo, NLRA

See all updates »

COVID-19 Coronavirus: AIM Temporary Measures

The capital markets are in a state of unprecedented volatility, with major losses in equities reflecting fears about the impact of the COVID-19 coronavirus, as well as a result of the sharp slump in oil prices. Despite concerted…more

Alternative Investment Markets (AIM), Capital Markets, Coronavirus/COVID-19, Stock Markets, Trading Suspension

See all updates »

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the…more

Acquisitions, Buyers, Commercial Insurance Policies, Escrow Accounts, Indemnification

See all updates »

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments…more

Corporate Governance, Dodd-Frank, Popular, Proxy Access Rule, Securities and Exchange Commission (SEC)

See all updates »

Global Private Equity Newsletter - Winter 2017 Edition: President Trump: The Outlook for Private Equity

All eyes are on Washington—or should we say Manhattan—these days, searching for clues about where our ship is heading with U.S. President-elect Donald Trump at the helm. Recently, there have been cabinet appointments to…more

Affordable Care Act, Capital Gains, Clean Water Act, Corporate Taxes, Deregulation

See all updates »

CFPB Issues Two Final Rules: A Change to the General Qualified Mortgage Rule and the Seasoned Qualified Mortgage Rule

The Consumer Financial Protection Bureau (“CFPB”) recently issued two final rules aimed at bolstering the Qualified Mortgage (“QMs”) market. The first final rule amends the general eligibility category of QMs (“General QMs”)…more

Ability-to-Repay, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fannie Mae, Financial Regulatory Reform

See all updates »

“Nobody Fell Off the Turnip Truck Yesterday”: What’s at Stake for Commercial Real Estate Lenders in Sutton 58?

Sutton 58 Associates LLC v. Pilevsky et al., is a New York case which gets to the heart of the enforceability of classic single-purpose entity restrictions in commercial real estate lending. At issue is how far a third-party may…more

Breach of Contract, Commercial Bankruptcy, Commercial Real Estate Contracts, Loan Agreements, NY Supreme Court

See all updates »

Newsflash: SEC Grants Requests to Automatically List Rule 6c-11 ETFs

On April 6, 2020, the Securities and Exchange Commission granted the request of Cboe BZX Exchange, Inc. (CBOE) to change BZX Rule 14.11(1).This will accelerate approval of Exchange-Traded Fund shares and series of ETF shares…more

Amended Rules, CBOE, Coronavirus/COVID-19, ETFs, Exchange-Traded Products

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

EMIR REFIT Reporting: The Clock is Ticking – Are You Ready?

Time to go-live is short – Monday 29 April 2024 for EU EMIR, and Monday 30 September 2024 for UK EMIR. All in-scope derivatives users will be affected by the changes…more

Derivatives, EMIR, EU, NCAs, Policies and Procedures

See all updates »

DAMITT 2023 Annual Report: Minding the Gap in Merger Enforcement

Only 12 significant merger investigations concluded in 2023—a drop of 40 percent from just last year and by far the lowest in DAMITT history. This observed and verifiable drop sharply contrasts with recent reports that Biden’s…more

Enforcement, EU, Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Investigations

See all updates »

Supreme Smack Down: High Court Unanimously Circumscribes DOJ’s Honest Services Fraud Theories

The Supreme Court yet again unanimously overturned bribery convictions based on prosecutorial overreach via the honest services wire fraud statute. The steady stream of reversals fundamentally challenges the DOJ’s approach in…more

Bribery, Corruption, Criminal Liability, Department of Justice (DOJ), Honest Services Fraud

See all updates »

Multiple Governments Impose Joint Sanctions on Russia

On the second anniversary of the start of the war in Ukraine and in response to the death of activist Aleksey Navalny in a Russian prison, the United States, European Union, and United Kingdom, along with Australia and Canada,…more

Asset Freeze, Australia, Bureau of Industry and Security (BIS), Canada, China

See all updates »

New Regulation AB II and NRSRO Rules Released

The U.S. Securities Exchange Commission (the “SEC”) released new Regulation AB II Rules (the “Reg AB Rules”) and regulations relating to credit rating agencies (“the NRSRO Rules”) on August 27, 2014. The Reg AB Rules1 revise the…more

Asset-Backed Securities, Disclosure Requirements, New Regulations, NRSRO, Public Offerings

See all updates »

DOJ Hires Corporate Compliance Program Expert

In a somewhat surprising development, press outlets reported last week that the U.S. Department of Justice (“DOJ”) has hired a corporate compliance program expert who will work alongside federal prosecutors evaluating whether to…more

Board of Directors, Compliance, Criminal Investigations, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

See all updates »

Recent English Law Developments Invite Mass Tort and Other Multi-Claimant Litigation

Recent court decisions have signaled the English courts’ willingness to embrace multi-claimant litigation and to broaden the types of questions decided on a collective basis. These developments have led UK-based plaintiffs’…more

EU, Litigation Strategies, Mass Tort Litigation, Multi-Claim Litigation, Risk Management

See all updates »

SEC Releases Final Rule 192 Relating to Conflicts of Interest in Securitization

The SEC released the final Securities Act Rule 192 relating to conflicts of interest in asset-backed securities transactions on November 27, 2023. In this OnPoint, we summarize the provisions of the final Rule 192 and important…more

Asset-Backed Securities, CMBS, Conflicts of Interest, Fannie Mae, FHFA

See all updates »

Central Bank of Ireland’s Year-End Approval and Amendment Timeframes for Investment Funds - November 2023

On 10 November 2023, the Central Bank of Ireland (the “Central Bank”) sent a communication to the Irish funds industry outlining the timeframes for receipt of: QIAIF authorisations / approvals / notings and change of…more

Applications, Central Bank of Ireland, Deadlines, ICAV, Investment Funds

See all updates »

Sweet Relief? SEC Exempts Fixed-Income Rule 144A Securities from Rule 15c2-11—But Questions Remain

On October 30, 2023, after continued pressure from legislators and industry participants—and a recent lawsuit—the SEC issued an order providing relief for fixed-income securities sold pursuant to Rule 144A from the public…more

Asset-Backed Securities, Broker-Dealer, Disclosure Requirements, Equity Securities, Exemptive Relief

See all updates »

Global Private Equity Newsletter - Fall 2018 Edition: Recent Developments in Acquisition Finance: New York’s High Court Allows “Alter Ego” Claims Directly against PE Firms for Portfolio Company Bond Debt

In an overlooked aspect of the recent New York Court of Appeals decision in Cortlandt St. Recovery Corp. v. Bonderman1, New York’s high court has allowed direct claims to move forward against two private equity firms for the…more

Acquisition Finance, Alter Ego, Appeals, Bonds, Breach of Contract

See all updates »

FDA Requires “Patient-Decision Checklists” for Breast Implants: What Could This Mean for Industry?

After two years of consideration, the FDA has restricted the sale of breast implants to healthcare providers that use an FDA-approved patient-decision checklist to discuss the benefits and risks of the implants with patients…more

Cosmetic Surgery, Failure To Warn, Food and Drug Administration (FDA), Medical Devices, Reconstruction

See all updates »

BEA’s BE-12 Benchmark Survey of Foreign Direct Investments in the United States: Implications for US Asset Managers

Financial services providers that are subsidiaries of a non-U.S. parent (or that have received substantial direct investment from abroad) should evaluate whether they are required to file the Benchmark Survey of Foreign Direct…more

BEA, Benchmarks, Filing Deadlines, Financial Services Industry, Foreign Corporations

See all updates »

The role of capital markets in supporting the energy transition and sustainable development in Southeast Asia

Southeast Asia is at the front line of the climate change crisis, with the region’s significant low-lying populations particularly vulnerable to rising sea levels and increasingly regular extreme weather events..…more

ASEAN Funds, Association of Southeast Asian Nations (ASEAN), Banking Sector, Capital Markets, Environmental Social & Governance (ESG)

See all updates »

Hong Kong’s 0% Tax Concession for Carried Interest

After six months of consultation, the Inland Revenue (Amendment) (Tax Concessions for Carried Interest) Bill 2021 ("Bill") providing for a tax concession for a 0% profits tax rate on eligible carried interest ("Tax Concession")…more

Carried Interest, Carried Interest Tax Rates, Hong Kong, International Tax Issues, Private Equity Funds

See all updates »

China’s Supreme People’s Court Recently Issued its Judicial Guidance Opinions on Adjudication of COVID-19 Related Cases

On April 16, 2020, the Supreme People’s Court of China (the “SPC”) issued the Guiding Opinions of the SPC on Several Issues Concerning Proper Trial of Civil Cases Involving COVID-19 (I) (the “COVID-19 Opinions”), providing a…more

Arbitration, Breach of Contract, China, Consumer Protection Laws, Employment Litigation

See all updates »

COVID-19 Coronavirus: Global Tax Update

Below please find a list of global tax measures in response to COVID-19. United States - On March 25 and March 27 the U.S. Senate and House of Representatives, respectively, passed the Coronavirus Aid, Relief and Economic…more

Coronavirus/COVID-19, EU, International Tax Issues, United States

See all updates »

SEC Adopts Changes to Regulatory Framework of Fund of Funds Arrangements

The Securities and Exchange Commission voted on October 7, 2020, to adopt new Rule 12d1-4 under the Investment Company Act of 1940 to govern most arrangements where registered funds invest in other registered funds (“fund of…more

Broker-Dealer, Business Development Companies, ETFs, Form N-CEN, Investment Adviser

See all updates »

Brexit Manoeuvres: Brexit 2020 – The Year Ahead

Following the UK General Election on 12 December, the government now has the parliamentary majority it needs to enact its Brexit policy: an orderly exit from the EU on 31 January followed by a transition period until 31 December…more

EFTA, EU, European Economic Area (EEA), European Parliament, Free Movement

See all updates »

Standing Question Prevents Clarity from Justices on “Cy Pres” Class Action Settlements

In Frank v. Gaos, plaintiff Paloma Goas brought a class action alleging that Google’s transmission of users’ search terms violated the Stored Communications Act, 18 U.S.C. § 2701, et seq. (“SCA”). The SCA creates a private right…more

Appeals, Class Action, Cy Pres Funds, Frank v Gaos, FRCP 23

See all updates »

China’s Cyberspace Administration announces first state level investigations under Cybersecurity Law

China’s Cyberspace Administration announced that it has commenced investigations into Tencent Wechat, Sina Weibo and Baidu Tieba for violation of China’s Cybersecurity Law late last week (11 August 2017). More particularly, the…more

China, Corporate Counsel, Criminal Prosecution, Cybersecurity, Enforcement Actions

See all updates »

Marketing of Financial Products to Retail Investors: Belgian Financial Services and Markets Authority Issues Guidance on New Rules

On 27 October 2015, the Belgian Financial Services and Markets Authority (“FSMA”) issued circular FSMA-2015-16 (the “Circular”) providing detailed guidance on the recently amended rules governing marketing materials used in…more

Belgium, Financial Products, FSMA, Marketing, New Guidance

See all updates »

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co.,…more

Auditors, Buyers, Contract Drafting, DE Supreme Court, GAAP

See all updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles. Issue 7, 2018 - Luxembourg

Grand Ducal Regulation on CSSF fees published - The Grand Ducal Regulation of 2 July 2018 amending the Grand Ducal Regulation of 21 December 2017 on fees levied by the Commission de Surveillance du Secteur Financier…more

ALFI, Asset Management, CSSF, EU, European Securities and Markets Authority (ESMA)

See all updates »

Newsflash: SEC Grants Requests to Automatically List Rule 6c-11 ETFs

On April 6, 2020, the Securities and Exchange Commission granted the request of Cboe BZX Exchange, Inc. (CBOE) to change BZX Rule 14.11(1).This will accelerate approval of Exchange-Traded Fund shares and series of ETF shares…more

Amended Rules, CBOE, Coronavirus/COVID-19, ETFs, Exchange-Traded Products

See all updates »

Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the…more

Acquisitions, Buyers, Commercial Insurance Policies, Escrow Accounts, Indemnification

See all updates »

Life Sciences: What's new in France? A legal update on recent developments in the life sciences sector

The Administrative Supreme Court upholds decisions restricting the prescription of a treatment against osteoporosis. Upon the assessment of a follow-up study, the French National Authority for Health (“HAS”) recommended…more

Acquisitions, EU, European Court of Justice (ECJ), France, French Administrative Supreme Court

See all updates »

Navigating the Shift: The Future of Non-Compete Clauses

At Dechert, we have been closely monitoring legal developments with respect to the use of non-competes and other restrictive covenants and have observed a growing trend in the United States, the United Kingdom and France against…more

Compensation, DE Supreme Court, Disclosure Requirements, Enforceability, Federal Bans

See all updates »

Market Participants to Their Corners: Competing Views on Market Data Are on Full Display at the SEC’s Market Data Roundtable

The Securities and Exchange Commission has solicited the views of exchanges, broker-dealers and investors on a range of questions related to market data since at least 1999 when it published SEC Concept Release: Regulation of…more

Broker-Dealer, Capital Markets, Data Management, Electronic Trading, Equity Markets

See all updates »

State Attorney General Proposes Final Regulations in Connection with California Consumer Protection Act

The California Attorney General’s Office (California AG) submitted final proposed regulations (Regulations) under the California Consumer Privacy Act (CCPA) to the California Office of Administrative Law (CA OAL) on June 1,…more

California Consumer Privacy Act (CCPA), Consumer Privacy Rights, Cybersecurity, Data Collection, Data Management

See all updates »

Biden-Harris Administration Publishes Emergency Regulation Requiring COVID-19 Vaccination for Health Care Workers

On November 5, the Biden-Harris Administration published an emergency regulation, the Omnibus COVID–19 Health Care Staff Vaccination Rule, requiring staff at covered health care facilities to be vaccinated against COVID-19 (the…more

Biden Administration, Centers for Medicare & Medicaid Services (CMS), Coronavirus/COVID-19, Employer Mandates, Essential Workers

See all updates »

Marketplace Lending Developments in Maryland, California and Pennsylvania

Recently, two courts rendered decisions that have implications for the marketplace lending industry regarding the application of state usury and licensing laws to marketplace lenders. Concurrently, federal and state regulators…more

CashCall, Consumer Lenders, Interest Rates, Online Marketplace Lending, Payday Loans

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

FHA Issues Final Guidelines on PACE Assessments

The U.S. Federal Housing Administration (FHA) issued final guidance in the form of Mortgagee Letter 2016-11 regarding the subordination of Property Assessed Clean Energy (PACE) assessments on Tuesday, July 19, 2016. As…more

Appraisal, Consumer Financial Protection Bureau (CFPB), Default, Federal Housing Administration (FHA), FHA Loans

See all updates »

HK Regulators Ready to Approve Spot Crypto ETFs

Opening the door for retail Investors: SFC-authorized virtual asset funds On 22 December 2023, the Hong Kong Securities and Futures Commission (SFC) issued a circular on SFC-authorized funds with exposure to virtual assets (the…more

Bitcoin, Chicago Mercantile Exchange (CME), Commodities, Cryptocurrency, Disclosure Requirements

See all updates »

Financial Services Quarterly Report - Fourth Quarter 2018: A New Fund Vehicle for Singapore

Singapore passed the Variable Capital Companies Act 2018 into law on 31 October 2018. This introduces a new type of Singapore fund vehicle, the Variable Capital Company (VCC), which will now serve as an alternative to other…more

Fund Managers, Investment Fund Vehicles, Investment Funds, Singapore, Variable Capital Companies Act 2018

See all updates »

New Luxembourg Bankruptcy Law Enhances Luxembourg’s Restructuring Framework

One of the two main objectives of the Law is to implement the 2019/1023 Directive, which itself aims to foster the proper functioning of the EU internal market and remove hindrances to the exercise of fundamental rights and…more

Corporate Restructuring, Creditors, Debt Restructuring, Debtors, EU

See all updates »

SEC Finalizes Cybersecurity Disclosure Rules for Public Companies

The SEC adopted new rules requiring public companies to (i) disclose material cybersecurity incidents on Form 8-K within four business days of determining that an incident is material, and (ii) periodically disclose their…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 10-K, Form 8-K

See all updates »

AIFMD 2.0: A Focus on Existing Funds That Originate Loans (Transitional Provisions)

AIFMD 2.0 enters into force today –15 April 2024. Member States have 24 months to transpose the provisions into national law, meaning that AIFMD 2.0 will take effect from 16 April 2026…more

AIFs, Alternative Investment Fund Managers Directive (AIFMD), European Economic Area (EEA), Investment Adviser, Loans

See all updates »

Treasury Proposes Investment Advisers AML/CFT Program Rule

Treasury proposed a new rule that would require investment advisers to establish an AML/CFT program and file certain reports, such as Suspicious Activity Reports (SARs), with FinCEN (Proposed Rule). The Proposed Rule would…more

AML/CFT, Bank Secrecy Act, Beneficial Owner, Customer Due Diligence (CDD), Exempt Reporting Advisers (ERAs)

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

EMIR Alert: Refit Reporting Changes Go Live

18 June 2020 will mark one year since the EMIR Refit Regulation (the “EMIR Refit”) came into force. On the same date, the reporting responsibility changes introduced by the EMIR Refit will take effect…more

AIFM, AIFs, Derivatives, EMIR, EU

See all updates »

THE TIME TO ACT IS NOW – House Ways and Means Committee Proposes Tax Changes: Significant Provisions Related to Estate Planning Included

On September 13, 2021, the House Ways and Means Committee formally released its proposed tax provisions to be incorporated into the broader budget reconciliation bill it hopes will pass in the near future (the “Tax Proposal”)…more

Capital Gains Tax, Estate Planning, Estate Tax, Generation-Skipping Transfer, Tax Exemptions

See all updates »

The Essential Guide to UK Real Estate

This Essential Guide provides an overview of the legal and regulatory issues likely to affect developers, occupiers and investors in UK real estate. Real estate - Real estate law in England and Wales can trace its…more

Arbitration Agreements, Conservation, Construction Industry, Intellectual Property Protection, Land Owners

See all updates »

Luxembourg Adopts Brexit Law for Financial Services

On 26 March 2019, the Luxembourg Parliament adopted the first few of a series of Brexit laws, including bill of law n°7401. In the event of a no deal Brexit, this bill will entrust the Luxembourg supervisory authorities for the…more

CSSF, EU, Financial Services Industry, Grandfathered Status, Luxembourg

See all updates »

Supreme Court Limits American Pipe Tolling for Successive Class Actions

In China Agritech, Inc. v. Resh, the Supreme Court of the United States held that the filing of a class action complaint does not toll a statute of limitations period for later-filed class actions raising the same claims. The…more

American Pipe & Construction Co. v. Utah, Appeals, China Agritech Inc v Resh, Class Action, Class Certification

See all updates »

Zika Keeps Investors Away From ABS East, But Not From CLOs

Although registration was up this year for IMN’s 22nd Annual ABS East conference held at the Fontainebleau Miami Beach earlier this month, attendance was lower than it’s been in previous years as many industry participants…more

Asset Management, Collateralized Loan Obligations, Risk Retention, Trade Conference

See all updates »

Updated ILPA Model LPAs Continue to Miss the Mark(et)

The Institutional Limited Partners Association (“ILPA”) has recently released an update to its model limited partnership agreement (the “Model LPA”) for private equity funds and other closed-ended funds. One of the stated…more

Amended Rules, Clawbacks, Closed-End Funds, Fiduciary Duty, Fund Managers

See all updates »

COVID-19 Coronavirus – Reporting Obligations for Hong Kong Public Companies

In light of the global COVID-19 pandemic, some public companies in Hong Kong are struggling to meet their financial reporting obligations under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong…more

Audit Committee, Board of Directors, Coronavirus/COVID-19, Financial Reporting, Hong Kong

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

COVID-19 Coronavirus: Valuation Gaps and Due Diligence in M&A Deals

Strategies for Bridging Valuation Gaps in M&A in the COVID-19 Environment - In the wake of the COVID-19 pandemic and its continuing impact on global financial markets, executing M&A deals at the right price has, almost…more

Acquisitions, Coronavirus/COVID-19, Date of Valuation, Due Diligence, Mergers

See all updates »

The Fierce Urgency for GCs to Promote Diversity, Equity, and Inclusion in Response to the Biden Administration & Compliance Best Practices

Joe Biden has now been sworn in as the 46th President of the United States of America.  Within a few hours of taking office, on January 20, 2021, the Biden Administration rescinded former President Trump’s Executive Order 13950,…more

Bias, Biden Administration, Civil Rights Act, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

Managing sanctions exposure from Multilateral Development Banks: the growing risks for private equity sponsors and asset managers

In response to COVID-19, Multilateral Development Banks (“MDBs”)1  have pledged US$213.5 billion of financing for projects, in addition to the US$95 billion in new financing commitments pledged during 2019…more

Anti-Corruption, Asset Management, Economic Sanctions, Financial Institutions, Investigations

See all updates »

The Employment Edit - Issue 8 - Spring 2024

New right to take carer’s leave - The Carer's Leave Act 2023 and The Carer’s Leave Regulations 2024 give employees in the UK a new right to take “carer’s leave” with effect from 6 April 2024. An employee who has a dependant…more

Adoption, Compensation, Dependent Care, Employment Policies, Employment Tribunals

See all updates »

Mass Tort Implications of FDA’s First of its Kind State Drug Importation Program

For the first time, FDA approved a proposal that allows for the importation of Canadian-approved pharmaceuticals into the U.S., the first program of its kind to allow a state’s importation of pharmaceuticals approved by a…more

Canada, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Health Canada, Jurisdiction

See all updates »

Restricting Shareholders’ Ability to Challenge Corporations: Delaware Chancery Court Upholds Companies’ Right to Select Forum for Suits Against Them

The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon the…more

Forum, Forum Selection, Forum Shopping, Shareholder Litigation, Shareholder Rights

See all updates »

Small Business Credit Availability Act: Increasing Capital and Flexibility for Business Development Companies

Highlights - On March 23, 2018, President Trump signed the Small Business Credit Availability Act (the Act), which aims to increase the availability of funding to small to mid-sized private U.S. companies and startups by…more

Amended Rules, Business Development Companies, Capital Formation, Capital Raising, Deregulation

See all updates »

Individuals and Trusts Beware: The Corporate Transparency Act Applies to You

The Corporate Transparency Act (the "Act") is a significant piece of legislation enacted as part of the National Defense Authorization Act for Fiscal Year 2021. The Act was designed to prevent the misuse of corporations and…more

AML/CFT, Beneficial Owner, Beneficiaries, Compliance, Confidential Information

See all updates »

Caffeinated Beverages Stimulate Renewed Interest in U.S. Price Discrimination Law—But Confirm the Availability of the Functional Discount Defense

The Ninth Circuit recently revived a portion of a price discrimination claim brought by wholesalers of the popular 5-Hour Energy drink against its manufacturer, which provided more favorable promotional terms to a mass…more

Competition, Costco, Discrimination, Federal Trade Commission (FTC), Price Discrimination

See all updates »

FDA Requires “Patient-Decision Checklists” for Breast Implants: What Could This Mean for Industry?

After two years of consideration, the FDA has restricted the sale of breast implants to healthcare providers that use an FDA-approved patient-decision checklist to discuss the benefits and risks of the implants with patients…more

Cosmetic Surgery, Failure To Warn, Food and Drug Administration (FDA), Medical Devices, Reconstruction

See all updates »

SEC Proposes Rule to Allow Most ETFs to Operate without Exemptive Relief

The Securities and Exchange Commission is proposing to simplify and modernize the regulatory framework governing exchange-traded funds and enhance information to investors about the costs of purchasing ETF shares. If adopted,…more

Disclosure Requirements, ETFs, Exchange-Traded Products, Exemptive Relief, Listing Rules

See all updates »

Variable Income: Employers Should Be Wary of How They Treat Bonuses

Employers should take all appropriate precautions to avoid the bonus paid to an employee being construed as being part of his/her contractual remuneration. Should the bonus be considered as being part of the employment contract,…more

Bonuses, Employees, Employment Contract, France, French Supreme Court

See all updates »

UK Financial Conduct Authority Introduces Financial Promotions Gateway

In December 2022, the Financial Conduct Authority (“FCA”) carried out a consultation on the introduction of a new regulatory gateway for firms who approve financial promotions. On 12 September 2023, the FCA published Policy…more

False Claims Act (FCA), Financial Promotions, FSMA, Investment, New Rules

See all updates »

Brexit – The UK and International Tax Consequences

The political, economic and constitutional fallout of the UK’s referendum decision to leave the European Union (Brexit) will continue for some time. In addition to considering some of the possible domestic UK tax implications of…more

CFCs, Controlled Foreign Corporations, Corporate Taxes, Customs, Dividends

See all updates »

Not Prescription, Not Merely Over the Counter: FDA Proposes a Novel Category of Drugs

In June of this year, FDA announced a proposed rule that would permit approval for nonprescription drug products with an Additional Condition for Nonprescription Use—a category of nonprescription drugs where FDA determines that…more

Abbreviated New Drug Application (ANDA), Adverse Events, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA)

See all updates »

Congress Applies the Congressional Review Act in a New Way – Voiding CFPB Bulletin on Indirect Auto Lending

President Trump on May 21, 2018 signed a Joint Resolution passed by Congress that disapproved the Consumer Financial Protection Bureau’s March 21, 2013 Bulletin on Indirect Auto Lending and Compliance with the Equal Credit…more

Automotive Loans, Congressional Authority, Congressional Review Act, Consumer Financial Protection Bureau (CFPB), ECOA

See all updates »

Recent Developments in Cross-Border Insolvency Cases

Two recent cases out of the Third Circuit and the Southern District of New York highlight some of the developing formulas US courts are using when engaging with foreign debtors. In a case out of the Third Circuit, Vertiv v…more

Bankruptcy Court, China, Cross-Border, Foreign Bankruptcies, Insolvency

See all updates »

NEWSFLASH: SEC IM Staff Updates Custody Rule FAQs to Address Issues Arising in Connection with Surprise Examinations and Certain Certificated, Privately Offered Securities due to the COVID-19 Coronavirus

A registered investment adviser (RIA) that has “custody” of client funds or securities must comply with the provisions of Rule 206(4)-2 under the Investment Advisers Act of 1940 (Rule), including those related to the use of a…more

Coronavirus/COVID-19, Custodian of Records, Custody Rule, Division of Investment Management, Filing Requirements

See all updates »

European Restructuring Update: France Introduces New Accelerated Safeguard Proceedings

France has now introduced a new restructuring tool following the enactment of Ordinance 2021- 1193 (the “Ordinance”), which incorporates the Directive (EU) 2019/1023 on preventive restructuring frameworks (the “Directive”) into…more

Absolute Priority Rule, Commercial Bankruptcy, Cramdown, Creditors, Debtors

See all updates »

Employee Benefits and Health Insurance Provisions Are Injected Into New COVID-Relief Legislation

The Consolidated Appropriations Act, 2021 (the “Act”) was signed by the President on December 27, 2020, to provide additional COVID-related relief.  The Act has a number of provisions that are relevant to retirement plans..…more

CARES Act, Consolidated Appropriations Act (CAA), Employee Benefits, Health and Welfare Plans, Health Insurance

See all updates »

The SEC Adopts Sweeping Updates to Disclosure Rules Under Regulation S-K

On August 26, 2020, the Securities and Exchange Commission adopted sweeping changes to the disclosures regarding the description of business, legal proceedings and risk factors that reporting companies are required to provide in…more

Disclosure Requirements, Final Rules, Form 10-K, Form 10-Q, Form S-1

See all updates »

Another Step Towards the Implementation of the “Unitary Patent Package”

The Court of Justice of the European Union on 5 May 2015, in cases C-146/13 and C-147/13, has followed Advocate General Yves Bot’s opinion and dismissed, as expected, the Kingdom of Spain’s actions against the Regulations…more

Dismissals, EU, Spain, Unitary Patent

See all updates »

US$1.3 Billion Fortis Settlement Ushers in New Era in Globalization of Securities Laws

A closely-watched set of claims stemming back to the 2008 global financial crisis has settled for a massive €1.204 billion (US$1.3 billion), making it one of the highest settlements ever and ushering in a new era in the…more

Bailout, Class Action, Corporate Counsel, Foreign Investment, International Litigation

See all updates »

The Evolving Global Foreign Direct Investment and National Security Review Landscape

The national security and foreign direct investment (“FDI”) review landscape around the world is evolving rapidly. A pre-pandemic trend of active FDI reviews in countries around the world has gained momentum and resulted in the…more

Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, National Security, OECD

See all updates »

Arbitration over Shareholder Disputes in German Law Companies

1. Upsides of Arbitration on Shareholder Disputes over Litigation before Civil Courts - Generally, shareholder disputes in German law companies are subject to litigation before ordinary civil courts. If shareholders wish to…more

Arbitration, Arbitration Agreements, Business Litigation, EU, Germany

See all updates »

New Belgian requirements for disclosure of beneficial ownership of legal entities – the "UBO Registry"

UBO Register: introduction and legal framework - In implementation of EU Directive 2015/849 (the 4th EU Anti-Money Laundering Directive) a centralized registry of Ultimate Beneficial Owners (“UBOs”) of Belgian legal entities…more

Anti-Money Laundering, Belgium, Beneficial Owner, Compliance, EU Directive

See all updates »

Harmonization of the Treatment of Blue Collar and White Collar Workers in Extra-Legal Pension Schemes

New legislation on extra-legal pensions has been introduced. The goal of this legislation is three-fold: - to avoid burdening employers with a huge financial cost; - to protect the goals of the law on extra-legal…more

EU, New Legislation, Pensions

See all updates »

EU Securitisation Regulation - European Commission Publishes Final Disclosure Templates Expected to Apply from February 2020

No Good News, but No Bad News Either - On 16 October 2019 the European Commission (EC) adopted a delegated regulation supplementing Regulation (EU) 2017/2402 (the Securitisation Regulation) and setting out the final…more

Collateralized Loan Obligations, Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA)

See all updates »

Dechert Re:Torts - Issue 14

A Prescription for Liability: Michigan Repeals Flagship Drug Immunity Law - Michigan’s recent repeal of immunity provisions under its Product Liability Act has potentially significant implications for pharmaceutical…more

Appeals, Artificial Intelligence, Bribery, Canada, Compliance

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 13

A growing number of silicosis lawsuits and regulatory actions focused on the engineered stone countertop industry has swept the nation. A recent article by our team explores available litigation strategies and defenses…more

Cal-OSHA, Certifications, Ethics, Mass Tort Litigation, Opioid

See all updates »

The Pandora Papers and the Heightened Importance of “Knowing Your Customer”

Key Takeaways - On October 3, 2021, the International Consortium of Investigative Journalists released the “Pandora Papers,” which expose the use by political leaders, billionaires, and others of offshore entities in an…more

Anti-Money Laundering, Compliance, Investigations, Know Your Customers, Money Laundering

See all updates »

Play to Win: Judge Overturns FCPA Guilty Verdict

Key Takeaways - Connecticut District Court Judge Arterton on February 26, 2020, granted a post-trial motion to acquit Lawrence Hoskins of one count of conspiracy to violate the FCPA and six counts of violating the FCPA…more

Accomplice Liability, Aiding and Abetting, Bribery, Criminal Convictions, Criminal Prosecution

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Saudi Arabia's Transformational Privatization Plans

The leadership of Saudi Arabia (the “KSA”) has embarked on a bold transformation strategy to revitalize KSA’s economy and to position it for the demographic and economic challenges that lie ahead. The flagship transaction for…more

Foreign Investment, Infrastructure Financing, Initial Public Offering (IPO), Investment Funds, Privatization

See all updates »

Hong Kong's Tax Concession for Carried Interest: Getting Funds Certified with the HKMA

Earlier this year, the Hong Kong government introduced the Inland Revenue (Amendment) (Tax Concessions for Carried Interest) Bill 2021 which drew much attention from the global private equity market. On 7 May 2021, the Inland…more

Carried Interest, Carried Interest Tax Rates, Financial Services Industry, Hong Kong, Hong Kong Monetary Authority (HKMA)

See all updates »

Global Private Equity Newsletter - Summer 2016 Edition: New Proposed Regulations Increase Scrutiny on Related-Party Debt

New rules recently proposed by the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (“IRS”) would re-characterize purported debt instruments as equity instruments, and could have significant implications…more

Convertible Debt, Debt Instruments, Debt-Equity, Inversion, IRS

See all updates »

Supreme Court to Consider Whether Non-Compliance with SEC Regulation Can Give Rise to Securities Fraud Liability

In Leidos, Inc. v. Indiana Public Retirement System, No. 16-581, the U.S. Supreme Court will resolve an important circuit split regarding securities fraud liability. Specifically, the Court will determine whether Item 303 of SEC…more

Duty to Disclose, Federal Pleading Requirements, Leidos Inc v Indiana Public Retirement System, Materiality, Rule 10(b)

See all updates »

CFTC Sets the Parameters for Which Virtual Currencies are Subject to Full CFTC Jurisdiction by Merit of How They are Bought and Delivered

The Commodity Futures Trading Commission published in the Federal Register on June 24, 2020 its final interpretive guidance concerning retail commodity transactions involving certain digital assets (2020 Guidance).1 The 2020…more

CFTC, Commodities, Commodity Exchange Act (CEA), Commodity Futures Contracts, Jurisdiction

See all updates »

Analysis of the SEC’s Final Rulemaking to Regulate the Use of Derivatives and Other Transactions by Registered Investment Companies and BDCs

The U.S. Securities and Exchange Commission on October 28, 2020 approved by a 3-2 vote a new rule and rule and form amendments related to the use of derivatives and certain other transactions by registered investment companies…more

Business Development Companies, Derivatives, Investment Funds, Registered Investment Companies (RICs), Rulemaking Process

See all updates »

Recent New York Legislation Highlights Tension Between Employee Privacy and Regulatory Compliance for Broker-Dealers and Advisers

As of today, March 12, 2024, a New York state statute, in certain circumstances, restricts employers “from requesting or requiring that an employee or applicant disclose any . . . means for accessing a personal account through…more

Adverse Employment Action, Broker-Dealer, California Privacy Rights Act (CPRA), CFTC, Compliance

See all updates »

SEC Adopts Final, Comprehensive Climate Disclosure Rules

On March 6, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted on a 3-2 vote its long-awaited, comprehensive rules for enhancing and standardizing climate-related disclosures by public companies in periodic…more

Climate Change, Compliance, Disclosure Requirements, Environmental Social & Governance (ESG), Final Rules

See all updates »

Delaware Court of Chancery Offers Guidance on Enforceability of Contractual Waivers Not to Sue for Breach of Fiduciary Duty

Delaware Court of Chancery holds contractual waivers of fiduciary duties are facially valid when they are both narrowly tailored to authorize specific transactions and satisfy the Court’s review for reasonableness. Court…more

Breach of Duty, Delaware, Enforcement, Fiduciary Duty, Good Faith

See all updates »

Last Call for the Identification Principle: English Corporate Criminal Liability Under the Microscope

Executive Summary - On 9 June 2021 the Law Commission published its “Corporate Criminal Liability” discussion paper (the “Paper”) and launched a public consultation (that closes on 31 August 2021). These developments signal a…more

Corporate Crimes, Criminal Liability, UK

See all updates »

Upper House of Russian Parliament Passes Counter-Sanctions Bill

The upper house of the Russian Parliament, the Federation Council, approved a draft law on counter-sanctions (the “Counter-Sanctions Law”) on May 30, 2018, which appears to be identical to the version adopted by the Duma last…more

Blocked Person, Compliance, Counter Sanctions, Criminal Liability, Economic Sanctions

See all updates »

SEC Adopts Rule Allowing All Issuers to "Test the Waters"

The Securities and Exchange Commission (SEC) on September 26, 2019 voted to adopt a new rule that extends the "test-the-waters" accommodation under the Securities Act of 1933 (Securities Act) to all issuers.1 The new Rule 163B…more

Accredited Investors, BDC, Corporate Issuers, Exemptions, Initial Public Offering (IPO)

See all updates »

The PRIIPs Regulation – A view from Germany: Why Asset Managers should be ready as of January 2017 and not rely on Grandfathering

The Regulation (EU) 1286/2014 of the European Parliament and the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (“PRIIPs Regulation”) will introduce a new key…more

Asset Management, Germany, Grandfathered Status, Insurance Industry, Investment Funds

See all updates »

DAMITT Q2 2020: COVID-19 Doesn’t Deter Antitrust Merger Review on Either Side of the Atlantic

....The Dechert Antitrust Merger Investigation Timing Tracker (DAMITT) is a quarterly release from Dechert LLP reporting on trends in significant merger control investigations in the United States (U.S.) and European Union…more

Antitrust Investigations, Coronavirus/COVID-19, Department of Justice (DOJ), EU, EU Merger Directive

See all updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - Issue 4 2017: Germany

BaFin Publishes Guidance on Transparency Standards for German Funds - On 4 April 2017, BaFin has published new transparency standards for funds after a BaFin investigation found that some active funds “closely” track their…more

Asset Management, BaFin, Credit Unions, Delays, EU

See all updates »

CFPB Issues Two Final Rules: A Change to the General Qualified Mortgage Rule and the Seasoned Qualified Mortgage Rule

The Consumer Financial Protection Bureau (“CFPB”) recently issued two final rules aimed at bolstering the Qualified Mortgage (“QMs”) market. The first final rule amends the general eligibility category of QMs (“General QMs”)…more

Ability-to-Repay, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fannie Mae, Financial Regulatory Reform

See all updates »

SEC Commences Expanded Nonpublic Review of Registration Statements

The U.S. Securities and Exchange Commission recently announced1 an expansion of nonpublic review of draft registration statements for initial public offerings, initial registrations of classes of securities under Section 12(b)…more

Confidential Documents, EDGAR, Emerging Growth Companies, Foreign Private Issuers, Initial Public Offering (IPO)

See all updates »

Yet Another Reason to Not Pay Bribes to Foreign Officials

President Biden recently signed into law the Foreign Extortion Prevention Act (“FEPA”), enabling federal prosecution of non-U.S. government officials who solicit or receive bribes. FEPA complements the Foreign Corrupt…more

Anti-Corruption, Anti-Money Laundering, Biden Administration, Bribery, Department of Justice (DOJ)

See all updates »

Information Overload: ESMA considers Reporting Responses

On 21 December 2023 the European Securities and Markets Authority (“ESMA”) published a consultation paper on the reform of the templates used for securitisation reporting1. The paper will be of interest to EU investors and…more

Disclosure, EU, European Commission, European Securities and Markets Authority (ESMA), Investment

See all updates »

The Employment Edit - Issue 8 - Spring 2024

New right to take carer’s leave - The Carer's Leave Act 2023 and The Carer’s Leave Regulations 2024 give employees in the UK a new right to take “carer’s leave” with effect from 6 April 2024. An employee who has a dependant…more

Adoption, Compensation, Dependent Care, Employment Policies, Employment Tribunals

See all updates »

“Bankruptcy Remote” Special Purpose Entities in Commercial Mortgage Lending: Characteristics, Enforcement and Limitations

Part I — Introduction - It has become common practice in commercial mortgage lending for the borrower to be structured as a “single purpose” or “special purpose” entity. In its simplest form, a special purpose entity is…more

CMBS, Commercial Bankruptcy, Commercial Mortgages, Insolvency, Mortgage Lenders

See all updates »

Dechert Cyber Bits - Issue 52

European Parliament Approves EU AI Act - On March 13, 2024, the European Parliament approved the EU Artificial Intelligence Act (“AI Act”). A first of its kind legal framework for AI, the AI Act has extraterritorial effect,…more

Appeals, Artificial Intelligence, California Privacy Protection Agency (CPPA), Consent, Court of Justice of the European Union (CJEU)

See all updates »

The International Comparative Legal Guide To: Private Equity 2021: United Kingdom: Private Equity 2021

1. Overview - 1.1. What are the most common types of private equity transactions in your jurisdiction? What is the current state of the market for these transactions? The most common types of private equity (“PE”)…more

EU, Investment, Investment Portfolios, Investors, Private Equity

See all updates »

SCA Updates – Public Offering of Foreign Funds in the UAE – Extension of the Grace Period

The Securities and Commodities Authority of the United Arab Emirates (“SCA”) has announced that the grace period granted to foreign funds registered with SCA for a public offering has now been extended to 31 March 2024, provided…more

Securities and Commodities Authority (SCA), United Arab Emirates (UAE)

See all updates »

Ireland to Finalise its European Long Term Investment Fund Regime

In parallel with the well-publicised enhancements to the European Long Term Investment Fund ("ELTIF") regime through Regulation 2023/606/EU (the "ELTIF 2.0 Regulation"), the Central Bank of Ireland (the “Central Bank”) has been…more

Central Bank of Ireland, ELTIF, EU, Ireland, Long-Term Investment Funds

See all updates »

Part 2 of 2: U.S. Supreme Court Confirms False Claims Act’s Scienter Standard Accounts for Subjective Intent

On June 1, 2023, the U.S. Supreme Court released a unanimous decision in U.S. ex rel. Schutte v. SuperValu Inc., No. 21-1326; U.S. ex rel. Proctor v. Safeway, Inc., No. 22-111, clarifying the False Claims Act’s scienter…more

Drug Pricing, False Claims Act (FCA), Fraud, Medicaid, Medicare

See all updates »

Senate Passes Tax Reform Bill

The U.S. Senate passed its version of the GOP tax reform bill, the Tax Cuts and Jobs Act (the “Senate Bill”), on Saturday, December 2, 2017. Shortly before approving the Senate Bill, the U.S. Senate adopted a Manager’s Amendment…more

Alternative Minimum Tax, Carried Interest, Corporate Taxes, Deductions, EBITDA

See all updates »

SEC Proposes New Regulatory Framework for Use of AI by Broker-Dealers and Investment Advisers

The SEC has proposed new rules designed to regulate potential conflicts of interest associated with broker-dealers’ and investment advisers’ use of certain AI-related technologies in their interactions with investors. The…more

Artificial Intelligence, Broker-Dealer, Conflicts of Interest, Consumer Protection Act, Disclosure Requirements

See all updates »

Some Good News for the Loan Industry—Loans Are Not Securities

Although the loan industry has long looked at loans as being obligations that arise in a commercial lending relationship, which are therefore not securities under Federal and state securities laws, the law supporting this view…more

Blue Sky Laws, Collateralized Loan Obligations, Coronavirus/COVID-19, Debt Securities, Fiduciary Duty

See all updates »

UK FCA Focuses Increased Scrutiny on Asset Managers

Regulators across the globe are intensifying their focus on enforcing the regulation of the asset management industry. Over the last twelve months, the global Financial Stability Board, the International Monetary Fund, the US…more

Asset Management, Bank of England, Dawn Raids, Document Productions, Duty to Cooperate

See all updates »

Treasury Proposes Investment Advisers AML/CFT Program Rule

Treasury proposed a new rule that would require investment advisers to establish an AML/CFT program and file certain reports, such as Suspicious Activity Reports (SARs), with FinCEN (Proposed Rule). The Proposed Rule would…more

AML/CFT, Bank Secrecy Act, Beneficial Owner, Customer Due Diligence (CDD), Exempt Reporting Advisers (ERAs)

See all updates »

Delaware Court of Chancery’s Rescission of Elon Musk’s US$55.8 Billion Pay Package Signals Expansion of Scrutiny into Potential Controllers

The Delaware Court of Chancery issued a post-trial opinion, on January 30, 2024, in Tornetta v. Musk, holding that Tesla’s board of directors (the “Board”) breached its fiduciary duties in awarding CEO Elon Musk (with the Board,…more

Appeals, Board of Directors, Breach of Duty, Business Litigation, Commercial Litigation

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Small Business Credit Availability Act: Increasing Capital and Flexibility for Business Development Companies

Highlights - On March 23, 2018, President Trump signed the Small Business Credit Availability Act (the Act), which aims to increase the availability of funding to small to mid-sized private U.S. companies and startups by…more

Amended Rules, Business Development Companies, Capital Formation, Capital Raising, Deregulation

See all updates »

Restructuring and Insolvency Bulletin Issue 2 - 2017: An update on COMI shifting to take advantage of the best insolvency tools to restructure debt and cram down dissenting or hold-out creditors

The EU has taken aim at fraudulent or abusive forum shopping in the Recast Insolvency Regulation, acknowledging the potential for misuse by debtors seeking to take advantage of more flexible insolvency processes available in…more

Cayman Islands, Chapter 15, COMI, Cramdown, Creditors

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 1

Introducing Dechert Re:Torts, a monthly publication that offers a summary of significant cases, rules and pertinent issues, brought to you by Dechert’s Product Liability and Mass Torts Group. Our snapshots help you stay abreast…more

Asbestos, Environmental Protection Agency (EPA), Federal Food Drug and Cosmetic Act (FFDCA), Federal Trade Commission (FTC), Food and Drug Administration (FDA)

See all updates »

Financial Services Quarterly Report - Third Quarter 2019: U.S. SEC Adopts Final ETF Rule and Issues Related Exchange Act Relief

The U.S. Securities and Exchange Commission adopted a new rule under the Investment Company Act of 1940 that will allow exchange-traded funds that satisfy certain standardized conditions to operate without first obtaining…more

Amended Forms, Basket Transactions, ETFs, Exchange-Traded Products, Exemptive Orders

See all updates »

Delaware Supreme Court Confirms that Buyer and Sellers Can Allocate the Risk of Non-Intentional Fraud

In Express Scripts, Inc., et al. v. Bracket Holdings Corp., the Delaware Supreme Court, sitting en banc, reversed and remanded the decision of the Delaware Superior Court, holding unanimously that (i) although common law fraud…more

Buyers, DE Supreme Court, Fraud, Misrepresentation, Risk Allocation

See all updates »

COVID-19 Coronavirus Business Impact: Central Bank of Ireland Announces COVID-19-related Forbearance Measures

The Central Bank of Ireland (“CBI”) has issued a markets update1 (the “Update”) confirming flexibility for filing dates relating to certain regulatory returns due from investment firms, fund service providers and investment…more

AIFM, Central Bank of Ireland, Coronavirus/COVID-19, European Securities and Markets Authority (ESMA), Filing Deadlines

See all updates »

U.S. SEC Proposes New Share Repurchase/Buyback Disclosure Rules and Amendments to 10b5-1 Plan Regime

As expected, the U.S. Securities and Exchange Commission released two significant rule proposals for issuers on December 15, 2021—one regarding issuer share repurchases and the other regarding issuer and director and officer…more

10b5-1 Plans, Corporate Governance, Disclosure Requirements, Equity Securities, Insider Trading

See all updates »

Recent English Law Developments Invite Mass Tort and Other Multi-Claimant Litigation

Recent court decisions have signaled the English courts’ willingness to embrace multi-claimant litigation and to broaden the types of questions decided on a collective basis. These developments have led UK-based plaintiffs’…more

EU, Litigation Strategies, Mass Tort Litigation, Multi-Claim Litigation, Risk Management

See all updates »

SEC Expands Scope of Fund “Names Rule”

The Securities and Exchange Commission recently adopted significant changes to Rule 35d-1 under the Investment Company Act of 1940 (Names Rule), as well as certain forms and disclosure requirements on September 20, 2023…more

Derivatives, Disclosure Requirements, Environmental Social & Governance (ESG), Form N-PORT, Investment

See all updates »

EPA Proposes National Drinking Water Regulation for Six PFAS Compounds

EPA has announced proposed national drinking water standards for six PFAS compounds, including PFOA and PFOS. The regulation would create enforceable Maximum Contaminant Levels for these PFAS, and states would be required to…more

CERCLA, Compliance, Contamination, Drinking Water, Environmental Policies

See all updates »

CLOs and Rule 3a-7 – A Port In Uncertain Regulatory Seas?

CLOs that rely on Rule 3a-7 are exempt from several regulatory regimes that apply to traditional CLOs that rely on Section 3(c)(7) - These CLOs are structured similarly to Section 3(c)(7) CLOs, but are subject to restrictions…more

Accredited Investors, Collateralized Loan Obligations, Investment Company Act of 1940, Pooled Investment Vehicles, Proposed Rules

See all updates »

Recent Bankruptcy Court Ruling Defines Limits of Foreign Proceeding

Judge David S. Jones of the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) recently denied Chapter 15 recognition of a Cayman Islands proceeding (Cayman Proceeding) in which the Cayman…more

Bankruptcy Code, Bankruptcy Court, Cayman Islands, Chapter 15, Insolvency

See all updates »

CIES to boost the appeal of Hong Kong funds

The New Capital Investment Entrant Scheme (New CIES)1 was launched on 1 March 2024 aiming to attract high net worth investors (including foreign and Chinese nationals) to reside in Hong Kong with a permanent residency status…more

Appeals, Applications, Asset Management, Foreign Investment, Hong Kong

See all updates »

SEC Amends Investment Company Liquidity Rule Disclosure Requirements

The U.S. Securities and Exchange Commission has adopted amendments to certain disclosure requirements of open-end investment companies – including exchange-traded funds, but excluding money market funds – (collectively, funds),…more

Amended Rules, Disclosure Requirements, Form N-PORT, Investment Companies, Investment Company Act of 1940

See all updates »

Financial Services Quarterly Report - First Quarter 2018: Hong Kong SFC Publishes Consultation Proposals on Public Fund Requirements

Following an initial “soft” consultation with industry participants and relevant stakeholders, the Securities and Futures Commission (SFC) launched a three-month consultation on proposed amendments to the Code on Unit Trusts and…more

Asset Diversification, Capital Requirements, Closed-End Funds, Custodians, Derivatives

See all updates »

Zika Keeps Investors Away From ABS East, But Not From CLOs

Although registration was up this year for IMN’s 22nd Annual ABS East conference held at the Fontainebleau Miami Beach earlier this month, attendance was lower than it’s been in previous years as many industry participants…more

Asset Management, Collateralized Loan Obligations, Risk Retention, Trade Conference

See all updates »

UK Government Deems all EEA Countries’ UCITS Regimes Equivalent Under the UK’s Overseas Funds Regime

Operators marketing EU UCITS in the UK under the FCA’s temporary marketing permissions regime (“TMPR”) will be able to continue to do so following the expiry of the TMPR, provided they register the UCITS in question for…more

EU, European Economic Area (EEA), False Claims Act (FCA), FSMA, OFR

See all updates »

SEC Staff Seeks Industry Engagement on Questions Regarding Development of Funds Holding Cryptocurrency-Related Products

The Director of the U.S. Securities and Exchange Commission (SEC) Division of Investment Management has outlined concerns of the SEC Staff (Staff) with respect to the registration of funds that hold cryptocurrencies and…more

Arbitrage, Bitcoin, Cryptocurrency, Currency Manipulation, Custody

See all updates »

D.C. Circuit Finds SEC Acted “Arbitrarily and Capriciously” in Disapproving Proposed Bitcoin ETP

The U.S. Court of Appeals for the D.C. Circuit (the “Court”) issued a major ruling against the Securities and Exchange Commission (“SEC”) on August 29, 2023, holding that the SEC acted arbitrarily and capriciously when it…more

Appeals, Bitcoin, Blockchain, CFTC, Exchange-Traded Products

See all updates »

SEC’s Proposed Modernized Reporting Regime: Effects on ETF Sponsors

The U.S. Securities and Exchange Commission (SEC) on May 20, 2015 unanimously approved proposed rules, forms and amendments that are intended to modernize and enhance the reporting and disclosure of information by investment…more

Asset Management, EFTs, Filing Requirements, Financial Markets, Form N-CEN

See all updates »

China Issues New Rules to Block Extraterritorial Reach of Foreign Law

In this OnPoint, we discuss new rules announced by China’s Ministry of Commerce (“MOFCOM”) aimed at counteracting the extraterritorial impact of foreign law on Chinese persons…more

Blocking Sanctions, China, Economic Sanctions, Export Controls, Extraterritoriality Rules

See all updates »

Broad View of FCPA Affirmed by Second Circuit

A recent decision by the United States Court of Appeals for the Second Circuit resolved several issues under the Foreign Corrupt Practices Act (“FCPA”) in a manner favorable to prosecutors. In United States v. Ng Lap Seng, the…more

Appeals, Bribery, China, Corporate Counsel, Criminal Prosecution

See all updates »

Key Developments for Employers in the UK Winter 2021 – Issue 2

In Martin v London Borough of Southwark, a teacher had raised a number of concerns with his employer that he and other teachers were working excessive hours. He brought a whistleblowing claim arguing that he had suffered a…more

Disability Discrimination, Employer Liability Issues, Employment Litigation, Equality Act, Flexible Work Arrangements

See all updates »

Dechert Cyber Bits - Issue 51

Biden Administration Issues Executive Order Restricting Bulk Transfers of U.S. Citizens' Personal Data to “Countries of Concern” - On February 28, 2024, President Biden issued an Executive Order (“EO”) to address the supposed…more

Biden Administration, California, Cybersecurity Framework, Data Privacy, Data Protection

See all updates »

SEC Proposes Best Interest Standard for Broker-Dealers, Related Investment Adviser Guidance and New Customer Relationship Summary Form

The U.S. Securities and Exchange Commission on April 18, 2018 published a package of proposed rules and interpretations intended to improve the retail investor experience and to provide greater clarity regarding customers’…more

Best Interest Standard, Broker-Dealer, Comment Period, Conflicts of Interest, Disclosure Requirements

See all updates »

New York Court Upholds Alternative Valuation Method for CDS Terminated During the 2008 Financial Crisis

As market participants debate whether the recent bank shutdowns and the government-sponsored sale of Credit Suisse may be a precursor for another “Lehman Moment,” we are reminded of yet unresolved issues that followed the Lehman…more

Capital Markets, CDS, Financial Crisis, Financial Institutions, Lehman Brothers

See all updates »

California’s Digital Financial Assets Law

Starting July 1, 2025, any person or entity engaged in a “digital financial asset business activity” within California or with a California resident will be required to obtain a license from the California Department of…more

Bitcoin, California, Cryptocurrency, Digital Assets, Disclosure Requirements

See all updates »

Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN is…more

Administrative Appeals, Articles of Incorporation, Board of Directors, Bylaws, Conflicts of Interest

See all updates »

CIES to boost the appeal of Hong Kong funds

The New Capital Investment Entrant Scheme (New CIES)1 was launched on 1 March 2024 aiming to attract high net worth investors (including foreign and Chinese nationals) to reside in Hong Kong with a permanent residency status…more

Appeals, Applications, Asset Management, Foreign Investment, Hong Kong

See all updates »

Beany & CECL – Episode 2

Just a few short months ago we took on the breathtakingly ill-conceived Current Expected Credit Loss (CECL) standard that the Financial Accounting Standards Board (FASB) proposed to implement starting in 2020. CECL will require…more

Accounting Standards, Capital Requirements, Comment Period, Disclosure Requirements, FASB

See all updates »

China Issues New Rules to Block Extraterritorial Reach of Foreign Law

In this OnPoint, we discuss new rules announced by China’s Ministry of Commerce (“MOFCOM”) aimed at counteracting the extraterritorial impact of foreign law on Chinese persons…more

Blocking Sanctions, China, Economic Sanctions, Export Controls, Extraterritoriality Rules

See all updates »

SEC Issues Guidance Update on Social Media Commentary in Investment Adviser Advertising

The staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) has issued an IM Guidance Update (Guidance Update) on the use of social media in investment adviser advertising. The…more

Advertising, Guidance Update, Investment Adviser, Investment Advisers Act of 1940, Ratings

See all updates »

Revised EU Guidance on Market Definition: Key points for the technology and other “innovative” sectors

After over 25 years, the European Commission (the “Commission”) has revised the guidance on market definition in antitrust and merger control investigations. The new guidance, most notably, reflects developments relating to…more

Antitrust Provisions, Capital Markets, Competition, EU, European Commission

See all updates »

Global Private Equity Practice 2023 Highlights

In a year marked by rising interest rates and intensified regulatory scrutiny, Dechert stood shoulder-to-shoulder with our private equity and private capital clients, crafting innovative strategies for capital raising and…more

Capital Markets, Capital Raising, Interest Rates, Private Equity

See all updates »

SEC Issues Proposed Rule Amendments Regarding Fund Naming Conventions

Overview - The U.S. Securities and Exchange Commission, by a vote of three-to-one, proposed for public comment on May 25, 2022, amendments to the rule governing naming conventions of funds1 subject to the U.S. Investment…more

Investment Funds, Investment Management, Regulatory Agenda, Rulemaking Process, Securities and Exchange Commission (SEC)

See all updates »

What Are the New Partnership Audit Rules?

The recently enacted Bipartisan Budget Act of 2015 amended the existing rules governing tax audits of partnerships in the U.S. Who Does this Effect and When? The new rules primarily impact partnerships with more than…more

Audits, IRS, Limited Liability Company (LLC), Partnerships, Tax Matters Partner

See all updates »

Reduced Cash Requirement in Part Stock and Part Cash Dividends: New IRS Guidance on RIC and REIT Distributions (UPDATED)

On November 30, 2021, the U.S. Internal Revenue Service issued Revenue Procedure 2021-53, temporarily allowing publicly offered regulated investment companies (RICs), including certain business development companies (BDCs) and…more

Business Development Companies, Closed-End Funds, Income Taxes, Internal Revenue Code (IRC), IRS

See all updates »

SEC Expands Scope of Fund “Names Rule”

The Securities and Exchange Commission recently adopted significant changes to Rule 35d-1 under the Investment Company Act of 1940 (Names Rule), as well as certain forms and disclosure requirements on September 20, 2023…more

Derivatives, Disclosure Requirements, Environmental Social & Governance (ESG), Form N-PORT, Investment

See all updates »

Dechert Re:Torts - Key Developments in Product Liability and Mass Torts - Issue 11

Recent Nuclear Verdicts Highlight Danger of Punitive Damages - In October and November 2023, four separate products liability trials ended with large plaintiff verdicts. Three of these verdicts were against Monsanto in Roundup…more

Chemicals, Class Action, Dismissals, Draft Guidance, Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

Inflation Reduction Act of 2022: Corporate Alternative Minimum Tax, Excise Tax on Corporate Stock Repurchases, and Business Loss Limitations

On August 12, 2022, the U.S. Congress passed the Inflation Reduction Act of 2022 (the “Act”), which was signed into law by President Biden on August 16, 2022. Alongside sweeping changes to energy, environmental and healthcare…more

Alternative Minimum Tax, American Rescue Plan Act of 2021, Business Losses, CARES Act, Corporate Taxes

See all updates »

Reminder: less than three months until revised IR35 rules come into force

In the light of the various business challenges posed by the ongoing COVID-19 pandemic, it would be understandable if the incoming changes to the off payroll working rules ('IR35') have not been a primary focus for some…more

Employer Liability Issues, International Labor Laws, IR35, Payroll Taxes, UK

See all updates »

SEC Adopts New Rules and Rule Amendments to Require Registered Open-End Investment Companies to Establish Liquidity Risk Management Programs and Permit Them to use “Swing Pricing”

The U.S. Securities and Exchange Commission (SEC or Commission) has unanimously adopted new rules and rule amendments to require registered open-end investment companies (including exchange traded funds and exchange-traded…more

Disclosure Requirements, ETFs, Investment Companies, Liquidity Risk Management Rule, Money Market Funds

See all updates »

Collateralized Fund Obligations (CFOs): The Technicolor Dreamcoat of Fund Finance

Over the past several years as Collateralized Loan Obligations (“CLOs”) reached new and dizzying heights in issuance volume, CFOs have been quietly, and under the radar, gaining market acceptance and momentum among asset…more

Asset-Based Lending, Cayman Islands, CFOs, Collateralized Fund Obligation (CFO), Confidentiality Agreements

See all updates »

Leverage may be a sufficient benefit to justify the making of a winding up order – new ruling by the Hong Kong Court of Final Appeal

Creditors seeking to enforce an undisputed debt against a solvent foreign non-Hong Kong company in the courts of Hong Kong will welcome the recent judgment of the Court of Final Appeal (CFA) in Shandong Chenming Paper Holdings…more

Commercial Bankruptcy, Creditors, Debtors, Foreign Bankruptcies, Foreign Corporations

See all updates »

China’s Supreme People’s Court Recently Issued its Judicial Guidance Opinions on Adjudication of COVID-19 Related Cases

On April 16, 2020, the Supreme People’s Court of China (the “SPC”) issued the Guiding Opinions of the SPC on Several Issues Concerning Proper Trial of Civil Cases Involving COVID-19 (I) (the “COVID-19 Opinions”), providing a…more

Arbitration, Breach of Contract, China, Consumer Protection Laws, Employment Litigation

See all updates »

English court rules that certain ISDA bankruptcy events of default can be cured

In October 2022, the English High Court delivered a long-awaited judgment relating to whether or not certain Bankruptcy Events of Default can be cured under the ISDA 2002 and 1992 Master Agreements ("ISDA Master Agreements") -…more

Appeals, Bankruptcy Code, Chapter 15, Creditors, Default

See all updates »

Financial Services Quarterly Report- Fourth Quarter 2016: What’s New in the Asian Asset Management Industry

Dechert’s Financial Services team recently presented a seminar in London, during which panellists provided insights into “What’s New in Asia”. Topics included: Some key takeaways from the panel discussion, which focused on…more

Asia, Asset Management, China, CIBM, Financial Services Industry

See all updates »

Trademarking a Sound: The First Sound Trademark granted through a Judicial Proceeding in China

The Beijing High Court recently made a final judgement in favor of Tencent, finding that the notification beeping sound of the digital company’s instant-messaging and social network services is distinctive enough to be awarded a…more

Acquired Distinctiveness, Administrative Appeals, Appeals, China, Commercial Use

See all updates »

Dechert's Global Private Equity 2022 Highlights

Despite rising interest rates, global geopolitical risk and uncertainty surrounding a looming recession, 2022 remained a robust and fascinating year for the PE industry. Dechert’s PE practice worked alongside our clients to…more

Environmental Social & Governance (ESG), Healthcare, Infrastructure, Interest Rates, Investigations

See all updates »

Dechert Cyber Bits - Issue 51

Biden Administration Issues Executive Order Restricting Bulk Transfers of U.S. Citizens' Personal Data to “Countries of Concern” - On February 28, 2024, President Biden issued an Executive Order (“EO”) to address the supposed…more

Biden Administration, California, Cybersecurity Framework, Data Privacy, Data Protection

See all updates »

Global Private Equity Newsletter - Spring/Summer 2019 Edition: Breaking the Mold through Diversity in the Board Room

Private equity sponsors have typically exited their investments through a sale or public offering. While sales to a strategic or another private equity sponsor predominate, public offerings still represent an attractive…more

BlackRock, C&DIs, Diversity, EU, Glass Lewis

See all updates »

Summary of the Federal Reserve Main Street Lending Program (UPDATED)

The Federal Reserve Bank (the “Fed”) and the U.S. Department of the Treasury (the “Treasury”) announced preliminary details for the Main Street Lending Program (the “MSLP”) on April 9, 2020. Additional details and guidance as…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

See all updates »

First Circuit Overturns Conspiracy Convictions in Varsity Blues College Admissions Case

The First Circuit applied a narrow definition of “bribery” for honest services fraud under 18 U.S.C. § 1346. Payments made to the purportedly harmed party in the alleged bribery scheme—here, the universities—cannot constitute…more

Bribery, College Admissions, Conspiracies, Convictions, Falsified Documents

See all updates »

Will ERISA’s Fiduciary Exemption “Rollover” to the New Administration? DOL Issues Year-End Package Relating to “Investment Advice.”

Overview The U.S. Department of Labor (the “DOL”) on December 15, 2020 issued a release (the “Release”) finalizing Prohibited Transaction Class Exemption (“PTCE”) 2020-2 (the “Final Exemption”) for retirement accounts (“Plans”)…more

Best Interest Standard, Biden Administration, Conflicts of Interest, Department of Labor (DOL), Employee Benefits

See all updates »

CFIUS’ Proposed Rules Enhance its Enforcement Authority

The U.S. Department of Treasury (“Treasury”), which is Chair of the Committee on Foreign Investment in the United States (“CFIUS” or the “Committee”), released a Notice of Proposed Rulemaking on April 11, 2024 (“NPRM”) meant to…more

CFIUS, Civil Monetary Penalty, Enforcement, FIRRMA, Foreign Investment

See all updates »

LIBOR – The UK Beat Goes On

While it seems like the COVID pandemic has taken over every waking moment of our lives, the impending end of LIBOR marches ever onward.  All signs point to a termination date for the troubled benchmarks at the end of 2021,…more

Banking Sector, Benchmarks, Financial Conduct Authority (FCA), Interest Rates, Libor

See all updates »

SEC Proposes Sweeping Changes to Liquidity Risk Management Practices Used by Mutual Funds and ETFs

The U.S. Securities and Exchange Commission (SEC or Commission) on September 22, 2015 proposed a rule that would require all registered open-end funds and open-end exchange-traded funds (ETFs), other than money market funds…more

Disclosure Requirements, ETFs, Liquidity Risk Management Rule, Mutual Funds, Reporting Requirements

See all updates »

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up Log in
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide

JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide