News & Analysis as of

Corporate Governance Safe Harbors

Venable LLP

Forward-Looking Statements: Safe Harbors Compliance Guidelines

Venable LLP on

The securities law disclosure framework has evolved to encourage; companies acting in good faith to disseminate relevant projections pertaining to their businesses to the general public "without fear of open-ended liability."...more

Vinson & Elkins LLP

SEC’s Final Climate-Related Disclosure Rules

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After much anticipation, on March 6, 2024, the Securities and Exchange Commission (“SEC” or the “Commission”) released its Final Rule—The Enhancement and Standardization of Climate-Related Disclosures for Investors—mandating...more

A&O Shearman

What the U.S. Department of Justice’s new M&A safe harbor policy means for PE firms

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On October 5, 2023, Deputy Attorney General, Lisa Monaco, announced a new safe harbor policy for voluntary self-disclosures made in the mergers and acquisitions context. The safe harbor policy will apply Department-wide and...more

Skadden, Arps, Slate, Meagher & Flom LLP

DOJ Leverages the Private Sector To Achieve Enforcement Goals

Key Points - - In the latest round of additions to the DOJ’s programs to incentivize voluntary self-disclosure of wrongdoing by corporations, the DOJ has rolled out new policies that outline concrete incentives for...more

J.S. Held

Key Steps for Ensuring Regulatory Compliance in M&A: New Voluntary Safe Harbor Policy Updates

J.S. Held on

In the dynamic realm of mergers and acquisitions, staying abreast of regulatory changes is paramount. The Department of Justice’s (DOJ) recent introduction of the Safe Harbor Policy for Voluntary M&A Self-Disclosures...more

White & Case LLP

Questions about the “Carrot” and “Stick” Remain: Unpacking DOJ’s new M&A Safe Harbor Policy, Part I

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On October 4, 2023, United States Deputy Attorney General (DAG) Lisa Monaco announced a new Department of Justice (DOJ) Mergers & Acquisitions Safe Harbor policy that encourages companies to self-disclose criminal misconduct...more

Parker Poe Adams & Bernstein LLP

Increased Importance of Corporate Compliance Rises With New Department of Justice Safe Harbor Policy

Compliance assessments can be a valuable tool during the mergers and acquisitions process, but the Department of Justice (DOJ) is incentivizing due diligence reviews under a newly announced policy. Deputy Attorney...more

McDermott Will & Emery

DOJ Unveils Voluntary Self-Disclosure Safe Harbor for M&A Deals

McDermott Will & Emery on

On October 4, 2023, during remarks before the Society of Corporate Compliance and Ethics, Deputy Attorney General (AG) Lisa Monaco unveiled a new US Department of Justice (DOJ)-wide safe harbor policy for voluntary...more

Thomas Fox - Compliance Evangelist

DAG Monaco on Cooperation and Compliance Incentives for M&A

Early in October at the 2023 SCCE Compliance and Ethics Institute, Deputy Attorney General Lisa Monaco delivered a long-anticipated speech expanding and formalizing the Department of Justice’s (DOJ’s) new Safe Harbor for...more

Lowenstein Sandler LLP

DOJ Announces New Safe Harbor Policy for Reporting of Misconduct in Connection With M&A Transactions

Lowenstein Sandler LLP on

On Oct. 4, Deputy Attorney General Lisa Monaco (DAG Monaco) announced a new safe harbor policy for voluntary self-disclosures made in connection with mergers and acquisitions (the Safe Harbor Policy). At the outset of her...more

Paul Hastings LLP

Safe Harbor in the Coming Enforcement Storm? DOJ Announces New M&A Policy to Encourage Compliance

Paul Hastings LLP on

On October 4, 2023, Deputy Attorney General Lisa Monaco (the “DAG”) announced a new Mergers & Acquisitions (“M&A”) Safe Harbor Policy issued by the Department of Justice (“DOJ”) as part of her comments detailing increased...more

Moore & Van Allen PLLC

DOJ Continues Efforts to Encourage Voluntary Corporate Self-Disclosure with New Safe Harbor Policy

Moore & Van Allen PLLC on

On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new...more

A&O Shearman

U.S Department of Justice's new M&A safe harbor: what is it, what does it mean for M&A, and why now?

A&O Shearman on

On October 5, 2023, Deputy Attorney General, Lisa Monaco, announced a new safe harbor policy for voluntary self-disclosures made in the mergers and acquisitions context. The safe harbor policy will apply Department-wide and...more

Health Care Compliance Association (HCCA)

Defensibility of a fair market value analysis

Fair market value (FMV) is a pinnacle issue with respect to healthcare regulatory compliance and compensation agreements. This article will analyze the issues related to an FMV defensibility analysis of compensation...more

A&O Shearman

Tax Court Agrees Profits Interest Safe Harbor Should Apply to Tiered Partnership Structure

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On May 3, 2023, the Tax Court released a memorandum opinion in ES NPA Holding LLC v. Commissioner holding that the taxpayer’s indirect receipt of a profits interest in a lower-tier partnership qualified as a non-taxable event...more

Goodwin

Stock Buybacks: Recent Developments and Hot Topics for Issuers

Goodwin on

Increased equity market volatility provides issuers with opportunities to repurchase shares at attractive prices. At the same time, issuers must consider how recent changes to the tax treatment of stock buybacks, potential...more

WilmerHale

Getting Ready for Amended Rule 10b5-1 and Other New SEC Requirements Relating to Insider Trading

WilmerHale on

In December 2022, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 10b5-1, the rule that provides an affirmative defense to claims of insider trading for persons acquiring or disposing of...more

Holland & Knight LLP

A Closer Look at the Rule 10b5-1 Amendments Adopted by the SEC

Holland & Knight LLP on

The U.S. Securities and Exchange Commission (SEC), in a rare unanimous vote, adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements to enhance investor...more

Womble Bond Dickinson

SEC Adopts New Rule 10B-5 Insider Trading Requirements

Womble Bond Dickinson on

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) adopted new rules (i) implementing additional conditions for insiders to rely on the affirmative defense for Rule 10b5-1 trading plans (“10b5-1 plans”)...more

Dorsey & Whitney LLP

SEC Amends Insider Trading Safe Harbor and Requires New Disclosures to Address Insider Trading Risks

Dorsey & Whitney LLP on

On December 14, 2022, the SEC adopted final rules amending Rule 10b5-1, the safe harbor that allows directors, executive officers and others, including issuers, to engage in securities transactions while in possession of...more

Vinson & Elkins LLP

The Intersection Between ESG Efforts and Antitrust Law

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Historically, companies gave little thought to antitrust considerations when they developed environmental, social, and governance (“ESG”) goals and plans. Recently, this has changed....more

Allen Matkins

Bill Would Require Passively-Managed Funds To Vote Proxies As Instructed By Investors

Allen Matkins on

Last week, U.S Senator Dan Sullivan introduced a bill to require passively managed funds to vote proxies as instructed by their investors.  I have not seen a copy of the bill yet, but according to the Senator's press release,...more

Sullivan & Worcester

SEC proposals re: repurchase plan disclosures

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The SEC today proposed rule changes regarding the disclosure of share repurchase plans. The proposed rules would require an issuer to provide a new Form SR before the end of the first business day following the day the issuer...more

Parker Poe Adams & Bernstein LLP

To SPAC or Not to SPAC: How Is the SEC Answering That Question?

Last year saw a boom in the market for SPACs, or special purpose acquisition companies. Almost 250 SPACs raised more than $80 billion in initial public offerings (IPOs) during 2020. This trend did not let up as the calendar...more

White & Case LLP

Q&A: The case for a market-wide approach to sustainable business practices

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Frederick Alexander, Chief Executive Officer and founder of the Shareholder Commons—a nonprofit organization focused on issues and structures for a sustainable, just economy— discusses how systemic changes can help companies...more

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