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Fiscal Year 2022 Hart-Scott-Rodino Annual Report Provides Data on Antitrust Merger Enforcement for First Full Fiscal Year of Biden...

The Federal Trade Commission (FTC) and the Department of Justice Antitrust Division (DOJ) on December 21, 2023, released the FY 2022 HSR Annual Report (the Report). The Report covers the period October 1, 2021, through...more

The New Jersey Business Corporation Act to Permit Corporate Conversions/Domestications

Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations. The delay...more

Federal Trade Commission Announces 2023 HSR Thresholds and Implementation of Revised Filing Fees

The Federal Trade Commission (FTC) has announced new, higher premerger notification thresholds. The new minimum size-of-transaction threshold will be $111.4 million. The FTC simultaneously announced implementation of the...more

SEC Proposes New Rules to Enhance and Standardize Climate-Related Disclosures

Requirements under the proposed rules would include the disclosure of: •Climate-related risks and their actual or likely material impacts on the registrant’s business, financial statements, strategy, and outlook ...more

SEC Proposes New Rules Related to Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure By Public Companies

Requirements under the proposed rules would include the disclosure of: •Material cybersecurity incidents within four business days of the determination that a material cybersecurity incident has occurred in a Form 8-K-...more

Federal Trade Commission Announces Higher 2022 HSR Thresholds

The Federal Trade Commission has announced new, nearly 10 percent higher premerger notification thresholds that will take effect February 23, 2022, and thus apply to transactions closing on or after that date. The new minimum...more

Securities and Exchange Commission Adopts Universal Proxies for Contested Director Elections

What You Need To Know: •The new rules require the use of universal proxy cards in all contested elections. •The new rules will take effect on September 1, 2022...more

New Jersey Corporations May Now Hold Any Shareholder Meeting Remotely

What You Need To Know: •New Jersey corporations may now hold fully remote shareholder meetings even absent a state of emergency. •Boards of directors must still adopt guidelines and procedures governing remote...more

Federal Trade Commission Announces Slightly Lower 2021 HSR Thresholds

The Federal Trade Commission has announced new, slightly lower premerger notification thresholds that will take effect March 4, 2021, and thus apply to transactions closing on or after that date. The new minimum...more

FTC Proposes New HSR Rules Exempting Certain Under-10% Investments And Aggregating Within Fund Families

The Federal Trade Commission, by a 3-2 vote along party lines, has proposed for public comment two major changes to its Hart-Scott-Rodino (HSR) Act premerger notification rules. These changes would exempt from HSR filing some...more

New Jersey Amends Law To Permit Remote Member Meetings For Nonprofit Corporations

On April 14, 2020, Sections 15A:5-1 and 15A:5-4 of the New Jersey Nonprofit Corporation Act were amended to permit New Jersey nonprofit corporations to hold member meetings by means of remote communication. During a state of...more

The Certainty of Antitrust Review in Uncertain Times

The Federal Trade Commission (FTC) Bureau of Competition issued a reminder yesterday, April 6, that it “must continue to analyze carefully the potential effects of proposed transactions and business conduct” and that it “will...more

COVID-19: The Reaction of U.S. Antitrust Agencies

COVID-19 has impacted nearly every aspect of American life right now, and there are myriad legal issues companies are facing from the pandemic’s fallout. These include antitrust considerations, ranging from potentially...more

New Jersey Amends Law to Permit Remote Shareholder Meetings

What You Need to Know: - New Jersey corporations are permitted to hold shareholder meetings solely by remote participation during a state of emergency declared by the Governor. - A board of directors must approve remote...more

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