Skadden, Arps, Slate, Meagher & Flom LLP

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One Manhattan West
New York, New York 10001, United States
Phone: 212.735.3000
Fax: 212.735.2000/1
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Elections & Politics
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • California
  • D.C.
  • Delaware
  • Illinois
  • Massachusetts
  • New York
  • Texas
Other Countries
  • Belgium
  • Brazil
  • Canada
  • China
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  • Hong Kong
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  • United Kingdom
Number of Attorneys
1,000+ Attorneys

Corporate Integrity Agreements: A Year in Review

In 2021, the Department of Health and Human Services Office of Inspector General (HHS-OIG) entered into 30 new corporate integrity agreements (CIAs) with companies and individuals to resolve exclusion authority arising out of…more

Compliance, Corporate Integrity Agreement, Department of Health and Human Services (HHS), False Claims Act (FCA), Medical Devices

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GDPR Collective Civil Claims Present Potential for Reputational Risk and ‘Ruinous’ Damages

While much attention has been paid to the maximum level of administrative fines under the General Data Protection Regulation (GDPR) — up to 4 percent of total worldwide annual turnover — the regulation also provides for another…more

Business Profits, Collective Actions, Corporate Counsel, Cyber Insurance, Damages

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes, this…more

Acquisitions, Board of Directors, Companies Act, Corporate Governance, Disclosure

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

Texas High Court Lays Partnership Formation Questions to Rest

On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case…more

Business Disputes, Business Formation, Condition Precedent, Construction Project, Contract Disputes

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The Pandemic Brought Some Welcome Innovations to the Justice Process, but Also Many New Challenges

Takeaways - Courts and litigators have become increasingly comfortable with remote proceedings, and they are likely to be used more frequently after the pandemic subsides than they were before. Where jurors participate…more

Jury Selection, Litigation Strategies, Remote Depositions, Remote Proceedings, Trial Preparation

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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"Important FIRPTA and REIT Reforms Enacted"

The newly signed Protecting Americans from Tax Hikes Act of 2015 (the Act) includes several reforms to the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) and the taxation of real estate investment trusts (REITs)…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, REIT

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FTC Announces Unprecedented Indefinite Moratorium on Early Terminations of HSR Act Waiting Periods

On Thursday, February 4, 2021, the Federal Trade Commission (FTC), with the concurrence of the Department of Justice’s Antitrust Division (DOJ), announced that it had suspended the process by which requests for early termination…more

Acquisitions, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Mergers

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Impact of Brexit on UK and EU Sanctions Frameworks

The U.K. adopted an autonomous financial sanctions regime when it exited the European Union on December 31, 2020. The U.K. and EU have both stated that they intend to coordinate post-Brexit sanctions policy as much as possible;…more

Anti-Money Laundering, Breach of Financial Sanctions, Economic Sanctions, EU, Sanctions

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Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations related…more

Board of Directors, Corporate Executives, Corporate Governance, Cybersecurity, EU

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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New Rules To Tackle Authorised Push Payment Fraud

Authorised push payment (APP) fraud in the UK is the largest type of payment fraud, both in number of scams and value of losses. It involves a fraudster convincing someone to send a payment to a bank account that the fraudster…more

Banking Sector, Banks, Financial Crimes, Financial Institutions, Financial Services Industry

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Commerce Department Seeks Comment on Restrictions on ‘Connected Vehicle’ Components From ‘Foreign Adversaries’

The U.S. Department of Commerce is soliciting comment on possible restrictions on “connected vehicle” components obtained from “foreign adversaries.” On March 1, 2024, the department’s Bureau of Industry and Security (BIS)…more

Advanced Notice of Proposed Rulemaking (ANPRM), Automotive Industry, Bureau of Industry and Security (BIS), Comment Period, Connected Cars

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"First Circuit Holds That a Private Equity Fund May be Liable for Portfolio Company Pension Obligations"

On July 24, 2013, the U.S. Court of Appeals for the First Circuit held that a private equity fund sponsored by Sun Capital Advisors constituted a “trade or business” for purposes of ERISA multiemployer pension withdrawal…more

Controlled Groups, Employee Retirement Income Security Act (ERISA), Multi-Employer Pensions, Pensions, Private Equity

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Public Comments on US Merger Guidelines May Be Harbinger of Stronger Enforcement

Key Points - U.S. antitrust regulators at the DOJ and FTC embarked on a joint review of merger enforcement by soliciting public input on modernizing federal merger guidelines. While public comments ran the gamut from…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Recognition of Restructuring and Insolvency Proceedings

Although the Trade and Cooperation Agreement (TCA) arrived in time to prevent a wholesale “no deal Brexit,” issues of cross-border cooperation and recognition in relation to insolvency and restructuring proceedings were not…more

Corporate Restructuring, Cross-Border, Cross-Border Insolvency Regulations (CBIR), Debt Restructuring, EU

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

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Enforcement Priorities Could Shift in a Downturn

In 2022, we saw steep drops in the U.S. stock market, comparable to the bursting of the dot-com bubble of 2000-01 and the crash set off by the global financial crisis of 2007-09. Additionally, cryptocurrency markets have lost…more

Coronavirus/COVID-19, Corporate Counsel, Corporate Governance, Cryptocurrency, Decentralized Finance (DeFi)

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HHS Corporate Integrity Agreements: A Year in Review

In 2022, the Department of Health and Human Services Office of Inspector General (OIG) entered into 31 new corporate integrity agreements (CIAs) with companies and individuals in lieu of exercising its permissive exclusion…more

Chief Compliance Officers, Corporate Integrity Agreement, Medical Devices, OIG, Pharmaceutical Industry

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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SEC Adopts Rules and Interpretations Related to Standards of Conduct for Broker-Dealers and Investment Advisers

On June 5, 2019, the SEC voted to adopt a package of rules and interpretations related to standards of conduct for broker-dealers and investment advisers, including new rule Regulation Best Interest, new Form CRS, an…more

Best Interest Standard, Broker-Dealer, Compliance, Fiduciary Duty, Form CRS

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Skadden's 2019 Insights: US Capital Markets Face Uncertainty Entering 2019, With Volatility Likely to Continue

Performance in the U.S. capital markets was mixed in 2018, with the equity new issuance market showing strength through most of the year and the debt issuance markets softening. The initial public offering (IPO) market had its…more

Business Profits, Capital Markets, Debt Market, Economic Development, Equity Markets

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Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the…more

Investment Management, IRS, Partnership Interests, Private Equity, Private Equity Funds

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Supporting Net Zero: UK CMA Consults on Draft Sustainability Guidance

On February 28, 2023, the UK Competition and Markets Authority (CMA) issued for consultation its long-awaited draft guidance on environmental sustainability agreements (Draft Guidance). The CMA first foreshadowed the publication…more

Anti-Competitive, Climate Change, Competition, Cross-Border, Enforcement

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SEC Amends Beneficial Ownership Reporting Rules, Shortening Deadlines and Offering Guidance on ‘Groups’ and Cash-Settled Derivatives

On October 10, 2023, the Securities and Exchange Commission (SEC) voted 4-1 to adopt amendments to its beneficial ownership reporting rules. Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (Exchange…more

Beneficial Owner, Derivatives, Filing Deadlines, Investors, Reporting Requirements

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Coronavirus/COVID-19: Implications for Commercial and Financial Contracts

The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies are…more

Breach of Contract, Commercial Contracts, Commercial General Liability Policies, Contract Terms, Coronavirus/COVID-19

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DOJ and FTC Release Final 2023 Merger Guidelines Formalizing Aggressive Merger Enforcement Playbook

On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects…more

Acquisitions, Department of Justice (DOJ), Draft Guidance, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

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Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability — A Macro View

I. The Current State of Play - The subjects falling within the purview of U.S. public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises as…more

Board of Directors, Business Strategies, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG)

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UK Employment Flash - November 2022

This issue of the UK Employment Flash looks at the latest employment law developments and insights about employment law in the U.K., including an exploration of the potential relationship between artificial intelligence and…more

Anti-Discrimination Policies, Artificial Intelligence, Data Protection, Employer Liability Issues, Hiring & Firing

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Court of Chancery Continues to Reject Demand Futility Claims Post-Zuckerberg

In September 2021, in United Food and Commercial Workers Union v. Zuckerberg, the Delaware Supreme Court embraced the Court of Chancery’s suggestion that the analysis for evaluating demand futility in derivative cases should be…more

Books & Records, Demand Futility, Derivative Suit, Fiduciary Duty, Section 220 Request

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France’s Emergency Package in Response to the COVID-19 Pandemic

On March 18, 2020, the French government published a legislative package of emergency measures aimed at tackling the COVID-19 crisis. It includes an Amending Finance Act for 2020 (which includes a state guarantee of up to €300…more

Coronavirus/COVID-19, Emergency Management Plans, France, New Legislation, Relief Measures

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Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics…more

Board of Directors, Books & Records, Corporate Governance, Corporate Misconduct, Corporate Officers

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Courts Rule on Financial Services Antitrust Suits

Although courthouse activity has slowed over the past month due to COVID-19 social distancing efforts, federal courts continue to conduct business, even if remotely. Many judges have utilized this time to finalize decisions on…more

Antitrust Conspiracies, Antitrust Litigation, Antitrust Standing, Failure To State A Claim, Federal Pleading Requirements

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Related to the US and Latin America

US Case Law Update - The U.S. Supreme Court and appellate courts have issued several recent decisions on important topics related to arbitration and the ability to enforce awards and judgments in the United States…more

Appeals, Arbitration, Arbitration Awards, Bilateral Investment Treaties, Brazil

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DOJ and SEC Issue Second Edition of the FCPA Resource Guide

On July 3, 2020, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) jointly released the second edition of the “Resource Guide to the U.S. Foreign Corrupt Practices Act,” which was originally…more

Accounting Controls, Acquisitions, Co-Conspirators, Compliance, Conspiracies

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

See all updates »

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

Mandatory Notification Obligations Under the EU’s Foreign Subsidies Regulation Kick In: Are You Ready?

Starting today, October 12, 2023, the mandatory notification requirements under the EU’s Foreign Subsidies Regulation (FSR) apply. M&A deals involving businesses that (i) have been granted certain levels of financial support…more

Acquisitions, EU, European Commission, European Merger Control Regulation, Joint Venture

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The E-Discovery Digest - March 2018

The ninth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney-client privilege and work-product doctrine, spoliation, and discovery responses…more

Adverse Inference Instructions, Attorney-Client Privilege, Corporate Counsel, Cost-Shifting, Destruction of Evidence

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UK Public M&A Update – H1 2023

In this update, we consider key statistics, trends, developments and highlights regarding UK public M&A transactions governed by the UK Takeover Code that were announced during the first half (H1) of 2023…more

Acquisitions, Buyers, Investment, Investors, Mergers

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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Reductions in Force: Legal Do’s and Don’ts

Reductions in force (RIFs) are making headlines as companies trim their worker ranks in the face of a weakening economy. Employers must decide whether to implement voluntary or involuntary RIFs (or both); the considerations for…more

Discrimination, Employees, Employer Liability Issues, Employment Policies, Equity Compensation

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In Arthrex, Supreme Court To Review Constitutionality of Patent Board’s Structure

In October 2020, the U.S. Supreme Court agreed to hear a case that could affect the viability of the Patent Trial and Appeal Board (PTAB) as well as countless PTAB patentability decisions — past, present and future…more

Administrative Patent Judges, Appointments Clause, Arthrex Inc v Smith & Nephew Inc, Constitutional Challenges, Inferior Officers

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The Class Action Chronicle - August 2020

Interpreting Bristol-Myers : Are Unnamed Members of Nationwide Class Actions ‘Parties’? If So, When? In 2017, the Supreme Court decided Bristol-Myers Squibb Co. v. Superior Court of California (BMS), holding that a California…more

Article III, Bristol-Myers Squibb Co v Superior Court of California - San Francisco County, Class Action, Class Certification, Class Members

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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FinCEN Commences Rulemaking Process To Implement New Beneficial Ownership Requirements

On April 1, 2021, the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an advance notice of proposed rulemaking (ANPRM) to solicit public comments on the implementation of the Corporate…more

Advanced Notice of Proposed Rulemaking (ANPRM), Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD)

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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FERC Would Have Wide Discretion Under an Expanded Duty of Candor

The Federal Energy Regulatory Commission (FERC or the Commission) is exploring whether to impose a new far-reaching duty of candor requirement. The proposed rule would prohibit the submission of inaccurate information to FERC…more

Constitutional Challenges, Duty of Candor, Energy Sector, Enforcement, FERC

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Lenders May Soon Need To Prepare To Comply With the CFPB’s Small Business Rule

Despite facing challenges both from Congress and in court, the Consumer Financial Protection Bureau’s (CFPB’s) “Small Business Lending Under the Equal Credit Opportunity Act (Regulation B)” (Small Business Rule) is likely here…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fair Lending, Financial Services Industry, Regulation B

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Despite Slowdown in SPAC Activity, Opportunities Remain

Key Points - The first half of 2022 experienced a slowdown in SPAC activity when compared to recent years. Only 77 de-SPAC M&A deals were announced in the first half of 2022, compared to 167 de-SPAC transactions in the same…more

Capital Markets, Excise Tax, Private Investment in Public Equity (PIPEs), PSLRA, Publicly-Traded Companies

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Every Move You Make: When Monitoring Employees Gives Rise to Legal Risks

Key Points That employers monitor their employees to some degree is a given. What may come as a surprise is the extent and means of such tracking, often involving advanced technologies, especially during the COVID-19 pandemic…more

Coronavirus/COVID-19, Electronic Communications, Employee Monitoring, Employee Privacy Rights, Employer Liability Issues

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SOX-Liter: Changes to the UK Corporate Governance Landscape

The UK government has proposed a number of measures — both legislative and regulatory — to restore trust in audit and corporate governance and maintain the UK’s reputation as a home of sound corporate governance. Some of these…more

Capital Markets, Corporate Governance, Stakeholder Engagement, UK

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IRS Rolls Out Long-Planned Strategy Targeting Large Partnerships and High-Wealth Individual Taxpayers

On September 8, 2023, Internal Revenue Service (IRS) Commissioner Danny Werfel announced the rollout of a coordinated enforcement strategy that will involve audits of returns filed by 75 of the largest partnerships operating in…more

Enforcement Actions, Estate Planning, Inflation Reduction Act (IRA), Investment Management, IRS

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2021 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits…more

Compensation & Benefits, Compensation Committee, Corporate Counsel, Corporate Governance, Executive Compensation

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Revirement de jurisprudence en matière de transfert de responsabilité pénale dans le cadre d’opérations de fusion-absorption

Le 25 novembre 2020, la Cour de cassation a opéré un revirement de jurisprudence important pour la pratique des affaires, en décidant que la responsabilité pénale d’une société absorbée, de nature à donner lieu à une peine…more

Acquisitions, Criminal Liability, Due Diligence, Foreign Investment, France

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Insights: The Delaware Edition - December 2020

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and…more

Acquisitions, Breach of Duty, Business Judgment Rule, Caremark claim, DE Supreme Court

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Insights: The Delaware Edition - December 2020

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and…more

Acquisitions, Breach of Duty, Business Judgment Rule, Caremark claim, DE Supreme Court

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Fierce Competition Podcast | Letter From London: The Rise of UK Class Actions and the Competition Appeal Tribunal

This episode of our “Fierce Competition“ podcast looks at trends across the pond in class actions in the U.K. and focuses on the country’s new tribunal that was created specifically to hear class actions. Antitrust/competition…more

Antitrust Violations, Class Action, Class Certification, Competition, UK

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$1.7 Trillion Spending Package Includes Significant Changes to Retirement Plans

On December 29, 2022, President Joe Biden signed into law the Consolidated Appropriations Act of 2023, which includes the SECURE 2.0 Act of 2022 (SECURE 2.0). SECURE 2.0 is an expansion of the Setting Every Community Up for…more

401k, Employee Benefits, Employees, Employer Contributions, EPCRS

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Proposals To Reform Germany’s Pension System Could Open Market, Benefitting Retirees and — Potentially — Insurers

If Germany’s coalition government follows through on recommendations from a focus group convened by the Federal Finance Ministry for reforms to the country’s pension system, it could open the way for insurers and other providers…more

Employee Benefits, Germany, International Labor Laws, Labor Regulations, Pension Schemes

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Oil Price War and Challenging Debt Markets: Tax Risks and Strategies for Upstream and Midstream Companies

Many upstream and midstream companies are grappling with the prospect of severe liquidity constraints due to the rapid deterioration of both the commodity markets and the debt capital markets. While upstream companies have borne…more

Debt Market, International Tax Issues, Market Pricing, Midstream Contracts, Oil & Gas

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Rise in Crypto Securities Filings Could Persist

Increased regulatory oversight and recent turmoil in the digital asset market have led to a rising number of securities litigations focusing on cryptocurrencies. Sixteen cryptocurrency-related class actions have been filed this…more

Class Action, Cryptoassets, Cryptocurrency, Digital Assets, Enforcement

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Rising Challenges in Arbitration: Post-Award Bias Allegations and the Evolving Standards of Conflict Disclosure

Users of arbitration know that one of the most important decisions they can make is the selection of the arbitrator. As arbitration grows more ubiquitous, more experienced arbitrators are being selected more frequently, and…more

Arbitration, Arbitration Awards, Arbitrators, Conflicts of Interest, Dispute Resolution

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The Class Action Chronicle - November 2023

Fourth Circuit Holds That Class Action Waiver Issue Must Be Decided Before Certification and Questions Narrow Issue Classes - In In re Marriott International, Inc., 78 F.4th 677 (4th Cir. 2023), a panel of the U.S. Court of…more

Appeals, Appellate Courts, Class Action, Class Action Arbitration Waivers, Class Certification

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Treasury and Justice Department Reports Signal Tougher Enforcement and Regulation in the Digital Assets Sector

On September 16, 2022, the U.S. Department of the Treasury and Department of Justice released four much-anticipated reports on different aspects of cryptoasset regulation. They confirm the Biden administration’s broad but…more

Biden Administration, Blockchain, Criminal Investigations, Cryptocurrency, Decentralized Finance (DeFi)

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The Standard Formula: A Guide to Solvency II – Chapter 5: The Matching Adjustment

1. Background to the Matching Adjustment - “Where insurance and reinsurance undertakings hold bonds or other assets with similar cash flow characteristics to maturity, they are not exposed to the risk of changing spreads on…more

Acquisitions, EU, Financial Institutions, Insurance Industry, Mergers

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FTC Announces 2024 HSR Notification Thresholds and Filing Fees

On January 22, 2024, the Federal Trade Commission (FTC) announced revised notification thresholds under the Hart-Scott-Rodino Act (HSR Act). If a proposed merger, acquisition of stock, assets or unincorporated interests, or…more

Acquisitions, Antitrust Provisions, Civil Monetary Penalty, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

UK Introduces Legal Services Ban

In response to the continued invasion of Ukraine, the United Kingdom has added to its measures targeting Russia by introducing a ban on the provision of certain legal advisory services. While the UK government press release…more

Economic Sanctions, EU, Legal Advice, New Guidance, Russia

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Recent Enforcement Settlements Highlight Continued Scrutiny of Quality and Manufacturing Issues

Three recent settlements demonstrate the U.S. Department of Justice’s (DOJ’s) continued scrutiny of product quality and manufacturing issues in the medical device industry. Using the civil False Claims Act (FCA) and the threat…more

Criminal Investigations, Deferred Prosecution Agreements, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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Recent Trends in Shareholder Activism

Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is…more

Acquisitions, Board of Directors, Corporate Governance, Institutional Investors, Mergers

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US M&A Levels Remain Healthy, but Due Diligence and Deal Protections Will Become Even More Critical

Acquisition market participants in the U.S. approached dealmaking with greater caution in 2022 than they did in 2021. Steadily rising interest rates and financing costs, persistent inflation, geopolitical uncertainty, heightened…more

Acquisitions, Buyers, Capital Markets, Domestic Dealmaking, Due Diligence

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2021 Compensation Committee Handbook

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This seventh edition of the Compensation Committee Handbook from the lawyers of the Executive Compensation and Benefits…more

Compensation & Benefits, Compensation Committee, Corporate Counsel, Corporate Governance, Executive Compensation

See all updates »

New Corporate Minimum Tax and Stock Repurchase Tax Will Take Effect in 2023, but Questions Remain

The corporate alternative minimum tax (CAMT) and the excise tax on stock repurchases, each enacted as part of the Inflation Reduction Act of 2022, will soon become effective — for the CAMT, for taxable years beginning after…more

Acquisitions, Corporate Taxes, Excise Tax, IRS, Limited Liability Company (LLC)

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The Class Action Chronicle - Summer 2015

In This Issue: - The Fairness in Class Action Litigation Act of 2015 - Class Certification Decisions: ..Decisions Granting Motions to Strike/Dismiss Class Claims ..Decisions Denying Motions to…more

Breach of Contract, CAFA, Chamber of Commerce, Class Action, Class Certification

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How Social Media, Technology and Privacy Laws Are Changing the E-Discovery Landscape

Historically focused on manually wading through large volumes of email and electronic documents, e-discovery is transforming in nuanced ways. Discovery of mobile devices, social media and other online applications raises novel…more

Data Collection, Data Preservation, Data Protection, Discovery, Document Productions

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Latest Text of EU AI Act Proposes Expanding Obligations for High-Risk and General AI Systems and Banning a Third Category

On 21 January 2024, a near complete draft version of the proposed text for the EU AI Act was unofficially shared with the public by a European media publication, after which a senior advisor in the European Parliament shared an…more

Artificial Intelligence, Copyright, Cybersecurity, Data Privacy, EU

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Corporate Integrity Agreements: A Year in Review

In 2021, the Department of Health and Human Services Office of Inspector General (HHS-OIG) entered into 30 new corporate integrity agreements (CIAs) with companies and individuals to resolve exclusion authority arising out of…more

Compliance, Corporate Integrity Agreement, Department of Health and Human Services (HHS), False Claims Act (FCA), Medical Devices

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DOJ and FTC Release Final 2023 Merger Guidelines Formalizing Aggressive Merger Enforcement Playbook

On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects…more

Acquisitions, Department of Justice (DOJ), Draft Guidance, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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EU Expands Restrictive Measures in 13th Russian Sanctions Package and Publishes Guidance

On 23 February 2024, the European Union (EU) adopted a 13th package of sanctions against Russia, imposing asset freezes on additional individuals and entities, expanding existing sectoral sanctions and further limiting Russia’s…more

Asset Freeze, Blocking Sanctions, Economic Sanctions, EU, Export Controls

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GILTI Conscience Podcast | Spotlight Series: Utilizing Tax Knowledge for the Greater Good

In our third installment of the “GILTI Conscience” pro bono spotlight series, counsel Jared Binstock and associate Sanessa Griffiths joined the podcast hosts to discuss how they’ve utilized their corporate tax backgrounds to…more

Business Taxes, Corporate Taxes, GILTI tax, Income Taxes, International Tax Issues

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PTAB Update - March 2023

Steep Drop in Discretionary Denials — But Will It Last? The Patent Trial and Appeal Board (PTAB) may be becoming more petitioner-friendly following a June 2022 memorandum that significantly narrows a precedent-setting case’s…more

Administrative Procedure Act, Duty of Candor, Ex Partes Reexamination, Intellectual Property Litigation, Intellectual Property Protection

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Supreme Court Addresses Copyright Fair Use Defense in Goldsmith

On May 18, 2023, the U.S. Supreme Court ruled 7-2 in favor of the respondent copyright holder in Andy Warhol Foundation for the Visual Arts, Inc. v. Lynn Goldsmith et al., No. 21-869, analyzing the Copyright Act’s first fair use…more

Andy Warhol Foundation for the Visual Arts Inc v Goldsmith, Artificial Intelligence, Copyright, Copyright Infringement, Derivative Works

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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In Coordinated Action, US Authorities Increase Russia-Related Restrictions and Warn About Evasion Risks

Through a series of coordinated actions in May 2023, the United States launched a whole-of-government effort to expand and strengthen enforcement of its sanctions campaign against Russia as the conflict in Ukraine continues in…more

Anti-Money Laundering, Bureau of Industry and Security (BIS), CFIUS, Economic Sanctions, Export Controls

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Ninth Circuit Blocks California’s Ban on Mandatory Arbitration Agreements

Employers in California can require workers to sign arbitration agreements as a condition of employment. On February 15, 2023, a divided panel of the U.S. Court of Appeals for the Ninth Circuit ruled that the Federal…more

Arbitration Agreements, California, Employees, Employer Liability Issues, Job Applicants

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Employment Flash - March 2024

In this issue of Employment Flash: the new DOL rule on independent contractors, SCOTUS’s unanimous Sarbanes-Oxley whistleblower ruling, plus labor law developments in California, Delaware, D.C., New York, the EU, Germany and…more

California, Classification, Coronavirus/COVID-19, Data Reporting, DE Supreme Court

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FTC Sues To Block $40 Billion Nvidia Acquisition of Arm, Reinforcing Aggressive Enforcement Agenda

On December 2, 2021, the Federal Trade Commission (FTC or Commission) filed an administrative complaint challenging Nvidia’s $40 billion acquisition of Arm Ltd., a subsidiary of the Softbank Group. The Commission, which voted…more

Acquisitions, Competition, Competition Authorities, Federal Trade Commission (FTC), Mergers

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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UK Employment Flash - November 2022

This issue of the UK Employment Flash looks at the latest employment law developments and insights about employment law in the U.K., including an exploration of the potential relationship between artificial intelligence and…more

Anti-Discrimination Policies, Artificial Intelligence, Data Protection, Employer Liability Issues, Hiring & Firing

See all updates »

Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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France Further Aligns Corporate Crime Guidance With US and UK Approaches to Sentencing and Leniency

On January 16, 2023, France’s financial prosecutor, the “Parquet National Financier” (PNF), issued updated guidance (the Guidelines) regarding its approach to offering, negotiating and entering into French deferred prosecution…more

Anti-Corruption, Anti-Money Laundering, Attorney-Client Privilege, CJIP, Compensation

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SEC Proposes Amendments to the Shareholder Proposal Rules

On July 13, 2022, the U.S. Securities and Exchange Commission (SEC), by a 3-2 vote, proposed amendments to the proxy rules that would narrow certain grounds under which companies may exclude shareholder proposals from their…more

Corporate Governance, New Guidance, No-Action Letters, Proxy Season, Proxy Statements

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Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics…more

Board of Directors, Books & Records, Corporate Governance, Corporate Misconduct, Corporate Officers

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FinCEN Issues Final Rule on Beneficial Ownership Reporting Under the CTA

On September 29, 2022, the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) issued a long-awaited final rule implementing the beneficial ownership information (BOI) reporting requirements of the Corporate…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Financial Institutions, FinCEN

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2022: What You Need To Know …

This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and…more

Corporate Governance, Cryptocurrency, Environmental Social & Governance (ESG), Executive Compensation, Mergers

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How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

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Highlights From the Recently Issued Proposed Regulations Under Sections 162(f) and 6050X

On May 13, 2020, the U.S. Treasury Department and Internal Revenue Service issued proposed regulations under Sections 162(f) and 6050X of the Internal Revenue Code regarding the disallowance of deductions for certain amounts…more

Civil Monetary Penalty, Corporate Fines, Corporate Taxes, Enforcement Actions, IRS

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

See all updates »

SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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UK Public M&A Update – H2 2022

2022 vs. 2021 Public M&A activity in the UK in 2022 returned to moderate levels after a busy 2021. The 28 firm offers announced in H1 2022 was in line with H1 2021, demonstrating a steady trajectory back towards pre-pandemic…more

Acquisitions, Antitrust Provisions, Cross-Border Transactions, Foreign Investment, Investment

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Variable Remuneration and Ethical Behavior: A Toolkit for Companies

Governmental authorities in the U.K. and the U.S. want companies to align employment incentives with ethical conduct. In 2022, the U.K. government undertook a consultation on this topic and in May 2022 published a paper —…more

Clawbacks, Corporate Executives, Corporate Governance, Department of Justice (DOJ), Enforcement

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Central Banks Consider Digital Currency Pros and Cons in US and Europe

Takeaways - The Bank for International Settlements and seven central banks are studying how to launch CBDCs and have flagged key issues that will need to be addressed, including interoperability and confidentiality. In the…more

Banking Sector, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets, Digital Currency

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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The Pandemic Brought Some Welcome Innovations to the Justice Process, but Also Many New Challenges

Takeaways - Courts and litigators have become increasingly comfortable with remote proceedings, and they are likely to be used more frequently after the pandemic subsides than they were before. Where jurors participate…more

Jury Selection, Litigation Strategies, Remote Depositions, Remote Proceedings, Trial Preparation

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Why Does the Brand of My Phone Affect My Credit Rating?

To capitalize on the promise of artificial intelligence and alternative data, boards need to anticipate and mitigate various risks. Takeaways - Hidden biases need to be prevented. - Neither regulators nor the public will be…more

Artificial Intelligence, Banking Regulators, Black Box, Consumer Financial Products, Fair Lending

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Leveling the Playing Field for Closed-End Funds: Shareholder Rights Plans as an Alternative to State Control Share Statutes

On December 5, 2023, the U.S. District Court for the Southern District of New York (SDNY) granted summary judgment in favor of a group of plaintiffs led by Saba Capital Management, L.P. in its case challenging a number of…more

Appeals, Investment Company Act of 1940, Investment Management, Securities and Exchange Commission (SEC), Securities Litigation

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GILTI Conscience Podcast | Talking Transfer Pricing and the Arm’s Length Principle With Mike McDonald

In the new episode of our tax podcast, “GILTI Conscience,” EY’s Michael McDonald discusses whether the OECD’s DEMPE transfer pricing guidelines are being properly interpreted, including whether some jurisdictions are placing too…more

Arms Length Transactions, International Tax Issues, Multinationals, OECD, Transfer Pricing

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Lenders May Soon Need To Prepare To Comply With the CFPB’s Small Business Rule

Despite facing challenges both from Congress and in court, the Consumer Financial Protection Bureau’s (CFPB’s) “Small Business Lending Under the Equal Credit Opportunity Act (Regulation B)” (Small Business Rule) is likely here…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fair Lending, Financial Services Industry, Regulation B

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UK Public M&A – Four Predictions for ’24

In this update, we provide four predictions for the UK public M&A landscape in 2024, considering key statistics, trends, developments and highlights regarding UK public takeovers announced during 2023…more

Acquisitions, Company Law, Corporate Governance, Mergers, Private Equity

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Investment Trusts and Activist Funds: What UK Companies Need To Know

On 15 February 2024, Skadden partners Kenneth Burdon, Robert Chaplin, Eben Colby and Greg Norman presented the webinar “Investment Trusts and Activist Funds,” which outlined recent trends in shareholder activism in publicly…more

Activist, Closed-End Funds, Fund Managers, HM Treasury, Investment Funds

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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Biden Administration Signals Its Intention To Be Tougher on Corporate Crime

Forecasting the enforcement priorities of the Department of Justice (DOJ) under a new administration is difficult at best. However, the Biden administration is widely expected to be tougher on corporate crime than its…more

Anti-Bribery, CFTC, Corporate Governance, Corporate Misconduct, Department of Justice (DOJ)

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A Practical Guide to Interpreting the New SEC Private Fund Adviser Rules

On August 23, 2023, the Securities and Exchange Commission (the SEC) voted 3-2 to adopt a final set of rules and amendments under the Investment Advisers Act of 1940 (collectively, the Final Rules) that significantly expand the…more

Broker-Dealer, Final Rules, Investment Adviser, Investment Advisers Act of 1940, Investment Management

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'Ostrich' Theory Enforces Ill-Defined Duty to Investigate Clients' Conduct

In recent years, the application of a “conscious avoidance” or “willful blindness” theory as the basis of attorneys’ liability for clients’ criminal conduct has been on the rise. In principle, this standard — commonly referred…more

Actual or Constructive Knowledge, Attorney Misconduct, Corporate Counsel, Criminal Liability, Criminal Prosecution

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New BIS Rule Imposes Stringent Export Control Restrictions Targeting Large Number of OFAC-Sanctioned Parties

On March 21, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) published a final rule amending the Export Administration Regulations (EAR) by imposing “end user” export control restrictions against…more

Blocked Person, Bureau of Industry and Security (BIS), Economic Sanctions, Export Administration Regulations (EAR), Export Controls

See all updates »

Central Banks Consider Digital Currency Pros and Cons in US and Europe

Takeaways - The Bank for International Settlements and seven central banks are studying how to launch CBDCs and have flagged key issues that will need to be addressed, including interoperability and confidentiality. In the…more

Banking Sector, Central Bank Digital Currency (CBDCs), Cryptocurrency, Digital Assets, Digital Currency

See all updates »

IRS Expands Scope of Private Letter Ruling Program for Spin-Offs and Other Corporate Transactions

On January 2, 2024, the Internal Revenue Service (IRS) released two revenue procedures updating the IRS guidelines for private letter ruling (PLR) requests, Revenue Procedure 2024-1 and Revenue Procedure 2024-3 (the 2024 Ruling…more

Acquisitions, Corporate Governance, Corporate Taxes, Internal Revenue Code (IRC), IRS

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GILTI Conscience Podcast | Inside the IRS: A Conversation With Former Agency Officials

Tax of counsel Fred Goldberg and senior advisor for tax resolution strategies De Lon Harris, both formerly of the IRS, joined the hosts of “GILTI Conscience” for a comprehensive look at current developments at the agency,…more

Business Taxes, Corporate Taxes, Enforcement Priorities, GILTI tax, Income Taxes

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Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery…more

Acquisitions, Aiding and Abetting, Board of Directors, Breach of Duty, CEOs

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Interpretations of TC Heartland Add Uncertainty to Patent Litigation

In May 2017, the U.S. Supreme Court in TC Heartland v. Kraft Foods reversed more than 25 years of Federal Circuit precedent when it held that for venue purposes a corporation is resident only in its state of incorporation. In…more

Foreign Corporations, Patent Infringement, Patent Litigation, Patents, Personal Jurisdiction

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SEC Staff Issues Additional Pay Versus Performance Compliance & Disclosure Interpretations

On September 27, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued 10 new Compliance & Disclosure Interpretations (C&DIs) relating to the pay-versus-performance (PVP)…more

C&DIs, Compliance, Corporate Counsel, Disclosure Requirements, Pay-for-Performance

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December 1 Deadline Approaches for Listed Companies To Adopt a Dodd-Frank Compliant Clawback Policy

By Friday, December 1, 2023, listed companies must adopt a Dodd-Frank-compliant clawback policy. As background, on February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) proposed listing standards…more

Clawbacks, Compliance, Compliance Dates, Corporate Governance, Disclosure Requirements

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The Class Action Chronicle - Winter 2017

In this issue, we cover two decisions granting motions to strike/dismiss class claims, three decisions denying such motions, 26 decisions denying class certification or reversing grants of class certification, 22 decisions…more

CAFA, Class Action, Class Certification, Corporate Counsel, Decertification

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"Insights Conversations: International Renewable Energy Projects"

The renewable energy sector, particularly wind and solar, has seen rapid expansion globally among both developed and developing countries. Skadden attorneys Paul Kraske, Jorge Kamine, Aryan Moniri and Leah Chacon discuss current…more

Africa, Asia, Foreign Investment, Latin America, Middle East

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Investment Treaty Arbitration in India: Perspectives of the State and Indian Investor

Bilateral investment treaties (“BITs”) are agreements between countries that attempt to provide protections to investors from one state investing in the other (the “host state”). India’s experience with BITs and investor state…more

Bilateral Investment Treaties, Class Action, Dispute Resolution, Foreign Direct Investment, India

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Trend Toward Broader Communication Continues as Congress Codifies Life Sciences Companies’ Ability To Share Product Information With Payors Prior to FDA Approval

Embedded in the thousands of pages of the Consolidated Appropriations Act of 2023 (the omnibus legislation) that President Joe Biden signed into law on December 29, 2022, is a section that amends the Food, Drug and Cosmetic Act…more

Consolidated Appropriations Act (CAA), FDA Approval, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), HCEI

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Failure to Report Adverse Events Results in Criminal Misbranding Settlement and Individual Liability

On December 10, 2018, Olympus Medical Systems Corporation and a former quality manager at the company pleaded guilty to introducing misbranded medical devices into interstate commerce in violation of the Federal Food, Drug and…more

Adverse Events, Criminal Convictions, Criminal Forfeiture, Criminal Prosecution, Department of Justice (DOJ)

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Russia Responds to US, UK and EU Sanctions With New Economic Measures

On 28 February 2022, Russian President Vladimir Putin signed the order “On the Application of Special Economic Measures in Connection With the Unamicable Actions of the U.S. and the Adjoining Foreign States and International…more

Board of Directors, Capital Markets, Economic Sanctions, EU, Foreign Currency

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New Rules To Tackle Authorised Push Payment Fraud

Authorised push payment (APP) fraud in the UK is the largest type of payment fraud, both in number of scams and value of losses. It involves a fraudster convincing someone to send a payment to a bank account that the fraudster…more

Banking Sector, Banks, Financial Crimes, Financial Institutions, Financial Services Industry

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The Standard Formula: A Guide to Solvency II – Chapter 5: The Matching Adjustment

1. Background to the Matching Adjustment - “Where insurance and reinsurance undertakings hold bonds or other assets with similar cash flow characteristics to maturity, they are not exposed to the risk of changing spreads on…more

Acquisitions, EU, Financial Institutions, Insurance Industry, Mergers

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HKEx Finalizes New Rules on Listings for Overseas Issuers

HKEx Finalizes New Rules on Listings for Overseas Issuers - Following a consultation process conducted earlier in 2021, the Stock Exchange of Hong Kong Limited (HKEx) has announced amended listing rules for overseas…more

Capital Markets, Corporate Governance, Financial Reporting, HKEx, Hong Kong

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UK Employment Flash - November 2022

This issue of the UK Employment Flash looks at the latest employment law developments and insights about employment law in the U.K., including an exploration of the potential relationship between artificial intelligence and…more

Anti-Discrimination Policies, Artificial Intelligence, Data Protection, Employer Liability Issues, Hiring & Firing

See all updates »

Bankruptcy Code’s Safe Harbor Defense Eliminated by Supreme Court; Variant Defense May Survive

In a unanimous decision in Merit Mgmt. Grp., LP v. FTI Consulting, Inc., the U.S. Supreme Court addressed the scope of a Bankruptcy Code exception to the “avoiding powers” of a bankruptcy trustee or Chapter 11…more

Avoidance, Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Creditors

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Understanding SEC’s Focus Amid Lack of Final AI Rules

Last year, the U.S. Securities and Exchange Commission (SEC) proposed ambitious rules relating to artificial intelligence (AI) that have drawn significant commentary and criticism. While it is unlikely that any changes in the…more

Artificial Intelligence, Compliance, Cybersecurity, Data Protection, Disclosure Requirements

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Key Insights for Dealmakers Confronting Washington’s Aggressive Approach to Merger Reviews

As part of the Biden administration’s avowedly aggressive approach to antitrust enforcement, it has challenged a number of high-profile mergers in court over the past two and a half years. While the track record of the…more

Acquisitions, Antitrust Division, Biden Administration, Competition, Corporate Counsel

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New Developments Help Clarify Intersection of Patent Law and Artificial Intelligence

Two recent developments, one in the U.S. and one in the U.K., have shed further light on the intersection of patent law and artificial intelligence (AI), particularly with respect to whether AI-generated inventions can be…more

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

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SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition…more

Acquisitions, Board of Directors, Capital Markets, Initial Public Offering (IPO), Investment Advisers Act of 1940

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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UK Employment Flash - September 2021

In this issue of UK Employment Flash, we examine the latest employment law developments from the UK, including the law governing the return to the workplace and flexible working requests and a proposal to impose a duty on…more

Anti-Harassment Policies, Coronavirus/COVID-19, Cybersecurity, Diversity, Diversity and Inclusion Standards (D&I)

See all updates »

Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

See all updates »

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

See all updates »

New BIS Rule Imposes Stringent Export Control Restrictions Targeting Large Number of OFAC-Sanctioned Parties

On March 21, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) published a final rule amending the Export Administration Regulations (EAR) by imposing “end user” export control restrictions against…more

Blocked Person, Bureau of Industry and Security (BIS), Economic Sanctions, Export Administration Regulations (EAR), Export Controls

See all updates »

FTC Announces 2024 HSR Notification Thresholds and Filing Fees

On January 22, 2024, the Federal Trade Commission (FTC) announced revised notification thresholds under the Hart-Scott-Rodino Act (HSR Act). If a proposed merger, acquisition of stock, assets or unincorporated interests, or…more

Acquisitions, Antitrust Provisions, Civil Monetary Penalty, Department of Justice (DOJ), Federal Trade Commission (FTC)

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts

A flurry of legal and enforcement activity has arisen over the last two weeks across a wide range of areas in the Web3 space, including actions by the Securities and Exchange Commission, the Office of Foreign Assets Control, the…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Digital Assets

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Coronavirus/COVID-19: Implications for Commercial and Financial Contracts

The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies are…more

Breach of Contract, Commercial Contracts, Commercial General Liability Policies, Contract Terms, Coronavirus/COVID-19

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Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A With…more

Aiding and Abetting, Appeals, Appraisal Rights, Board of Directors, Breach of Duty

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Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw amendments…more

Activist, Board of Directors, Bylaws, Corporate Governance, Delaware General Corporation Law

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Skadden Energy Law Handbook - 2014

We are pleased to announce the publication of the 2014 Skadden Energy Law Handbook, available as a PDF or via our web page. This updated edition of our 2006 Handbook addresses a broad range of energy regulation topics, including…more

Energy Sector, Handbooks

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US Moves To Narrowly Limit Investment in China

On August 9, 2023, after more than a year of deliberations, the Biden administration finally released an executive order (the Order) directing the Department of the Treasury (Treasury) to create a new regulatory program to…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, CFIUS, China, Cross-Border Transactions

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Paycheck Protection Program: An Overview of Fair Lending Risks

Since the Paycheck Protection Program (PPP) of loans guaranteed by the Small Business Administration (SBA) was originally rolled out on April 3, 2020, some advocates have expressed disappointment that Congress did not explicitly…more

Compliance, Coronavirus/COVID-19, ECOA, Fair Access to Credit, Fair Lending

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"Penn National Gaming, Inc. Announces First-Ever Tax-Free PropCo REIT Spin"

Penn National Gaming, Inc. (PNG) announced last evening the first-ever tax-free spin-off of a “PropCo” real estate investment trust (REIT) from a taxable C corporation. PNG intends to separate its real property gaming facilities…more

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New California Law Becomes First in Nation To Require Diversity on Boards of Public Companies

California has become the first state in the nation to require that publicly held corporations headquartered within its borders include one or more racially or otherwise diverse directors. Gov. Gavin Newsom signed Assembly Bill…more

Board of Directors, California, Diversity, Publicly-Traded Companies, State Legislatures

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Privacy & Cybersecurity Update - February 2022

In this month’s Privacy & Cybersecurity Update, we examine the Illinois Supreme Court’s decision in a case involving workers compensation and the state’s Biometric Information Privacy Act, U.K. data transfer regimes before…more

Biometric Information, Biometric Information Privacy Act, COPPA, Cybersecurity, Data Collection

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Supreme Court Validates PR Financial Oversight Board, but Challenges Remain

Since PROMESA was enacted in 2016 to pave the way for a comprehensive restructuring of Puerto Rico’s mounting municipal debt obligations, the U.S. District Court for the District of Puerto Rico (District Court) has become a…more

Appointments Clause, Aurelius Investment LLC v Puerto Rico, Chapter 9, Commercial Bankruptcy, Congressional Authority

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Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw amendments…more

Activist, Board of Directors, Bylaws, Corporate Governance, Delaware General Corporation Law

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Investment Trusts and Activist Funds: What UK Companies Need To Know

On 15 February 2024, Skadden partners Kenneth Burdon, Robert Chaplin, Eben Colby and Greg Norman presented the webinar “Investment Trusts and Activist Funds,” which outlined recent trends in shareholder activism in publicly…more

Activist, Closed-End Funds, Fund Managers, HM Treasury, Investment Funds

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Supreme Court Holds That Good Faith Mistakes of Law and Fact Are Protected by Copyright Registration Safe Harbor

On February 24, 2022, the U.S. Supreme Court held in Unicolors, Inc. v. H&M Hennes & Mauritz, L.P. that the safe harbor provision concerning inaccurate information in copyright registrations, as set forth at 17 U.S.C. § 411(b),…more

Certiorari, Copyright, Copyright Infringement, Copyright Registration, Safe Harbors

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The Informed Board - Spring 2023

Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the FTC…more

Acquisitions, Artificial Intelligence, Banking Sector, Board of Directors, CEOs

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FTC Proposes Broad Ban on Worker Noncompete Clauses

On January 5, 2023, the U.S. Federal Trade Commission (FTC) issued a notice of proposed rulemaking under the FTC Act with far-reaching implications for U.S. employers. If enacted and enforced, the proposed rule would prohibit…more

Biden Administration, Employer Liability Issues, Employment Contract, Executive Orders, Federal Trade Commission (FTC)

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Fifth Circuit Reverses CFTC Penalty Judgment Under ‘Fair Notice’ Doctrine

On January 8, 2024, in a decision that underscores the potential viability of fair-notice defenses to U.S. regulators’ rule interpretations, the U.S. Court of Appeals for the Fifth Circuit reversed a $6.5 million penalty…more

Appeals, Broker-Dealer, CFTC, Commodity Exchange Act (CEA), Corporate Crimes

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Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,…more

Annual Meeting, Beneficial Owner, Board of Directors, Business Entities, Business Ownership

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Financial Reporting Council Publishes Revised UK Corporate Governance Code

On July 16, 2018, the U.K. Financial Reporting Council (FRC) published a revised U.K. Corporate Governance Code (the Revised Code), following feedback received from its consultation paper published in December 2017. The FRC's…more

Amended Rules, Board of Directors, Consultation Periods, Corporate Governance, Financial Reporting Council (FRC)

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ESG in 2021 So Far: An Update

The rapidly growing focus on environmental, social and governance (ESG) matters that marked 2020 continued to shape events for companies operating or based in the U.K. and Europe in 2021. Discussions of ESG are occurring at all…more

Biden Administration, Climate Change, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG)

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Recent Enforcement Settlements Highlight Continued Scrutiny of Quality and Manufacturing Issues

Three recent settlements demonstrate the U.S. Department of Justice’s (DOJ’s) continued scrutiny of product quality and manufacturing issues in the medical device industry. Using the civil False Claims Act (FCA) and the threat…more

Criminal Investigations, Deferred Prosecution Agreements, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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Employment Flash - January 2022

This edition summarizes key employment law developments during the last quarter of 2021, including, among other COVID-19 vaccine mandates instituted around the globe, the Occupational Safety and Health Administration’s contested…more

Coronavirus/COVID-19, Department of Labor (DOL), Employer Liability Issues, Employment Policies, OSHA

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Proposed Bonus Depreciation Regulations Clarify Impact on Certain Transactions

The Internal Revenue Service (IRS) and Department of the Treasury recently proposed regulations that shed light on how the new, expanded bonus depreciation regime may work in the context of many common acquisitions involving…more

Acquisitions, Bonus Depreciation, IRS, Partnerships, Real Estate Transactions

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PTAB Update - March 2023

Steep Drop in Discretionary Denials — But Will It Last? The Patent Trial and Appeal Board (PTAB) may be becoming more petitioner-friendly following a June 2022 memorandum that significantly narrows a precedent-setting case’s…more

Administrative Procedure Act, Duty of Candor, Ex Partes Reexamination, Intellectual Property Litigation, Intellectual Property Protection

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The E-Discovery Digest - March 2018

The ninth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney-client privilege and work-product doctrine, spoliation, and discovery responses…more

Adverse Inference Instructions, Attorney-Client Privilege, Corporate Counsel, Cost-Shifting, Destruction of Evidence

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Three Unfolding Cases Could Shape Future Energy Litigation, and Perhaps Business Practices

A stream of judicial decisions in the pipeline will have important implications for the energy industry. The three cases discussed below are among those that energy litigators and industry professionals are watching in 2024…more

Appeals, Clean Air Act, Climate Change, Delaware, Energy Projects

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"Antitrust and Competition: Surveying Global M&A Enforcement Trends"

US: Continuation of Aggressive Review and Enforcement - In 2014, the U.S. Department of Justice’s Antitrust Division (DOJ) and the Federal Trade Commission (FTC) further embraced their aggressive approach to merger…more

Antitrust Provisions, AT&T, Berkshire Hathaway, Competition, Department of Justice (DOJ)

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

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A Practical Guide to Interpreting the New SEC Private Fund Adviser Rules

On August 23, 2023, the Securities and Exchange Commission (the SEC) voted 3-2 to adopt a final set of rules and amendments under the Investment Advisers Act of 1940 (collectively, the Final Rules) that significantly expand the…more

Broker-Dealer, Final Rules, Investment Adviser, Investment Advisers Act of 1940, Investment Management

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Digital Asset Insider Trading Case Could Provide Sought-After Guidance to Industry

On February 7, 2023, Ishan Wahi (Ishan), a former Coinbase product manager, pled guilty to wire fraud charges in an indictment in the U.S. District Court for the Southern District of New York (SDNY)…more

Coinbase, Crypto Exchanges, Cryptocurrency, Digital Assets, Enforcement Actions

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GILTI Conscience Podcast | Spotlight Series: A Conversation With Women Trailblazers in Tax

Our “GILTI Conscience” podcast team, led in this episode by associates Eman Cuyler and Stefane Victor, presented a thought-provoking episode in recognition of Women’s History Month. They were joined by Washington. D.C. office…more

Career Development, GILTI tax, International Tax Issues, Leadership, Professional Development

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US Bans Russian Oil Imports and Restricts Investment in Russia’s Energy Sector

On March 8, 2022, President Joe Biden issued Executive Order (E.O.) 14066, which bans the import of Russian oil, gas and other energy products into the United States and imposes sweeping prohibitions on new U.S. investment in…more

Biden Administration, Economic Sanctions, Energy Sector, Executive Orders, Office of Foreign Assets Control (OFAC)

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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A Playbook for Borrowers Facing Economic and Debt Market Pressures

The U.S. capital markets have experienced significant volatility since the arrival of COVID-19. After lockdowns resulted in a short recession in early 2020, the markets reopened in booming fashion, with M&A, equity and debt…more

Acquisitions, Bonds, Borrowers, Business Plans, Capital Markets

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Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A With…more

Aiding and Abetting, Appeals, Appraisal Rights, Board of Directors, Breach of Duty

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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Hong Kong Regulatory Update – October 2019

This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In particular, it…more

Acquisitions, Censures, Consultation Periods, Corporate Issuers, Disclosure Requirements

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Key Questions Remain Despite FDA Attempts To Clarify Guidance on Clinical Decision Software

Clinical decision support (CDS) software has been recognized — including by government agencies — as having significant potential to increase quality of care and enhance health outcomes, and companies across the health care and…more

Enforcement, Federal Food Drug and Cosmetic Act (FFDCA), Final Guidance, Food and Drug Administration (FDA), Government Agencies

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Distribution of Dividends and Corporate Interest by French Companies During the COVID-19 Pandemic

French companies’ annual general shareholders’ meetings season usually begins in mid-March and ends in June. The agendas typically include approving the annual financial statements and deciding on the distribution of dividends…more

Board of Directors, Coronavirus/COVID-19, Distribution Rules, Dividends, EIOPA

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UK Government Confirms Approach to Regulation of Buy-Now-Pay-Later Market

The UK government has confirmed its plans for the regulation of interest-free buy-now-pay-later (BNPL) arrangements following a consultation launched in October 2021. The proposed rules are set out in the government’s…more

Consumer Financial Products, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Proposed Rules

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Current Bounds on Books and Records Demands

For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior…more

Board of Directors, Books & Records, Bylaws, Corporate Counsel, Corporate Governance

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Reducing the Risk of ‘Greenwashing’ Litigation and Defending Actions That Are Filed

“Greenwashing” refers to the practice of making false or misleading claims about the environmental benefits of a product in order to represent it as more environmentally friendly than it actually is. Given consumers’ increasing…more

Business Litigation, Class Action, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG)

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UK Court of Appeal Comments on UK Sanctions Ownership and Control Test

On 6 October 2023, the UK Court of Appeal (the Court of Appeal) delivered its judgment in Mints v. PJSC National Bank Trust and PJSC Bank Otkritie.1 In its decision, the Court of Appeal confirmed that English courts can enter…more

Appeals, Asset Freeze, Control Test, EU, Litigation Fees & Costs

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The Pandemic Brought Some Welcome Innovations to the Justice Process, but Also Many New Challenges

Takeaways - Courts and litigators have become increasingly comfortable with remote proceedings, and they are likely to be used more frequently after the pandemic subsides than they were before. Where jurors participate…more

Jury Selection, Litigation Strategies, Remote Depositions, Remote Proceedings, Trial Preparation

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Caremark Update: Delaware Court of Chancery Dismisses Two ‘Oversight’ Derivative Actions Arising From Government Investigations

The Delaware Court of Chancery recently issued two opinions — Richardson v. Clark (MoneyGram) and Fisher v. Sanborn (LendingClub) — that dismissed stockholder derivative claims for breach of directors’ oversight duties…more

Bad Faith, Board of Directors, Caremark claim, Compliance, Corporate Governance

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JPEX Is Test Case for Hong Kong’s New Regulatory Regime for Virtual Asset Exchanges

Hong Kong regulators recently brought criminal enforcement actions against virtual asset trading platform JPEX and individuals associated with the platform. This case has become the first opportunity for local authorities to…more

AML/CFT, Compensation, Corporate Misconduct, Criminal Investigations, Crypto Exchanges

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France Completes Major Foreign Investment Reform

On December 31, 2019, the French government issued decree nº 2019-1590 (the 2019 Decree), together with an administrative order of the same date (the Order), that comprehensively reshaped French foreign investment rules (as…more

Amended Rules, Foreign Acquisitions, Foreign Investment, France, National Security

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EU General Court Overturns Intel Antitrust Fine

On January 26, 2022, the EU General Court (the Court) annulled the European Commission’s (the Commission) decision that Intel had abused its dominant position regarding its x86 central processing unit (CPU) computer chips and…more

Abuse of Dominance, Antitrust Provisions, Competition, EU, European Commission

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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"SEC Provides No-Action Relief to M&A Brokers in Connection With Broker-Dealer Registration Requirements"

On January 31, 2014, the Division of Trading and Markets (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a no-action letter (as revised on February 4, 2014, the “No-Action Letter”) that permits an…more

Broker-Dealer, Compliance, No-Action Letters, Registration, Securities Act of 1933

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Investment Management Update - October 2022

In this issue, we cover regulatory developments impacting the investment management sector, including the Securities and Exchange Commission’s (SEC’s) focus on the annual 15(c) advisory contract approval process for fund boards,…more

Compliance, Disclosure Requirements, Investment Adviser, Investment Management, Registration Statement

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Supreme Court Validates PR Financial Oversight Board, but Challenges Remain

Since PROMESA was enacted in 2016 to pave the way for a comprehensive restructuring of Puerto Rico’s mounting municipal debt obligations, the U.S. District Court for the District of Puerto Rico (District Court) has become a…more

Appointments Clause, Aurelius Investment LLC v Puerto Rico, Chapter 9, Commercial Bankruptcy, Congressional Authority

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New Developments Help Clarify Intersection of Patent Law and Artificial Intelligence

Two recent developments, one in the U.S. and one in the U.K., have shed further light on the intersection of patent law and artificial intelligence (AI), particularly with respect to whether AI-generated inventions can be…more

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

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‘Green’ Competition: European Commission and Member States Consider Intersection of Sustainability Agreements and Antitrust Laws

Sustainability issues are increasingly high on the list of competition policy priorities both at the European Union and member state levels. The European Commission (EC) and national competition authorities are actively…more

Competition, Competition Authorities, European Commission, Green Deal, Horizontal Agreements

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2024 Insights: Antitrust

As US Antitrust Agencies Double Down on Merger Enforcement Approach, New Deal Strategies Emerge The DOJ and FTC continue to pursue an aggressive merger enforcement agenda with new merger guidelines and filing requirements…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Enforcement Actions, EU

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

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Employment Flash - November 2023

...NLRB Issues Final Rule on ‘Joint Employer’ Standard On - October 26, 2023, the National Labor Relations Board (NLRB) issued a final rule titled “Standard for Determining Joint Employer Status,” which rescinds and replaces…more

Americans with Disabilities Act (ADA), Anti-Discrimination Policies, Artificial Intelligence, Automated Decision Systems (ADS), Bias

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Cultivating a Successful In-House Pro Bono Program

Corporations have a long tradition of community engagement through corporate responsibility programs that have customarily involved attention to diversity and inclusion, environmental sustainability, and charitable giving or…more

Corporate Counsel, Corporate Social Responsibility, Pro Bono

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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DOJ Doubles Down on Efforts To Incentivize Early Self-Reporting and Cooperation

On January 17, 2023, the U.S. Department of Justice (DOJ) announced revisions to the Criminal Division’s Corporate Enforcement Policy. The revisions follow Deputy Attorney General (DAG) Lisa Monaco’s September 2022…more

Anti-Corruption, Anti-Money Laundering, Commodities, Corporate Governance, Corporate Misconduct

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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Factors for London-Listed Companies To Consider Before Dual Listing or Relisting in the US

There has been increased focus recently among London-listed companies in exploring US listings, whether as a further listing or migrating from London altogether. This is primarily being driven by companies seeking to close the…more

Capital Markets, Corporate Governance, Financial Conduct Authority (FCA), FTSE, Holding Companies

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Tax Court Rules IRS Lacks Authority To Assess Penalties Under Section 6038

On April 3, 2023, the Tax Court ruled in Farhy v. Commissioner1 that the Internal Revenue Service (IRS) lacks the authority to assess penalties under Section 6038(b) of the Internal Revenue Code (the Code) and may not proceed…more

Enforcement Actions, Internal Revenue Code (IRC), IRS, Tax Court, Tax Forms

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European Court Confirms Commission’s Highest Fine to Date for Gun-Jumping

On September 22, 2021, the European General Court issued its judgment upholding the decision by the European Commission (Commission) to fine Altice for gun-jumping in the acquisition of Portugal Telecom (PT) in 2015. The General…more

Competition, Corporate Counsel, EUMR, European Commission, European Merger Control Regulation

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Needs of Strategics, PE Firms and SPACs Led to Record US M&A Levels, Likely To Sustain Dealmaking in 2022

Takeaways - The record level of M&A in 2021 was widely dispersed across industries and was driven by the strategic needs of companies to add technology and adapt to the pandemic, and was supported by strong markets. While…more

Environmental Social & Governance (ESG), Investors, Private Equity, Private Equity Firms, Private Equity Funds

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Delaware Supreme Court Provides Guidance Regarding D&O Liability Insurance Coverage

The Delaware Supreme Court has issued two decisions over the past year that provide important guidance about directors’ and officers’ (D&O) liability insurance coverage. In RSUI Indemnity Company v. Murdock, the Supreme Court…more

Breach of Duty, Class Action, D&O Insurance, DE Supreme Court, Policy Exclusions

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A Fracturing Data Environment: Executive Order Portends Major Changes to US Data Management

On February 28, 2024, President Biden issued Executive Order 14117 (the EO) on “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” that would regulate…more

Biden Administration, CFIUS, Cybersecurity, Data Privacy, Department of Justice (DOJ)

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SEC Adopts Rules and Interpretations Related to Standards of Conduct for Broker-Dealers and Investment Advisers

On June 5, 2019, the SEC voted to adopt a package of rules and interpretations related to standards of conduct for broker-dealers and investment advisers, including new rule Regulation Best Interest, new Form CRS, an…more

Best Interest Standard, Broker-Dealer, Compliance, Fiduciary Duty, Form CRS

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International Companies Turn To US Restructurings for COVID-19 Relief

Many foreign companies experiencing financial distress due to the COVID-19 pandemic have utilized the American bankruptcy system to restructure. In 2020, major airlines in Chile, Colombia and Mexico availed themselves of Chapter…more

Automatic Stay, Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Corporate Restructuring

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SDNY Amends Guidelines for Prepackaged Chapter 11 Cases

On January 22, 2024, the chief judge of the U.S. Bankruptcy Court for the Southern District of New York entered General Order M-621 adopting amended procedural guidelines governing prepackaged Chapter 11 cases…more

Chapter 11, Corporate Restructuring, Debtors, New York, Regulatory Reform

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As SPAC Boom Subsides, Some De-SPACed Companies Seek Chapter 11 Protection

The contraction of the market for special purpose acquisition companies (SPACs) and the recent challenges de-SPACed companies have encountered have attracted considerable press attention. The stocks of many de-SPACed businesses…more

Acquisitions, Bankruptcy Code, Capital Markets, Chapter 11, Chapter 7

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Tennessee Law Addresses Proliferation of Deepfakes

Tennessee has enacted the Ensuring Likeness, Voice and Image Security (ELVIS) Act, which aims to protect individuals from the use of their persona in connection with “deepfakes” (i.e., fake content generated by artificial…more

Artificial Intelligence, Fraud, Innovative Technology, Intellectual Property Protection, Legislative Agendas

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - January 2024

SEC Wins Summary Judgment on Howey Issue in Terraform Litigation - On December 28, 2023, Judge Jed Rakoff in the Southern District of New York issued a summary judgment decision in SEC v. Terraform Labs Pte. Ltd., a…more

Digital Assets, Financial Regulatory Reform, FinTech, Popular, Securities and Exchange Commission (SEC)

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

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DOJ-Initiated False Claims Act Activity on the Rise

Key Points The volume of new False Claims Act (FCA) case filings remained high in 2021, and the Department of Justice (DOJ) collected more than $5.6 billion in settlements and judgments — the second-largest annual total in FCA…more

Anti-Retaliation Provisions, Department of Justice (DOJ), Eighth Amendment, Excessive Fines Clause, False Claims Act (FCA)

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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Novartis’ $678 Million Settlement Sets Guideposts for Life Sciences Industry Speaker Programs

Novartis Pharmaceuticals Corporation (Novartis) recently entered into a civil settlement agreement with the Department of Justice (DOJ) to resolve allegations that the company paid health care practitioners (HCPs) who spoke at…more

Anti-Kickback Statute, Civil Monetary Penalty, Corporate Integrity Agreement, Department of Health and Human Services (HHS), Department of Justice (DOJ)

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New Market Emerges for Legacy Liability Dispositions

A substantial number of U.S. and overseas corporations have legacy liabilities that are complicating their equity outlook due to their uncertainty and duration. Typical examples are liabilities derived from asbestos-related…more

Acquisitions, Capital Markets, Corporate Governance, Financial Regulatory Reform, Insurance Industry

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Privacy & Cybersecurity Update - September 2023

In this month’s Privacy & Cybersecurity Update, we examine Delaware’s new comprehensive data privacy law, a joint statement by 12 data protection authorities on data scraping and data protection, a district court ruling on a…more

California Privacy Protection Agency (CPPA), Cybersecurity, Data Privacy, Data Protection, Popular

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The Evolving Landscape of Administrative Law

One of the most significant areas of the law for businesses is administrative law. From questions about a new industry-specific regulation to marshaling a defense against enforcement proceedings, any entity that is subject to…more

Appeals, Appellate Courts, Article I, Article III, Business Entities

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Supreme Court Holds Lanham Act Attaches Only to Liability for Domestic Uses in Commerce

On June 29, 2023, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Abitron Austria GmbH v. Hetronic International Inc. However, the justices were divided 5-4 as to the precise reasoning and what facts…more

Abitron Austria GmbH v Hetronic International Inc, Appeals, Extraterritoriality Rules, Foreign Jurisdictions, Foreign Sales

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Critical Thinking in the Time of COVID-19: What To Consider Next From a European Tax Litigation and Enforcement Perspective

In this series, “Critical Thinking in the Time of COVID-19,” Skadden’s European tax practice examines the next stage of analysis for corporates that have begun digesting the economic and legal impact of COVID-19 on their…more

Coronavirus/COVID-19, Corporate Taxes, Enforcement Actions, EU, Tax Litigation

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FCA Releases Policy Statement on New Rules for SPACs

On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper (the Consultation) proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs), discussed in our 4…more

Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, Capital Markets, Financial Conduct Authority (FCA), Listing Rules

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New BIS Rule Imposes Stringent Export Control Restrictions Targeting Large Number of OFAC-Sanctioned Parties

On March 21, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) published a final rule amending the Export Administration Regulations (EAR) by imposing “end user” export control restrictions against…more

Blocked Person, Bureau of Industry and Security (BIS), Economic Sanctions, Export Administration Regulations (EAR), Export Controls

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Merricks v Mastercard – UK Supreme Court Clarifies Low Bar for Class Action Certification

On 11 December 2020, the U.K. Supreme Court (the Court) handed down its much-awaited ruling in Merricks v Mastercard, dismissing Mastercard’s appeal against the English Court of Appeal’s April 2019 decision in a 3-2 ruling. The…more

Class Action, Class Certification, Debit and Credit Card Transactions, European Commission, Financial Services Industry

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Rising Challenges in Arbitration: Post-Award Bias Allegations and the Evolving Standards of Conflict Disclosure

Users of arbitration know that one of the most important decisions they can make is the selection of the arbitrator. As arbitration grows more ubiquitous, more experienced arbitrators are being selected more frequently, and…more

Arbitration, Arbitration Awards, Arbitrators, Conflicts of Interest, Dispute Resolution

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Are UK-Listed Companies Paying the Price for Executive Talent?

A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia Hoggett, the CEO of the…more

Board of Directors, Capital Markets, Corporate Governance, Executive Compensation, Investment

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SEC Proposes New Rules for Climate-Related Disclosures

On March 21, 2022, the Securities and Exchange Commission (SEC) voted 3-1 to propose long-anticipated rules mandating climate-related disclosures in companies’ annual reports and registration statements. The proposed rules would…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenhouse Gas Emissions

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SEC Heightens Focus on Cybersecurity

On August 30, 2021, the Securities and Exchange Commission (SEC) announced that eight broker-dealers and/or investment advisers will pay civil monetary penalties to resolve enforcement actions arising from cybersecurity…more

Broker-Dealer, Cybersecurity, Data Privacy, Data Protection, Data Security

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Privacy & Cybersecurity Update - September 2023

In this month’s Privacy & Cybersecurity Update, we examine Delaware’s new comprehensive data privacy law, a joint statement by 12 data protection authorities on data scraping and data protection, a district court ruling on a…more

California Privacy Protection Agency (CPPA), Cybersecurity, Data Privacy, Data Protection, Popular

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DOJ Reveals White Collar Crime Enforcement Priorities: Key Themes From the March 2022 ABA National Institute on White Collar Crime

Remarks made by U.S. Department of Justice (DOJ) officials at the March 2022 American Bar Association’s (ABA’s) National Institute on White Collar Crime (the White Collar Conference) reflect the DOJ’s prioritizing white collar…more

American Bar Association (ABA), Biden Administration, Corporate Crimes, Department of Justice (DOJ), Enforcement Priorities

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Key Provisions of California’s Data Breach Law Have Yet To Be Determined

In the second year of litigation under the California Consumer Protection Act, a flood of cases continues unabated. When businesses subject to the CCPA experience a data breach, they routinely face consumer class actions seeking…more

California Consumer Privacy Act (CCPA), Consumer Privacy Rights, Cybersecurity, Data Breach, Data Collection

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Early Stage Capital Raising Trends in Chapter 11 Reorganizations

Rights offerings have become a key tool for companies in Chapter 11. They can address liquidity needs, help demonstrate plan feasibility and facilitate plan negotiations. Rights offerings, however, may also serve as lightning…more

Bankruptcy Code, Capital Raising, Chapter 11, Commercial Bankruptcy, Corporate Governance

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Data Protection Rulings by European Regulators Offer Insights Into Their Security Expectations

Valuable insights into the measures European regulators expect businesses to take to protect data privacy can be found in a report from the European Data Protection Board (EDPB) summarizing decisions under the EU’s General Data…more

Data Breach, Data Controller, Data Protection, Data Security, Enforcement

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The Widely Forecast Recession in the UK Will Likely Reshape M&A

Key Points In the U.K., looming economic uncertainties are expected to play a significant role in M&A activity at almost all stages of the acquisition life cycle, from sourcing deals to financing, due diligence, negotiation and…more

Acquisitions, Buyers, Due Diligence, Financial Services Industry, Interest Rates

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City of Los Angeles Enacts COVID-19-Related Ordinances Regarding Worker Rights of Recall and Retention

On May 3, 2020, Mayor Eric Garcetti signed into law two COVID-19-related ordinances regarding worker recall and retention rights. The ordinances apply to certain workers employed by or contracted to provide service to covered…more

Airports, City of Los Angeles, Commercial Property Owners, Coronavirus/COVID-19, Covered Business

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SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition…more

Acquisitions, Board of Directors, Capital Markets, Initial Public Offering (IPO), Investment Advisers Act of 1940

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New California Law Becomes First in Nation To Require Diversity on Boards of Public Companies

California has become the first state in the nation to require that publicly held corporations headquartered within its borders include one or more racially or otherwise diverse directors. Gov. Gavin Newsom signed Assembly Bill…more

Board of Directors, California, Diversity, Publicly-Traded Companies, State Legislatures

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

See all updates »

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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ISDA Publishes Supplement and Protocol for Transition From IBOR to Alternative Benchmark Rates

On October 23, 2020, the International Swaps and Derivatives Association (ISDA) published its long-awaited IBOR Fallbacks Supplement (Supplement) and IBOR Fallbacks Protocol (Protocol), marking a major milestone in the effort to…more

Banking Sector, Benchmarks, Derivatives, Inter-Bank Offered Rates (IBORs), Interest Rates

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Carbon Reduction and Environmental Justice Drive Energy Policy

As we anticipated, under President Biden the Federal Energy Regulatory Commission (FERC) has begun addressing ways to reduce carbon emissions and add new transmission capacity. (See our 2021 Insights article “Under Biden, Energy…more

Biden Administration, Carbon Emissions, Electricity, Energy Policy, Energy Reform

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Monetizing Energy Tax Credits Is Clearly Tax-Free, Unless It’s Not

The Inflation Reduction Act (IRA) of 2022 includes an estimated $370 billion of energy-related credits, marking a historic effort to reduce greenhouse gas emissions. Significant new provisions include direct payment and…more

Energy Tax Incentives, Greenhouse Gas Emissions, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), Tax Credits

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Carbon Reduction and Environmental Justice Drive Energy Policy

As we anticipated, under President Biden the Federal Energy Regulatory Commission (FERC) has begun addressing ways to reduce carbon emissions and add new transmission capacity. (See our 2021 Insights article “Under Biden, Energy…more

Biden Administration, Carbon Emissions, Electricity, Energy Policy, Energy Reform

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Coronavirus/COVID-19: Implications for Commercial and Financial Contracts

The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies are…more

Breach of Contract, Commercial Contracts, Commercial General Liability Policies, Contract Terms, Coronavirus/COVID-19

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French Court Dismisses Union Claims in First-Ever Class Action Labor Discrimination Case

Class actions were introduced into French law in 2014 via the so-called Hamon Law, though the scope was limited to consumer law issues. In November 2016, the law was expanded to include discriminatory practices in the workplace…more

Corporate Counsel, Employer Liability Issues, Employment Discrimination, Equal Pay, France

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Variable Remuneration and Ethical Behavior: A Toolkit for Companies

Governmental authorities in the U.K. and the U.S. want companies to align employment incentives with ethical conduct. In 2022, the U.K. government undertook a consultation on this topic and in May 2022 published a paper —…more

Clawbacks, Corporate Executives, Corporate Governance, Department of Justice (DOJ), Enforcement

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Cross-Border Investigations Update - September 2019

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of the…more

Anti-Money Laundering, Appeals, Blocking Statutes, Bribery, CFTC

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Key Takeaways for Foreign Investors From the 20th National Party Congress of the Communist Party of China

Following the 20th National Congress of the Communist Party of China (the Congress) held in Beijing in October 2022, Skadden’s London-China Desk reviewed the two-hour report given by Xi Jinping.1 Below we detail the key…more

Capital Markets, China, EU, Foreign Investment, Investment Management

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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Within Three Months, a Second California State Court Enforces a Federal Forum Charter Provision for Securities Act Claims

A California state court dismissed a putative securities fraud class action against Uber, as well as certain individuals and underwriters, on the grounds of inconvenient forum, holding that the federal forum selection provision…more

Choice-of-Law, Class Action, Dismissals, Forum Selection, Jurisdiction

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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UK Supreme Court Rules in Favour of Directors in Seminal Case on Directors’ Duties in ‘Zone of Insolvency’

In what Lady Arden described as a “momentous decision for company law,” the Supreme Court of the United Kingdom has confirmed that there are circumstances in which company directors are required to consider the interests of…more

Commercial Bankruptcy, Corporate Counsel, Creditors, Debt Restructuring, Insolvency

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EU Proposes Harmonisation of Fund Pre-marketing Rules, but Barriers Remain for Non-EU Sponsors

The European Union’s new cross-border fund distribution legislation comes into effect August 2, 2021, updating the existing framework for marketing alternative investment funds (AIFs) in the European Union (EU). The changes aim…more

Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, Cross-Border Transactions, EU, Financial Services Industry

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GILTI Conscience Podcast | Inside the IRS: A Conversation With Former Agency Officials

Tax of counsel Fred Goldberg and senior advisor for tax resolution strategies De Lon Harris, both formerly of the IRS, joined the hosts of “GILTI Conscience” for a comprehensive look at current developments at the agency,…more

Business Taxes, Corporate Taxes, Enforcement Priorities, GILTI tax, Income Taxes

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Guide to the Federal Reserve's Main Street and Other Lending Programs in Response to COVID-19 Pandemic

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020. The economic stimulus package in the CARES Act includes federal funding for business stimulus across three broad…more

CARES Act, Commercial Paper Funding Facility (CPFF), Coronavirus/COVID-19, Federal Grants, Federal Loans

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Which Affiliates Are Bound by Restrictive Covenants Hinges on the Language the Parties Chose, Recent Rulings Stress

In 2021, the Delaware Court of Chancery issued two decisions addressing when a contractual party’s affiliates are bound to restrictive covenants in an agreement. In the first case, Sixth Street Partners Management Company, L.P…more

Competition, DE Supreme Court, Employer Liability Issues, Employment Contract, Joint Venture

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Fifth Circuit To Weigh Enforceability of Make-Whole Premiums in Chapter 11

A recent bankruptcy case now on appeal is being closely watched for the significant economic repercussions it could have on debtors and creditors alike. On October 26, 2020, in In re Ultra Petroleum Corp., the U.S. Bankruptcy…more

Bankruptcy Code, Bankruptcy Court, Chapter 11, Commercial Bankruptcy, Corporate Restructuring

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Supreme Court Holds Lanham Act Attaches Only to Liability for Domestic Uses in Commerce

On June 29, 2023, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Abitron Austria GmbH v. Hetronic International Inc. However, the justices were divided 5-4 as to the precise reasoning and what facts…more

Abitron Austria GmbH v Hetronic International Inc, Appeals, Extraterritoriality Rules, Foreign Jurisdictions, Foreign Sales

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Cross-Border Investigations Update - September 2019

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of the…more

Anti-Money Laundering, Appeals, Blocking Statutes, Bribery, CFTC

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Biden DOJ Likely To Employ FIRREA as an Enforcement Tool

The Department of Justice (DOJ) under President Joe Biden is widely expected to increase its focus on white collar enforcement actions against individuals and financial institutions. We anticipate that we will see, as we did in…more

Biden Administration, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Financial Institutions

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New BIS Rule Imposes Stringent Export Control Restrictions Targeting Large Number of OFAC-Sanctioned Parties

On March 21, 2024, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) published a final rule amending the Export Administration Regulations (EAR) by imposing “end user” export control restrictions against…more

Blocked Person, Bureau of Industry and Security (BIS), Economic Sanctions, Export Administration Regulations (EAR), Export Controls

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Impact of US Tax Reform on Cross-Border Estate Planning

The U.S. tax act enacted in December 2017 includes a number of provisions that impact high net worth families with U.S. connections. For families with U.S. members, changes to the estate, gift and generation-skipping transfer…more

CFCs, Controlled Foreign Corporations, Cross-Border Transactions, Estate Planning, Estate Tax

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The Class Action Chronicle - Winter 2017

In this issue, we cover two decisions granting motions to strike/dismiss class claims, three decisions denying such motions, 26 decisions denying class certification or reversing grants of class certification, 22 decisions…more

CAFA, Class Action, Class Certification, Corporate Counsel, Decertification

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Privacy & Cybersecurity Update - January 2023

In this month’s Privacy & Cybersecurity Update, we analyze recent fines against Meta and their impact on the future of behavioral advertising, the timeline for the California Privacy Rights Act’s regulations to become effective…more

Advertising, California, California Privacy Rights Act (CPRA), Class Action, Court of Justice of the European Union (CJEU)

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Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish…more

Acquisitions, Antitrust Division, Artificial Intelligence, Banking Sector, Capital Markets

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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Matters To Consider for the 2023 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive…more

Annual Meeting, Corporate Governance, Disclosure Requirements, New Guidance, Proxy Statements

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BIS Publishes Revisions to Export Administration Regulations, Loosening Restrictions on Certain Cameras and Imposing Controls on Others

On February 23, 2024, the Department of Commerce Bureau of Industry and Security (BIS) published revisions to the Export Administration Regulations (EAR), loosening restrictions on the export of certain cameras, optical systems…more

Bureau of Industry and Security (BIS), ECCNs, Export Administration Regulations (EAR), Export Controls, Exports

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China Increases Merger Filing Thresholds

China has finally published the long-awaited amendments to its merger control filing thresholds, which will materially impact companies considering mergers, acquisitions and joint ventures this year. The amended Rules on the…more

Acquisitions, Anti-Money Laundering, China, Corporate Counsel, Enforcement

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Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case that…more

Acquisitions, Appeals, Biopharmaceutical, Class Action, Corporate Governance

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Lenders May Soon Need To Prepare To Comply With the CFPB’s Small Business Rule

Despite facing challenges both from Congress and in court, the Consumer Financial Protection Bureau’s (CFPB’s) “Small Business Lending Under the Equal Credit Opportunity Act (Regulation B)” (Small Business Rule) is likely here…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Fair Lending, Financial Services Industry, Regulation B

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Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and recent…more

Corporate Governance, EDGAR, Filing Requirements, Institutional Shareholder Services (ISS), Proxy Season

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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The Informed Board - Summer 2023

Short sellers make their money by publishing information that attacks a company in order to drive down its share price. How can a company prepare? And what should it not do in the face of a short attack? We offer some tips in…more

Acquisitions, Anti-Competitive, Antitrust Division, Board of Directors, Corporate Governance

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Ruling: Forfeiture-for-Competition Provisions in Delaware Partnership Agreements Are Not Subject to a Reasonableness Review

On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a decision of the Delaware Court of Chancery holding that a forfeiture-for-competition provision in a partnership agreement was a…more

Competition, Delaware, Non-Compete Agreements, Partnership Agreements, State Courts

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Inside the Courts – An Update From Skadden Securities Litigators - August 2020

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020…more

Arbitration Agreements, Best Interest Standard, Board of Directors, Bylaws, Corporate Counsel

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Inside the Courts – An Update From Skadden Securities Litigators - June 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2018 and May 2018. …more

China Agritech Inc v Resh, Chipotle Grill, Class Action, Class Certification, Class Members

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"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section 14…more

CD&A, Corporate Officers, Directors, Disclosure Requirements, Dodd-Frank

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Employment Flash - August 2021

This edition summarizes key employment law issues, including new clarifications of employers’ COBRA obligations and restrictions on noncompete agreements. We also discuss New York’s new conditions for background check inquiries…more

COBRA, Criminal Background Checks, Department of Labor (DOL), Employee Benefits, Employer Liability Issues

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Privacy & Cybersecurity Update - September 2023

In this month’s Privacy & Cybersecurity Update, we examine Delaware’s new comprehensive data privacy law, a joint statement by 12 data protection authorities on data scraping and data protection, a district court ruling on a…more

California Privacy Protection Agency (CPPA), Cybersecurity, Data Privacy, Data Protection, Popular

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Investment in Possible Future Generic Marketing Excludes Legitimate Basis for Pharma Settlement, Suggests EU Advocate General

In her opinion issued on June 4, 2020, Advocate General (AG) Juliane Kokott recommended that the European Court of Justice (ECJ) dismiss in its entirety the appeal by Lundbeck A/S and Lundbeck Ltd against the General Court’s…more

Advocate General, Cartels, Competition, EU, European Court of Justice (ECJ)

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The E-Discovery Digest - March 2018

The ninth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney-client privilege and work-product doctrine, spoliation, and discovery responses…more

Adverse Inference Instructions, Attorney-Client Privilege, Corporate Counsel, Cost-Shifting, Destruction of Evidence

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Navigating the Once-Obscure German Nonresident Withholding Tax

In this episode of Skadden’s “GILTI Conscience” podcast, partners Nate Carden and David Farhat discuss the German nonresident withholding tax with partner Johannes Frey, in the Frankfurt office, and Ryan Lange and Kerim Keser of…more

Germany, IP License, Multinationals, Non-Resident Income Taxes, Royalties

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"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder…more

Board of Directors, Corporate Governance, Shareholder Activism, Shareholder Litigation, Shareholders

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

See all updates »

"CFTC, SEC Issue Guidance on the Applicability of Certain Regulations to Family Offices"

In November and December 2014, the Commodity Futures Trading Commission (the “CFTC”) and Securities and Exchange Commission (“SEC”), respectively, issued guidance regarding the applicability of certain regulations to family…more

CFTC, Commodity Trading Advisors (CTAs), CPOs, Family Offices, New Guidance

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Trump Administration Rolls Back Climate Change Initiatives

As expected, the Trump administration has been actively engaged in efforts to reverse the federal government’s regulatory direction with respect to climate change. In 2017, President Donald Trump announced plans to withdraw from…more

Carbon Emissions, Clean Air Act, Clean Power Plan, Climate Change, Deregulation

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AI Insights: Biden Administration Passes Sweeping Executive Order on Artificial Intelligence

On October 30, the U.S. government released its long-awaited, sweeping executive order (the AI EO or Order) on artificial intelligence (AI). The Order directs various U.S. government departments and agencies to evaluate AI…more

Artificial Intelligence, Biden Administration, Compliance, Copyright, Corporate Governance

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SEC Approves PCAOB Rule Establishing Framework for Determinations Under the Holding Foreign Companies Accountable Act

On November 5, 2021, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board’s (PCAOB) Rule 6100 — Board Determinations Under the Holding Foreign Companies Accountable Act. Rule…more

Foreign Corporations, Foreign Jurisdictions, Form 10-K, Form 20-F, PCAOB

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

See all updates »

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

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The Class Action Chronicle - December 2022

SCOTUS Leaves Standing 9th Circuit Ruling in Tuna Case That, at Certification, Plaintiffs Need Not Show Putative Class Has Few Unharmed Members - Litigation of the class certification question nearly always involves expert…more

Burden of Proof, Certiorari, Class Action, Class Certification, Consumer Litigation

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Revised Proposed Reforms to UK Listing Rules Confirm a Lighter Touch Regime and Set Out a Transition Road Map

As part of the wider review of the UK’s capital markets regulatory landscape, in May 2023, the Financial Conduct Authority (FCA) published Consultation Paper CP23/10, which set out proposed reforms for companies with listed…more

Capital Markets, Corporate Governance, Disclosure Requirements, Financial Conduct Authority (FCA), Initial Public Offering (IPO)

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"E-Commerce in India on the Rise"

Despite the headwinds facing Indian e-commerce start-ups, some of which had irrational cost structures and business models based solely on discounts, the overall success and potential of this sector, as well as its…more

Acquisitions, Brick-and-Mortar Stores, Consumer Protection Laws, E-Commerce, Foreign Investment

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Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses questions…more

10b5-1 Plans, Board of Directors, Confidential Information, Delaware General Corporation Law, Material Nonpublic Information

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Related to the US and Latin America

US Case Law Update - The U.S. Supreme Court and appellate courts have issued several recent decisions on important topics related to arbitration and the ability to enforce awards and judgments in the United States…more

Appeals, Arbitration, Arbitration Awards, Bilateral Investment Treaties, Brazil

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

See all updates »

Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

See all updates »

"Oil and Gas Companies Brace for Fall Redeterminations"

For most of 2015, industry observers have predicted that depressed commodity prices will result in a surge in M&A activity among domestic exploration and production (E&P) companies, as well as a large number of bankruptcy…more

Acquisitions, Banks, Borrowers, Capital Requirements, Chapter 11

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Despite Slowdown in SPAC Activity, Opportunities Remain

Key Points - The first half of 2022 experienced a slowdown in SPAC activity when compared to recent years. Only 77 de-SPAC M&A deals were announced in the first half of 2022, compared to 167 de-SPAC transactions in the same…more

Capital Markets, Excise Tax, Private Investment in Public Equity (PIPEs), PSLRA, Publicly-Traded Companies

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Shifts in US Trade Policy in Certain Areas but Continuity in Others

The shape of the Biden administration’s international trade policy has begun to emerge, with few changes expected in some areas (e.g., China) but potential resolutions and new disputes in others (e.g., Europe)…more

Biden Administration, China, Digital Services Tax, International Trade Commission (ITC), Tariffs

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Motion To Dismiss Ruling Provides Insight Into How Courts View AI Training Data Cases

A recent decision by a California district court in J. Doe 1 v. GitHub, Inc., a case brought by computer programmers alleging that their works had been used to train AI models that generate computer code in violation of their…more

Artificial Intelligence, Corporate Counsel, Data Collection, First Amendment, Infringement

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Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the…more

Investment Management, IRS, Partnership Interests, Private Equity, Private Equity Funds

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"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T. Bentivoglio,…more

Cross-Border Transactions, Department of Justice (DOJ), Food and Drug Administration (FDA), Kickbacks, Life Sciences

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Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the…more

Investment Management, IRS, Partnership Interests, Private Equity, Private Equity Funds

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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US Supreme Court Rejects Willfulness Requirement for Profit Awards in Trademark Infringement Cases

On April 23, 2020, the U.S. Supreme Court unanimously ruled that a plaintiff is not required to prove that a defendant’s misconduct was willful in order to obtain an award of a defendant’s profits in trademark infringement cases…more

§ 1125(a), § 1125(c), Appeals, Burden of Proof, Charge-Filing Preconditions

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US Announces Formal Strategy To Counter Corruption

On December 6, 2021, the White House released "United States Strategy on Countering Corruption" (the Strategy Paper), which outlines the Biden administration's focus on fighting corruption as a core national security interest of…more

Anti-Corruption, Biden Administration, Corruption, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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FERC Would Have Wide Discretion Under an Expanded Duty of Candor

The Federal Energy Regulatory Commission (FERC or the Commission) is exploring whether to impose a new far-reaching duty of candor requirement. The proposed rule would prohibit the submission of inaccurate information to FERC…more

Constitutional Challenges, Duty of Candor, Energy Sector, Enforcement, FERC

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"Delaware Court of Chancery Applies Business Judgment Rule to a Going-Private Merger"

In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire…more

Board of Directors, Business Judgment Rule, Duty of Care, Going-Private Transactions, Shareholders

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Chair Gensler’s Insight on the SEC’s New Regulatory Agenda

In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His…more

Climate Change, Corporate Governance, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Executive Compensation

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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What Is the Future for Opt-Out Class Actions in the UK After Lloyd v Google?

Takeaways - The U.K. Supreme Court, in its much-anticipated decision in Lloyd v Google, held that “opt-out” representative (class) actions cannot proceed unless the plaintiff proves material damage and shows that each class…more

Class Members, Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), Google

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SEC Modernizes and Simplifies Disclosure and Compliance Requirements

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted rule changes, as mandated by the Fixing America’s Surface Transportation Act (FAST Act), to modernize and simplify the disclosure and compliance obligations…more

Amended Rules, Compliance, Disclosure Requirements, Fixing America’s Surface Transportation Act (FAST Act), Regulation S-K

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Cryptoasset Seizures and Forfeitures: US and UK Enforcement Overview

Regulatory scrutiny of the use and management of cryptocurrency and other digital assets such as utility tokens and non-fungible tokens (NFTs) (collectively, cryptoassets) is rapidly growing on both sides of the Atlantic. With…more

Blockchain, Criminal Investigations, Cryptoassets, Cryptocurrency, Decentralized Finance (DeFi)

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Investment in Possible Future Generic Marketing Excludes Legitimate Basis for Pharma Settlement, Suggests EU Advocate General

In her opinion issued on June 4, 2020, Advocate General (AG) Juliane Kokott recommended that the European Court of Justice (ECJ) dismiss in its entirety the appeal by Lundbeck A/S and Lundbeck Ltd against the General Court’s…more

Advocate General, Cartels, Competition, EU, European Court of Justice (ECJ)

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US Supreme Court Holds That Bankrupt Companies Cannot Rescind Trademark Licenses

On May 20, 2019, the U.S. Supreme Court ruled in Mission Product Holdings, Inc. v. Tempnology, LLC, 587 U.S. ___, that a debtor’s ability to reject executory contracts under Section 365(a) of the Bankruptcy Code does not permit…more

Bankruptcy Appellate Panel (BAP), Bankruptcy Code, Breach of Contract, Commercial Bankruptcy, Debtors

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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GILTI Conscience Podcast | Inside the IRS: A Conversation With Former Agency Officials

Tax of counsel Fred Goldberg and senior advisor for tax resolution strategies De Lon Harris, both formerly of the IRS, joined the hosts of “GILTI Conscience” for a comprehensive look at current developments at the agency,…more

Business Taxes, Corporate Taxes, Enforcement Priorities, GILTI tax, Income Taxes

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US Supreme Court To Consider Degree of Deference Courts Should Give Foreign Countries' Interpretation of Their Laws

On January 12, 2018, the United States Supreme Court granted certiorari in Animal Science Products v. Hebei Welcome Pharmaceutical Co. (In re Vitamin C Antitrust Litigation), No. 16-1220. The issue before the Supreme Court is…more

Animal Science Products Inc v Hebei Welcome Pharmaceutical Co Ltd, Antitrust Litigation, Appeals, Certiorari, China

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"New Federal Trade Secrets Act Becomes Law"

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA, or Act) into law. The DTSA, among other things, amends the Economic Espionage Act to create, for the first time, a federal private civil cause…more

Asset Seizure, Damages, Defend Trade Secrets Act (DTSA), Ex Parte, Injunctions

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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"Investment-Grade Notes Increase, IPOs Decline in 2015"

Investment-Grade Notes - The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)…more

Corporate Financing, Initial Public Offering (IPO), Investment-Grade Notes

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The IRS Is Coming for Partnerships and High Net Wealth Individuals

The Internal Revenue Service plans to deploy thousands of new hires to expand audits of partnerships and high net wealth individuals. As part of a larger transformation at the agency, it is using some of the $60 billion in…more

Artificial Intelligence, Audits, Digital Assets, Estate Planning, Generation-Skipping Transfer

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HHS Office for Civil Rights Reaches Second Health Care Ransomware Settlement

The Department of Health and Human Services (HHS) Office for Civil Rights (OCR) recently announced its second settlement in four months growing out of a ransomware attack on a health care business. Maryland-based Green Ridge…more

Corrective Action Plans (CAPs), Cyber Attacks, Department of Health and Human Services (HHS), Enforcement Actions, Health Insurance Portability and Accountability Act (HIPAA)

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IRS Issues Guidance Regarding Virtual Currency Transactions

On October 9, 2019, the Internal Revenue Service (IRS) issued long-awaited guidance relating to transactions involving virtual currencies, such as cryptocurrencies. Aligned with the agency’s continuing efforts to enforce tax…more

Bitcoin, Capital Gains, Capital Losses, Charitable Donations, Convertible Virtual Currencies (CVCs)

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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HHS Corporate Integrity Agreements: A Year in Review

In 2022, the Department of Health and Human Services Office of Inspector General (OIG) entered into 31 new corporate integrity agreements (CIAs) with companies and individuals in lieu of exercising its permissive exclusion…more

Chief Compliance Officers, Corporate Integrity Agreement, Medical Devices, OIG, Pharmaceutical Industry

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Matters To Consider for the 2023 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive…more

Annual Meeting, Corporate Governance, Disclosure Requirements, New Guidance, Proxy Statements

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FCA Releases Consultation Paper Proposing Draft Rules for SPACs

On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs)…more

Capital Markets, Consultation Papers, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Investors

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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Sustainability-Linked Loans on the Rise Despite COVID-19

Pre-COVID-19, pressure from investors, stakeholders and regulators helped jump-start green financing. The onset of the pandemic brought a temporary chilling effect to the global economy, but because sustainability-linked loans…more

Coronavirus/COVID-19, Environmental Social & Governance (ESG), EU, Green Finance, Investors

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FTC Opens Inquiry Into AI Partnerships, Signaling Intensified Focus on Emerging Tech

On January 25, 2024, the Federal Trade Commission (FTC) launched an inquiry scrutinizing the investments and partnerships of Alphabet, Microsoft and Amazon relating to growing artificial intelligence startups Open AI and…more

Antitrust Division, Artificial Intelligence, Biden Administration, Competition, Department of Justice (DOJ)

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IRS Issues Initial Guidance for New Excise Tax on Stock Buybacks and Corporate Alternative Minimum Tax

On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were…more

Acquisitions, Alternative Minimum Tax, Bootstrapping, Corporate Counsel, Excise Tax

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Newly Proposed Regulations Provide Much-Needed Guidance on Federal Energy Tax Credit Monetization Provisions

On June 21, 2023, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published proposed regulations (88 FR 40528 and 88 FR 40496) under two key provisions of the Inflation Reduction Act of 2022 (IRA) designed…more

Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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The Year of the SPAC

Transactions by special purpose acquisition companies, or SPACs, exploded in 2020, resulting in a 320% increase in the number of SPAC initial public offerings (IPOs) compared to 2019. SPACs have been around for 15 years and now…more

Initial Public Offering (IPO), Nasdaq, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

See all updates »

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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GILTI Conscience Podcast | Spotlight Series: Utilizing Tax Knowledge for the Greater Good

In our third installment of the “GILTI Conscience” pro bono spotlight series, counsel Jared Binstock and associate Sanessa Griffiths joined the podcast hosts to discuss how they’ve utilized their corporate tax backgrounds to…more

Business Taxes, Corporate Taxes, GILTI tax, Income Taxes, International Tax Issues

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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US Supreme Court Construes Scope of Immunities in Jam

In the global economy, companies increasingly interact with “international organizations,” or institutions created by treaty or other intergovernmental agreement. These include organizations that engage in economic and banking…more

Absolute Immunity, Appeals, Foreign Governments, Foreign Sovereign Immunities Act of 1976 (FSIA), Foreign Sovereigns

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Courts Weigh ERISA Fiduciary Duty Pleading Standards and Limit Arbitration Clauses

Takeaways - The Supreme Court heard arguments in December 2021 in a case that could raise the bar for pleading ERISA fiduciary claims. A split developed in the circuits in 2021 on the arbitrability of ERISA claims, with…more

401k, Breach of Duty, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Hughes v. Northwestern University

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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IRS Proposes New Section 382 Regulations To Further Limit Use of Tax Losses

On September 9, 2019, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) proposed regulations (proposed regulations) addressing items of income and deduction that are included in the calculation of…more

Acquisitions, Built-In Gains, Change in Ownership, Corporate Taxes, Internal Revenue Code (IRC)

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New Pennsylvania Report on Lobbyists and Lobbying Firms Disclosing Ownership Interests Due October 7

As required by Act 70 of 2021, Pennsylvania lobbyists and lobbying firms must file their initial equity reports by October 7, 2021. The reports disclose either the total value or percentage of equity held by a lobbyist or…more

Disclosure Requirements, Equity, Ethics, Lobbying, Lobbyists

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SEC Amends Beneficial Ownership Reporting Rules, Shortening Deadlines and Offering Guidance on ‘Groups’ and Cash-Settled Derivatives

On October 10, 2023, the Securities and Exchange Commission (SEC) voted 4-1 to adopt amendments to its beneficial ownership reporting rules. Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (Exchange…more

Beneficial Owner, Derivatives, Filing Deadlines, Investors, Reporting Requirements

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Strong IPO Demand Offered One Route to Public Markets; Other Companies Opted for De-SPACs or Direct Listings

Takeaways - U.S. IPOs skyrocketed in 2021, with SPAC IPOs and direct listings contributing meaningfully to the increase. Along with the rise in IPO activity, companies are receiving more SEC comments on their filings…more

Capital Markets, Direct Listing, Initial Public Offering (IPO), Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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Civil Disputes: New Gaps, Old Solutions

Takeaways - Key international agreements governing jurisdiction and enforcement in EU-connected civil cases fell away in the UK at the end of 2020. - In negotiations, parties need to be aware where the gaps are — and what…more

Brussels Regulation, Cross-Border, Dispute Resolution, Hague Convention, International Arbitration

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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‘Going Dark’: Navigating the Tricky Path to Delisting and Deregistering

During periods of market turmoil and declining stock prices, companies may be tempted or pressured to delist and deregister their shares. This process is often referred to as “going dark.” Given the poor performance of companies…more

Board of Directors, Capital Markets, Corporate Governance, Delisting, Disclosure Requirements

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Ripple Labs : District Court Holds That Direct Digital Token Sales Constituted Investment Contracts Under Howey, but Other Transactions Did Not

On July 13, 2023, Judge Torres of the U.S. District Court for the Southern District of New York issued a much-awaited summary judgment decision in SEC v. Ripple Labs, Inc., No. 1:20-cv-10832-AT-SN (S.D.N.Y. July 13, 2023), that…more

Cryptocurrency, Digital Assets, Enforcement Actions, Ripple, Securities Act of 1933

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

See all updates »

Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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The Class Action Chronicle - Winter 2017

In this issue, we cover two decisions granting motions to strike/dismiss class claims, three decisions denying such motions, 26 decisions denying class certification or reversing grants of class certification, 22 decisions…more

CAFA, Class Action, Class Certification, Corporate Counsel, Decertification

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"Income, Wealth Transfer Tax Changes Likely Under New Administration"

Comprehensive federal tax reform likely will be a top priority for the Trump administration and Republicans in Congress in the first half of 2017. Although there are differences between their proposals, President Donald Trump…more

Business Taxes, Charitable Deductions, Estate Tax, Gift Tax, Income Taxes

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US Announces Formal Strategy To Counter Corruption

On December 6, 2021, the White House released "United States Strategy on Countering Corruption" (the Strategy Paper), which outlines the Biden administration's focus on fighting corruption as a core national security interest of…more

Anti-Corruption, Biden Administration, Corruption, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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AI Insights: Recent Developments That Could Impact How Companies Offer AI-Based Customer Service Chatbots

Two recent developments highlight the challenges companies may face as they explore ways to incorporate AI-based chatbots into their customer service offerings: - A putative class action filed in California federal district…more

Artificial Intelligence, Bots, CIPA, Corporate Counsel, Customer Service Calls

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SEC Adopts Hedging Policy Disclosure Requirements

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, Dodd-Frank, Equity Securities, Final Rules, Hedging

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California to Require Inclusion of Female Directors at Public Corporations Based in the State

California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,…more

Board of Directors, Corporate Counsel, Diversity, Equal Protection, Fines

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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UK Private Equity After COVID-19: Same Old, Same Old?

U.K. private equity activity slowed abruptly at the pandemic’s onset, then rebounded sharply during the second half of 2020. Today, this recovery shows little sign of slowing. As we look toward life after lockdown, will U.K…more

Coronavirus/COVID-19, Investors, Private Equity, Private Equity Firms, Private Equity Funds

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Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation…more

Acquisitions, Anti-Corruption, Antitrust Division, Banking Sector, Big Tech

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Supreme Court of Texas Clarifies Allocation of Post-Production Costs in Oil and Gas Royalties in BlueStone Natural Resources II, LLC v. Randle

On March 12, 2021, the Supreme Court of Texas issued a unanimous opinion that clarifies when a lessee is entitled to deduct post-production costs from royalties paid to the lessor under oil and gas leases. Construing a lease and…more

Contract Terms, Energy Sector, Gas Royalties, Mineral Leases, Oil & Gas

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Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes…more

Bitcoin, Closed-End Funds, Compliance Dates, Controlling Stockholders, Corporate Governance

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GILTI Conscience Podcast | Inside the IRS: A Conversation With Former Agency Officials

Tax of counsel Fred Goldberg and senior advisor for tax resolution strategies De Lon Harris, both formerly of the IRS, joined the hosts of “GILTI Conscience” for a comprehensive look at current developments at the agency,…more

Business Taxes, Corporate Taxes, Enforcement Priorities, GILTI tax, Income Taxes

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"Gatz Highlights Standards for Affiliated-Party Transactions"

In Gatz Properties, LLC v. Auriga Capital Corp., the Delaware Supreme Court required a manager and controlling member of a Delaware limited liability company to satisfy the entire fairness standard of conduct and judicial review…more

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SEC Staff Raises the Bar for Broker-Dealers Under Regulation Best Interest

On April 20, 2023, the Securities and Exchange Commission (SEC) released a Staff Bulletin (Bulletin) on the care obligations for broker-dealers and investment advisors, pursuant to Regulation Best Interest (Reg BI) and the…more

Best Interest Standard, Broker-Dealer, Compliance, Compliance Dates, Conflicts of Interest

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CARES Act Provides Payroll Relief and Compensation Restrictions

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020, providing financial assistance to individuals and businesses impacted by the COVID-19 pandemic, as previously discussed in our…more

Airlines, CARES Act, Compensation Restrictions, Covered Employees, Critical Infrastructure Sectors

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Second Circuit Recognizes ‘Customer’ Safe Harbor in Tribune LBO Litigation

As we had anticipated in our prior client alerts, the “customer” safe harbor defense to constructive fraudulent conveyance claims challenging securities transactions — which was flagged by the U.S. Supreme Court in Merit…more

Bankruptcy Code, Banks, Commercial Bankruptcy, Creditors, Customers

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Institutional Investors, Activists and Legal Reforms Begin Altering Japanese Corporate Governance

Takeaways - Shareholder activism continues to gain momentum in Japan as domestic institutional investors become increasingly receptive to shareholder proposals and board nominees. Even when activist proposals are…more

Corporate Governance, FEFTA, Foreign Direct Investment, Institutional Investors, Japan

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District Court Upholds OCC and FDIC ‘Valid When Made’ Rules

On February 8, 2022, a federal district court in California issued two opinions, granting summary judgment to the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) and rejecting…more

Administrative Procedure Act, FDIC, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

See all updates »

The Future of Takeover Regulation and Corporate Governance in the UK

On 19 April 2017, British Prime Minister Theresa May surprised the country by calling a snap general election for 8 June 2017. While much of the discourse relating to the election is focused on Brexit and normal political issues…more

Corporate Counsel, Corporate Governance, Cross-Border Transactions, Employee Rights, European Commission

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Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at…more

Board of Directors, Corporate Governance, Corporate Sales Transactions, Investors, Publicly-Traded Companies

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California Consumer Privacy Act: A Compliance Guide

California recently enacted the Consumer Privacy Act, the most stringent privacy law in the United States. Although it does not go into effect until January 1, 2020, most companies will need a number of months to prepare. The…more

California Consumer Privacy Act (CCPA), Compliance, Consumer Privacy Rights, Covered Entities, Data Collection

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Competition Appeal Tribunal Sets Deferential Standard for CMA Merger Control Review

A recent decision by the Competition Appeal Tribunal (CAT), Tobii AB (publ) v. Competition and Markets Authority, confirms a deferential standard for the U.K. Competition and Markets Authority (CMA) in its merger prohibitions…more

Acquisitions, Blocked Mergers, Judicial Deference, Judicial Review, Merger Controls

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Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,…more

Annual Meeting, Beneficial Owner, Board of Directors, Business Entities, Business Ownership

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Inside the Courts - June 2021

Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch. Feb…more

Board of Directors, Books & Records, Breach of Duty, Fiduciary Duty, Pleading Standards

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The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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"SEC Charges Private Equity Fund Adviser as an Unregistered Broker"

On June 1, 2016, the Securities and Exchange Commission (the "SEC") accepted a settlement offer from a registered investment adviser of private equity funds, and its founder, principal and managing member. The settlement…more

Broker-Dealer, Civil Monetary Penalty, Disgorgement, Enforcement Actions, Fraud

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Treasury and Justice Department Reports Signal Tougher Enforcement and Regulation in the Digital Assets Sector

On September 16, 2022, the U.S. Department of the Treasury and Department of Justice released four much-anticipated reports on different aspects of cryptoasset regulation. They confirm the Biden administration’s broad but…more

Biden Administration, Blockchain, Criminal Investigations, Cryptocurrency, Decentralized Finance (DeFi)

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Related to the US and Latin America

US Case Law Update - The U.S. Supreme Court and appellate courts have issued several recent decisions on important topics related to arbitration and the ability to enforce awards and judgments in the United States…more

Appeals, Arbitration, Arbitration Awards, Bilateral Investment Treaties, Brazil

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SEC Enforcement Division Director Clarifies Approach to Compliance Officer Liability

In a speech on October 24, 2023, the director of the Securities and Exchange Commission’s (SEC’s) Enforcement Division, Gurbir Grewal, described the scenarios in which the commission would bring an enforcement action against a…more

Chief Compliance Officers, Compliance, Enforcement Actions, Insider Trading, Internal Controls

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New HSR Thresholds Announced

On January 24, 2022, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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FTC Proposes Broad Ban on Worker Noncompete Clauses

On January 5, 2023, the U.S. Federal Trade Commission (FTC) issued a notice of proposed rulemaking under the FTC Act with far-reaching implications for U.S. employers. If enacted and enforced, the proposed rule would prohibit…more

Biden Administration, Employer Liability Issues, Employment Contract, Executive Orders, Federal Trade Commission (FTC)

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Key Takeaways From Danske Bank’s Settlement of DOJ and SEC Fraud Charges Over Its Anti-Money Laundering Compliance

On December 13, 2022, Danske Bank A/S, headquartered in Denmark, pled guilty to one count of conspiracy to commit bank fraud (18 U.S.C. § 1349) and agreed to forfeit approximately $2.06 billion to resolve an investigation by the…more

Anti-Money Laundering, Bank Fraud, Banking Sector, Compliance, Danske Bank

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Involving the US and Latin America - February 2022

ICSID Tribunal Finds That Colombia Violated the Minimum Standard of Treatment but Did Not Indirectly Expropriate the Investment in Eco Oro v. Colombia - In September 2021, an International Centre for Settlement of Investment…more

28 U.S.C. § 1782, Arbitration, Arbitration Agreements, Arbitration Awards, Bilateral Investment Treaties

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Key Takeaways for Foreign Investors From the 20th National Party Congress of the Communist Party of China

Following the 20th National Congress of the Communist Party of China (the Congress) held in Beijing in October 2022, Skadden’s London-China Desk reviewed the two-hour report given by Xi Jinping.1 Below we detail the key…more

Capital Markets, China, EU, Foreign Investment, Investment Management

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"New Regulations Address Outbound Transfers and Transfer Pricing"

On September 14, 2015, the Internal Revenue Service (the IRS) and Treasury Department proposed new regulations addressing the tax treatment under Section 367 of the Internal Revenue Code (the Code) of certain transfers by U.S…more

Aggregation Rules, Arms Length Transactions, Controlled Transactions, Covenant of Good Faith and Fair Dealing, Foreign Corporations

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The Class Action Chronicle

Eleventh Circuit Rejects Administrative Feasibility Requirement: What Does the Future Hold for Ascertainability? As we discussed in our Spring 2017 issue of The Class Action Chronicle, courts have struggled to define the…more

Administrative Feasibility, Ascertainable Class, Breach of Contract, Class Action, Class Certification

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Early Stage Capital Raising Trends in Chapter 11 Reorganizations

Rights offerings have become a key tool for companies in Chapter 11. They can address liquidity needs, help demonstrate plan feasibility and facilitate plan negotiations. Rights offerings, however, may also serve as lightning…more

Bankruptcy Code, Capital Raising, Chapter 11, Commercial Bankruptcy, Corporate Governance

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Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The…more

Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Regulation S-K

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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Cyber Fraud Alleged by Former CIO for Purported Noncompliance With DoD Cyber Requirements

A recently unsealed case against Pennsylvania State University: - Serves as yet another example of the increased use of the False Claims Act (FCA) in cybersecurity enforcement. - Underscores the need for companies with…more

Controlled Unclassified Information (CUI), Cybersecurity, Department of Defense (DOD), DFARS, False Claims Act (FCA)

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DORA – Key Considerations for Alternative Investment Funds

The EU Digital Operational Resilience Act (Regulation (EU) 2022/2554) (DORA) creates a regulatory framework intended to enhance the operational resilience of the financial sector by establishing uniform requirements for the…more

Compliance, Corporate Governance, Cybersecurity, Digital Markets Strategy, EU

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Hong Kong Passes Ordinance To Facilitate Reciprocal Enforcement of Civil and Commercial Judgments

On 26 October 2022, the legislature of Hong Kong passed The Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance (the Ordinance) to implement the Arrangement on Reciprocal Recognition and…more

Arbitration, Arbitration Agreements, Business Litigation, Hong Kong, International Arbitration

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UK Treasury Launches Consultation on Regulation of ‘Buy Now, Pay Later’ Financing

On 21 October 2021, the UK Treasury (Treasury) published a consultation paper setting out policy options for the regulation of “buy now, pay later” (BNPL) credit agreements. The consultation follows the publication of…more

Consumer Credit Act, Credit Agreements, Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry

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Investment Management Update - February 2024

In this issue, we cover regulatory developments from the fourth quarter of 2023 impacting the investment management sector, including the use of shareholder rights plans as an alternative to state control share statutes…more

Bitcoin, Closed-End Funds, Compliance Dates, Controlling Stockholders, Corporate Governance

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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First-Mover Disadvantage? Challenges to Being Tax Resident in an Early Pillar Two Jurisdiction

The OECD envisioned a coordinated rollout of Pillar Two, its model of interlocking rules to establish a global minimum corporate tax rate. However, the staggered implementation taking place among participating jurisdictions…more

Interlocking Directorate, Multinationals, OECD, Safe Harbors, Tax Incentives

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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UK Public M&A Update – H1 2023

In this update, we consider key statistics, trends, developments and highlights regarding UK public M&A transactions governed by the UK Takeover Code that were announced during the first half (H1) of 2023…more

Acquisitions, Buyers, Investment, Investors, Mergers

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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GILTI Conscience Podcast | Spotlight Series: A Conversation With Women Trailblazers in Tax

Our “GILTI Conscience” podcast team, led in this episode by associates Eman Cuyler and Stefane Victor, presented a thought-provoking episode in recognition of Women’s History Month. They were joined by Washington. D.C. office…more

Career Development, GILTI tax, International Tax Issues, Leadership, Professional Development

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SOX-Liter: Changes to the UK Corporate Governance Landscape

The UK government has proposed a number of measures — both legislative and regulatory — to restore trust in audit and corporate governance and maintain the UK’s reputation as a home of sound corporate governance. Some of these…more

Capital Markets, Corporate Governance, Stakeholder Engagement, UK

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"SEC to Focus on Non-GAAP Financial Measures in 2016"

On March 16, 2016, Securities and Exchange Commission Chair Mary Jo White cautioned an audience of industry professionals at the U.S. Chamber of Commerce that the SEC continues to focus on companies’ use of financial measures…more

EBITDA, GAAP, Mary Jo White, Non-GAAP Financial Measures, Publicly-Traded Companies

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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"Trump's Focus on Deregulation Could Shape SEC Priorities in 2017"

In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American…more

Administrative Appointments, Deregulation, Dodd-Frank, Enforcement Actions, Fiduciary Rule

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

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Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws…more

Asia Pacific, Board of Directors, Capital Markets, China, Corporate Counsel

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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Considerations for Commercial Mortgage REITs in a Market Driven by COVID-19

Decisions by state and local governments in the U.S. to control the spread of the COVID-19 virus through shelter-in-place orders and business closures have resulted in both a sharp increase in unemployment and a sharp…more

CMBS, Collateralized Debt Obligations, Commercial Mortgages, Coronavirus/COVID-19, Financial Distress

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - April 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Department of Justice (DOJ)

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2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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New US Efforts To Prosecute Sanctions Evasion and Export Control Violations May Require Compliance Programs To Be Updated

DOJ Increases Resources To Investigate and Prosecute Sanctions Evasion and Export Control Violations - On March 2, 2023, during a keynote speech at the American Bar Association’s annual White Collar Crime National Institute,…more

Anti-Corruption, Bureau of Industry and Security (BIS), Compliance, Corporate Entities, Criminal Prosecution

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

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SDNY Amends Guidelines for Prepackaged Chapter 11 Cases

On January 22, 2024, the chief judge of the U.S. Bankruptcy Court for the Southern District of New York entered General Order M-621 adopting amended procedural guidelines governing prepackaged Chapter 11 cases…more

Chapter 11, Corporate Restructuring, Debtors, New York, Regulatory Reform

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Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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A Practical Guide to Interpreting the New SEC Private Fund Adviser Rules

On August 23, 2023, the Securities and Exchange Commission (the SEC) voted 3-2 to adopt a final set of rules and amendments under the Investment Advisers Act of 1940 (collectively, the Final Rules) that significantly expand the…more

Broker-Dealer, Final Rules, Investment Adviser, Investment Advisers Act of 1940, Investment Management

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ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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AI Risk: Evaluating and Managing It Using the NIST Framework

The rapid adoption of artificial intelligence (AI) technology into corporate environments has left many organizations understandably struggling with how to identify, measure and manage the unique risks of these nascent systems…more

Artificial Intelligence, EU, NIST, Risk Management, Technology Sector

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Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations related…more

Board of Directors, Corporate Executives, Corporate Governance, Cybersecurity, EU

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"Important FIRPTA and REIT Reforms Enacted"

The newly signed Protecting Americans from Tax Hikes Act of 2015 (the Act) includes several reforms to the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) and the taxation of real estate investment trusts (REITs)…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, REIT

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"Unlocking Value Through REIT Spin-Offs"

Real estate investment trust (REIT) spin-offs provide a means for companies to unlock the value of their real estate. Due to current economic conditions, more companies in more business sectors are considering separating their…more

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Senate Passes Landmark Bill With Climate, Tax, Energy and Health Care Implications

On August 7, 2022, the Senate passed the Inflation Reduction Act (the Act), which is expected to have a significant impact on climate, tax and health care policy in the United States. The result of intense negotiations among…more

Affordable Care Act, Clean Energy, Climate Change, Drug Pricing, Energy Sector

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DOJ Relies on Traditional Statutes To Charge Defendants in Cryptoasset Fraud Cases

Two recent indictments highlight the Department of Justice’s (DOJ’s) continuing use of the traditional wire fraud, money laundering and identity theft statutes to pursue fraud involving digital assets, indicating that law…more

Anti-Money Laundering, Criminal Conspiracy, Criminal Prosecution, Cryptoassets, Cryptocurrency

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Lina Khan’s Appointment as FTC Chair Reflects Biden Administration’s Aggressive Stance on Antitrust Enforcement

As anticipated, on June 15, 2021, the U.S. Senate confirmed Lina Khan’s appointment to the Federal Trade Commission (FTC). Unexpectedly, within hours of her confirmation, President Joe Biden named her FTC chair. Ms. Khan…more

Administrative Appointments, Antitrust Provisions, Biden Administration, Big Tech, Competition

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Leveling the Playing Field for Closed-End Funds: Shareholder Rights Plans as an Alternative to State Control Share Statutes

On December 5, 2023, the U.S. District Court for the Southern District of New York (SDNY) granted summary judgment in favor of a group of plaintiffs led by Saba Capital Management, L.P. in its case challenging a number of…more

Appeals, Investment Company Act of 1940, Investment Management, Securities and Exchange Commission (SEC), Securities Litigation

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Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery…more

Acquisitions, Aiding and Abetting, Board of Directors, Breach of Duty, CEOs

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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First-Mover Disadvantage? Challenges to Being Tax Resident in an Early Pillar Two Jurisdiction

The OECD envisioned a coordinated rollout of Pillar Two, its model of interlocking rules to establish a global minimum corporate tax rate. However, the staggered implementation taking place among participating jurisdictions…more

Interlocking Directorate, Multinationals, OECD, Safe Harbors, Tax Incentives

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Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v…more

Acquisitions, Appraisal Rights, Attorney-Client Privilege, Board of Directors, Compliance

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Public Comments on US Merger Guidelines May Be Harbinger of Stronger Enforcement

Key Points - U.S. antitrust regulators at the DOJ and FTC embarked on a joint review of merger enforcement by soliciting public input on modernizing federal merger guidelines. While public comments ran the gamut from…more

Acquisitions, Antitrust Provisions, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Final Rule to Implement Dodd-Frank Risk Retention Requirement

On October 21, 2014, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and…more

Dodd-Frank, Final Rules, Prudential Regulation Authority (PRA), Risk Retention, Securities Exchange Act

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New EU Competitors Cooperation Framework: Stricter on Information Exchange, Broader on Joint Sustainability Agreements

On June 1, 2023, the European Commission (EC) adopted a revised legal framework that block-exempts research and development (R&D) and specialisation agreements between competitors from the prohibition of anticompetitive…more

Anti-Competitive, Competition, Environmental Social & Governance (ESG), EU, European Commission

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EU Announces More Expansive Approach to Semiconductor Subsidies

The European Commission (EC) signals relaxation of its strict anti-subsidy regime to encourage national aid for semiconductor manufacturing capabilities. Member states will have more freedom to provide government support to the…more

EU, European Commission, Manufacturers, Research and Development, Semiconductors

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Institutional Investors, Activists and Legal Reforms Begin Altering Japanese Corporate Governance

Takeaways - Shareholder activism continues to gain momentum in Japan as domestic institutional investors become increasingly receptive to shareholder proposals and board nominees. Even when activist proposals are…more

Corporate Governance, FEFTA, Foreign Direct Investment, Institutional Investors, Japan

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Deal Uncertainty Increases as Merger Control Authorities Gain Discretionary Powers of Review

Takeaways - More than 50 countries now have the discretion to conduct competition reviews of mergers below mandatory notification thresholds, and the European Commission, EU member states, the U.K. and others are using this…more

Acquisitions, Antitrust Provisions, Competition, EU, European Commission

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Fintech Focus Podcast | What Does AI Safety Mean For Fintechs?

Fintech Focus host and European counsel Joseph Kamyar was joined by fellow fintech counsel Nicola Kerr-Shaw, a key senior member of our global Cybersecurity and Data Privacy Practice and authority on AI-related issues, for our…more

Artificial Intelligence, Cybersecurity, Data Protection, EU, Financial Institutions

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Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative securities…more

Blockchain, Class Action, Howey, Motion to Dismiss, NBA

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The Class Action Chronicle - Winter 2017

In this issue, we cover two decisions granting motions to strike/dismiss class claims, three decisions denying such motions, 26 decisions denying class certification or reversing grants of class certification, 22 decisions…more

CAFA, Class Action, Class Certification, Corporate Counsel, Decertification

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Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The…more

Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Regulation S-K

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The Class Action Chronicle - December 2022

SCOTUS Leaves Standing 9th Circuit Ruling in Tuna Case That, at Certification, Plaintiffs Need Not Show Putative Class Has Few Unharmed Members - Litigation of the class certification question nearly always involves expert…more

Burden of Proof, Certiorari, Class Action, Class Certification, Consumer Litigation

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Europe Insights

Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,…more

Acquisitions, Anti-Corruption, Antitrust Injuries, BaFin, Capital Markets

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UK Supreme Court Rules in Favour of Directors in Seminal Case on Directors’ Duties in ‘Zone of Insolvency’

In what Lady Arden described as a “momentous decision for company law,” the Supreme Court of the United Kingdom has confirmed that there are circumstances in which company directors are required to consider the interests of…more

Commercial Bankruptcy, Corporate Counsel, Creditors, Debt Restructuring, Insolvency

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UK Public M&A – Four Predictions for ’24

In this update, we provide four predictions for the UK public M&A landscape in 2024, considering key statistics, trends, developments and highlights regarding UK public takeovers announced during 2023…more

Acquisitions, Company Law, Corporate Governance, Mergers, Private Equity

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2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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The Evolving Landscape of Administrative Law

One of the most significant areas of the law for businesses is administrative law. From questions about a new industry-specific regulation to marshaling a defense against enforcement proceedings, any entity that is subject to…more

Appeals, Appellate Courts, Article I, Article III, Business Entities

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

See all updates »

Medicare and Medicaid Developments in Health Care Bankruptcies

In 2019, the increased wave of distressed health care companies continued, and with downward pressure on reimbursement rates, regulatory changes, decreased occupancy rates and technological advances, this trend is unlikely to…more

Appeals, Centers for Medicare & Medicaid Services (CMS), Chapter 11, Commercial Bankruptcy, Corporate Restructuring

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Charter-Based Forum-Selection Provisions Designed to Govern Claims Under the Securities Act Found Invalid

In March 2018, the U.S. Supreme Court, in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S. Ct. 1061 (2018), resolved a jurisprudential split among federal courts and held that certain federal securities claims may…more

Bylaws, Delaware General Corporation Law, Exclusive Forum, Federal v State Law Application, Forum Selection

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

See all updates »

US Expands Nuclear Export Controls on China

In a rule effective August 11, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) expanded nuclear nonproliferation controls on China, as part of the U.S. government’s latest efforts to address China’s…more

Bureau of Industry and Security (BIS), China, Commerce Control List, End-Users, Export Controls

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A Fracturing Data Environment: Executive Order Portends Major Changes to US Data Management

On February 28, 2024, President Biden issued Executive Order 14117 (the EO) on “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” that would regulate…more

Biden Administration, CFIUS, Cybersecurity, Data Privacy, Department of Justice (DOJ)

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Developments and Trends in Delaware Law: A Review of 2022 and What To Expect in 2023

On January 24, 2023, Skadden presented the fourth and final part of our 15th Annual Securities Litigation and Regulatory Enforcement Update series, “Developments and Trends in Delaware Law: A Review of 2022 and What to Expect in…more

Board of Directors, Books & Records, DE Supreme Court, Delaware General Corporation Law, Proxy Season

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In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change

For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically…more

Appraisal, Appraisal Rights, Corporate Governance, DE Supreme Court, Deal Price

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Nasdaq Proposes New Board Diversity Requirements

On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

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Exits, Ring-Fencing and Other Risk Management Strategies for Multinationals Operating in Geopolitically Volatile Areas

With mounting geopolitical tensions, multinationals face a very real and immediate risk of being deprived of profits, control or even ownership of some wholly or partially owned local businesses. As a result, business leaders…more

Acquisitions, Capital Markets, Corporate Governance, Exit Strategies, Geopolitical Risks

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Early Stage Capital Raising Trends in Chapter 11 Reorganizations

Rights offerings have become a key tool for companies in Chapter 11. They can address liquidity needs, help demonstrate plan feasibility and facilitate plan negotiations. Rights offerings, however, may also serve as lightning…more

Bankruptcy Code, Capital Raising, Chapter 11, Commercial Bankruptcy, Corporate Governance

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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Gad-Zoox: Stockholders Obtain Books and Records Through Statutory Appraisal Proceeding, and Other Section 220 Developments

As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a stockholder need to specify the ends to which it might use the books and records…more

Appraisal Rights, Books & Records, Delaware General Corporation Law, PSLRA, Section 220 Request

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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The Impact of Vaccination Status on Jury Pools

With the emergence of new COVID-19 variants and vaccine hesitancy among some in the United States, a “return to normal” for in-person jury trials remains elusive. Courts that postponed jury trials until they could be held safely…more

Coronavirus/COVID-19, Juror, Jury Selection, Jury Trial, Litigation Strategies

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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CFTC Issues New Enforcement Guidance on Cooperation Recognition in Its Orders

On October 29, 2020, the Commodity Futures Trading Commission (CFTC) Division of Enforcement (Division) issued a memorandum (Guidance) providing guidance for Division staff to follow when recommending the recognition of an…more

CFTC, Cooperation, Enforcement Actions, Internal Controls, New Guidance

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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Investigations for Self-Disclosure Should Be Independent of DOJ To Avoid Fifth Amendment Issues

The Department of Justice (DOJ) has long encouraged companies to disclose to the DOJ potential violations of federal law, investigate themselves and report their findings in detail. The DOJ often depends on those self-reports to…more

Anti-Corruption, Compliance, Corporate Governance, Corporate Misconduct, Department of Justice (DOJ)

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US, UK and EU Impose New Sanctions and Export Controls on Key Elements of Russian Economy

Since the publication of our March 24, 2022, and March 17, 2022, client alerts, the U.S., U.K. and European Union, among other allied nations, have imposed additional sanctions and export controls on key elements of the Russian…more

Blocking Sanctions, Economic Sanctions, EU, European Commission, Export Controls

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Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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SEC Staff Issues New and Revised Pay-Versus-Performance Compliance & Disclosure Interpretations

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs,…more

C&DIs, Compliance, Disclosure, Disclosure Requirements, Proxy Statements

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The Pandemic Brought Some Welcome Innovations to the Justice Process, but Also Many New Challenges

Takeaways - Courts and litigators have become increasingly comfortable with remote proceedings, and they are likely to be used more frequently after the pandemic subsides than they were before. Where jurors participate…more

Jury Selection, Litigation Strategies, Remote Depositions, Remote Proceedings, Trial Preparation

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Skadden's 2019 Insights: Foreign Investment Control Reforms in Europe

The geopolitical environment continues to drive reform of foreign investment rules in Europe, with government proposals clarifying and tightening such rules in the interest of national security. Recent foreign state-backed…more

Anti-Monopoly, CFIUS, Critical Infrastructure Sectors, EU, European Economic Area (EEA)

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Russia Seeks to Protect Sanctioned Entities From Claims in Foreign Courts or Foreign Arbitral Institutions

On June 8, 2020, amendments to the Russian Arbitration Procedure Code (the APC Amendments)1 were signed into law that, in certain cases, allow a person subject to foreign sanctions to refer a dispute to the Russian arbitrazh…more

Arbitration, International Arbitration, Jurisdiction, Russia, Sanctions

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Coronavirus/COVID-19: Implications for Commercial and Financial Contracts

The outbreak of coronavirus (also known as COVID-19) is reportedly impacting global manufacturing, transportation and cross-border supply chains underpinning many aspects of international trade and commerce. Some companies are…more

Breach of Contract, Commercial Contracts, Commercial General Liability Policies, Contract Terms, Coronavirus/COVID-19

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Oil Price War and Challenging Debt Markets: Tax Risks and Strategies for Upstream and Midstream Companies

Many upstream and midstream companies are grappling with the prospect of severe liquidity constraints due to the rapid deterioration of both the commodity markets and the debt capital markets. While upstream companies have borne…more

Debt Market, International Tax Issues, Market Pricing, Midstream Contracts, Oil & Gas

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FTC’s Proposed ‘Junk Fees’ Rule Could Force Businesses To Rethink Their Marketing and Pricing

Undisclosed fees are the subject of frequent consumer complaints, often associated with shopping, traveling and subscriptions. Given their unpopularity, the “junk fees” nickname has stuck, and recent polling indicates that a…more

Biden Administration, Excessive Fees, Federal Trade Commission (FTC), Fees, Hidden Fees

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Antitrust Enforcement Expected To Intensify

President Biden has signaled a pro-enforcement approach to antitrust policy by naming Columbia Law School professor Tim Wu as a White House adviser and nominating Lina Khan, who also teaches at Columbia Law, to be commissioner…more

Acquisitions, Antitrust Provisions, Biden Administration, Big Tech, Digital Platforms

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COVID-19: Germany Update — Corporate Liquidity Issues in the Time of the Coronavirus Crisis

This article focuses on financing issues and opportunities for German companies during the coronavirus pandemic, specifically in respect of existing loans, new loans supported by KfW (the German state-owned development bank) and…more

Coronavirus/COVID-19, Corporate Financing, Federal Loans, Financial Stability Acts, Germany

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Matters To Consider for the 2022 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive…more

Climate Change, Corporate Governance, Cybersecurity, Disclosure Requirements, Environmental Social & Governance (ESG)

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Involving the US and Latin America - February 2022

ICSID Tribunal Finds That Colombia Violated the Minimum Standard of Treatment but Did Not Indirectly Expropriate the Investment in Eco Oro v. Colombia - In September 2021, an International Centre for Settlement of Investment…more

28 U.S.C. § 1782, Arbitration, Arbitration Agreements, Arbitration Awards, Bilateral Investment Treaties

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2022: What You Need To Know …

This year, we expect to see new disclosure requirements; rule changes at the Securities and Exchange Commission that will affect directors; activists adopting new tactics; changes to shareholder voting processes; tax and…more

Corporate Governance, Cryptocurrency, Environmental Social & Governance (ESG), Executive Compensation, Mergers

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Tennessee Law Addresses Proliferation of Deepfakes

Tennessee has enacted the Ensuring Likeness, Voice and Image Security (ELVIS) Act, which aims to protect individuals from the use of their persona in connection with “deepfakes” (i.e., fake content generated by artificial…more

Artificial Intelligence, Fraud, Innovative Technology, Intellectual Property Protection, Legislative Agendas

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Court of Chancery Dismisses Consent and Unconscionability Claims Challenging Contract Between Parent and Wholly Owned Subsidiary

On March 30, 2020, in The Chemours Company v. DowDuPont Inc., et al., C.A. No. 2019-0351-SG (Del. Ch. Mar. 30, 2020), the Delaware Court of Chancery issued an important decision reaffirming bedrock principles of Delaware…more

Arbitration, Consent, Contract Terms, Delaware General Corporation Law, Dismissals

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FTC Proposes Broad Ban on Worker Noncompete Clauses

On January 5, 2023, the U.S. Federal Trade Commission (FTC) issued a notice of proposed rulemaking under the FTC Act with far-reaching implications for U.S. employers. If enacted and enforced, the proposed rule would prohibit…more

Biden Administration, Employer Liability Issues, Employment Contract, Executive Orders, Federal Trade Commission (FTC)

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Foreign Extortion Prevention Act Criminalizes Demand-Side Bribery

On December 22, 2023, President Biden signed into law the Foreign Extortion Prevention Act (FEPA) as part of the fiscal year 2024 National Defense Authorization Act. FEPA criminalizes demand-side bribery by foreign officials —…more

Anti-Corruption, Anti-Money Laundering, Bribery, Corruption, Extortion

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Nasdaq Proposes New Board Diversity Requirements

On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

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EU Expands Restrictive Measures in 13th Russian Sanctions Package and Publishes Guidance

On 23 February 2024, the European Union (EU) adopted a 13th package of sanctions against Russia, imposing asset freezes on additional individuals and entities, expanding existing sectoral sanctions and further limiting Russia’s…more

Asset Freeze, Blocking Sanctions, Economic Sanctions, EU, Export Controls

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Matters To Consider for the 2023 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2023 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive…more

Annual Meeting, Corporate Governance, Disclosure Requirements, New Guidance, Proxy Statements

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"Hong Kong Regulatory Update - December 2016"

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong Kong…more

Accounting Fraud, Acquisitions, Breach of Duty, Censures, Controlling Stockholders

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IRS Announces Plans To Increase Audits of Personal Use of Business Aircraft

On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual…more

Aircraft, Business Taxes, Business Travel, Corporate Taxes, Income Taxes

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Supreme Court Sharply Limits Applicability of Rogers v. Grimaldi Test for Trademark Infringement

On June 8, 2023, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Jack Daniel’s Properties, Inc. v. VIP Products LLC. The Court held that a heightened standard for trademark infringement applied by many…more

First Amendment, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC, Lanham Act, Likelihood of Confusion

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors, but…more

Antitrust Division, Biden Administration, Buyers, Competition, Corporate Counsel

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Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Delaware General Corporation Law

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Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative securities…more

Blockchain, Class Action, Howey, Motion to Dismiss, NBA

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Exploring the New California Consumer Privacy Act’s Unusual Class Action Cure Provision

The California Consumer Privacy Act (CCPA) takes effect on January 1, 2020, and applies to all companies that do business in the Golden State. The new act is California’s rejoinder to Europe’s General Data Protection Regulation,…more

California Consumer Privacy Act (CCPA), Class Action, CLRA, Corporate Counsel, Data Breach

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Seventh Circuit Decision Outlines Framework To Allow Courts To Evaluate Individual Mootness Fees in Merger Challenge Lawsuits

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal of…more

Corporate Governance, Federal Rules of Civil Procedure, Mergers, Mootness, Publicly-Traded Companies

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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SEC Proposes New Disclosure Rule for Security-Based Swap Positions

On December 15, 2021, the Securities and Exchange Commission (SEC) voted 3-2 to approve proposed rules that, among other things, would add new Rule 10B-1 to require a prompt disclosure of large security-based swap (SBS)…more

Comment Period, Credit Default Swaps, Derivatives, Private Equity, Proposed Rules

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Revised Proposed Reforms to UK Listing Rules Confirm a Lighter Touch Regime and Set Out a Transition Road Map

As part of the wider review of the UK’s capital markets regulatory landscape, in May 2023, the Financial Conduct Authority (FCA) published Consultation Paper CP23/10, which set out proposed reforms for companies with listed…more

Capital Markets, Corporate Governance, Disclosure Requirements, Financial Conduct Authority (FCA), Initial Public Offering (IPO)

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What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a…more

Corporate Governance, Fiduciary Duty, Independent Director, Proxy Advisors, Proxy Advisory Firms

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Know Your Cloud Customer: Commerce Department Proposes To Regulate Foreign Access to US IaaS Products

On January 29, 2024, the Department of Commerce, Bureau of Industry and Security (BIS) released a proposed rule (Proposed Rule) that would require U.S. cloud services providers (a.k.a. Infrastructure as a Service, or IaaS,…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Service Providers (CSPs), Cybersecurity, Enforcement

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SEC Enforcement Division Director Clarifies Approach to Compliance Officer Liability

In a speech on October 24, 2023, the director of the Securities and Exchange Commission’s (SEC’s) Enforcement Division, Gurbir Grewal, described the scenarios in which the commission would bring an enforcement action against a…more

Chief Compliance Officers, Compliance, Enforcement Actions, Insider Trading, Internal Controls

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Uptick in Restructurings May Outlast COVID-19 Pandemic

The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. According to AACER, a database of U.S. bankruptcy statistics, an estimated 7,128 business…more

CARES Act, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring

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In Response to COVID-19, Federal Reserve Establishes ‘TALF 2.0’

On March 23, 2020, as part of its response to support the flow of credit to consumers and businesses in the face of the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (Federal Reserve) announced the…more

Asset-Backed Securities, Coronavirus/COVID-19, Federal Funding, Federal Reserve, Financial Distress

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ISS Issues FAQ Related to 2019 US Compensation Policies

On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1, 2019…more

Board of Directors, Compensation Committee, Executive Compensation, Independent Director, Institutional Shareholder Services (ISS)

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A Fracturing Data Environment: Executive Order Portends Major Changes to US Data Management

On February 28, 2024, President Biden issued Executive Order 14117 (the EO) on “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” that would regulate…more

Biden Administration, CFIUS, Cybersecurity, Data Privacy, Department of Justice (DOJ)

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A Divided Congress Will Have an Active Investigations Agenda Over the Next Two Years

Democrats, having maintained narrow control of the upper chamber in the midterm elections, likely will remain focused on the issues and industries they prioritized in 2022…more

Big Tech, Bitcoin, China, Climate Change, Cryptocurrency

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DOJ Steps Up Corporate Criminal Enforcement, Looks More Broadly at Past Misconduct

Takeaways - The DOJ will take a more proactive approach to FCPA investigations. Companies seeking cooperation credit must disclose information about all culpable individuals, not just those “substantially involved” in…more

Compliance, Corruption, Criminal Investigations, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish…more

Acquisitions, Antitrust Division, Artificial Intelligence, Banking Sector, Capital Markets

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FTC Opens Inquiry Into AI Partnerships, Signaling Intensified Focus on Emerging Tech

On January 25, 2024, the Federal Trade Commission (FTC) launched an inquiry scrutinizing the investments and partnerships of Alphabet, Microsoft and Amazon relating to growing artificial intelligence startups Open AI and…more

Antitrust Division, Artificial Intelligence, Biden Administration, Competition, Department of Justice (DOJ)

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CFTC Settles Claims Against Founders of a Decentralized Protocol and Sues Its Successor DAO and Its Members, Pressing a Novel Theory of Liability

On September 22, 2022, the Commodity Futures Trading Commission (CFTC or Commission) (1) issued an order settling charges against protocol creator bZeroX, LLC and its founders, and (2) filed a federal civil enforcement action…more

Blockchain, CFTC, Commodity Exchange Act (CEA), Cryptocurrency, Enforcement Actions

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Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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The European Commission’s Revised Market Definition Notice: A New Approach to Digital Markets

On February 8, 2024, the European Commission (EC) adopted a revised Market Definition Notice (revised Notice). The revised Notice confirms the EC’s and EU courts’ existing approach to understanding dynamic and innovative markets…more

Antitrust Division, Competition, Competition Authorities, EU, European Commission

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Utah Becomes First State To Enact AI-Centric Consumer Protection Law

On March 13, 2024, Utah enacted the Utah Artificial Intelligence Policy Act (UAIP), which imposes certain disclosure requirements on entities using generative AI tools with their customers, and limits an entity’s ability to…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Cybersecurity, Disclosure Requirements

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Amending a Debt Instrument Trading at a Discount: Beware of Tax Consequences

In light of the current economic uncertainty, many companies are considering amending their credit agreements and other debt instruments either to minimize the likelihood of breaching financial covenants or to rework payment…more

Cancellation of Debt (COD), Coronavirus/COVID-19, Corporate Taxes, Debt Instruments, Debt Trading

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"Navigating the Challenges of Chinese Acquisitions of US Insurers"

Chinese investment in the U.S. insurance industry continued steadily in 2016, notwithstanding efforts by the Chinese government to impose new restrictions on outbound M&A. (See "Regional Focus: Asia.") Examples of such…more

Acquisitions, CFIUS, China, Cross-Border Transactions, Divestiture

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws…more

Asia Pacific, Board of Directors, Capital Markets, China, Corporate Counsel

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FCA Finalises UK Sustainable Investment Rules, With More To Follow After Further Consultation

On 28 November 2023, the UK’s Financial Conduct Authority (FCA) unveiled its Policy Statement PS 23/16 (Policy Statement), which sets out the final rules for sustainability disclosure and investment labels (SDR Rules). The…more

Disclosure Requirements, Environmental Social & Governance (ESG), EU, Financial Conduct Authority (FCA), Financial Institutions

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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US Commerce Department Expands Export Restrictions Targeting Russia and Belarus

On February 24, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) announced four new rules expanding restrictions on exports to Russia and Belarus. The revisions to the Export Administration…more

Belarus, Bureau of Industry and Security (BIS), Economic Sanctions, Entity List, Export Administration Regulations (EAR)

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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FCC Approves Voluntary Internet-of-Things Cybersecurity Labeling Program

The Federal Communications Commission (FCC) recently approved a voluntary Internet of Things (IoT) Labeling Program, which allows manufacturers of IoT products to earn the FCC’s approval to display a “U.S. Cyber Trust Mark” on…more

Cybersecurity, Data Security, FCC, Internet of Things, Internet Retailers

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Advancing Forward — Delaware Courts Provide Further Guidance on Incumbent Board Enforcement of Advance Notice Bylaws

In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be enforced..…more

Board of Directors, Books & Records, Bylaws, Controlling Stockholders, Corporate Counsel

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Courts Rule on Financial Services Antitrust Suits

Although courthouse activity has slowed over the past month due to COVID-19 social distancing efforts, federal courts continue to conduct business, even if remotely. Many judges have utilized this time to finalize decisions on…more

Antitrust Conspiracies, Antitrust Litigation, Antitrust Standing, Failure To State A Claim, Federal Pleading Requirements

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Related to the US and Latin America

US Case Law Update - The U.S. Supreme Court and appellate courts have issued several recent decisions on important topics related to arbitration and the ability to enforce awards and judgments in the United States…more

Appeals, Arbitration, Arbitration Awards, Bilateral Investment Treaties, Brazil

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OFAC Enforcement Action Emphasizes the Importance of Whistleblower Programs

On August 16, 2023, OFAC announced a $660,594 settlement with Construction Specialties Inc. (CS) for alleged violations of the Iranian Transactions and Sanctions Regulations (ITSR). OFAC found that CS’s wholly controlled United…more

Anti-Money Laundering, Bureau of Industry and Security (BIS), Corporate Governance, Department of Justice (DOJ), Employees

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Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses

On September 29, 2020, the French government published the 2021 Finance Bill, against the backdrop of the COVID-19 crisis and an expected 10.2% reduction in GDP in 2020…more

Business Taxes, Coronavirus/COVID-19, Corporate Taxes, Federal Budget, France

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Growing Opportunities in Clean Hydrogen

Key Points Hydrogen fuel has long been considered a potential clean alternative to fossil fuels because the only byproduct from the combustion of hydrogen is water. However, traditional methane-based hydrogen production methods…more

Clean Energy, Climate Change, Electricity, Energy Projects, Energy Sector

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"Insights Conversations: M&A"

Skadden M&A partners Steve Arcano, Tom Kennedy (moderator), Jeremy London, Amr Razzak and Rodd Schreiber discussed their perspectives on M&A activity in 2015 and the outlook for 2016. The conversation covered the current…more

Acquisitions, Antitrust Investigations, Board of Directors, Institutional Investors, Mergers

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CARES Act Increases Deductions for Certain Charitable Contributions

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law. The act, which provides assistance to individuals and businesses in response to the COVID-19 pandemic, increases the…more

C-Corporation, CARES Act, Charitable Donations, Corporate Taxes, Income Taxes

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The Nucleus: Life Sciences Enforcement and Regulatory Updates

In this issue of our newsletter on developments impacting the life sciences industry, we examine topics including how the increased DOJ and FDA focus on cybersecurity issues could lead to new theories of False Claims Act…more

Cybersecurity, Department of Justice (DOJ), Enforcement, False Claims Act (FCA), Food and Drug Administration (FDA)

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French Considerations for Returning to Workplaces in the Wake of COVID-19

On April 28, 2020, the French government announced the outline of its plan to end the lockdown measures currently in force, scheduled for May 11, 2020. (This date may be postponed if the hospitalization and death rates related…more

Coronavirus/COVID-19, Employer Responsibilities, France, Medical Monitoring, Personal Protective Equipment

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DOJ Suffers Rare Acquittal From the Bench in Fourth Criminal No-Poach Loss

In the latest setback in the Department Justice Antitrust Division’s (DOJ) attempts to prosecute “no-poach” agreements criminally, a federal judge acquitted from the bench all six defendant employees of aerospace engineering…more

Anti-Competitive, Antitrust Division, Competition, Criminal Prosecution, Department of Justice (DOJ)

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US-Mexico Agreement Signals Mexican Foreign Investment Screening Body To Come

On December 7, 2023, U.S. Secretary of the Treasury Janet L. Yellen and Mexico’s Secretary of Finance and Public Credit Rogelio Ramírez de la O signed a Memorandum of Intent (MOI) to establish a bilateral working group to…more

Biden Administration, CFIUS, Cross-Border, FIRRMA, Foreign Direct Investment

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Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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HHS-OIG Year in Review: Despite Challenges Posed by the Pandemic, 2020 Saw an Uptick in Enforcement Action

Despite the challenges posed by the COVID-19 public health emergency in 2020, the Office of Inspector General, U.S. Department of Health and Human Services (HHS-OIG) entered into the highest number of corporate integrity…more

Coronavirus/COVID-19, Corporate Integrity Agreement, Department of Health and Human Services (HHS), Health Care Providers, Healthcare Fraud

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The Widely Forecast Recession in the UK Will Likely Reshape M&A

Key Points In the U.K., looming economic uncertainties are expected to play a significant role in M&A activity at almost all stages of the acquisition life cycle, from sourcing deals to financing, due diligence, negotiation and…more

Acquisitions, Buyers, Due Diligence, Financial Services Industry, Interest Rates

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Privacy & Cybersecurity Update - September 2023

In this month’s Privacy & Cybersecurity Update, we examine Delaware’s new comprehensive data privacy law, a joint statement by 12 data protection authorities on data scraping and data protection, a district court ruling on a…more

California Privacy Protection Agency (CPPA), Cybersecurity, Data Privacy, Data Protection, Popular

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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The Standard Formula Podcast | Investment Rules for Insurers and Reinsurers

This episode of “The Standard Formula” podcast features a conversation with the Financial Institutions Group’s Ben Lyon and Verena Mengis, who walk listeners though recent proposals for reform relating to Solvency U.K. and the…more

EU, Financial Institutions, Insurance Industry, Reinsurance, Solvency II

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FinCEN Proposes To Designate Convertible Virtual Currency Mixing as a Primary Money Laundering Concern

The Proposed Rule Aims To Increase Transparency in CVC Mixing - On October 19, 2023, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) released a notice of proposed rulemaking (Proposal) that…more

Financial Institutions, Financial Regulatory Reform, FinCEN, Money Laundering, Proposed Rules

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Fierce Competition Podcast | Letter From London: The Rise of UK Class Actions and the Competition Appeal Tribunal

This episode of our “Fierce Competition“ podcast looks at trends across the pond in class actions in the U.K. and focuses on the country’s new tribunal that was created specifically to hear class actions. Antitrust/competition…more

Antitrust Violations, Class Action, Class Certification, Competition, UK

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"Recent Court of Appeals Decision Provides Hope for Taxpayers Fighting for Congressionally Sanctioned Tax Benefits"

For the second time in just over a year, the U.S. Court of Appeals for the Sixth Circuit reversed the United States Tax Court and affirmed the right of a taxpayer to structure its affairs in a manner that takes into account tax…more

Appeals, Business Taxes, Dividends, Internal Revenue Code (IRC), Investment Funds

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Recent Delaware Bankruptcy Rulings Address Whether a Plan of Reorganization Can Deny a ‘Make-Whole’ Payment Without Impairing Lenders’ Claims

Takeaways - “Make-wholes” — one-off payments required if debt is prepaid or, in certain cases, otherwise accelerated — have generated litigation, with debtors contending they can continue to pay lenders under the debt’s…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Make-Whole Premium, Noteholders

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Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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SEC Heightens Focus on Cybersecurity

On August 30, 2021, the Securities and Exchange Commission (SEC) announced that eight broker-dealers and/or investment advisers will pay civil monetary penalties to resolve enforcement actions arising from cybersecurity…more

Broker-Dealer, Cybersecurity, Data Privacy, Data Protection, Data Security

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Private Equity and Sovereign Wealth Interests Converge in US Real Estate

Takeaways - PE activity, both fundraising and investing, has exploded. Sovereign wealth and foreign government pension funds have grown in sophistication, built out in-house capabilities and become increasingly focused on…more

CFIUS, Foreign Investment, Investment, Investment Portfolios, Investors

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The Informed Board - Spring 2023

Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the FTC…more

Acquisitions, Artificial Intelligence, Banking Sector, Board of Directors, CEOs

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"EU Banking Union: Political Agreement Reached on Single Resolution Mechanism"

On March 20, 2014, the European Parliament announced that it had reached political agreement with the European Council on the regulation implementing a single resolution mechanism (SRM), which is an essential element of the…more

Banking Sector, Banks, EU, Financial Regulatory Reform, Foreign Banks

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"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy and…more

Appeals, Breach of Duty, Class Action, Common Stock, Corporate Counsel

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions

In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal cases…more

Appraisal, Deal Price, Fair Value Standard, Market Based Approach, Mergers

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Climate-Related Securities Suits May Increase With New SEC Standards

Takeaways - The SEC plans to issue new disclosure requirements regarding climate-related risks and opportunities, and the agency’s recent actions suggest we have entered a new era of oversight when it comes to…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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The Office of Science and Technology Policy Issues a Report on the Environmental Impact of Cryptoassets

On September 8, 2022, the Office of Science and Technology Policy (OSTP) issued its report on the impact of distributed ledger technology on climate change and U.S. environmental policy, as directed under President Biden’s March…more

Biden Administration, Climate Change, Cryptoassets, Digital Assets, Distributed Ledger Technology (DLT)

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Russia Responds to US, UK and EU Sanctions With New Economic Measures

On 28 February 2022, Russian President Vladimir Putin signed the order “On the Application of Special Economic Measures in Connection With the Unamicable Actions of the U.S. and the Adjoining Foreign States and International…more

Board of Directors, Capital Markets, Economic Sanctions, EU, Foreign Currency

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Supreme Court Curbs FTC’s Authority To Seek Monetary Relief in Federal Court — At Least Temporarily

Last week, the U.S. Supreme Court decided unanimously in AMG Capital Management, LLC v. FTC that Section 13(b) of the Federal Trade Commission Act of 1914 (FTC Act) does not authorize the Federal Trade Commission (FTC) to seek…more

AMG Capital Management LLC v FTC, Disgorgement, Federal Trade Commission (FTC), FTC Act, FTCA Section 13(b)

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Supreme Court Issues Unanimous Ruling Denying PTO Attorneys’ Fees for Section 145 Actions

On December 11, 2019, in Peter v. NantKwest, Inc., 589 U.S. __ (2019), the U.S. Supreme Court issued a unanimous decision holding that the U.S. Patent and Trademark Office (PTO) cannot recover the salaries of its legal personnel…more

35 U.S.C. § 145, American Rule, Appeals, Attorney's Fees, Civil Claims

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Cross-Border Investigations Update

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including the use of legal holds in cross-border investigations,…more

China, Civil Monetary Penalty, Cooperation, Criminal Investigations, Cross-Border Transactions

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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French Government Adopts Measures Adapting Shareholders’ Meeting Requirements Amid COVID-19 Pandemic

The COVID-19 pandemic, which coincides with the annual shareholders’ meetings season, raises significant concerns regarding the ability of companies, in particular listed companies, to convene their board of directors’ and…more

Board Meetings, Board of Directors, Coronavirus/COVID-19, France, Government Lockdown

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FTC Opens Inquiry Into AI Partnerships, Signaling Intensified Focus on Emerging Tech

On January 25, 2024, the Federal Trade Commission (FTC) launched an inquiry scrutinizing the investments and partnerships of Alphabet, Microsoft and Amazon relating to growing artificial intelligence startups Open AI and…more

Antitrust Division, Artificial Intelligence, Biden Administration, Competition, Department of Justice (DOJ)

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UK Expands Prohibitions on Providing Services to Russian Entities and Adds Investment Restrictions

On 15 December 2022 the United Kingdom announced its latest expansion of sanctions against Russia. New prohibitions were added relating to trust services, and professional and business services, and existing restrictions…more

Anti-Money Laundering, Economic Sanctions, Enforcement, EU, Financial Institutions

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AI Insights: Biden Administration Passes Sweeping Executive Order on Artificial Intelligence

On October 30, the U.S. government released its long-awaited, sweeping executive order (the AI EO or Order) on artificial intelligence (AI). The Order directs various U.S. government departments and agencies to evaluate AI…more

Artificial Intelligence, Biden Administration, Compliance, Copyright, Corporate Governance

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Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at…more

Board of Directors, Corporate Governance, Corporate Sales Transactions, Investors, Publicly-Traded Companies

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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Fighting Early Obsolescence: New EU Directive Extends Liability Risks

On 6 March 2024, the EU published directive 2024/825/EU, intended to bolster consumer rights in the face of environmental challenges. The directive seeks to clarify companies’ liability concerning information obligations related…more

Board of Directors, Corporate Executives, Corporate Governance, Cybersecurity, EU

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US M&A Levels Remain Healthy, but Due Diligence and Deal Protections Will Become Even More Critical

Acquisition market participants in the U.S. approached dealmaking with greater caution in 2022 than they did in 2021. Steadily rising interest rates and financing costs, persistent inflation, geopolitical uncertainty, heightened…more

Acquisitions, Buyers, Capital Markets, Domestic Dealmaking, Due Diligence

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"Inside the Courts: Supreme Court Upholds Class Certification in Tyson Foods"

The U.S. Supreme Court on March 22, 2016, addressing a challenge to the use of representative evidence to establish that common issues of fact or law predominate over individual issues in a proposed class action, declined to…more

Admissible Evidence, Calculation of Damages, Class Action, Class Certification, Doffing

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Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish…more

Acquisitions, Antitrust Division, Artificial Intelligence, Banking Sector, Capital Markets

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Hong Kong Passes Ordinance To Facilitate Reciprocal Enforcement of Civil and Commercial Judgments

On 26 October 2022, the legislature of Hong Kong passed The Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance (the Ordinance) to implement the Arrangement on Reciprocal Recognition and…more

Arbitration, Arbitration Agreements, Business Litigation, Hong Kong, International Arbitration

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Recognition of Restructuring and Insolvency Proceedings

Although the Trade and Cooperation Agreement (TCA) arrived in time to prevent a wholesale “no deal Brexit,” issues of cross-border cooperation and recognition in relation to insolvency and restructuring proceedings were not…more

Corporate Restructuring, Cross-Border, Cross-Border Insolvency Regulations (CBIR), Debt Restructuring, EU

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The Nucleus: Life Sciences Enforcement and Regulatory Updates - March 2024

Circuit Split Widens Over AKS-Based FCA Causation Element - The Anti-Kickback Statute (AKS) continues to form the basis of hundreds of millions of dollars of annual recoveries for the government under the federal False Claims…more

Anti-Kickback Statute, Cybersecurity, Department of Health and Human Services (HHS), Department of Justice (DOJ), False Claims Act (FCA)

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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Uptick in Restructurings May Outlast COVID-19 Pandemic

The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. According to AACER, a database of U.S. bankruptcy statistics, an estimated 7,128 business…more

CARES Act, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Navigating the Current Landscape of Shareholder Activism

On March 28, 2018, Skadden hosted the webinar “Navigating the Current Landscape of Shareholder Activism,” the fifth and final program in the 2017-18 SEC Reporting & Compliance and Corporate Governance Series. The panelists were…more

Asia, Board of Directors, Corporate Governance, EU, Proxy Advisory Firms

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Economic Crime and Corporate Transparency Act 2023 – Key Developments

On 26 October 2023, the Economic Crime and Corporate Transparency Act 2023 (the Act) became law in the UK. The Act represents a major overhaul of the UK government’s framework for tackling financial crime and has brought into…more

Anti-Corruption, Anti-Money Laundering, Corporate Crimes, Corporate Governance, Corporate Transparency Act

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US Supreme Court Construes Scope of Immunities in Jam

In the global economy, companies increasingly interact with “international organizations,” or institutions created by treaty or other intergovernmental agreement. These include organizations that engage in economic and banking…more

Absolute Immunity, Appeals, Foreign Governments, Foreign Sovereign Immunities Act of 1976 (FSIA), Foreign Sovereigns

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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PTAB Update - March 2023

Steep Drop in Discretionary Denials — But Will It Last? The Patent Trial and Appeal Board (PTAB) may be becoming more petitioner-friendly following a June 2022 memorandum that significantly narrows a precedent-setting case’s…more

Administrative Procedure Act, Duty of Candor, Ex Partes Reexamination, Intellectual Property Litigation, Intellectual Property Protection

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AI Insights: Recent Developments That Could Impact How Companies Offer AI-Based Customer Service Chatbots

Two recent developments highlight the challenges companies may face as they explore ways to incorporate AI-based chatbots into their customer service offerings: - A putative class action filed in California federal district…more

Artificial Intelligence, Bots, CIPA, Corporate Counsel, Customer Service Calls

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Senate Passes Landmark Bill With Climate, Tax, Energy and Health Care Implications

On August 7, 2022, the Senate passed the Inflation Reduction Act (the Act), which is expected to have a significant impact on climate, tax and health care policy in the United States. The result of intense negotiations among…more

Affordable Care Act, Clean Energy, Climate Change, Drug Pricing, Energy Sector

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Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish…more

Acquisitions, Antitrust Division, Artificial Intelligence, Banking Sector, Capital Markets

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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Supreme Court Holds Antitrust Claims of iPhone App Consumers Are Not Barred by Illinois Brick

On May 13, 2019, in a 5-4 decision in Apple Inc. v. Pepper, the U.S. Supreme Court held that consumers of iPhone apps are direct purchasers of Apple and therefore have standing to sue the company for alleged monopolization of…more

Antitrust Violations, Appeals, Apple Inc v Pepper, Class Action, Corporate Counsel

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FTC Opens Inquiry Into AI Partnerships, Signaling Intensified Focus on Emerging Tech

On January 25, 2024, the Federal Trade Commission (FTC) launched an inquiry scrutinizing the investments and partnerships of Alphabet, Microsoft and Amazon relating to growing artificial intelligence startups Open AI and…more

Antitrust Division, Artificial Intelligence, Biden Administration, Competition, Department of Justice (DOJ)

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Fifth Circuit Reverses CFTC Penalty Judgment Under ‘Fair Notice’ Doctrine

On January 8, 2024, in a decision that underscores the potential viability of fair-notice defenses to U.S. regulators’ rule interpretations, the U.S. Court of Appeals for the Fifth Circuit reversed a $6.5 million penalty…more

Appeals, Broker-Dealer, CFTC, Commodity Exchange Act (CEA), Corporate Crimes

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2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures and…more

Annual Meeting, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Filing Requirements

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Delaware General Corporation Law

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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Final Rule to Implement Dodd-Frank Risk Retention Requirement

On October 21, 2014, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and…more

Dodd-Frank, Final Rules, Prudential Regulation Authority (PRA), Risk Retention, Securities Exchange Act

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SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition…more

Acquisitions, Board of Directors, Capital Markets, Initial Public Offering (IPO), Investment Advisers Act of 1940

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Foreign Extortion Prevention Act Criminalizes Demand-Side Bribery

On December 22, 2023, President Biden signed into law the Foreign Extortion Prevention Act (FEPA) as part of the fiscal year 2024 National Defense Authorization Act. FEPA criminalizes demand-side bribery by foreign officials —…more

Anti-Corruption, Anti-Money Laundering, Bribery, Corruption, Extortion

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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Post-Schrems II: European Data Protection Board’s Recommendations Bring Further Clarity and Practical Steps Regarding International Data Flows

On November 10, 2020, the European Data Protection Board (EDPB) adopted its long-awaited recommendations on (1) measures that supplement transfer tools to ensure transfers of personal data outside the European Economic Area…more

Cybersecurity, Data Protection, EU-US Privacy Shield, European Data Protection Board (EDPB), European Economic Area (EEA)

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The Class Action Chronicle - August 2020

Interpreting Bristol-Myers : Are Unnamed Members of Nationwide Class Actions ‘Parties’? If So, When? In 2017, the Supreme Court decided Bristol-Myers Squibb Co. v. Superior Court of California (BMS), holding that a California…more

Article III, Bristol-Myers Squibb Co v Superior Court of California - San Francisco County, Class Action, Class Certification, Class Members

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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Choppy Market for SPACs and PIPEs, Competition for Targets Spurs Deal Innovations

Takeaways - While the SPAC IPO and PIPE markets were challenging in 2021, the enormous amounts of capital already raised should drive merger activity in 2022. As more shareholders choose to redeem shares and potential…more

Capital Markets, Financial Industry Regulatory Authority (FINRA), Initial Public Offering (IPO), Private Investment in Public Equity (PIPEs), PSLRA

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts

A flurry of legal and enforcement activity has arisen over the last two weeks across a wide range of areas in the Web3 space, including actions by the Securities and Exchange Commission, the Office of Foreign Assets Control, the…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Digital Assets

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Federal Report Proposes Harmonization of Divergent Cyber Incident Reporting Regimes

On September 20, 2023, the U.S. Department of Homeland Security released a report outlining the varied and sometimes conflicting reporting requirements that private entities face when they are victims of a cyber incident. The…more

CIRC, Corporate Governance, Cyber Incident Reporting, Cybersecurity, Department of Homeland Security (DHS)

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Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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DOE Offers Financing for US EV and Energy Infrastructure

U.S. Department of Energy (DOE) loan guarantee and direct lending facilities may be attractive financing options for borrowers who are developing electric vehicle (EV) infrastructure and innovative energy-related technologies…more

Department of Energy (DOE), Electric Vehicles, Energy Sector, Financing, Infrastructure Financing

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The Class Action Chronicle - August 2023

Post-TransUnion, A Closer Examination of Threshold for Article III Standing- Class action trials are rare. The potential magnitude of an adverse verdict, even when improbable, makes the risks of trial unpalatable for defendants…more

Appeals, Article III, Ascertainable Class, Class Action, Class Certification

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AI Insights: Recent Developments That Could Impact How Companies Offer AI-Based Customer Service Chatbots

Two recent developments highlight the challenges companies may face as they explore ways to incorporate AI-based chatbots into their customer service offerings: - A putative class action filed in California federal district…more

Artificial Intelligence, Bots, CIPA, Corporate Counsel, Customer Service Calls

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"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to…more

Canada, Public Offerings, Securities and Exchange Commission (SEC)

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Motion To Dismiss Ruling Provides Insight Into How Courts View AI Training Data Cases

A recent decision by a California district court in J. Doe 1 v. GitHub, Inc., a case brought by computer programmers alleging that their works had been used to train AI models that generate computer code in violation of their…more

Artificial Intelligence, Corporate Counsel, Data Collection, First Amendment, Infringement

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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AI Insights: NAIC Releases Draft Model Bulletin Regarding Use of AI by Insurers

In July, the Innovation, Cybersecurity and Technology Committee of the National Association of Insurance Commissioners (NAIC) released an exposure draft of its model bulletin titled “Use of Algorithms, Predictive Models, and…more

Algorithms, Artificial Intelligence, Data Protection, Data Security, Insurance Industry

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Mandatory Notification Obligations Under the EU’s Foreign Subsidies Regulation Kick In: Are You Ready?

Starting today, October 12, 2023, the mandatory notification requirements under the EU’s Foreign Subsidies Regulation (FSR) apply. M&A deals involving businesses that (i) have been granted certain levels of financial support…more

Acquisitions, EU, European Commission, European Merger Control Regulation, Joint Venture

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SOX-Liter: Changes to the UK Corporate Governance Landscape

The UK government has proposed a number of measures — both legislative and regulatory — to restore trust in audit and corporate governance and maintain the UK’s reputation as a home of sound corporate governance. Some of these…more

Capital Markets, Corporate Governance, Stakeholder Engagement, UK

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EU Expands Restrictive Measures in 13th Russian Sanctions Package and Publishes Guidance

On 23 February 2024, the European Union (EU) adopted a 13th package of sanctions against Russia, imposing asset freezes on additional individuals and entities, expanding existing sectoral sanctions and further limiting Russia’s…more

Asset Freeze, Blocking Sanctions, Economic Sanctions, EU, Export Controls

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New Regulation: Statutes, Pillars, and the Build Back Better Act

In the new episode of our tax podcast, “GILTI Conscience,” partners Nate Carden and David Farhat speak with Skadden of counsel Paul Oosterhuis and associate Huzefa Mun about tax legislation, including how the potential failure…more

New Regulations, Proposed Legislation, Tax Legislation, Tax Planning, U.S. Treasury

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Skadden's 2019 Insights: Significant Rulings Expected for Ongoing Mass Tort, Consumer Class Action Issues

In 2019, significant developments are expected on issues that have been percolating in the mass tort and class action litigation arena for several years. The U.S. Supreme Court is expected to rule on cases relating to…more

Arbitration, Asbestos Litigation, Class Action, Class Arbitration, Clear Evidence Standard

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2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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Supreme Court To Revisit Delegation of Arbitrability in Henry Schein II

For the second time in two years, the U.S. Supreme Court will hear a case where the central issue is whether a court (or an arbitrator) should decide whether a dispute belongs in the courts or in arbitration. The Court heard…more

American Arbitration Association, Arbitration, Carve Out Provisions, Certiorari, Commercial Arbitration

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What To Expect From the IRS’ $80 Billion Strategic Operating Plan

In August 2022, the Inflation Reduction Act (IRA) was signed into law, allocating approximately $80 billion to the Internal Revenue Service (IRS) over the next decade to improve the way it serves the public…more

Compliance, Corporate Counsel, Enforcement, Inflation Reduction Act (IRA), IRS

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Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The…more

Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Regulation S-K

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"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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Ninth Circuit Addresses Use of Doctrines of Judicial Notice and Incorporation by Reference at Pleading Stage in Securities Cases

In the Ninth Circuit, defendants typically have two tools available to ask a court to consider in connection with a motion to dismiss information outside the four corners of a complaint. First, a defendant may file a request for…more

Abuse of Discretion, Appeals, Federal Rules of Evidence, Incorporation by Reference, Judicial Notice

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"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy activist…more

Acquisitions, Activist Investors, Board of Directors, Controlling Stockholders, EU

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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PRA Announces Final Adjustments to ‘Solvency UK’ Rules and Consults on Requirements for ‘Solvent Exit’ Plans

As discussed in our previous updates, in June 2020 the UK government announced a wide-ranging review of the Solvency II framework in the UK, aimed at reforming the insurance regulatory framework inherited from the EU given the…more

Disclosure Requirements, EU, Final Rules, Financial Services and Markets Act, Insurance Industry

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AI Insights: Copyright Office Rejects Application for AI-Generated Work Based on a Photograph

Copyright Office Rejects Application for AI-Generated Work Based on a Photograph -- On December 11, 2023, the Review Board of the United States Copyright Office (Board) rejected a Second Request for reconsideration with respect…more

Artificial Intelligence, Authorship, Copyright, Copyright Applications, Copyright Office

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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New Developments Help Clarify Intersection of Patent Law and Artificial Intelligence

Two recent developments, one in the U.S. and one in the U.K., have shed further light on the intersection of patent law and artificial intelligence (AI), particularly with respect to whether AI-generated inventions can be…more

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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Supreme Court Rulings Signal Significant Changes to Post-Issuance Patent Reviews

In a pair of decisions issued on April 24, 2018, the U.S. Supreme Court clarified the constitutionality of and the appropriate practice for inter partes review. The 7-2 majority opinion in Oil States Energy Services, LLC v…more

America Invents Act, Article III, Chevron Deference, Constitutional Challenges, Final Written Decisions

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UK Supreme Court Rules in Favour of Directors in Seminal Case on Directors’ Duties in ‘Zone of Insolvency’

In what Lady Arden described as a “momentous decision for company law,” the Supreme Court of the United Kingdom has confirmed that there are circumstances in which company directors are required to consider the interests of…more

Commercial Bankruptcy, Corporate Counsel, Creditors, Debt Restructuring, Insolvency

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NYAG Files Action Against Crypto Trading Platform, Takes Position That ETH Is a Security

On March 9, 2023, the New York State Attorney General’s Office (NYAG) filed a lawsuit charging crypto trading platform KuCoin for “failing to register as a securities and commodities broker-dealer and falsely representing itself…more

Blockchain, Broker-Dealer, Commodities, Crypto Exchanges, Decentralized Finance (DeFi)

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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Corporate Sponsorship of Private Funds as an Integrated Asset Finance Platform

In recent years, investment managers sponsored by established corporate enterprises (Corporate Sponsors) and corporate sponsored funds (CSFs) have been established with increasing frequency across a range of sectors, markets and…more

Balance Sheets, Capital Markets, Capital Structures, Fund Managers, Investment Adviser

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Part IV / Infrastructure Investment and Jobs Act: A Guide to Key Energy and Infrastructure Programs and Funding

Part IV: DOE Loan Programs (Innovative Energy Technologies and Advanced Technology Vehicle Manufacturing) - In the final installment of our four-part series on the Infrastructure Investment and Jobs Act (IIJA), we focus on the…more

Department of Energy (DOE), Energy Projects, Energy Sector, Infrastructure, Infrastructure Financing

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Revisiting Share Repurchases in Volatile Times

In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses questions…more

10b5-1 Plans, Board of Directors, Confidential Information, Delaware General Corporation Law, Material Nonpublic Information

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Proposed Legislation Seeks To Prevent Regulatory Limitations on Closed-End Fund Investments in Private Funds

The Increasing Investor Opportunities Act (IIOA), introduced on November 19, 2020, by U.S. Representative Anthony Gonzalez (R-OH), aims to expand closed-end fund participation in private funds. The IIOA, among other things,…more

Business Development Companies, Capital Markets, Closed-End Funds, Division of Investment Management, Investment

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Law Governing Attorney-Client Privilege for Emails Hosted on Noncompany Servers Continues To Evolve in Delaware

Delaware Rule of Evidence 502(b) codifies the attorney-client privilege and insulates from discovery “confidential communications made for the purpose of facilitating the rendition of professional legal services to the client.”…more

Attorney-Client Privilege, Confidential Communications, Corporate Counsel, Email, Evidence

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Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics…more

Board of Directors, Books & Records, Corporate Governance, Corporate Misconduct, Corporate Officers

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition…more

Acquisitions, Board of Directors, Capital Markets, Initial Public Offering (IPO), Investment Advisers Act of 1940

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Investment Trusts and Activist Funds: What UK Companies Need To Know

On 15 February 2024, Skadden partners Kenneth Burdon, Robert Chaplin, Eben Colby and Greg Norman presented the webinar “Investment Trusts and Activist Funds,” which outlined recent trends in shareholder activism in publicly…more

Activist, Closed-End Funds, Fund Managers, HM Treasury, Investment Funds

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BIS Updates October 2022 Semiconductor Export Control Rules

On October 17, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) released two interim final rules to reinforce and expand controls on (a) advanced semiconductors and related computing items (the…more

Bureau of Industry and Security (BIS), China, Deadlines, Entity List, Export Administration Regulations (EAR)

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Private Equity and Sovereign Wealth Interests Converge in US Real Estate

Takeaways - PE activity, both fundraising and investing, has exploded. Sovereign wealth and foreign government pension funds have grown in sophistication, built out in-house capabilities and become increasingly focused on…more

CFIUS, Foreign Investment, Investment, Investment Portfolios, Investors

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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Federal and New York City Workplace Vaccination and Testing Mandates: A Primer

Takeaways - Conflicting rulings and a patchwork of injunctions have made it difficult for employers to know how or whether to comply with federal vaccination mandates. The Supreme Court stayed OSHA’s vaccinate-or-test…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Mandates, Federal Contractors, Infectious Diseases

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US Imposes New Sanctions Targeting Turkish Government Officials and Entities

In light of Turkey’s military intervention in northeast Syria, President Donald Trump issued, on October 14, 2019, Executive Order 13894 (EO 13894), “Blocking Property and Suspending Entry of Certain Persons Contributing to the…more

Blocked Person, Economic Sanctions, Executive Orders, Foreign Financial Institutions (FFI), General Licenses

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Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

In the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the…more

Acquisitions, Class Action, Corporate Counsel, Forum Selection, Initial Public Offering (IPO)

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Supreme Court Review of FTC Monetary Relief Authority Threatens Long-Standing Agency Practice

On January 13, 2021, the U.S. Supreme Court is set to hear a case, AMG Capital Management, LLC v. FTC, that could substantially curtail the primary authority the Federal Trade Commission (FTC) relies on to seek monetary relief…more

AMG Capital Management LLC v FTC, Case Consolidation, Disgorgement, Equitable Relief, FTC Act

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Illinois Supreme Court Holds That Biometric Privacy Law Does Not Require Actual Harm for Private Suits

The Illinois Supreme Court ruled that an Illinois biometric privacy law does not require individuals to show they suffered harm other than a violation of the law in order to bring suit. As a result, entities are at a greater…more

Appeals, Article III, Biometric Information, Biometric Information Privacy Act, Class Action

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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A Divided Congress Will Have an Active Investigations Agenda Over the Next Two Years

Democrats, having maintained narrow control of the upper chamber in the midterm elections, likely will remain focused on the issues and industries they prioritized in 2022…more

Big Tech, Bitcoin, China, Climate Change, Cryptocurrency

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Utah Becomes First State To Enact AI-Centric Consumer Protection Law

On March 13, 2024, Utah enacted the Utah Artificial Intelligence Policy Act (UAIP), which imposes certain disclosure requirements on entities using generative AI tools with their customers, and limits an entity’s ability to…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Cybersecurity, Disclosure Requirements

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When Arbitration Meets Bankruptcy: Considering Arbitration Options in the Wake of a Growing Rise in Corporate Insolvencies

The economic hardships brought about by the COVID-19 pandemic have impacted companies globally, leading many to consider both in-court and out-of-court restructurings. Because this trend will likely continue as the long-term…more

Arbitration, Arbitration Agreements, Bankruptcy Code, Commercial Bankruptcy, Federal Arbitration Act

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COVID-19 Pandemic Small Business Lending Under the CARES Act’s Paycheck Protection Program

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which became law on March 27, 2020, authorized $349 billion for the Small Business Administration (SBA) to guarantee loans under Section 7(a) of the Small…more

Borrowers, CARES Act, Due Diligence, Lenders, Loan Forgiveness

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Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,…more

Annual Meeting, Beneficial Owner, Board of Directors, Business Entities, Business Ownership

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GILTI Conscience Podcast | Spotlight Series: A Conversation With Women Trailblazers in Tax

Our “GILTI Conscience” podcast team, led in this episode by associates Eman Cuyler and Stefane Victor, presented a thought-provoking episode in recognition of Women’s History Month. They were joined by Washington. D.C. office…more

Career Development, GILTI tax, International Tax Issues, Leadership, Professional Development

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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GILTI Conscience Podcast | Gearing Up for Pillar Two

Our “GILTI Conscience” team was joined by colleagues Paul Oosterhuis and Eric Sensenbrenner to discuss what companies can expect now that Pillar Two implementation is becoming a reality…more

Corporate Taxes, Foreign Corporations, GILTI tax, International Tax Issues, Tax Cuts and Jobs Act

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Increased Demand for Renewable Energy PPAs Expected To Create Seller-Friendly Market

Takeaways - The widespread adoption of sustainability goals by major corporations has created significant demand for renewable power. That, in turn, is strengthening the hand of producers in negotiations over power…more

Electricity, Energy Projects, Energy Sector, Green Energy, Greenhouse Gas Emissions

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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Oil Price War and Challenging Debt Markets: Tax Risks and Strategies for Upstream and Midstream Companies

Many upstream and midstream companies are grappling with the prospect of severe liquidity constraints due to the rapid deterioration of both the commodity markets and the debt capital markets. While upstream companies have borne…more

Debt Market, International Tax Issues, Market Pricing, Midstream Contracts, Oil & Gas

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Anonymous Online Speech: Considerations for Victims and Speakers

In today’s world — where social media has become a source of news for many — companies and individuals often find themselves the subject of negative and anonymous online comments. These comments can give rise to legal claims —…more

Anonymity, Appeals, Business Disparagement, Commercial Speech, Copyright Infringement

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PTAB Update - March 2023

Steep Drop in Discretionary Denials — But Will It Last? The Patent Trial and Appeal Board (PTAB) may be becoming more petitioner-friendly following a June 2022 memorandum that significantly narrows a precedent-setting case’s…more

Administrative Procedure Act, Duty of Candor, Ex Partes Reexamination, Intellectual Property Litigation, Intellectual Property Protection

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Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

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Hong Kong Regulatory Update - March 2024

查看中文 This update provides an overview of key regulatory developments in the fourth quarter of 2023 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their advisers. It…more

Board of Directors, Capital Markets, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019…more

Acquisitions, Amended Rules, Annual Reports, Audit Reports, Compliance

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

See all updates »

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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Real World Examples Where Conflicts Tainted a Deal Process, and Other Deals That Were Insulated From Conflicts

Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest. They…more

Acquisitions, Board of Directors, Capital Markets, Conflicts of Interest, Corporate Governance

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The Evolving Climates in the US and UK for Environmental Damage Claims

The November 2022 United Nations Framework Convention on Climate Change (COP27) spotlighted the political and diplomatic challenges of compensating damages caused by climate change. At the same time, fundamental questions about…more

Appeals, Clean Air Act, Climate Change, Damages, Derivative Tort Claims

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Video Gaming / E-Gaming Law Update – September 2021

Main Quest - ‘Mint’ Conditions: NFTs and Video Games - Over the course of the past year, nonfungible tokens (NFTs) have transformed from a relatively niche product for those in the cryptocurrency sector to an increasingly…more

Blockchain, Copyright, Copyright Infringement, eSports, First Amendment

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Proposals To Reform Germany’s Pension System Could Open Market, Benefitting Retirees and — Potentially — Insurers

If Germany’s coalition government follows through on recommendations from a focus group convened by the Federal Finance Ministry for reforms to the country’s pension system, it could open the way for insurers and other providers…more

Employee Benefits, Germany, International Labor Laws, Labor Regulations, Pension Schemes

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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DOJ-Initiated False Claims Act Activity on the Rise

Key Points The volume of new False Claims Act (FCA) case filings remained high in 2021, and the Department of Justice (DOJ) collected more than $5.6 billion in settlements and judgments — the second-largest annual total in FCA…more

Anti-Retaliation Provisions, Department of Justice (DOJ), Eighth Amendment, Excessive Fines Clause, False Claims Act (FCA)

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Rising Challenges in Arbitration: Post-Award Bias Allegations and the Evolving Standards of Conflict Disclosure

Users of arbitration know that one of the most important decisions they can make is the selection of the arbitrator. As arbitration grows more ubiquitous, more experienced arbitrators are being selected more frequently, and…more

Arbitration, Arbitration Awards, Arbitrators, Conflicts of Interest, Dispute Resolution

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Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses

On September 29, 2020, the French government published the 2021 Finance Bill, against the backdrop of the COVID-19 crisis and an expected 10.2% reduction in GDP in 2020…more

Business Taxes, Coronavirus/COVID-19, Corporate Taxes, Federal Budget, France

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Court Victory for Treasury and Indictment of Tornado Cash Founders Highlights AML and Sanctions Risks for DeFi Crypto Platforms

In a long-awaited decision involving the cryptocurrency “mixer” Tornado Cash, a U.S. district court on August 17, 2023, upheld the broad authority of the Department of the Treasury’s (Treasury’s) Office of Foreign Assets Control…more

Anti-Money Laundering, Cryptocurrency, Decentralized Autonomous Organization (DAO), Decentralized Finance (DeFi), Department of Justice (DOJ)

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"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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USTR Relaunches Exclusion Process for China Section 301 Tariffs

On October 4, 2021, U.S. Trade Representative Katherine Tai announced the restart of an exclusion process that could lead to the reinstatement of certain exemptions from tariffs imposed on Chinese imports under Section 301 of…more

Biden Administration, China, Exclusions, Imports, Public Comment

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California Bill Would Prohibit Settlement Agreements Keeping Certain Information Secret

The California Senate will soon consider a bill prohibiting settlement agreements that prevent disclosing information about defective products or environmental hazards…more

Disclosure Requirements, Manufacturers, Product Defects, Public Health, Settlement Agreements

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EU’s Proposed Legislation Regulating Cryptoassets, MiCA, Heralds New Era of Regulatory Scrutiny

The European Union’s proposed Markets in Crypto-assets (MiCA) regulation, which includes new regulations for the classification, issuance and admission to trading of cryptoassets, as well as for the provision of services on…more

Cryptoassets, EU, Financial Markets, Financial Services Industry, FinTech

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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2024 Insights: Antitrust

As US Antitrust Agencies Double Down on Merger Enforcement Approach, New Deal Strategies Emerge The DOJ and FTC continue to pursue an aggressive merger enforcement agenda with new merger guidelines and filing requirements…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Enforcement Actions, EU

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Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A With…more

Aiding and Abetting, Appeals, Appraisal Rights, Board of Directors, Breach of Duty

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NYSE Revises Exceptions to Shareholder Approval Rules

On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The amendment…more

Amended Rules, Common Stock, Nasdaq, NYSE, Publicly-Traded Companies

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New Proposed Regulations Would Affect the Taxation of US Real Estate for Foreign Investors

On December 28, 2022, the Treasury Department released a set of proposed regulations that, if finalized, would alter key rules affecting many real estate funds, sovereign wealth funds and other foreign investors in U.S. real…more

Foreign Investment, Investors, Proposed Regulation, Real Estate Market, REIT

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The Informed Board - Spring 2023

Changing CEOs is one of the most critical decisions any board faces. In this issue of The Informed Board, we offer tips on how to avoid the mistakes we most often see. We also explain the problems companies could face if the FTC…more

Acquisitions, Artificial Intelligence, Banking Sector, Board of Directors, CEOs

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Food and Beverage Labeling Litigation: Recent Trends

The food and beverage industries introduced numerous technologies and products over the past year and a half that have raised new questions about advertising practices and presented novel legal issues regarding how goods are…more

Beverage Manufacturers, Coronavirus/COVID-19, False Advertising, Federal Trade Commission (FTC), First Amendment

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SEC Approves New Model for Auditor Reports

On October 23, 2017, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board’s (PCAOB) proposed new model for auditor reports. As we covered in our alert when the PCAOB adopted…more

Audit Reports, Auditors, PCAOB, Securities and Exchange Commission (SEC)

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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GILTI Conscience Podcast | An In-Depth Look at International Tax in Africa: Part 1

In the first of a two-part “GILTI Conscience” series, we detail transfer pricing across the African continent, as well as taxation in the region generally. Skadden partners Nate Carden and David Farhat and associates Mayté…more

Africa, Tax Planning, Transfer Pricing

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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IRS Issues Initial Guidance for New Excise Tax on Stock Buybacks and Corporate Alternative Minimum Tax

On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were…more

Acquisitions, Alternative Minimum Tax, Bootstrapping, Corporate Counsel, Excise Tax

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Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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House Bill To Revise Community Reinvestment Act Would Put New Focus on Fair Lending

Legislation introduced on September 15, 2022 by Maxine Waters (D-Cal.), chair of the House Committee on Financial Services, would significantly revise the Community Reinvestment Act (CRA), adding a number of new substantive and…more

Banking Sector, Community Reinvestment Act, Fair Lending, Financial Institutions, Financial Services Industry

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Challenge to Supermarket Merger Highlights FTC’s New Focus on Labor Markets

On February 26, 2024, after a 16-month investigation, the Federal Trade Commission (FTC) sued The Kroger Company and Albertsons Companies, Inc. in the U.S. District Court of Oregon to try to block their $24.6 billion merger…more

Antitrust Litigation, Antitrust Provisions, Blocked Mergers, Competition, Department of Justice (DOJ)

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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AI and Patent Law: Balancing Innovation and Inventorship

A new surge in business innovation has arrived as companies take advantage of the unique efficiencies and benefits of artificial intelligence (AI). Recent news headlines about chatbots like ChatGPT and Bard highlight the…more

Artificial Intelligence, Bots, Business Operations, Copyright, Innovative Technology

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Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery…more

Acquisitions, Aiding and Abetting, Board of Directors, Breach of Duty, CEOs

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2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures and…more

Annual Meeting, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Filing Requirements

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DOJ and FTC Release Final 2023 Merger Guidelines Formalizing Aggressive Merger Enforcement Playbook

On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects…more

Acquisitions, Department of Justice (DOJ), Draft Guidance, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Ruling on Issue of First Impression, Ninth Circuit Issues Decision on Statutory Standing in Direct Listing Cases

On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under Sections…more

Capital Markets, Direct Listing, Initial Public Offering (IPO), NYSE, Publicly-Traded Companies

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New US Efforts To Prosecute Sanctions Evasion and Export Control Violations May Require Compliance Programs To Be Updated

DOJ Increases Resources To Investigate and Prosecute Sanctions Evasion and Export Control Violations - On March 2, 2023, during a keynote speech at the American Bar Association’s annual White Collar Crime National Institute,…more

Anti-Corruption, Bureau of Industry and Security (BIS), Compliance, Corporate Entities, Criminal Prosecution

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"Extenders Bill Makes Important REIT Reforms and Closes Door on REIT Spinoffs"

President Obama signed into law a bill that will significantly reform the taxation of real estate investment trusts (REITs). Most notably, the Protecting Americans from Tax Hikes Act of 2015 (the Bill) prevents companies from…more

Capital Gains, Corporate Taxes, FIRPTA, REIT, Spinoffs

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Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

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"Insights Conversations: M&A"

Skadden M&A partners Steve Arcano, Tom Kennedy (moderator), Jeremy London, Amr Razzak and Rodd Schreiber discussed their perspectives on M&A activity in 2015 and the outlook for 2016. The conversation covered the current…more

Acquisitions, Antitrust Investigations, Board of Directors, Institutional Investors, Mergers

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"Bank Regulators Eye Leveraged Lending"

Historically low interest rates in the United States have helped to fuel tremendous growth in leveraged loans. Leveraged loan volume in 2013 surpassed record levels set just prior to the global financial crisis, as banks and…more

Banks, FDIC, Federal Reserve, Financial Regulatory Reform, Leveraged Loans

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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FCA Preserves Key Tool for Activists in Listing Rules Reform

Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The…more

Board of Directors, Capital Markets, Disclosure, EU, Financial Conduct Authority (FCA)

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Litigation and Investigation Implications for Companies Adopting GenAI

Generative artificial intelligence (GenAI) has seen a rapid expansion in personal and commercial use. Tools such as ChatGPT have helped to automate mundane tasks, create first drafts of communications and streamline research…more

Artificial Intelligence, Automation Systems, Bots, Business Development, Business Strategies

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Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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How the New Proxy Rules Will Affect US Companies Facing Activist Campaigns

Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident shareholder…more

Activist, Board of Directors, Bylaws, New Rules, Proxy Season

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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The Evolving Telephone Consumer Protection Act Landscape Post-Duguid

Key Points Telephone Consumer Protection Act (TCPA) litigation continues to pose significant risks to businesses that use calls, texts and faxes to engage with consumers. The U.S. Supreme Court’s unanimous decision in Facebook,…more

ATDS, Auto-Dialed Calls, Corporate Counsel, Facebook Inc v Duguid, FCC

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Data Protection Rulings by European Regulators Offer Insights Into Their Security Expectations

Valuable insights into the measures European regulators expect businesses to take to protect data privacy can be found in a report from the European Data Protection Board (EDPB) summarizing decisions under the EU’s General Data…more

Data Breach, Data Controller, Data Protection, Data Security, Enforcement

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Investment Management Update - November 2023

...SEC Adopts Amendments to Fund Names Rule - On September 20, 2023, the U.S. Securities and Exchange Commission (SEC) adopted amendments to Rule 35d-1 under the Investment Company Act of 1940 (the Fund Names Rule) as well as…more

Anti-Money Laundering, Beneficial Owner, Broker-Dealer, Business Development, Compliance

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AI Insights: Biden Administration Passes Sweeping Executive Order on Artificial Intelligence

On October 30, the U.S. government released its long-awaited, sweeping executive order (the AI EO or Order) on artificial intelligence (AI). The Order directs various U.S. government departments and agencies to evaluate AI…more

Artificial Intelligence, Biden Administration, Compliance, Copyright, Corporate Governance

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Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery…more

Acquisitions, Aiding and Abetting, Board of Directors, Breach of Duty, CEOs

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Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the…more

Investment Management, IRS, Partnership Interests, Private Equity, Private Equity Funds

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UK Court of Appeal Comments on UK Sanctions Ownership and Control Test

On 6 October 2023, the UK Court of Appeal (the Court of Appeal) delivered its judgment in Mints v. PJSC National Bank Trust and PJSC Bank Otkritie.1 In its decision, the Court of Appeal confirmed that English courts can enter…more

Appeals, Asset Freeze, Control Test, EU, Litigation Fees & Costs

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"Key Takeaways: Fifth Annual Pharmaceutical and Medical Device Seminar"

On November 17, 2015, a group of Skadden attorneys and corporate counsel joined representatives from more than 20 life sciences companies to discuss U.S. enforcement issues companies throughout the industry face. The key…more

Anti-Kickback Statute, Attorney General, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions

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Cross-Border Investigations Update - September 2019

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of the…more

Anti-Money Laundering, Appeals, Blocking Statutes, Bribery, CFTC

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The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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GILTI Conscience Podcast | Spotlight Series: Pro Bono Opportunities in the Tax World

The latest episode of Skadden’s “GILTI Conscience” podcast spotlights how, despite perceptions to the contrary, tax attorneys have a wealth of opportunities to do pro bono work focused on their area of law. Hosts Nate Carden,…more

GILTI tax, Income Taxes, Pro Bono, Tax Planning

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"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we…more

Annual Meeting, Bylaws, Conflict Mineral Rules, Corporate Governance, Disclosure Requirements

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Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Delaware Courts Expand Plaintiffs’ Rights in Section 220 Cases

The rise in Section 220 demands (and related lawsuits) has resulted in several recent opinions that continue a trend in favor of greater access for stockholders to corporate books and records. These decisions, which are analyzed…more

Books & Records, Breach of Duty, Data Breach, Defense Strategies, Delaware General Corporation Law

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Reducing the Risk of ‘Greenwashing’ Litigation and Defending Actions That Are Filed

“Greenwashing” refers to the practice of making false or misleading claims about the environmental benefits of a product in order to represent it as more environmentally friendly than it actually is. Given consumers’ increasing…more

Business Litigation, Class Action, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG)

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DOJ and SEC Issue Second Edition of the FCPA Resource Guide

On July 3, 2020, the U.S. Department of Justice (DOJ) and U.S. Securities and Exchange Commission (SEC) jointly released the second edition of the “Resource Guide to the U.S. Foreign Corrupt Practices Act,” which was originally…more

Accounting Controls, Acquisitions, Co-Conspirators, Compliance, Conspiracies

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Delaware General Corporation Law

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IRS Announces Plans To Increase Audits of Personal Use of Business Aircraft

On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual…more

Aircraft, Business Taxes, Business Travel, Corporate Taxes, Income Taxes

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Fintech Deal Landscape to Remain Active in 2018

A wide range of players participated in hundreds of financial technology (fintech) transactions in 2017, and the high level of global M&A and investment activity in fintech is expected to continue this year. Deals included…more

Acquisitions, Banking Sector, Cross-Border Transactions, Financial Institutions, FinTech

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Revirement de jurisprudence en matière de transfert de responsabilité pénale dans le cadre d’opérations de fusion-absorption

Le 25 novembre 2020, la Cour de cassation a opéré un revirement de jurisprudence important pour la pratique des affaires, en décidant que la responsabilité pénale d’une société absorbée, de nature à donner lieu à une peine…more

Acquisitions, Criminal Liability, Due Diligence, Foreign Investment, France

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Alert for Kentucky Legislative Lobbyists and Legislative Lobbyist Employers

Legislative lobbyists and legislative lobbyist employers in Kentucky are required to file monthly lobbying disclosures for periods covering January through April, and then every four months thereafter covering the rest of the…more

Disclosure, Ethics Commission, Lobbying, Lobbyists, New Regulations

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"The New SAFE Regulations: A Sea Change in PRC-Related Financing?"

New regulations issued by the State Administration of Foreign Exchange (SAFE) of the People’s Republic of China (the PRC) became effective on 1 June 2014. These regulations (the Regulations) will have a significant effect on the…more

China, Cross-Border Transactions, Financing, Lenders, SAFE

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The European Commission’s Revised Market Definition Notice: A New Approach to Digital Markets

On February 8, 2024, the European Commission (EC) adopted a revised Market Definition Notice (revised Notice). The revised Notice confirms the EC’s and EU courts’ existing approach to understanding dynamic and innovative markets…more

Antitrust Division, Competition, Competition Authorities, EU, European Commission

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IRS Announces Plans To Increase Audits of Personal Use of Business Aircraft

On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual…more

Aircraft, Business Taxes, Business Travel, Corporate Taxes, Income Taxes

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UK Publishes First Sanctions Strategy and New Licensing Guidance

On 22 February 2024, shortly before the second anniversary of Russia’s invasion of Ukraine, the UK government published its first sanctions strategy (the Strategy). The Strategy explains the UK’s use and implementation of…more

Belarus, Economic Sanctions, EU, Foreign Policy, International Trade

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In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January 2022,…more

Breach of Duty, Corwin Doctrine, Delaware, Disclosure Requirements, Fiduciary Duty

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UK Public M&A in 2020 – H2 Update

In this update, we consider certain key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced…more

Acquisitions, Coronavirus/COVID-19, Foreign Investment, Mergers, National Security

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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"IRS Issues Alert on Phishing Scheme to Obtain Payroll Data"

The Internal Revenue Service (IRS) recently issued an alert regarding a phishing email scheme in which cybercriminals pose as governmental officials or company executives and request employee payroll and tax data, including W-2s…more

Corporate Executives, Cyber Crimes, Email, Government Officials, IRS

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The Standard Formula Podcast | Group Supervision Under Solvency II

In our fourth installment of “The Standard Formula” Back to Basics series, host Robert Chaplin is joined by Feargal Ryan for a detailed discussion on group supervision under Solvency II. Topics covered include circumstances when…more

Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Prudential Regulation Authority (PRA), Solvency II

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"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - August 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe, including expanded reporting requirements for broadly defined cryptocurrency “brokers,” a state…more

Anti-Money Laundering, Bank Secrecy Act, BitMEX, Blockchain, CFTC

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AI and the Workplace: Employment Considerations

The use of artificial intelligence (AI) in the workplace is growing exponentially. Companies are looking to harness AI to improve productivity and efficiency as AI’s capabilities continue to expand. In doing so, employers should…more

Artificial Intelligence, Automated Decision Systems (ADS), EEO, Employees, Employer Liability Issues

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Monetizing Energy Tax Credits Is Clearly Tax-Free, Unless It’s Not

The Inflation Reduction Act (IRA) of 2022 includes an estimated $370 billion of energy-related credits, marking a historic effort to reduce greenhouse gas emissions. Significant new provisions include direct payment and…more

Energy Tax Incentives, Greenhouse Gas Emissions, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), Tax Credits

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Courts Weigh ERISA Fiduciary Duty Pleading Standards and Limit Arbitration Clauses

Takeaways - The Supreme Court heard arguments in December 2021 in a case that could raise the bar for pleading ERISA fiduciary claims. A split developed in the circuits in 2021 on the arbitrability of ERISA claims, with…more

401k, Breach of Duty, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Hughes v. Northwestern University

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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Video Gaming / E-Gaming Law Update – February 2022

[co-author: Avanthi Cole] Main Quest - How To Tell ROM From Right - As we review some of the more prominent legal issues that impacted the video game industry this past year and consider what 2022 may have in store, one…more

Copyright, DMCA, eSports, Gaming, Intellectual Property Protection

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Employment Flash - October 2020

This edition of Employment Flash summarizes key employment law issues, including the Department of Labor's proposal for determining independent contractor status, revised DOL regulations that clarify who qualifies for COVID-19…more

Administrative Procedure Act, Amended Rules, Arbitrary and Capricious, Bias, California

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Supreme Court Holds Item 303 Omissions Are Not Actionable Under Section 10(b) of Exchange Act

On April 12, 2024, the Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie Infrastructure Corporation v. Moab Partners, L.P. Justice Sonia Sotomayor delivered the opinion for the Court. The…more

Item 303, Macquarie Infrastructure Corp v Moab Partners LP, Misleading Statements, Omissions, Regulation S-K

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Video Gaming / E-Gaming Law Update - February 2021

The end of 2020 marked a major turning point for the video game industry on numerous fronts: The precipitous rise in popularity of — and participation in — esports (bolstered, in part, by stay-at-home orders due to the COVID-19…more

Biden Administration, DMCA, Endorsements, Entertainment Industry, eSports

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SEC Risk Alert Describes Examination Areas for Newly Registered Advisers

On March 27, 2023, the Securities and Exchange Commission’s (SEC’s) Division of Examinations issued a Risk Alert setting forth typical focus areas reviewed by the staff during its examinations of newly registered advisers. The…more

Advertising, Broker-Dealer, Compliance, Disclosure Requirements, Investment Adviser

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics…more

Board of Directors, Books & Records, Corporate Governance, Corporate Misconduct, Corporate Officers

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US Eases Sanctions on Venezuela in Connection With Electoral Roadmap

On October 18, 2023, following the signing of an electoral roadmap between Venezuela’s Unitary Platform and representatives of the Maduro regime, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC)…more

Citgo, Economic Sanctions, Export Controls, General Licenses, International Trade

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The Class Action Chronicle - Fall 2014

This is the fifth edition of The Class Action Chronicle, a quarterly publication that provides an analysis of recent class action trends, along with a summary of class certification and Class Action Fairness Act rulings issued…more

Antitrust Litigation, CAFA, Class Action, Class Certification, Fraud

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Inside the Courts – An Update From Skadden Securities Litigators - March 2022

Class Certification - Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs - Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -…more

Class Action, Class Certification, Delaware General Corporation Law, Derivative Suit, Enforcement Actions

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Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

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California District Court Dismisses Derivative Suit Against Facebook Board Members and Executives Challenging Alleged Lack of Diversity

On March 19, 2021, the United States District Court for the Northern District of California ordered the dismissal of Natalie Ocegueda v. Zuckerberg, Case No. 20-cv-04444-LB, a shareholder derivative suit purportedly on behalf of…more

Board of Directors, Demand Futility, Derivative Suit, Diversity, Facebook

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Three Unfolding Cases Could Shape Future Energy Litigation, and Perhaps Business Practices

A stream of judicial decisions in the pipeline will have important implications for the energy industry. The three cases discussed below are among those that energy litigators and industry professionals are watching in 2024…more

Appeals, Clean Air Act, Climate Change, Delaware, Energy Projects

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Skadden's 2019 Insights: Recent Trends in Renewable Energy

The renewable energy sector has benefited in recent years from its growing cost-competitiveness, favorable climate change-related policies, and significant new capital investment from traditional and nontraditional debt and…more

Climate Change, Construction Project, Energy Sector, Energy Tax Incentives, Environmental Policies

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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SPACs Considering German Targets Face Unique Challenges

Takeaways - German technology and mid-cap growth companies may find a combination with a U.S. SPAC appealing, but must prepare to meet public capital market requirements. Arranging adequate PIPE funding is crucial to the…more

Capital Markets, Corporate Governance, Initial Public Offering (IPO), Listing Rules, Private Investment in Public Equity (PIPEs)

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COVID-19: Germany Update - How Will the Pandemic Affect Private M&A Deals in Europe?

The COVID-19 pandemic has heavily disrupted M&A activity around the globe and many projects have been put on hold. However, as soon as the pandemic is beyond its peak and lockdown measures have been eased, sellers and buyers are…more

Acquisitions, Buyers, Coronavirus/COVID-19, EU, Fixed Price Contracts

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Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Involving the US and Latin America

NAFTA’s Future Looks Increasingly Uncertain - The United States, Mexico and Canada have now completed the fifth round of negotiations concerning the renegotiation of NAFTA, and the future of the treaty is looking increasingly…more

Anti-Corruption, Anti-Dumping Duty, Bonds, Canada, Cuba

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The Tax Court Offers a Mixed Bag in the Mylan Case

In Mylan, Inc. & Subsidiaries v. Commissioner, 156 T.C. No. 10 (April 27, 2021), the Tax Court held that legal expenses incurred by a manufacturer of generic pharmaceutical drugs for the preparation, assembly and transmittal of…more

Abbreviated New Drug Application (ANDA), FDA Approval, Food and Drug Administration (FDA), Generic Drugs, Internal Revenue Code (IRC)

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FTC and DOJ Propose Dramatic Expansion of HSR Filings’ Scope

On June 27, 2023, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the Agencies) jointly released a Notice of Proposed Rulemaking (NPRM) proposing sweeping changes to the premerger filings…more

Antitrust Division, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Thoughts for Boards of Directors on the COVID-19 Crisis

Although different in some important respects and rapidly evolving, the global pandemic shares many of the characteristics of other broadscale crisis situations that prior boards of directors have confronted and managed through…more

Board of Directors, Coronavirus/COVID-19, Corporate Governance, Customers, Cybersecurity

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US-Mexico Agreement Signals Mexican Foreign Investment Screening Body To Come

On December 7, 2023, U.S. Secretary of the Treasury Janet L. Yellen and Mexico’s Secretary of Finance and Public Credit Rogelio Ramírez de la O signed a Memorandum of Intent (MOI) to establish a bilateral working group to…more

Biden Administration, CFIUS, Cross-Border, FIRRMA, Foreign Direct Investment

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The Class Action Chronicle - December 2022

SCOTUS Leaves Standing 9th Circuit Ruling in Tuna Case That, at Certification, Plaintiffs Need Not Show Putative Class Has Few Unharmed Members - Litigation of the class certification question nearly always involves expert…more

Burden of Proof, Certiorari, Class Action, Class Certification, Consumer Litigation

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2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,…more

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

See all updates »

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Companies Amend Bylaws in Response to Activist ‘Placeholder Slate’ Tactic

In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor’s 500 index, have amended their bylaws to address the potential for a so-called “placeholder slate” of directors. The bylaw amendments…more

Activist, Board of Directors, Bylaws, Corporate Governance, Delaware General Corporation Law

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"Trump Infrastructure Plan May Open Opportunities for Projects"

After nearly two decades of widening concern over the declining state of U.S. infrastructure, it was not surprising that infrastructure became a central theme in the 2016 election cycle. Improving our nation’s transportation,…more

Construction Project, Federal Grants, Fixing America’s Surface Transportation Act (FAST Act), Infrastructure, Investment Tax Credits

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

See all updates »

Supreme Court Applies Statute of Limitations to SEC Disgorgement Orders

In a unanimous decision issued on June 5, 2017, the U.S. Supreme Court, in Kokesh v. SEC, 581 U.S. ___, held that disgorgement in securities enforcement cases is a “penalty” within the meaning of 28 U.S.C. § 2462, the general…more

Disgorgement, Enforcement Actions, Kokesh v SEC, Penalties, SCOTUS

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The Class Action Chronicle - November 2023

Fourth Circuit Holds That Class Action Waiver Issue Must Be Decided Before Certification and Questions Narrow Issue Classes - In In re Marriott International, Inc., 78 F.4th 677 (4th Cir. 2023), a panel of the U.S. Court of…more

Appeals, Appellate Courts, Class Action, Class Action Arbitration Waivers, Class Certification

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FTC Announces 2024 HSR Notification Thresholds and Filing Fees

On January 22, 2024, the Federal Trade Commission (FTC) announced revised notification thresholds under the Hart-Scott-Rodino Act (HSR Act). If a proposed merger, acquisition of stock, assets or unincorporated interests, or…more

Acquisitions, Antitrust Provisions, Civil Monetary Penalty, Department of Justice (DOJ), Federal Trade Commission (FTC)

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Cybersecurity Challenges and Incident Response Preparedness During the Coronavirus Pandemic

The spread of the novel coronavirus has upended Americans’ lives in a matter of months. While life outside has ground to a standstill in many regions of the country, much of corporate America is meeting the unique challenges…more

Best Practices, Coronavirus/COVID-19, Corporate Executives, Cyber Attacks, Cybersecurity

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A Growing Focus on Cybersecurity

President Joe Biden has been fulfilling his promise to prioritize cybersecurity in his administration: He issued several cybersecurity-related executive orders, and federal regulators under his administration also have turned…more

Biden Administration, Cybersecurity, Data Breach, Data Privacy, Data Protection

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The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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EU Court of Justice Faults European Commission for Expansive Interpretation of State Aid in Tax Rulings

On November 8, 2022, the Court of Justice of the European Union (CJEU), overturning the first instance EU General Court (General Court), annulled the European Commission’s (EC’s) decision that a Luxembourg tax ruling on Fiat’s…more

Court of Justice of the European Union (CJEU), EU, European Commission, International Tax Issues, Luxembourg

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Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Environmental Groups Have Sued Large German Companies To Reduce Their Products’ CO2 Emissions

Takeaways - Environmental groups have sued four large German companies, seeking to alter their products and activities to comply with climate goals far stricter than those set by German law. The cases derive in part from…more

BMW, Carbon Emissions, Climate Change, Environmental Policies, Environmental Social & Governance (ESG)

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EU Expands Restrictive Measures in 13th Russian Sanctions Package and Publishes Guidance

On 23 February 2024, the European Union (EU) adopted a 13th package of sanctions against Russia, imposing asset freezes on additional individuals and entities, expanding existing sectoral sanctions and further limiting Russia’s…more

Asset Freeze, Blocking Sanctions, Economic Sanctions, EU, Export Controls

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Seventh Circuit Decision Outlines Framework To Allow Courts To Evaluate Individual Mootness Fees in Merger Challenge Lawsuits

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal of…more

Corporate Governance, Federal Rules of Civil Procedure, Mergers, Mootness, Publicly-Traded Companies

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FinCEN Issues Long-Awaited Proposed Rule To Implement New Beneficial Ownership Reporting Requirements

On December 7, 2021, the Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued a highly anticipated notice of proposed rulemaking (the Proposed Rule) to implement the beneficial ownership reporting…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), Financial Institutions

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The E-Discovery Digest - March 2018

The ninth edition of The E-Discovery Digest focuses on recent decisions addressing the scope and application of the attorney-client privilege and work-product doctrine, spoliation, and discovery responses…more

Adverse Inference Instructions, Attorney-Client Privilege, Corporate Counsel, Cost-Shifting, Destruction of Evidence

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SEC Climate Disclosure Rules: Your Questions Answered

The Securities and Exchange Commission’s climate-related disclosure rules pose a host of issues for companies. Below are answers from Skadden’s SEC Reporting and Compliance and Environmental Groups to some of the questions…more

Climate Change, Corporate Counsel, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Are the FTC and DOJ Losing Antitrust Battles but Gaining Ground?

The Department of Justice (DOJ) Antitrust Division — for the third time in the span of a year — recently failed to convince a jury that alleged agreements to fix or stabilize labor markets should be punished criminally. It was…more

Acquisitions, Antitrust Division, Competition, Department of Justice (DOJ), Enforcement Actions

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EU Adopts First of a Series of Voluntary Cybersecurity Certification Schemes

On January 31, 2024, the European Commission (EC) adopted the first of a series of initiatives to harmonize cybersecurity certification across the EU: the European Cybersecurity Scheme on Common Criteria (EUCC). While EUCC…more

Certifications, Cybersecurity, Data Privacy, Data Protection, EU

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Insights: The Delaware Edition - December 2023

In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics…more

Board of Directors, Books & Records, Corporate Governance, Corporate Misconduct, Corporate Officers

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Uptier Exchange Transactions Remain in Vogue, Notwithstanding Litigation Risk

The U.S. leveraged loan market has grown exponentially since the end of the Great Recession. From 2010 to 2020, loan volumes have risen from approximately $500 billion to nearly $1.2 trillion. This ballooning loan volume can be…more

Capital Markets, Collateralized Loan Obligations, Corporate Restructuring, Covenant of Good Faith and Fair Dealing, Implied Covenants

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Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga

In this episode of our “Fierce Competition” podcast, European antitrust/competition co-head Ingrid Vandenborre, partner Julia York and counsel Michael Sheerin dissect the Illumina-Grail merger challenge, which spanned three…more

Acquisitions, Antitrust Provisions, Competition, Competition Authorities, EU

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Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;…more

#MeToo, Compensation & Benefits, Contract Terms, Corporate Governance, Disclosure Requirements

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Will Europe’s M&A Boom Survive Stricter Regulation, Shareholder Resistance and COVID?

Takeaways - Although deal flow continues to be strong, stricter antitrust and national security reviews may pose obstacles for some mergers. Financial sponsors remain very active, and with more corporate divestitures appearing…more

Acquisitions, CFIUS, Competition, Competition Authorities, Coronavirus/COVID-19

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Newly Proposed Regulations Provide Much-Needed Guidance on Federal Energy Tax Credit Monetization Provisions

On June 21, 2023, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published proposed regulations (88 FR 40528 and 88 FR 40496) under two key provisions of the Inflation Reduction Act of 2022 (IRA) designed…more

Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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China Intends To Ease Controls Over Cross-Border Data Transfers

On September 28, 2023, the Cyberspace Administration of China (CAC) published the draft Provisions on Regulating and Promoting Cross-Border Data Transfers (Draft Provisions). If adopted into law in their current form, the Draft…more

China, Cross-Border, Cross-Border Transactions, Cybersecurity, Data Privacy

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Convertible Notes, Accelerated Share Repurchases and Other Equity-Linked Instruments: Challenges and Opportunities in 2023

Increased volatility and reductions in asset values in the equity markets, coupled with rising interest rates and a slowing macroeconomic environment, have affected a wide range of equity-linked products. Continuation of these…more

Borrowers, Convertible Notes, Equity, Interest Rates, Investment

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"Antitrust and Competition: Trends in US and EU Merger Enforcement"

Merger activity in 2015 was at its highest level in years, and competition authorities in the U.S. and European Union continued to be very aggressive, challenging a number of high-profile deals in court and causing some parties…more

Antitrust Investigations, Comcast, Competition, Corporate Counsel, Department of Justice (DOJ)

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Recent Antitrust Developments Underscore Administration’s Focus on Labor Markets

As the Biden Administration enters its second year, the White House and antitrust enforcers at the Department of Justice (DOJ) and the Federal Trade Commission (FTC) continue to focus on the intersection between antitrust and…more

Antitrust Provisions, Biden Administration, Competition, Coronavirus/COVID-19, Department of Justice (DOJ)

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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HHS Office for Civil Rights Reaches Second Health Care Ransomware Settlement

The Department of Health and Human Services (HHS) Office for Civil Rights (OCR) recently announced its second settlement in four months growing out of a ransomware attack on a health care business. Maryland-based Green Ridge…more

Corrective Action Plans (CAPs), Cyber Attacks, Department of Health and Human Services (HHS), Enforcement Actions, Health Insurance Portability and Accountability Act (HIPAA)

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New Rules, Enforcement Actions Make Financial Institutions’ Planning for Cyberattacks Even More Imperative

Takeaways - Implementing strong cybersecurity practices helps companies prepare for future regulatory requirements. Incident-response plans must enable financial institutions to give timely and accurate notifications to…more

California Consumer Privacy Act (CCPA), Cyber Attacks, Cybersecurity, Data Security, Enforcement Actions

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Data Protection Rulings by European Regulators Offer Insights Into Their Security Expectations

Valuable insights into the measures European regulators expect businesses to take to protect data privacy can be found in a report from the European Data Protection Board (EDPB) summarizing decisions under the EU’s General Data…more

Data Breach, Data Controller, Data Protection, Data Security, Enforcement

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SPACs: Reshaping M&A and IPOs for European Companies

Special purpose acquisition companies (SPACs), also referred to as “blank check” companies, have reached record numbers in the United States, with 242 SPACs conducting an initial public offering (IPO) on either NYSE or Nasdaq…more

Acquisitions, EU, Initial Public Offering (IPO), Mergers, Private Investment in Public Equity (PIPEs)

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Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Protecting Lives Without Destroying Jobs — Using Technology To Suppress COVID-19

Many countries around the world are being forced to watch as the only tool they have to suppress COVID-19 — social distancing — causes unprecedented damage to their economies. Because suppression measures may be required until a…more

Contact Tracing, Coronavirus/COVID-19, Cybersecurity, Data Privacy, Food and Drug Administration (FDA)

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"Key Takeaways - Energy M&A Webinar Series: Utility M&A Update"

On January 28, 2016, Skadden hosted a webinar titled “Utility M&A Update,” the first installment of a three-part Energy M&A Webinar Series focused on transactional trends in the energy industry. The program, which drew 140…more

Energy Sector, Foreign Investment, Industry Consolidation, Merger Agreements, Natural Gas

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IRS Issues Interim Guidance to Staff on Reviewing and Accepting Advance Pricing Agreement Submissions

The Internal Revenue Service (IRS) recently released instructions for employees that may have the effect of deterring some companies from submitting advance pricing agreement (APA) requests. That, in turn, could introduce more…more

Advance Pricing Agreements, Interim Guidance, IRS, Multinationals, New Rules

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Utah Becomes First State To Enact AI-Centric Consumer Protection Law

On March 13, 2024, Utah enacted the Utah Artificial Intelligence Policy Act (UAIP), which imposes certain disclosure requirements on entities using generative AI tools with their customers, and limits an entity’s ability to…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Cybersecurity, Disclosure Requirements

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The Supreme Court’s Business Docket for the October 2018 Term

On September 26, 2018, Skadden hosted a webinar titled “US Supreme Court October 2018 Term.” Topics included some of the key business-related cases on the Supreme Court’s docket, including cases addressing antitrust, foreign…more

Air and Liquid Systems Corp et al v Devries et al, America Invents Act, Antitrust Litigation, Apple Inc v Pepper, Arbitrators

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DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

On March 7, 2024, Deputy Attorney General (DAG) Lisa Monaco announced that the Department of Justice (DOJ) will soon launch a new monetary reward program for people who provide information about corporate or financial…more

Asset Recovery, Corporate Misconduct, Department of Justice (DOJ), Financial Institutions, Money Laundering

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Seventh Circuit Decision Outlines Framework To Allow Courts To Evaluate Individual Mootness Fees in Merger Challenge Lawsuits

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal of…more

Corporate Governance, Federal Rules of Civil Procedure, Mergers, Mootness, Publicly-Traded Companies

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Tax Enforcement: A Spotlight on Complex Partnership Structures

The boost in funding for the Internal Revenue Service (IRS) provided in the Inflation Reduction Act of 2022 (IRA) comes just as it has started rolling out in earnest programs focusing on auditing complex partnership structures…more

Audits, Enforcement, Enforcement Actions, FATCA, Filing Requirements

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The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors, but…more

Antitrust Division, Biden Administration, Buyers, Competition, Corporate Counsel

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"Shifting Burdens: Structuring a Rule of Reason in Reverse-Payment Cases"

The U.S. Supreme Court’s 2013 decision in Federal Trade Commission v. Actavis, Inc. triggered a flurry of judicial activity in relation to pharmaceutical patent settlements allegedly involving reverse payments from patent…more

Anti-Competitive, Antitrust Violations, Burden of Proof, Burden-Shifting, FTC v Actavis

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Food and Beverage Labeling Litigation: Recent Trends

The food and beverage industries introduced numerous technologies and products over the past year and a half that have raised new questions about advertising practices and presented novel legal issues regarding how goods are…more

Beverage Manufacturers, Coronavirus/COVID-19, False Advertising, Federal Trade Commission (FTC), First Amendment

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Privacy & Cybersecurity Update - May 2020

In this month's edition of our Privacy & Cybersecurity Update, we examine the Seventh Circuit's ruling finding standing for an Illinois Biometric Information Privacy Act claim, the European Data Protection Board's updated…more

Appeals, Biometric Information Privacy Act, Blocked Mergers, Bulk Electric System, Business Interruption

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Revisions to the DOJ’s Corporate Criminal Enforcement Policy Will Require Companies To Reevaluate Their Compliance Systems

In a recently published memorandum, Deputy Attorney General (DAG) Lisa Monaco announced important updates to the U.S. Department of Justice’s (DOJ’s) approach to investigating and prosecuting corporate crimes. In the document,…more

Compliance, Corporate Crimes, Criminal Investigations, Criminal Prosecution, Department of Justice (DOJ)

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Insights: The Delaware Edition - June 2023

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery…more

Acquisitions, Aiding and Abetting, Board of Directors, Breach of Duty, CEOs

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Biden Administration Signals Its Intention To Be Tougher on Corporate Crime

Forecasting the enforcement priorities of the Department of Justice (DOJ) under a new administration is difficult at best. However, the Biden administration is widely expected to be tougher on corporate crime than its…more

Anti-Bribery, CFTC, Corporate Governance, Corporate Misconduct, Department of Justice (DOJ)

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The Informed Board Podcast | CEO Succession Planning on a Clear Day

Succession planning for senior management should be an annual process, managed by the board. Our panel discusses best practices, including how to develop multiple and next-level candidates, how to keep internal candidates…more

Board of Directors, Business Succession, CEOs, Closely Held Businesses, Corporate Governance

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Environmental Groups Have Sued Large German Companies To Reduce Their Products’ CO2 Emissions

Takeaways - Environmental groups have sued four large German companies, seeking to alter their products and activities to comply with climate goals far stricter than those set by German law. The cases derive in part from…more

BMW, Carbon Emissions, Climate Change, Environmental Policies, Environmental Social & Governance (ESG)

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EU Adopts First of a Series of Voluntary Cybersecurity Certification Schemes

On January 31, 2024, the European Commission (EC) adopted the first of a series of initiatives to harmonize cybersecurity certification across the EU: the European Cybersecurity Scheme on Common Criteria (EUCC). While EUCC…more

Certifications, Cybersecurity, Data Privacy, Data Protection, EU

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The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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The SEC Proposes Expanding Reporting Requirements for Investment Companies

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) approved new proposed rules, forms and amendments that would expand the information that registered investment companies1 are required to report. The SEC’s…more

Compliance, Derivatives, Financial Statements, Form N-CEN, Form N-PORT

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Commerce Department Seeks Comment on Restrictions on ‘Connected Vehicle’ Components From ‘Foreign Adversaries’

The U.S. Department of Commerce is soliciting comment on possible restrictions on “connected vehicle” components obtained from “foreign adversaries.” On March 1, 2024, the department’s Bureau of Industry and Security (BIS)…more

Advanced Notice of Proposed Rulemaking (ANPRM), Automotive Industry, Bureau of Industry and Security (BIS), Comment Period, Connected Cars

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From Solvency II to Solvency UK: The UK Government Announces Its Post-Brexit Solvency II Reforms

Following the UK’s departure from the European Union (Brexit) on December 31, 2020, the UK is now exercising its freedom to move away from key EU insurance prudential regulatory standards. These moves include liberalization of…more

EU, Financial Conduct Authority (FCA), Financial Services Industry, Insurance Industry, Prudential Regulation Authority (PRA)

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Developing a Diverse Workforce

Issues of racial equality have at times dominated news cycles this year. Against this backdrop, and notwithstanding the other challenges of 2020, many employers are working to meaningfully enhance their approaches to attracting…more

Affirmative Action, Civil Rights Act, Diversity, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC)

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DOJ Steps Up Corporate Criminal Enforcement, Looks More Broadly at Past Misconduct

Takeaways - The DOJ will take a more proactive approach to FCPA investigations. Companies seeking cooperation credit must disclose information about all culpable individuals, not just those “substantially involved” in…more

Compliance, Corruption, Criminal Investigations, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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In Response to COVID-19, Federal Reserve Establishes ‘TALF 2.0’

On March 23, 2020, as part of its response to support the flow of credit to consumers and businesses in the face of the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (Federal Reserve) announced the…more

Asset-Backed Securities, Coronavirus/COVID-19, Federal Funding, Federal Reserve, Financial Distress

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New York Court of Appeals Ruling Could Shift Negotiating Leverage to Holdout Noteholders in Out-of-Court Restructurings

The New York Court of Appeals’ recent 4-3 opinion in CNH Diversified Opportunities Master Account, L.P. v. Cleveland Unlimited, Inc., 2020 WL 6163305 (NY Oct. 22, 2020), could provide minority noteholders with additional…more

Asset Purchase Agreements, Breach of Contract, Forbearance Agreements, Foreclosure, Indenture Trustee

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Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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How To Guard Against a Short Attack, and How To Respond if Faced With One

The Nature of Short Selling Attacks and Short Reports - Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance…more

Board of Directors, Corporate Governance, Crisis Management, Publicly-Traded Companies, Risk Management

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Tax Court Rules IRS Lacks Authority To Assess Penalties Under Section 6038

On April 3, 2023, the Tax Court ruled in Farhy v. Commissioner1 that the Internal Revenue Service (IRS) lacks the authority to assess penalties under Section 6038(b) of the Internal Revenue Code (the Code) and may not proceed…more

Enforcement Actions, Internal Revenue Code (IRC), IRS, Tax Court, Tax Forms

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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A Fracturing Data Environment: Executive Order Portends Major Changes to US Data Management

On February 28, 2024, President Biden issued Executive Order 14117 (the EO) on “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” that would regulate…more

Biden Administration, CFIUS, Cybersecurity, Data Privacy, Department of Justice (DOJ)

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Hong Kong Regulatory Update - March 2024

查看中文 This update provides an overview of key regulatory developments in the fourth quarter of 2023 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their advisers. It…more

Board of Directors, Capital Markets, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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DOJ and FTC Release Final 2023 Merger Guidelines Formalizing Aggressive Merger Enforcement Playbook

On December 18, 2023, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) released the final 2023 Merger Guidelines (the Guidelines). While the final version of the Guidelines reflects…more

Acquisitions, Department of Justice (DOJ), Draft Guidance, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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"Recent Court of Appeals Decision Provides Hope for Taxpayers Fighting for Congressionally Sanctioned Tax Benefits"

For the second time in just over a year, the U.S. Court of Appeals for the Sixth Circuit reversed the United States Tax Court and affirmed the right of a taxpayer to structure its affairs in a manner that takes into account tax…more

Appeals, Business Taxes, Dividends, Internal Revenue Code (IRC), Investment Funds

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IRS Rolls Out Long-Planned Strategy Targeting Large Partnerships and High-Wealth Individual Taxpayers

On September 8, 2023, Internal Revenue Service (IRS) Commissioner Danny Werfel announced the rollout of a coordinated enforcement strategy that will involve audits of returns filed by 75 of the largest partnerships operating in…more

Enforcement Actions, Estate Planning, Inflation Reduction Act (IRA), Investment Management, IRS

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Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,…more

Annual Meeting, Beneficial Owner, Board of Directors, Business Entities, Business Ownership

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One Year of COVID-19: The Government’s Efforts To Address CARES Act Fraud

Over the course of a year beginning in March 2020, starting with the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the U.S. government has approved trillions of dollars in relief funds in efforts to keep the…more

CARES Act, Coronavirus/COVID-19, Criminal Investigations, Economic Injury Disaster Loans, False Claims Act (FCA)

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California’s Data Deletion Law Imposes a Host of New Obligations on Data Brokers

On October 10, 2023, California Gov. Gavin Newsom signed into law Senate Bill 362, also known as the Delete Act, allowing California residents to have their personal information deleted by all registered data brokers operating…more

Audits, California, California Privacy Protection Agency (CPPA), Compliance, Data Brokers

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Post-Schrems II: European Data Protection Board’s Recommendations Bring Further Clarity and Practical Steps Regarding International Data Flows

On November 10, 2020, the European Data Protection Board (EDPB) adopted its long-awaited recommendations on (1) measures that supplement transfer tools to ensure transfers of personal data outside the European Economic Area…more

Cybersecurity, Data Protection, EU-US Privacy Shield, European Data Protection Board (EDPB), European Economic Area (EEA)

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Recent Trends in China-Related Cross-Border Enforcement

Key Points and Practical Advice In February 2022, the U.S. Department of Justice (DOJ) announced that the China Initiative, launched in November 2018 to counter perceived threats to U.S. national security from China, was “not…more

China, Cross-Border, Department of Justice (DOJ), Enforcement Actions, Export Controls

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Ripple Labs : District Court Holds That Direct Digital Token Sales Constituted Investment Contracts Under Howey, but Other Transactions Did Not

On July 13, 2023, Judge Torres of the U.S. District Court for the Southern District of New York issued a much-awaited summary judgment decision in SEC v. Ripple Labs, Inc., No. 1:20-cv-10832-AT-SN (S.D.N.Y. July 13, 2023), that…more

Cryptocurrency, Digital Assets, Enforcement Actions, Ripple, Securities Act of 1933

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SEC Extends Relief, Staff Offers Further Guidance and Flexibility to Companies Affected by COVID-19

On March 25, 2020, the U.S. Securities and Exchange Commission (SEC) issued a modified order extending the time period during which public companies impacted by COVID-19 may delay by 45 days SEC filings that otherwise would (or…more

Coronavirus/COVID-19, Disclosure Requirements, Filing Requirements, New Guidance, Publicly-Traded Companies

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Updated Guide to the Main Street Lending Program

The Main Street lending program is a key component of the federal government's response to the economic impact of the COVID-19 pandemic. Implemented and primarily funded by the Federal Reserve, the program is expected to…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

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"Big Data an Ongoing Concern for EU Competition Law"

The question of how "big data" should be treated in merger control and antitrust enforcement was a key issue for the European Commission and national regulators in European Union member states in 2016, with competition…more

Antitrust Investigations, Big Data, Competition, Competition Authorities, Data Protection

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OCC’s Recent ‘Shelf’ Charter Approval Revives Mechanism for Broader Participation in Failed Bank Auctions

The Office of the Comptroller of the Currency (OCC) recently approved an organizing group for a “shelf” charter, reviving a mechanism first introduced during the 2008-11 financial crisis to allow for broader participation by…more

Acquisition Finance, Banking Sector, FDIC, Federal Reserve, Financial Institutions

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Recent Actions by the Fed Show Its Continued Cautious Approach to Cryptoasset Activities by Supervised Institutions

In the past year, the Board of Governors of the Federal Reserve System (the Board) Biden administration officials, and other U.S. banking regulators have repeatedly voiced growing concerns about certain cryptoasset activities…more

Banking Regulators, Banking Sector, Banks, Biden Administration, Blockchain

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New DOJ Merger Remedies Manual: Preference for Structural Remedies and Private Equity Buyers

On September 3, 2020, the Department of Justice's Antitrust Division (the DOJ) issued its new Merger Remedies Manual (the Manual), which provides the framework the DOJ will utilize going forward to implement relief in mergers…more

Department of Justice (DOJ), Divestiture, Federal Trade Commission (FTC), Horizontal Mergers, Merger Remedies

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US Tax Reform Update: Early Impact and Trends

Six months after the most significant U.S. tax reform legislation since 1986 was signed into law, it is still too early to predict the long-term effects. A number of technical uncertainties remain, and taxpayers are continuing…more

Acquisitions, Capital Structures, Corporate Structures, Corporate Taxes, Double Taxation

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

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Leveling the Playing Field for Closed-End Funds: Shareholder Rights Plans as an Alternative to State Control Share Statutes

On December 5, 2023, the U.S. District Court for the Southern District of New York (SDNY) granted summary judgment in favor of a group of plaintiffs led by Saba Capital Management, L.P. in its case challenging a number of…more

Appeals, Investment Company Act of 1940, Investment Management, Securities and Exchange Commission (SEC), Securities Litigation

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

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COVID-19 Pandemic Small Business Lending Under the CARES Act’s Paycheck Protection Program

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which became law on March 27, 2020, authorized $349 billion for the Small Business Administration (SBA) to guarantee loans under Section 7(a) of the Small…more

Borrowers, CARES Act, Due Diligence, Lenders, Loan Forgiveness

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The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this…more

Acquisitions, Activist, Artificial Intelligence, Board of Directors, Canada

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Current Bounds on Books and Records Demands

For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior…more

Board of Directors, Books & Records, Bylaws, Corporate Counsel, Corporate Governance

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The Class Action Chronicle - November 2023

Fourth Circuit Holds That Class Action Waiver Issue Must Be Decided Before Certification and Questions Narrow Issue Classes - In In re Marriott International, Inc., 78 F.4th 677 (4th Cir. 2023), a panel of the U.S. Court of…more

Appeals, Appellate Courts, Class Action, Class Action Arbitration Waivers, Class Certification

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2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, China

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Key Insights for Dealmakers Confronting Washington’s Aggressive Approach to Merger Reviews

As part of the Biden administration’s avowedly aggressive approach to antitrust enforcement, it has challenged a number of high-profile mergers in court over the past two and a half years. While the track record of the…more

Acquisitions, Antitrust Division, Biden Administration, Competition, Corporate Counsel

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SOX-Liter: Changes to the UK Corporate Governance Landscape

The UK government has proposed a number of measures — both legislative and regulatory — to restore trust in audit and corporate governance and maintain the UK’s reputation as a home of sound corporate governance. Some of these…more

Capital Markets, Corporate Governance, Stakeholder Engagement, UK

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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FTC Invites Comment on Online Ticket Sales, Examines GAO Report

The Federal Trade Commission (FTC) recently announced that it will hold a series of public hearings examining whether changes in the economy, evolving business practices, new technologies or international developments might…more

Competition, Consumer Protection Laws, Enforcement Actions, Entertainment Industry, Event Tickets

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The New CCI Regulations: Changes to the UK PRIIPs Regime

Following a series of consultations, and as part of its wider overhaul of the UK’s financial services regime, in November 2023, the UK government published a draft statutory instrument that will replace existing European…more

EU, Financial Institutions, Financial Markets, Financial Regulatory Reform, Financial Services Industry

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Supreme Court: Parties Cannot Appeal PTAB Decision To Institute Inter Partes Review of Allegedly Time-Barred Claims

On April 20, 2020, the U.S. Supreme Court issued a 7-2 decision in Thryv, Inc. v. Click-To-Call Technologies, LP, ruling Section 314(d) of the America Invents Act (AIA) precludes the appeal of a decision by the Patent Trial and…more

§ 314(d), § 315(b), §314(a), §314(b), America Invents Act

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Recent Delaware Bankruptcy Rulings Address Whether a Plan of Reorganization Can Deny a ‘Make-Whole’ Payment Without Impairing Lenders’ Claims

Takeaways - “Make-wholes” — one-off payments required if debt is prepaid or, in certain cases, otherwise accelerated — have generated litigation, with debtors contending they can continue to pay lenders under the debt’s…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Make-Whole Premium, Noteholders

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The European Commission’s Revised Market Definition Notice: A New Approach to Digital Markets

On February 8, 2024, the European Commission (EC) adopted a revised Market Definition Notice (revised Notice). The revised Notice confirms the EC’s and EU courts’ existing approach to understanding dynamic and innovative markets…more

Antitrust Division, Competition, Competition Authorities, EU, European Commission

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OFAC and FinCEN Announce First Parallel Enforcement Actions in the Virtual Currency Space

On October 11, 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the Financial Crimes Enforcement Network (FinCEN) announced settlements for approximately $24 million and $29 million,…more

Bank Secrecy Act, Cryptocurrency, Enforcement Actions, FinCEN, Office of Foreign Assets Control (OFAC)

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"Key Takeaways: Changes Will Impact Investment in US Real Estate"

On May 4, 2016, Skadden presented the seminar “How FIRPTA and REIT Changes Will Impact Investment in US Real Estate.” Congressman Joseph Crowley, D-N.Y., gave the introductory remarks, and panelists included Jeffrey DeBoer,…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, Real Estate Investments

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US Supreme Court Holds That Adding ‘.com’ to Generic Name May Create Protectable Trademark

On June 30, 2020, the U.S. Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B.V. and resolved a circuit split by ruling that adding “.com” to the end of an otherwise generic name may render…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at…more

Board of Directors, Corporate Governance, Corporate Sales Transactions, Investors, Publicly-Traded Companies

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Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

See all updates »

AI Insights: In AI Training Case Brought by Thomson Reuters, Court Denies Summary Judgment

In AI Training Case Brought by Thomson Reuters, Court Denies Summary Judgment - In Thomson Reuters v. Ross Intelligence, a district court largely denied the parties’ cross motions for summary judgment and held that a number…more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Fair Use

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The Class Action Chronicle - Winter 2017

In this issue, we cover two decisions granting motions to strike/dismiss class claims, three decisions denying such motions, 26 decisions denying class certification or reversing grants of class certification, 22 decisions…more

CAFA, Class Action, Class Certification, Corporate Counsel, Decertification

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Antitrust in Life Sciences: A Dialogue With Anna Vernet

On March 26, 2024, Skadden hosted a discussion on key developments in antitrust enforcement in the pharmaceuticals and life sciences sectors. …more

Acquisitions, Antitrust Provisions, Competition, EU, European Commission

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CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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Changes in the Market and the Emergence of New Players Together Are Impacting Activism

Despite a slowdown in M&A activity and macroeconomic headwinds, stockholder activism remains a potentially powerful tool for investors aiming to extract value from companies. The activism landscape continues to evolve as new…more

Acquisitions, Activist Investors, Capital Markets, Corporate Governance, Mergers

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CFTC Issues New Enforcement Advisory on Penalties, Monitors and Admissions

On October 17, 2023, the Division of Enforcement (the Division) of the Commodity Futures Trading Commission (CFTC or the Commission) issued an advisory to Division staff providing guidance on what recommendations the Division…more

CFTC, Enforcement, Penalties, Remediation, Self-Reporting

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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Know Your Cloud Customer: Commerce Department Proposes To Regulate Foreign Access to US IaaS Products

On January 29, 2024, the Department of Commerce, Bureau of Industry and Security (BIS) released a proposed rule (Proposed Rule) that would require U.S. cloud services providers (a.k.a. Infrastructure as a Service, or IaaS,…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Service Providers (CSPs), Cybersecurity, Enforcement

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Latest Text of EU AI Act Proposes Expanding Obligations for High-Risk and General AI Systems and Banning a Third Category

On 21 January 2024, a near complete draft version of the proposed text for the EU AI Act was unofficially shared with the public by a European media publication, after which a senior advisor in the European Parliament shared an…more

Artificial Intelligence, Copyright, Cybersecurity, Data Privacy, EU

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EU Expands Restrictive Measures in 13th Russian Sanctions Package and Publishes Guidance

On 23 February 2024, the European Union (EU) adopted a 13th package of sanctions against Russia, imposing asset freezes on additional individuals and entities, expanding existing sectoral sanctions and further limiting Russia’s…more

Asset Freeze, Blocking Sanctions, Economic Sanctions, EU, Export Controls

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GILTI Conscience Podcast | Inside the IRS: A Conversation With Former Agency Officials

Tax of counsel Fred Goldberg and senior advisor for tax resolution strategies De Lon Harris, both formerly of the IRS, joined the hosts of “GILTI Conscience” for a comprehensive look at current developments at the agency,…more

Business Taxes, Corporate Taxes, Enforcement Priorities, GILTI tax, Income Taxes

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Courts Rule on Financial Services Antitrust Suits

Although courthouse activity has slowed over the past month due to COVID-19 social distancing efforts, federal courts continue to conduct business, even if remotely. Many judges have utilized this time to finalize decisions on…more

Antitrust Conspiracies, Antitrust Litigation, Antitrust Standing, Failure To State A Claim, Federal Pleading Requirements

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Employment Flash - November 2023

...NLRB Issues Final Rule on ‘Joint Employer’ Standard On - October 26, 2023, the National Labor Relations Board (NLRB) issued a final rule titled “Standard for Determining Joint Employer Status,” which rescinds and replaces…more

Americans with Disabilities Act (ADA), Anti-Discrimination Policies, Artificial Intelligence, Automated Decision Systems (ADS), Bias

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EU To Step Up Enforcement Against Foreign State-Backed Companies

If you (i) receive some form of financial support from foreign (non-EU) governments, and (ii) have activities or are planning to acquire a business in the EU, then you will want to read on…more

Competition, EU, European Commission, European Merger Control Regulation, Foreign Subsidies

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

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COVID-19: Germany Update — Management Duties During the Crisis

The COVID-19 outbreak creates numerous challenges for managers and directors in companies. In the present situation, they must keep a focused view of the business, while leading the company prudently through the crisis and…more

Board of Directors, Burden of Proof, Business Judgment Rule, Coronavirus/COVID-19, Crisis Management

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Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section 10(b)…more

Acquisitions, Cannabis-Related Businesses (CRBs), Cryptocurrency, Data Security, Dismissals

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

See all updates »

Corporate Trends and Financing - March 2024

Managing Deal Risks in a Challenging Regulatory Environment: Strategies and Deal Terms With antitrust and other regulators scrutinizing mergers more closely, it is crucial for companies to negotiate terms to mitigate and…more

Acquisitions, Antitrust Division, Board of Directors, Capital Markets, China

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Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Insurance Considerations for Directors and Officers of Delaware Entities

As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview of…more

Board of Directors, Corporate Governance, Corporate Officers, D&O Insurance, Indemnification

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Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

New Rules To Tackle Authorised Push Payment Fraud

Authorised push payment (APP) fraud in the UK is the largest type of payment fraud, both in number of scams and value of losses. It involves a fraudster convincing someone to send a payment to a bank account that the fraudster…more

Banking Sector, Banks, Financial Crimes, Financial Institutions, Financial Services Industry

See all updates »

Hot Topics: AI and ESG

The US Government Is Using AI To Detect Potential Wrongdoing, and Companies Should Too With agencies such as the SEC and DOJ using AI and other data analytics tools extensively to detect wrongdoing, companies need to adopt the…more

Analytics, Antitrust Division, Artificial Intelligence, Board of Directors, Climate Change

See all updates »

Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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How To Guard Against a Short Attack, and How To Respond if Faced With One

The Nature of Short Selling Attacks and Short Reports - Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance…more

Board of Directors, Corporate Governance, Crisis Management, Publicly-Traded Companies, Risk Management

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US, UK and EU Expand and Amend Russian Sanctions, Responding to Purported Annexations of Ukrainian Regions

In light of the recent referendums and purported annexation by Russia of four territories of Ukraine on September 30, 2022, the United States, United Kingdom and European Union have expanded measures and provided additional…more

Biden Administration, Bureau of Industry and Security (BIS), Economic Sanctions, EU, Export Administration Regulations (EAR)

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Antitrust Enforcement Expected To Intensify

President Biden has signaled a pro-enforcement approach to antitrust policy by naming Columbia Law School professor Tim Wu as a White House adviser and nominating Lina Khan, who also teaches at Columbia Law, to be commissioner…more

Acquisitions, Antitrust Provisions, Biden Administration, Big Tech, Digital Platforms

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How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

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CFPB Applies Adverse Action Notification Requirement to Artificial Intelligence Models

As technology continues to advance, regulators are increasingly addressing the fair lending implications of artificial intelligence (AI), even though comprehensive rules governing AI have yet to be promulgated. Notably, the…more

Adverse Action Report, Artificial Intelligence, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), ECOA

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Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

See all updates »

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

See all updates »

SEC Risk Alert Describes Examination Areas for Newly Registered Advisers

On March 27, 2023, the Securities and Exchange Commission’s (SEC’s) Division of Examinations issued a Risk Alert setting forth typical focus areas reviewed by the staff during its examinations of newly registered advisers. The…more

Advertising, Broker-Dealer, Compliance, Disclosure Requirements, Investment Adviser

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Data Protection Rulings by European Regulators Offer Insights Into Their Security Expectations

Valuable insights into the measures European regulators expect businesses to take to protect data privacy can be found in a report from the European Data Protection Board (EDPB) summarizing decisions under the EU’s General Data…more

Data Breach, Data Controller, Data Protection, Data Security, Enforcement

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The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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"Mexican Energy Sector Restructuring: New Opportunities for Renewables"

The ongoing effort to restructure the power sector in Mexico, together with Mexico’s strong policy on combating climate change, have created compelling opportunities for investors in renewable energy projects that likely will…more

Auction, Competitive Bidding, Electricity, Energy Sector, Foreign Investment

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The Class Action Chronicle - Summer 2014

In This Issue: - Avoiding Class Certification Through an Offer of Judgment - CLASS CERTIFICATION DECISIONS: ..Decisions Granting Motions to Strike ..Decisions Denying Motions to Strike ..Decisions…more

CAFA, Class Action, Class Certification, Federal Rules of Civil Procedure, Litigation Strategies

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New Developments Help Clarify Intersection of Patent Law and Artificial Intelligence

Two recent developments, one in the U.S. and one in the U.K., have shed further light on the intersection of patent law and artificial intelligence (AI), particularly with respect to whether AI-generated inventions can be…more

Artificial Intelligence, Innovative Technology, Intellectual Property Protection, Inventions, Inventors

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UK Employment Flash - February 2024

In this issue, we discuss upcoming regulatory changes as well as recent court decisions with far-reaching implications, including case law on the need to replace share awards on a TUPE transfer and a UK Supreme Court ruling on…more

Compensation, Employees, Employer Liability Issues, Employment Litigation, Equality and Human Rights Commission (EHRC)

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Biden Administration’s Green Book Proposes Significant Changes to Tax Regime

On May 28, 2021, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Capital Gains Tax, Corporate Taxes, Energy Tax Incentives, GILTI tax

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UK Publishes First Sanctions Strategy and New Licensing Guidance

On 22 February 2024, shortly before the second anniversary of Russia’s invasion of Ukraine, the UK government published its first sanctions strategy (the Strategy). The Strategy explains the UK’s use and implementation of…more

Belarus, Economic Sanctions, EU, Foreign Policy, International Trade

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Insights – April 2023 | Insights

This edition of Skadden’s quarterly Insights looks at the rising number of de-SPACed companies seeking Chapter 11 protection, the growth of a market designed to assume legacy liabilities, an effort to establish…more

Acquisitions, Antitrust Division, Artificial Intelligence, Banking Sector, Capital Markets

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Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

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Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is rapidly…more

Activist Investors, Appeals, Board of Directors, Books & Records, Breach of Duty

See all updates »

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

See all updates »

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January 2022,…more

Breach of Duty, Corwin Doctrine, Delaware, Disclosure Requirements, Fiduciary Duty

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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Litigation and Investigation Implications for Companies Adopting GenAI

Generative artificial intelligence (GenAI) has seen a rapid expansion in personal and commercial use. Tools such as ChatGPT have helped to automate mundane tasks, create first drafts of communications and streamline research…more

Artificial Intelligence, Automation Systems, Bots, Business Development, Business Strategies

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UK Competition Regulator Cannot Compel Foreign Companies To Respond to Information Requests

On February 8, 2023, the UK Competition Appeal Tribunal (CAT) and the High Court held in a joint ruling that the Competition and Markets Authority (CMA) does not have the power under section 26 of the Competition Act 1998 (CA98)…more

Cross-Border, EU, European Commission, Foreign Corporations, Information Requests

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UK to Study Brexit’s Impact on Competition Law

On 23 July 2017, the UK House of Lords’ EU Internal Market Sub-Committee launched an inquiry into the future of the enforcement of the UK’s competition rules once the UK leaves the European Union. Interested parties are invited…more

Antitrust Provisions, Competition Authorities, Enforcement Authority, EU, Merger Controls

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Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction…more

Acquisitions, Capital Markets, Corporate Governance, Excise Tax, Inflation Reduction Act (IRA)

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UK-Listed Issuers Under Financial Stress Gain Latitude in Secondary Capital Raisings

As the U.K. faces what the Bank of England recently described as “very challenging” times, with the possibility of the U.K.’s “longest recession since records began,” issuers listed on the London Stock Exchange should pay close…more

Board of Directors, Capital Markets, Capital Raising, Coronavirus/COVID-19, Corporate Counsel

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - January 2024

SEC Wins Summary Judgment on Howey Issue in Terraform Litigation - On December 28, 2023, Judge Jed Rakoff in the Southern District of New York issued a summary judgment decision in SEC v. Terraform Labs Pte. Ltd., a…more

Digital Assets, Financial Regulatory Reform, FinTech, Popular, Securities and Exchange Commission (SEC)

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

See all updates »

The Class Action Chronicle

Eleventh Circuit Rejects Administrative Feasibility Requirement: What Does the Future Hold for Ascertainability? As we discussed in our Spring 2017 issue of The Class Action Chronicle, courts have struggled to define the…more

Administrative Feasibility, Ascertainable Class, Breach of Contract, Class Action, Class Certification

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The Class Action Chronicle - November 2023

Fourth Circuit Holds That Class Action Waiver Issue Must Be Decided Before Certification and Questions Narrow Issue Classes - In In re Marriott International, Inc., 78 F.4th 677 (4th Cir. 2023), a panel of the U.S. Court of…more

Appeals, Appellate Courts, Class Action, Class Action Arbitration Waivers, Class Certification

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DOJ Focus on Corporate Enforcement Continues With Updated Policies Related to Corporate Crime and Compliance Programs

In early March 2023, the Department of Justice (DOJ) released several important updates to its policies related to corporate crime enforcement and compliance programs. We discuss below the following key topics: (i) The DOJ is…more

Corporate Crimes, Corporate Entities, Corporate Financing, Corporate Misconduct, Department of Justice (DOJ)

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Form 20-F for Fiscal Year 2023: What Foreign Private Issuers Should Keep in Mind

A number of notable developments over the past year, including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2023, have updated the U.S. Securities and Exchange Commission…more

Corporate Governance, Disclosure Requirements, Filing Requirements, Foreign Private Issuers, Form 20-F

See all updates »

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

See all updates »

Key Takeaways for Foreign Investors From the 20th National Party Congress of the Communist Party of China

Following the 20th National Congress of the Communist Party of China (the Congress) held in Beijing in October 2022, Skadden’s London-China Desk reviewed the two-hour report given by Xi Jinping.1 Below we detail the key…more

Capital Markets, China, EU, Foreign Investment, Investment Management

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - April 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Department of Justice (DOJ)

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Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga

In this episode of our “Fierce Competition” podcast, European antitrust/competition co-head Ingrid Vandenborre, partner Julia York and counsel Michael Sheerin dissect the Illumina-Grail merger challenge, which spanned three…more

Acquisitions, Antitrust Provisions, Competition, Competition Authorities, EU

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European Private Equity Thrives With Record Fundraising

Private equity (PE) fundraising in Europe hit €91.9 billion in 2017, the highest it has been since 2006.1 Of that amount, €71.7 billion was invested in European companies, an increase of 29 percent year over year. This record…more

Acquisitions, Capital Raising, Co-Investment Rights, Debt Financing, EU

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Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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CFTC Finalizes Position Limits Rules

On October 15, 2020, the Commodity Futures Trading Commission (CFTC) voted 3-2 to adopt new rules on speculative position limits (the Final Rule). The Final Rule will become effective 60 days after publication in the Federal…more

CFTC, Dodd-Frank, Final Rules, Hedging, Position Limits

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EU General Court Dismisses Parallel Trade Group’s Dual-Pricing Complaint Against GSK

On September 26, 2018, the EU General Court (the Court) upheld the European Commission’s refusal to reinvestigate GlaxoSmithKline SA’s (GSK) Spanish “dual-pricing” distribution arrangements, 20 years after the alleged conduct to…more

Anti-Competitive, Competition Authorities, Dual-Pricing, EU, European Commission

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UK Publishes First Sanctions Strategy and New Licensing Guidance

On 22 February 2024, shortly before the second anniversary of Russia’s invasion of Ukraine, the UK government published its first sanctions strategy (the Strategy). The Strategy explains the UK’s use and implementation of…more

Belarus, Economic Sanctions, EU, Foreign Policy, International Trade

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SEC Grants Broker-Dealers Permanent Exemptive Relief From Rule 15c2-11 for Fixed-Income Securities Sold Under Rule 144A Safe Harbor

On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in compliance…more

Asset-Backed Securities, Broker-Dealer, Debt Securities, Division of Trading and Markets, Enforcement Actions

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JPEX Is Test Case for Hong Kong’s New Regulatory Regime for Virtual Asset Exchanges

Hong Kong regulators recently brought criminal enforcement actions against virtual asset trading platform JPEX and individuals associated with the platform. This case has become the first opportunity for local authorities to…more

AML/CFT, Compensation, Corporate Misconduct, Criminal Investigations, Crypto Exchanges

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China Increases Merger Filing Thresholds

China has finally published the long-awaited amendments to its merger control filing thresholds, which will materially impact companies considering mergers, acquisitions and joint ventures this year. The amended Rules on the…more

Acquisitions, Anti-Money Laundering, China, Corporate Counsel, Enforcement

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Employment Flash - November 2023

...NLRB Issues Final Rule on ‘Joint Employer’ Standard On - October 26, 2023, the National Labor Relations Board (NLRB) issued a final rule titled “Standard for Determining Joint Employer Status,” which rescinds and replaces…more

Americans with Disabilities Act (ADA), Anti-Discrimination Policies, Artificial Intelligence, Automated Decision Systems (ADS), Bias

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Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018…more

Acquisitions, Administrative Law Judge (ALJ), Aiding and Abetting, Appointments Clause, Breach of Duty

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Inside the Courts – An Update From Skadden Securities Litigators - February 2024

Securities Class Actions Show No Signs of Slowing in 2024 - Key Points - While the volume of securities class actions filings has remained consistently elevated over the past several years, the composition of the class…more

Class Action, Corporate Governance, Digital Assets, Educational Institutions, Energy Sector

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"New Federal Trade Secrets Act Becomes Law"

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA, or Act) into law. The DTSA, among other things, amends the Economic Espionage Act to create, for the first time, a federal private civil cause…more

Asset Seizure, Damages, Defend Trade Secrets Act (DTSA), Ex Parte, Injunctions

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HHS Office for Civil Rights Reaches Second Health Care Ransomware Settlement

The Department of Health and Human Services (HHS) Office for Civil Rights (OCR) recently announced its second settlement in four months growing out of a ransomware attack on a health care business. Maryland-based Green Ridge…more

Corrective Action Plans (CAPs), Cyber Attacks, Department of Health and Human Services (HHS), Enforcement Actions, Health Insurance Portability and Accountability Act (HIPAA)

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Cross-Border Investigations Update - September 2019

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of the…more

Anti-Money Laundering, Appeals, Blocking Statutes, Bribery, CFTC

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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.

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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.

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