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71 South Wacker Drive
Chicago, Illinois 60606, United States
Phone: (312) 782-0600
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Areas Of Practice
  • Alternative Dispute Resolution (ADR)
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Other U.S. Locations
  • California
  • D.C.
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Number of Attorneys
1,000+ Attorneys

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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Brazilian IRS Program Incentivizes Disclosure of Certain Tax Liabilities

On April 3, 2024, the Brazilian Internal Revenue Service (“Brazilian IRS”) published Normative Instruction RFB No. 2,184 (“IN/RFB No. 2,184/2024“), regulating a special program to incentivize the voluntary disclosure of federal…more

Brazil, Corporate Taxes, Incentives, Income Taxes, Tax Debt

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Brasília em Pauta – Edição Nº 149

Prezados e prezadas, O “Brasília em Pauta” é um boletim semanal preparado pela equipe de Contencioso de Brasília, contendo os principais casos a serem julgados pelo Supremo Tribunal Federal (STF), Superior Tribunal de…more

Audits, Brazil, Commercial Court, Constitutional Challenges, Energy Projects

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Updates on Saudi Arabia's Regional Headquarters Program

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA. …more

Business Formation, Corporate Governance, Corporate Structures, Doing Business, Foreign Corporations

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20 Years of Sarbanes-Oxley

On July 27, 2022, SEC Chair Gary Gensler gave remarks at the Center for Audit Quality entitled “Sarbanes-Oxley at 20: The Work Ahead.” Chair Gensler highlighted, among other things, impacts on auditing standards, accounting…more

Audits, Corporate Governance, New Guidance, PCAOB, Sarbanes-Oxley

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Deforestation Regulation: Impacts of a Possible Delay in Risk Classification of Countries and Other Recent Developments

On 9 June 2023, the European Union published Regulation (EU) 2023/1115 on the making available on the Union market and the export from the Union of certain commodities and products associated with deforestation and forest…more

Climate Change, Commodities, Environmental Policies, EU, Forestry

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EBA publishes its report on the creation of an STS framework for synthetic securitisations

Introduction - The European Banking Authority (the “EBA”) has recently published its report on the feasibility of a framework for simple, transparent and standardised (“STS”) synthetic securitisations (the “EBA Report”). The…more

Capital Requirements Regulation (CRR), EU, European Banking Authority (EBA), European Securities and Markets Authority (ESMA), Financial Markets

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AIFMD II – What EU and non-EU fund managers need to know

In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, EU, European Commission

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GenAI Contracting Revisited – What’s New?

In this episode, we revisit the ever-shifting landscape of Generative Artificial Intelligence (GenAI), a topic which has continued to captivate the tech world since our discussion a year ago. With GenAI at the forefront of the…more

Artificial Intelligence, Contract Drafting, Innovative Technology, Intellectual Property Protection, Machine Learning

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GenAI Contracting Revisited – What’s New?

In this episode, we revisit the ever-shifting landscape of Generative Artificial Intelligence (GenAI), a topic which has continued to captivate the tech world since our discussion a year ago. With GenAI at the forefront of the…more

Artificial Intelligence, Contract Drafting, Innovative Technology, Intellectual Property Protection, Machine Learning

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Offshore Wind: New California Law Aims to Simplify and Expedite Offshore Wind Energy Development

California recently enacted two laws—the Offshore Wind Expediting Act (SB 286) and the California Offshore Wind Advancement Act (AB 3)—to accelerate the development of offshore wind energy that could have significant…more

California, California Coastal Commission, CEQA, Clean Energy, Energy Policy

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Hong Kong GEM Reforms Will Take Effect on 1 January 2024

In less than three months, the Hong Kong Stock Exchange (HKEX) has adopted all proposals for GEM listing reform from the consultation paper issued in September 2023, with only minor amendments. The reforms will be…more

Financial Markets, Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO), Listing Rules

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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That’s the Ticket? Plaintiffs’ Lawyers Target Ticketing Service Fees in New York

Plaintiffs’ counsel have launched a wave of lawsuits against New York venues and ticket platforms, invoking a recently-enacted provision of New York’s Arts and Cultural Affairs Law. According to these lawsuits, these businesses…more

Disclosure Requirements, Entertainment Industry, Entertainment Venues, Event Tickets, Fees

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New Jersey Delays Its Next Offshore Wind Solicitation for Transmission Planning

The New Jersey Board of Public Utilities (NJBPU) announced that its third solicitation with a capacity target of 1,200 megawatts for New Jersey’s offshore wind (OSW) development will now be released by January 2023, instead of…more

Clean Energy, Electric Generation Suppliers, Electricity, Energy Policy, Energy Projects

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USCIS Fees Increase: Paying the Price of Admission to the United States

On April 1, 2024, US Citizenship and Immigration Services (USCIS) implemented new costs for many common immigration filings, resulting in a fee increase of 100% to 200% for certain benefit requests…more

Fees, Filing Fees, Foreign Workers, H-1B, Immigration Procedures

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UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

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

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special…more

Final Rules, Regulatory Agenda, Regulatory Reform, Securities and Exchange Commission (SEC), Securities Regulation

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

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1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance

On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax…more

Buyback Programs, Excise Tax, IRS, Netting Agreements, Stock Repurchases

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Federal Reserve Wins Two Master Account Lawsuits

At the end of March, components of the US Federal Reserve System (“FRS” or the “Fed”) prevailed in two lawsuits brought by depository institutions seeking master accounts.1 These decisions have significant implications for the…more

Administrative Procedure Act, Banking Sector, Banks, Commodities, Credit Unions

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Key forthcoming EU legislation on Cybersecurity, Artificial Intelligence, Data and Digital Markets

NETWORK AND INFORMATION SECURITY 2 DIRECTIVE (NIS2) - WHO WILL BE IN SCOPE? Operators of essential and important services across various sectors including energy, transport, banking, health, medical devices, chemicals and…more

Artificial Intelligence, Cybersecurity, Data Management, Digital Marketplace, Digital Services

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What Does the Narrowing Republican House Majority Mean for Congressional Investigations?

Two developments last week threaten to weaken Republican control over the investigative agenda of the US House of Representatives. First, House Republicans’ narrow majority continues to shrink, with Representative Mike Gallagher…more

Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Congressional Subpoenas, Senate Committees

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Testing times for the "Supplier of Last Resort" regime as UK gas prices continue to rise

Kwasi Kwarteng, UK Business and Energy Secretary is reported to have said on 20 September that “My task is to ensure that any energy supplier failures cause the least amount of disruption to consumers”…more

Gas Prices, Infrastructure, Oil & Gas, Suppliers, Supply Chain

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Brazil’s CNPE Includes 11 Blocks in the Permanent Offer (Production Sharing) and Adjusts Local Content Percentages

On December 27th, 2023, the National Energy Policy Council ("CNPE") published Resolution No. 11/2023 ("Resolution") in the Official Gazette, authorizing the offer of 11 blocks in total in the production sharing regime under the…more

Brazil, Energy Policy, Infrastructure, Oil & Gas

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Biden Signs Far-Reaching Executive Order Setting Forth Climate Change Priorities

On January 27, 2021, President Biden signed Executive Order 14008, Tackling the Climate Crisis at Home and Abroad (the “Order”). The Order sets forth the Biden administration’s policies to address climate change through both…more

Biden Administration, Climate Change, Energy Projects, Environmental Policies, Executive Orders

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SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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What’s the Deal? – Trust Indenture Act

What’s the Deal? The Trust Indenture Act of 1939 (the “Trust Indenture Act” or the “TIA”)1 is the federal statute regulating the offer and sale of certain debt securities. The TIA, which is closely integrated with the…more

Debt Securities, Indenture Trustee, Offerings, Registration Statement, Securities Regulation

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US Congressional Investigations Continue to Pick Up Steam as 2024 Begins

As the 2024 legislative session commences, Congress is poised to focus on conducting investigations of not only the Biden administration but also the private sector. With most legislative activity largely stalled until after the…more

Biden Administration, Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Legislative Agendas

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Working Capital - Second Edition 2021

When I think about transformations in the energy industry, I often think of the great inventor Thomas Edison, who was not only responsible for hundreds of important inventions but who also set the stage for a breakthrough form…more

Biden Administration, Carbon Capture and Sequestration, Charging Stations, Clean Energy, Climate Change

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

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

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ANP Publishes Individual Renovabio Emissions Targets for 2024 and 2023 Results

On March 28, 2024, Brazil’s National Petroleum Agency (ANP) published the mandatory individual targets for reducing greenhouse gas emissions for 2024. These targets consider the global target of 38.78 million Decarbonization…more

Brazil, Climate Action Plan, Climate Change, Energy Policy, Greenhouse Gas Emissions

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US FHA Introduces Payment Supplement Loss Mitigation Option

In an effort to help struggling borrowers stay in their homes, the US Department of Housing and Urban Development’s (“HUD” or “Department”) Federal Housing Administration (“FHA”) recently introduced its newest loss mitigation…more

Borrowers, Consumer Financial Products, Federal Housing Administration (FHA), Financial Distress, Financial Services Industry

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SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance…more

C&DIs, Corporate Governance, Disclosure Requirements, New Guidance, Non-GAAP Financial Measures

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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Implications of an Early Extension of a 364-day Credit Facility

Because banks receive favorable capital treatment when a credit facility’s tenor is shorter than one year, lenders increasingly offer financing with 364-day tenors and uncommitted extension option terms of up to 364 days. In…more

Basel III, Capital Requirements, Credit Facilities, Extensions, Financial Services Industry

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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The Pensions Brief - March 2024

The Pensions Brief is a monthly update for trustees and employers of occupational pension schemes in the UK. It provides headline summaries of developments over the previous month and associated action points. It also includes a…more

Employee Benefits, Investment, Pension Schemes, Pensions, Retirement Plan

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Reform of the EU Foreign Direct Investment Screening Regulation – How might M&A Transactions be impacted?

On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider package…more

Acquisition Agreements, Corporate Sales Transactions, EU, Foreign Direct Investment, Member State

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SEC Proposes Amendments to Form PF and Enhanced Reporting for Private Fund Advisers

On January 26, 2022, the US Securities and Exchange Commission (SEC) voted to propose amendments to Form PF in order to enhance the reporting requirements and obligations of certain registered investment advisers to private…more

Comment Period, Financial Regulatory Reform, Form PF, Investment Adviser, Private Funds

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Los Angeles Faces Potential Repeal of 'Mansion Tax'

The City of Los Angeles ULA Tax—a new city tax on certain real estate transactions, commonly referred to as the “mansion tax”—may be invalidated through the November 2024 election…more

Ballot Measures, California, City of Los Angeles, Constitutional Amendment, High Net-Worth

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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Tax Settlement Adhesion Notice No. 01/2024: Zero Litigation Program 2024

On March 19, 2024, Adhesion Transaction Notice No. 01/2024 (“Zero Litigation Program 2024” or the “Program”) was published, paving the way for tax settlements between taxpayers and the Brazilian Federal Revenue. Through the…more

Brazil, Fines, Interest Rates, Tax Credits, Tax Planning

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Implications of an Early Extension of a 364-day Credit Facility

Because banks receive favorable capital treatment when a credit facility’s tenor is shorter than one year, lenders increasingly offer financing with 364-day tenors and uncommitted extension option terms of up to 364 days. In…more

Basel III, Capital Requirements, Credit Facilities, Extensions, Financial Services Industry

See all updates »

Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

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Liquidity Covenants To The Fore

WHAT IS A LIQUIDITY COVENANT AND WHY IS IT INTRODUCED? A liquidity covenant is a requirement for a business to maintain a minimum amount of available cash on a balance sheet. Originally Published in Butterworths Journal…more

Balance Sheets, EBITDA, Financial Institutions, Lenders, Liquidity

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Raising The Bar: New UK Immigration Rules Increase Salary Thresholds For Sponsored Workers

New Immigration Rules came into force in the UK on 4 April 2024 which affect employers who sponsor workers under the Skilled worker or Global Business Mobility: Senior or Specialist Worker routes…more

Employee Mobility, Foreign Nationals, Foreign Workers, Immigrants, Immigration Procedures

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The US Inflation Reduction Act, Solar and REITs

The Inflation Reduction Act of 2022 (the “IRA”), which was signed into law on Tuesday, August 16, 2022, includes an investment of over $369 billion in energy security and climate change. There has been a lot of discussion about…more

Biden Administration, Energy Projects, Energy Tax Incentives, Inflation Reduction Act (IRA), Investment Tax Credits

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Fund Finance Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed reporting requirements for bank loans and commitments to the fund finance sector. This change reflects not only the rapid growth in this sector but also the…more

Banks, Financial Institutions, Financial Services Industry, Financing, Investment

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FHA Branch Offices Could Become a Thing of the Past: HUD Finalizes Rule Eliminating Mandatory Branch Office Registration

Federal Housing Administration (“FHA”) approved lenders and mortgagees will no longer be required to register their branch offices. The US Department of Housing and Urban Development (“HUD”) published a final rule (the “Final…more

Branch Offices, Consumer Financial Products, Federal Housing Administration (FHA), Final Rules, Financial Services Industry

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US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

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

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Infocast’s Wind Finance & Investment Summit Soundbites

Here are soundbites from panelists who spoke at Infocast’s Wind Finance & Investment Summit on February 6 and 7 in Carlsbad, CA. The attendance at the event appeared strong, and the mood was generally optimistic…more

Commercial Bankruptcy, Energy Projects, Energy Storage, Investment Opportunities, PG&E

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Proposed Nasdaq Rules May Raise Additional Difficulties for Companies in Emerging Markets

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal…more

Capital Markets, Emerging Markets, Listing Standards, Nasdaq, Publicly-Traded Companies

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CVM edita mais uma norma sobre divulgação de informação acerca de práticas de apoio à diversidade e inclusão por companhias abertas

A Comissão de Valores Mobiliários (“CVM”) editou, na data de ontem (01.02.2024), a Resolução CVM nº 198 (“Resolução CVM 198”), que altera de forma pontual a Resolução CVM nº 80 (“Resolução CVM 80”) para incluir campo específico…more

Brazil, Capital Markets, Corporate Issuers, Diversity and Inclusion Standards (D&I), Publicly-Traded Companies

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CVM publica orientações sobre a integração de fatores ASG aos procedimentos de suitability

Essa semana (26/12), a Comissão de Valores Mobiliários (CVM) publicou o Ofício Circular Conjunto nº 1/2023/CVM/SIN/SMI (Ofício), direcionado às pessoas habilitadas a atuar como integrantes do sistema de distribuição e…more

Brazil, Environmental Social & Governance (ESG), Financial Markets, Greenwashing, Investment

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Brazilian IRS Program Incentivizes Disclosure of Certain Tax Liabilities

On April 3, 2024, the Brazilian Internal Revenue Service (“Brazilian IRS”) published Normative Instruction RFB No. 2,184 (“IN/RFB No. 2,184/2024“), regulating a special program to incentivize the voluntary disclosure of federal…more

Brazil, Corporate Taxes, Incentives, Income Taxes, Tax Debt

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Our Views on the Proposed FASB and IFRS Payables Reporting Rules

In December 2021 the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) released their proposed amendments to their accounting standards that will require buyers of…more

Accounting Standards, Deadlines, FASB, Financial Reporting, Financial Statements

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

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

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

See all updates »

Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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New California Anti-Greenwashing Law Goes Live on January 1, 2024 – What you need to know if you make certain “green” claims.

California recently passed the Voluntary Carbon Market Disclosures Act (AB 1305) (VCMDA). The new “anti-greenwashing” law is one of the first laws in the U.S. to not only regulate the voluntary carbon market, but also require…more

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

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Pensions dashboards – staged connection timetable published

The government has published statutory guidance setting out the staged timetable for connection to the pensions dashboards ecosystem. Although the statutory deadline for connection is 31 October 2026, schemes are required to…more

Employee Benefits, Financial Services Industry, New Guidance, Pensions, Regulatory Requirements

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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SEC Issues C&DI’s on Filing Fees and XBRL Exhibits

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with…more

C&DIs, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC), XBRL Filing Requirements

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Tax Law Highlights | Brazilian Tax Reform And Expectations For Its Regulation

The Brazilian Tax Reform on consumption was enacted through Complementary Amendment No. 132/2023, which unified the main taxes on the consumption of goods and services in the form of a Dual VAT and through the creation of a Tax…more

Brazil, International Tax Issues, Tax Liability, Tax Planning, Tax Rates

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New Legislation Standardizes CARF Tax Debts

On December 21, 2023, the Brazilian Federal Revenue enacted Normative Instruction No. 2,167/2023 ("the Instruction"), which was published in the Federal Official Gazette. The Instruction provides rules for the standardization of…more

Brazil, International Tax Issues, Tax Appeals, Tax Code, Tax Debt

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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2023 Trends for Technology Transactions

As 2023 begins, we are coming off many years of fast and frothy innovation with a great deal of new complexity in both products and business models. We now face a downturn. Prominent companies across the economy are announcing…more

Artificial Intelligence, Cloud Service Providers (CSPs), Cost-Savings, Digital Platforms, Economic Downturn

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Not so 'plain and simple': the new draft FCA rules for non-financial misconduct

In 2018, the UK's Financial Conduct Authority ("FCA") stated publicly that "non-financial misconduct is misconduct, plain and simple", emphasising their view that the Conduct Rules applicable to most employees within regulated…more

Code of Conduct, Diversity and Inclusion Standards (D&I), Employee Misconduct, Financial Conduct Authority (FCA), Financial Institutions

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Charting the Path: Major Developments in Hong Kong Arbitration Law in 2023

In this review, we reflect on significant developments in the field of arbitration in Hong Kong over the past year. Key developments in 2023 included: 1. Multi-tiered dispute resolution clause – compliance with…more

Arbitral Authority, Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Insurance Technology and Innovation: Meeting Consumer Demands

The way consumers purchase goods and services is rapidly changing, and insurance is no exception. AI, advanced analytics, smart devices and other technologies are enabling new capabilities, and insurance companies, together with…more

Consumer Insurance Products, Innovation, Insurance Contracts, Insurance Industry, Insurtech

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Cancellation of "Spicy" Hong Kong Stamp Duty Measures

Despite cancellation of all "spicy" stamp duty measures, Hong Kong’s Stamp Duty Ordinance has not reverted to its old version. In particular, the rules governing exemption of stamp duty for "nomination" and “series of…more

Hong Kong, Real Estate Investments, Real Estate Transactions, Registration Requirement, Stamp Duty Land Tax

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

See all updates »

Irrevocable Payment Undertakings and Buyer-Led Supply Chain Finance; Mass Confusion Abounds

Many supply chain finance programs are structured on what is called a “buyer-led” or “buyer-focused” basis. In certain of these types of programs, although the bank or other financier providing the program (the “Finance…more

Financing, Goods or Services, Payment Terms, Structured Finance, Suppliers

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Tripartite Guidelines on Flexible Work Arrangement Requests in Singapore

Singapore’s Tripartite Alliance for Fair and Progressive Employment Practices (TAFEP) announced and issued the new Tripartite Guidelines on Flexible Work Arrangement Requests (Guidelines) on 16 April 2024…more

Employee Rights, Employees, Employer Responsibilities, Flexible Work Arrangements, Singapore

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SFC’s Proposed Changes for Privatisation of Hong Kong’s Real Estate Investment Trusts

The Securities and Futures Commission (SFC) published a consultation paper on 28 March 2024 proposing a statutory scheme of arrangement and compulsory acquisition mechanism for real estate investment trusts (REITs)…more

Hong Kong, Real Estate Investments, Real Estate Market, REIT, SFC

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US Department of Labor Publishes Final Amendment to QPAM Exemption

On April 3, 2024, the US Department of Labor (“DOL”) published the final amendment (“Amendment”) to Prohibited Transaction Class Exemption 84-14, otherwise known as the “QPAM Exemption” (“Exemption”).1 The Exemption is commonly…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Exemptions, New Amendments

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On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to…more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, Initial Public Offering (IPO)

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Initial reflections on the recent ‘one substance, one assessment' EU proposals

On 7 December 2023, the Commission tabled three legislative proposals (the “Proposal(s)”) to implement the "One-substance-one-assessment" (“OSOA”) announced in the European Green Deal and the Chemicals Strategy for…more

Chemicals, Data Management, Environmental Social & Governance (ESG), EU, Green Deal

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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Recent Developments in Delaware Officer Exculpation Charter Amendments

Key Takeaways: As noted in our previous Legal Update, the August 2022 amendments to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a Delaware corporation to include an officer exculpation provision in…more

Board of Directors, Corporate Governance, Corporate Officers, Delaware General Corporation Law, Exculpatory Clauses

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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WHAT’S THE DEAL? Structured Certificates of Deposit

What’s the Deal? - Structured certificates of deposit (“SCDs”) are financial instruments representing a deposit of a specified amount of money for a fixed period of time. As with traditional certificates of deposit (“CDs”),…more

Banks, Certificate of Deposit, Consumer Financial Products, Structured Financial Products

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US DoD Proposes Final Rule for Cybersecurity Maturity Model Certification (CMMC)

On December 26, 2023, the Department of Defense (“DoD”) published the long-awaited Proposed Final Rule for the Cybersecurity Maturity Model Certification (“CMMC”) program. At a high level, the CMMC program is a mechanism by…more

Cooperative Compliance Regime, Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Defense Sector, Department of Defense (DOD)

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New Hampshire Enacts Privacy Law

On March 6, 2024, New Hampshire Governor Chris Sununu signed SB 255 into law, making the Granite State the latest to enact a comprehensive privacy law—the 15th state, if you count Florida’s privacy law of narrower applicability…more

Consumer Privacy Rights, Cybersecurity, Data Privacy, Data Protection, Data Security

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

See all updates »

Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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Republican Study Committee Introduces the Countering Communist China Act

On February 29, 2024, Republican Study Committee (“RSC”) Chairman, Representative Kevin Hern (OK-01), and RSC National Security Task Force Chairman, Joe Wilson (SC-02), introduced H.R. 7476, the Countering Communist China Act…more

China, Congressional Committees, Economic Sanctions, National Security, Office of Foreign Assets Control (OFAC)

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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The Inflation Reduction Act as a Mining Finance Alternative

It has been a little over a year and a half since the enactment of the Inflation Reduction Act (“IRA”) promoted by the Biden Administration, and critical mineral producers and their investors are rushing to find ways to monetize…more

Clean Energy, Department of Energy (DOE), Energy Projects, Financing, Inflation Reduction Act (IRA)

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

See all updates »

US FHA Introduces Payment Supplement Loss Mitigation Option

In an effort to help struggling borrowers stay in their homes, the US Department of Housing and Urban Development’s (“HUD” or “Department”) Federal Housing Administration (“FHA”) recently introduced its newest loss mitigation…more

Borrowers, Consumer Financial Products, Federal Housing Administration (FHA), Financial Distress, Financial Services Industry

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Recent Developments in Delaware Officer Exculpation Charter Amendments

Key Takeaways: As noted in our previous Legal Update, the August 2022 amendments to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a Delaware corporation to include an officer exculpation provision in…more

Board of Directors, Corporate Governance, Corporate Officers, Delaware General Corporation Law, Exculpatory Clauses

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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Governance fit for the 21st century – General code of practice

It has finally arrived! After a lengthy wait, the Pensions Regulator (“TPR”) has published the general code of practice (the “Code”). It is expected to come into effect on 27 March 2024. The Code applies to “governing bodies”…more

Employee Benefits, Financial Services Industry, Pension Reform, Pension Schemes, Pensions

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Market Trends 2020/21: U.S. Tariff Policies

This practice note discusses recent U.S. tariff policies (U.S. Tariff Policies) that potentially have wide-ranging consequences for domestic and international trade and the capital markets. In a period marked by increased…more

Capital Markets, Imports, MD&A Statements, Regulation S-K, Tariffs

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Brazilian Federal Government Creates Inter-institutional Committee to Develop Brazilian Sustainable Taxonomy

On March 25, 2024, the Brazilian federal government published Decree No. 11.961/2024, establishing an advisory and deliberative group, the Brazilian Sustainable Taxonomy Interinstitutional Committee (“CITSB”), which will…more

Brazil, Environmental Policies, Infrastructure, Public Policy, Sustainable Projects

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The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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Report by the Joint Committee of the European Supervisory Authorities on the EU Securitisation Regulation

Introduction - The Joint Committee of the European Supervisory Authorities (the "Joint Committee" and the "ESAs", respectively) has published a report on the implementation and functioning of the EU Securitisation…more

EU, European Supervisory Authorities (ESAs), Risk Retention, Securitization, Securitization Market

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Legal Developments in Construction Law: March 2024

NEGATIVE CERTIFICATE AND OVERPAYMENT: CAN AN EMPLOYER GET ITS MONEY BACK? An adjudicator ruled that a contractor had been overpaid on an interim payment cycle and should repay the overpayment to the employer. In proceedings…more

Biodiversity, Construction Project, Construction Workers, Employer Liability Issues, Project Management

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Key forthcoming EU legislation on Cybersecurity, Artificial Intelligence, Data and Digital Markets

NETWORK AND INFORMATION SECURITY 2 DIRECTIVE (NIS2) - WHO WILL BE IN SCOPE? Operators of essential and important services across various sectors including energy, transport, banking, health, medical devices, chemicals and…more

Artificial Intelligence, Cybersecurity, Data Management, Digital Marketplace, Digital Services

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Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

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

Business Disputes, Business Litigation, Competition, Contract Terms, DE Supreme Court

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WhatsApp for Registered Investment Advisers? A New SEC Enforcement Action, That’s What

On April 3, 2024, the US Securities and Exchange Commission (“SEC”) brought its first enforcement action against a “stand-alone” SEC registered investment adviser (“RIA”) for violations of, among others, Section 204 of and Rule…more

Civil Monetary Penalty, Enforcement Actions, Financial Services Industry, Investment Advisers Act of 1940, Investment Management

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

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Los Angeles Faces Potential Repeal of 'Mansion Tax'

The City of Los Angeles ULA Tax—a new city tax on certain real estate transactions, commonly referred to as the “mansion tax”—may be invalidated through the November 2024 election…more

Ballot Measures, California, City of Los Angeles, Constitutional Amendment, High Net-Worth

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IRS Guidance on Electric Vehicles

IRS and Treasury today issued Revenue Procedure 2022-42, which includes procedures for manufacturers of electric vehicles..…more

Automotive Industry, Electric Vehicles, Internal Revenue Code (IRC), IRS, Motor Vehicles

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2023 Listed Guidance for NYSE and NYSE American Issuers

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and…more

Corporate Governance, Financial Markets, Listing Rules, New Guidance, NYSE

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

See all updates »

Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the efficiency…more

Competition, EU, European Commission, European Court of Justice (ECJ), Membership Interest

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U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

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State Of Sao Paulo Announces First Notice For Paying Debts With Discounts

On February 7, 2024, the State of São Paulo published Resolution PGE/SP No. 06/2024, which regulates the transaction of tax or non-tax debts incurred as overdue liability with the state. Among other relevant provisions, the…more

Brazil, Creditors, Debt, Debtors, International Tax Issues

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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Subscription Credit Facilities: Considerations for Addressing Recallable Capital

Recallable capital has become an increasingly common concept in subscription credit facilities. In this Legal Update, we explain the concept of recallable capital and its role in subscription credit facilities, as well as…more

Capital Assets, Capital Calls, Credit Facilities, Investment Funds, Investors

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The European Commission's Revised Market Definition Notice: a Defining Moment?

Modernising Market Definition - Market definition is a foundational concept and key tool for antitrust analysis.  On February 8, the European Commission ("EC") published a final version of its Revised Market Definition Notice…more

Antitrust Provisions, Digital Marketplace, EU, European Commission, Globalization

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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The Global AI Regulatory Maze: Impacts on Tech Transactions & Governance

In this episode, we explore the ever-evolving realm of AI regulation and how it's reshaping technology transactions and internal governance worldwide. Join host Julian Dibbell and guests Ana Bruder, Arsen Kourinian, and Oliver…more

Artificial Intelligence, Corporate Governance, Cross-Border, Cybersecurity, EU

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Proposed Regulations on Section 45X Advanced Manufacturing Production Tax Credit

On December 14, 2023, the Department of Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed regulations to implement the Section 45X advanced manufacturing production credit established by the…more

Batteries, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS, Minerals

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Facilitating Data Sharing in Open Finance - New Central Bank Resolution

In October of this year, the Central Bank of Brazil announced an important measure to simplify the consent renewal process within the field of Open Finance. Joint Resolution No. 7/2023—which will amend certain articles of Joint…more

Banks, Data Collection, Data Management, Data Protection, Data-Sharing

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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ESMA release Public Statement on Sustainability Disclosures in Prospectuses

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in…more

Disclosure Requirements, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), National Competent Authorities (NCA)

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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What You Need to Know About the CFPB’s Campaign Against Junk Fees

The CFPB has launched an aggressive campaign against so-called “junk fees.” This year the CFPB has released proposed rules targeting overdraft and non-sufficient funds fees and a final rule targeting credit card late fees. Along…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Fees

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TCFD Reporting Pensions Regulator Review of 2023 Reports

The Pensions Regulator (TPR) has published its latest review of pension scheme TCFD reports. This sets out TPR’s observations, feedback and suggested improvements for a selection of 30 reports published in 2023 (10% of the…more

Climate Change, Compensation & Benefits, Compliance, Environmental Social & Governance (ESG), Fund Managers

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SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

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SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings…more

Accredited Investors, Capital Raising, Financial Markets, Regulation D, Regulatory Agenda

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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When the Going Gets Tough the Tough get Going: Brazil Oil & Gas Thrives Despite the Pandemic

Annus horribilis. This is a moniker that oil and gas insiders might well apply to 2020 given the disastrous effects on the industry from Covid-19 pandemic (“Pandemic”) and its accompanying recession which brought a precipitous…more

Brazil, Competitive Bidding, Coronavirus/COVID-19, Divestment, Energy Policy

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Department of Commerce Seeks Comment on Proposed CIP Requirement and Foreign Access Restrictions for US Infrastructure as a Service (IaaS) Providers

On January 29, 2024, the US Department of Commerce’s Bureau of Industry and Security (the “Department”) issued a notice of proposed rulemaking seeking comment on a proposed regulation in response to the Executive Order (E.O.)…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Computing, Comment Period, Customer Identification Program (CIP)

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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Human Rights and the Environment – EU Institutions Reach Political Agreement On Corporate Sustainability Due Diligence Directive

On 14 December 2023, following several rounds of inter-institutional negotiations, the European Council of the European Union (Council) and the European Parliament (Parliament) announced that a political agreement had been…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Due Diligence, Environmental Social & Governance (ESG)

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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MSR Fund Investments: 7 Aspects to Consider

While residential mortgage lenders are facing tough headwinds driven by rising interest rates and low housing volume, the current market presents opportunities for savvy investors looking at mortgage servicing rights (“MSRs”)…more

Consumer Financial Products, Financial Services Industry, Investment Adviser, Investment Management, Lenders

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SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The…more

Accelerated Filers, Publicly-Traded Companies, Sarbanes-Oxley, Securities and Exchange Commission (SEC)

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Cloud + Strategic Partnership: The Evolution of Cloud Services

Competition among cloud platform providers is fierce as they scramble for market share and customers. As cloud providers bundle key products and services—such as AI and other tools—with their “basic” cloud offerings to lure and…more

Cloud Computing, Cloud Service Providers (CSPs), Cloud Storage, Partnership Agreements, Strategic Partnerships

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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Mexican Retirement Funds Financial Regulations Amended

On February 16, 2024, the Ministry of Finance and Public Credit, through the National Commission of the Retirement Savings System (“CONSAR”), issued an amendment to the General Financial Provisions of the Retirement Savings…more

CONSAR, Employee Benefits, Financial Services Industry, International Labor Laws, Mexico

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41st Annual Small Business Forum

Recently, the Securities and Exchange Commission (the “SEC”) released its report to Congress summarizing the principal policy recommendations made at the 41st Annual Government-Business Forum on Small Business Capital Formation…more

Capital Formation, Capital Raising, Crowdfunding, Emerging Growth Companies, Investment Funds

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Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in…more

Board of Directors, Corporate Governance, Diversity, Financial Services Committee, Legislative Agendas

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The Pensions Brief - January 2024

General Code – final version published - The Pensions Regulator (TPR) has published the final version of its new General Code and an accompanying consultation response. The Code consolidates ten of TPR’s existing codes of …more

Employee Benefits, HMRC, Pension Schemes, Pensions, Retirement Plan

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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New Abu Dhabi International Arbitration Centre (arbitrateAD) to operate from February 2024

The Abu Dhabi Chamber of Commerce and Industry (the "Abu Dhabi Chamber") recently announced that the Abu Dhabi Commercial Conciliation and Arbitration Centre ("ADCCAC") will be closed and replaced by a newly launched Abu Dhabi…more

Arbitration, Arbitration Agreements, Business Disputes, International Arbitration, Jurisdiction

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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US FERC: The End of Reactive Power Compensation for Generators?

Many electric power generating companies have filed with the Federal Energy Regulatory Commission (“FERC”) to collect reactive power compensation. FERC has now opened a rulemaking proceeding that would largely wind down most…more

Electric Generation Suppliers, Electricity, FERC, Infrastructure, Oil & Gas

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

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

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Interoperability a Key Concern for Competition Authorities Around the Globe

The US Federal Trade Commission wound down 2023 by emphasizing its focus on the potential competition and consumer protection effects of companies’ efforts to limit the interoperability of their products and services. In late…more

Anti-Competitive, Antitrust Provisions, Antitrust Violations, Competition, Corporate Counsel

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Contract Disputes Arising from the Ukraine Conflict: Issues, Defenses and Lessons for the Future

The ongoing conflict in Ukraine has had a significant impact on commercial activity for many organizations on a local and international scale. Organizations with commercial operations in the region (both Ukraine and Russia) may…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Terms, Economic Sanctions

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Testing times for the "Supplier of Last Resort" regime as UK gas prices continue to rise

Kwasi Kwarteng, UK Business and Energy Secretary is reported to have said on 20 September that “My task is to ensure that any energy supplier failures cause the least amount of disruption to consumers”…more

Gas Prices, Infrastructure, Oil & Gas, Suppliers, Supply Chain

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The New Brazilian Labor Pre-Proceeding Claim

At the end of March, the Brazilian Superior Council of Labor Justice (CSJT) implemented an innovative methodology for resolving labor disputes, through the passage of CSJT Resolution 377/2024. The Pre-Procedural Complaint (RPP )…more

Brazil, Dispute Resolution, Labor Disputes

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The insurance sector responds to the FCA's non-financial misconduct survey

Last week, firms in the insurance sector submitted their responses to the recent survey issued by the Financial Conduct Authority ('FCA') into non-financial misconduct…more

Corporate Misconduct, Data Management, Financial Conduct Authority (FCA), Insurance Regulations, Regulatory Requirements

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Private Credit Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed a new set of reporting requirements for bank loans and commitments to private credit lenders and intermediaries…more

Banking Regulators, Banks, Creditors, FFIEC, Financial Institutions

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Industrial Design in the Spotlight: Key Takeaways in Brazil

Investing in the creation of industrial designs is critical in modern business practice, as it allows a company’s product to stand out in an increasingly competitive market dynamic. Just as important as creating distinctive…more

Brazil, Commercial Use, Copyright, Hague Agreement, Industrial Design

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

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

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Navigating AI in the Workplace and Recruitment

In recent years, we have seen an increase in employers using artificial intelligence (AI) in the workplace, whether to assist with decision-making and staff management across the life-cycle of the employment relationship or to…more

Algorithms, Artificial Intelligence, Bias, Contract Terms, Data Protection

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Restructuring Downloaded: Episode 3

In this episode Sheena Frazer and Amy Jacks discuss issues dealing with European assets post Brexit…more

Corporate Restructuring, Debt Restructuring, EU, Financial Accounting, Insolvency

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WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its…more

Disclosure, Non-Public Information, Public Disclosure, Publicly-Traded Companies, Regulation FD

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TALF 2020 Update: MLSA, Revised FAQs and Related Program Materials

On May 20, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) announced the first subscription date, June 17, 2020, in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). The Fed also…more

Asset-Backed Securities, Federal Reserve, FRBNY, Master Loan and Security Agreement (MLSA), NRSRO

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Is 2:1 The New 1:1?

Over the years, we have reported on many cases in which courts adhered to the Supreme Court’s guidance in State Farm (and Exxon Shipping Co. v. Baker) that, when compensatory damages are “substantial, a 1:1 ratio of punitive to…more

Compensatory Damages, Constitutional Challenges, Excessive Fines Clause, Punitive Damages, Reversal

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The UCC Amendments and Their Impact on Negotiable Instruments in Trade Finance

In its current form, the Uniform Commercial Code (“UCC”) does little to accommodate emerging technologies such as cryptocurrencies and non-fungible tokens.  In efforts to modernize and adapt the Uniform Commercial Code to newer…more

Digital Assets, E-SIGN, Financial Instruments, Financial Regulatory Reform, Popular

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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Cross-Border Transfer of Evidence from Mainland China under International Commercial Dispute Resolution Scenarios

Cross-border transfer of evidence in litigation or arbitration proceedings is no longer innocuous in today’s world, with countries frequently at odds with each other over data security regulations. This was unexpected a decade…more

Arbitration, China, Cross-Border, Cybersecurity, Data Protection

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Hong Kong Court Grants Declaratory Relief for Unclaimed Vehicles at Car Park

Hong Kong’s District Court recently granted a car park operator default judgment in ATL Logistics Centre Hong Kong Ltd v. Wellfit Chun Yip Logistics Ltd DCCJ 3840/2023 for unpaid parking charges and declarations passing parked…more

Debt, Default Judgment, Hong Kong, Motor Vehicles, Parking Lots

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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Isenção de visto de visita para nacionais dos EUA, Canadá e Austrália é prorrogada para 10 de abril de 2025

Isenção de visto de visita para nacionais dos EUA, Canadá e Austrália é prorrogada para 10 de abril de 2025. O governo federal publicou nesta quarta-feira (10), no diário oficial da União, o Decreto Nº 11.982, de 9 de Abril…more

Brazil, Foreign Nationals, International Travel, Visas

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US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have…more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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PCOAB Releases Preview of 2018 Audit Inspection Findings

In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018…more

Audit Reports, Audits, Financial Statements, PCAOB, Publicly-Traded Companies

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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Consultation on UK Carbon Border Adjustment Mechanism ("CBAM")

The UK Government launched a Consultation on the introduction of a UK CBAM on 21 March 2024.  The Consultation closes on 13 June 2024.  This follows the announcement, in December 2023, that the UK would implement a UK CBAM…more

Carbon Emissions, Climate Change, Environmental Policies, Goods or Services, Imports

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Initial reflections on the recent ‘one substance, one assessment' EU proposals

On 7 December 2023, the Commission tabled three legislative proposals (the “Proposal(s)”) to implement the "One-substance-one-assessment" (“OSOA”) announced in the European Green Deal and the Chemicals Strategy for…more

Chemicals, Data Management, Environmental Social & Governance (ESG), EU, Green Deal

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EU Bans Products Made Using Forced Labour – What Should Companies Expect?

On March 5, 2024, the European Parliament and the Council of the European Union reached a "political agreement" on a Regulation prohibiting products made with forced labour ("the EU Forced Labour Regulation" or "the EUFLR") on…more

Corporate Counsel, Critical Infrastructure Sectors, EU, European Commission, Forced Labor

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Human Rights and the Environment: what to expect from the Corporate Sustainability Due Diligence Directive?

Following weeks of uncertainty, the Corporate Sustainability Due Diligence Directive ("CS3D") was finally adopted by the Council of the European Union ("Council") on March 15, 2024…more

Climate Action Plan, Climate Change, Critical Infrastructure Sectors, Due Diligence, Environmental Social & Governance (ESG)

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FCC Declares Authority and Intent to Regulate AI-Generated Calls under the TCPA

On February 8, the Federal Communications Commission (“FCC” or “Commission”) unanimously adopted a Declaratory Ruling (“Ruling”) stating that calls made with AI-generated voices are “artificial” under the Telephone Consumer…more

Artificial Intelligence, Declaratory Rulings, FCC, Regulatory Authority, Regulatory Oversight

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1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance

On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax…more

Buyback Programs, Excise Tax, IRS, Netting Agreements, Stock Repurchases

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TALF 2020 Update: MLSA, Revised FAQs and Related Program Materials

On May 20, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) announced the first subscription date, June 17, 2020, in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). The Fed also…more

Asset-Backed Securities, Federal Reserve, FRBNY, Master Loan and Security Agreement (MLSA), NRSRO

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US BOEM Announces Massive Offshore Wind Auction and Much More

On January 12, 2022, the Bureau of Ocean Energy Management (BOEM) announced that it will hold a competitive auction for six lease areas (totaling roughly 488,000 acres) in the New York Bight area, which is off the coast of New…more

Auction, BOEM, Clean Energy, Competitive Bidding, Energy Policy

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Proactive Contracting for Tech Startups: Will Your Commercial & IP Agreements Help or Hinder an Exit?

Whether you are a startup or an acquiring company, there are several steps you should consider ahead of an exit to protect your deal and avoid issues later on. In this episode, Salt Lake City partners Spencer Glende and Scott…more

Acquisitions, Commercial Contracts, Contract Drafting, Exit Strategies, IP Assignment Agreements

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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The 3 E’s for Proactive Compliance Against AI-Washing

On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024.  He addressed artificial…more

Artificial Intelligence, Innovative Technology, Investment Adviser, Investment Opportunities, Machine Learning

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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ANP Publishes Individual Renovabio Emissions Targets for 2024 and 2023 Results

On March 28, 2024, Brazil’s National Petroleum Agency (ANP) published the mandatory individual targets for reducing greenhouse gas emissions for 2024. These targets consider the global target of 38.78 million Decarbonization…more

Brazil, Climate Action Plan, Climate Change, Energy Policy, Greenhouse Gas Emissions

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Third Circuit Holds Securitization Trusts Can Be Subject to CFPB Enforcement Authority

In a long-awaited decision, the Third Circuit handed the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) a victory in the National Collegiate Student Loan Trust litigation that could have wide-reaching implications for…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Authority, Financial Services Industry

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United States: The Long Read - Lifetime Income Products in CITs on the Rise

As recently noted by the US Department of Labor (“DOL”), since the passage of the Employee Retirement Income Security Act of 1974 (“ERISA”), “the retirement plan landscape has changed significantly, with a shift from defined…more

401k, Annuities, Asset Management, Department of Labor (DOL), Employee Benefits

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US Department of Labor Publishes Final Amendment to QPAM Exemption

On April 3, 2024, the US Department of Labor (“DOL”) published the final amendment (“Amendment”) to Prohibited Transaction Class Exemption 84-14, otherwise known as the “QPAM Exemption” (“Exemption”).1 The Exemption is commonly…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Exemptions, New Amendments

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Federal Court Declares the Corporate Transparency Act Unconstitutional

On March 1, 2024, the US District Court for the Northern District of Alabama declared the Corporate Transparency Act (“CTA”) unconstitutional, and suspended its enforcement against the plaintiffs in that case. While most…more

Beneficial Owner, Commerce Clause, Compliance, Constitutional Challenges, Corporate Transparency Act

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US SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges

Background - On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements…more

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

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SEC Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would…more

Comment Period, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Brazil Tax News: Laws, Provisional Measures, Normative Instructions, and Bill of Law Approved at End of December 2023

Several new rules were approved on December 28, 2023, all extremely relevant to tax law. Our tax team summarizes some of the more relevant new rules..…more

Brazil, International Tax Issues, Tax Benefits, Tax Debt, Tax Liability

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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MSR Fund Investments: 7 Aspects to Consider

While residential mortgage lenders are facing tough headwinds driven by rising interest rates and low housing volume, the current market presents opportunities for savvy investors looking at mortgage servicing rights (“MSRs”)…more

Consumer Financial Products, Financial Services Industry, Investment Adviser, Investment Management, Lenders

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Brazilian IRS Clarifies Taxation of Credits Originated from a Court Decision

On December 19, 2023, the Brazilian IRS published COSIT Answer to Advance Tax Ruling Request No. 308/2023 to clarify the Federal Tax Administration’s position regarding the levy of IRPJ, CSLL, PIS and COFINS on credits accrued…more

Brazil, International Tax Issues, Tax Credits, Tax Levy, Tax Liability

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Mexico - District Judge Suspends Amendment of Hydrocarbons Law That Repealed PEMEX’s Asymmetric Regulation

On May 31, 2021, Judge Juan Pablo Gómez Fierro of the Second District Court for Administrative Matters, specialized in Economic Competition, Broadcasting and Telecommunications ("District Judge"), suspended the amendment to the…more

Energy Commissions, Energy Policy, Energy Reform, Hydrocarbons, Mexico

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The Global AI Regulatory Maze: Impacts on Tech Transactions & Governance

In this episode, we explore the ever-evolving realm of AI regulation and how it's reshaping technology transactions and internal governance worldwide. Join host Julian Dibbell and guests Ana Bruder, Arsen Kourinian, and Oliver…more

Artificial Intelligence, Corporate Governance, Cross-Border, Cybersecurity, EU

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The Green Energy Tax Incentives of the Inflation Reduction Act of 2022

Last Wednesday night, after weeks of negotiations, US Senators Joe Manchin and Chuck Schumer reached a deal on an energy and healthcare bill titled the Inflation Reduction Act of 2022 (the “Act”). The Act includes extensive…more

Energy Policy, Energy Projects, Energy Reform, Green Energy, Infrastructure

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UK Competition and Markets Authority (CMA) reminds fashion retailers that it's not so easy to claim you're green

The UK Competition and Markets Authority ("CMA") has announced that three fashion retailers have signed voluntary undertakings to ensure that consumers have a clearer idea of how green their clothes really are. At the end of…more

Advertising, Antitrust Provisions, Business Strategies, Competition, Environmental Social & Governance (ESG)

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A sustainable automotive sector in the United Kingdom – FAQs on the new UK Battery Strategy

What is the new UK Battery Strategy and why is it important to the automotive sector? On 26 November 2023, the UK Government Department for Business and Trade published the UK Battery Strategy (the "Battery Strategy"),…more

Automotive Industry, Batteries, Electric Vehicles, Investment, Lithium Batteries

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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European Commission adopts delegated regulation relating to sustainability disclosures for STS securitisations

On 5 March 2024, the European Commission adopted a delegated regulation that will supplement the EU Securitisation Regulation with regulatory technical standards ("RTS") in relation to simple, transparent and standardised…more

Automotive Loans, Disclosure Requirements, EU, European Supervisory Authorities (ESAs), Financial Services Industry

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What Does the Narrowing Republican House Majority Mean for Congressional Investigations?

Two developments last week threaten to weaken Republican control over the investigative agenda of the US House of Representatives. First, House Republicans’ narrow majority continues to shrink, with Representative Mike Gallagher…more

Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Congressional Subpoenas, Senate Committees

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Amendments to the EU Securitisation Regulation – the new synthetic STS framework and adjustments in relation to non-performing exposures

Overview - Two regulations amending the EU Securitisation Regulation1 and the Capital Requirements Regulation2 (the “CRR”) respectively have now come into force. Regulation (EU) 2021/557 of the European Parliament and of…more

Capital Requirements Regulation (CRR), EU, Securitization, Securitization Standards, Special Purpose Entities

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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Brexit: The Way Forward

After three and a half years of negotiations and uncertainty, the United Kingdom left the European Union at 11 p.m. on 31 January 2020. But when will Brexit actually be done? The scale of the task ahead for the UK and EU is…more

EU, Member State, No-Deal Brexit, Trade Relations, Transitional Arrangements

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New Rev Proc 2020-44 Provides Limited Relief for Amending Legacy Contracts to Add IBOR Fallbacks

On Friday, October 9, 2020, the US Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Financial Services Industry, Inter-Bank Offered Rates (IBORs), ISDA, Legacy Contracts

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

See all updates »

Legal Update: regulatory technical standards on homogeneity for STS transactions published in official journal

The EU has, on 6 November 2019, published in the Official Journal a delegated regulation (the “Delegated Regulation”) supplementing the EU Securitisation Regulation (the “Securitisation Regulation”) with regard to regulatory…more

Capital Requirements, Capital Requirements Regulation (CRR), EU, European Securities and Markets Authority (ESMA), Financial Institutions

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

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Third Time’s the Charm? SEC Adopts Final Disclosure Rules for Resource Extraction Issuers

On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of…more

Disclosure Requirements, Dodd-Frank, Form SD, Natural Resources, Oil & Gas

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Broker-Dealer Settles FINRA Charges for Failures Relating to Use of Social Media Influencer Program

On March 18, 2024, FINRA announced that it has fined a broker-dealer $850,000 in connection with the firm’s program to pay individuals with followings on social media sites (i.e., “influencers”) to promote the firm in social…more

Broker-Dealer, Disclosure Requirements, Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Influencers

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Navigating AI in the Workplace and Recruitment

In recent years, we have seen an increase in employers using artificial intelligence (AI) in the workplace, whether to assist with decision-making and staff management across the life-cycle of the employment relationship or to…more

Algorithms, Artificial Intelligence, Bias, Contract Terms, Data Protection

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Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC…more

Financial Regulatory Reform, Holding Periods, Publicly-Traded Companies, Resale Exemption, Rule 144

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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New NPL Law in Germany - German Secondary Credit Market Act– Revitalization of the Non-Performing Loans Market and Creating New Market Opportunities?

On 30 December 2023 the German Secondary Credit Market Promotion Act (Kreditzweitmarktförderungsgesetz) entered into force, which simplifies dealing in non-performing loans (“NPLs“) by introducing a new law, the German Secondary…more

Consumer Financial Products, Financial Institutions, Financial Services Industry, Germany, Non-Performing Loans (NPL)

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Subscription Finance: Commingling Collateral Accounts

For loans primarily secured by a cash flow stream, subscription facility lenders heavily depend on collateral accounts as a key element of the security package. In this Legal Update, we delve into why subscription facilities…more

Borrowers, Capital Contributions, Collateral, Commingling, Financial Institutions

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UK Competition and Markets Authority (CMA) reminds fashion retailers that it's not so easy to claim you're green

The UK Competition and Markets Authority ("CMA") has announced that three fashion retailers have signed voluntary undertakings to ensure that consumers have a clearer idea of how green their clothes really are. At the end of…more

Advertising, Antitrust Provisions, Business Strategies, Competition, Environmental Social & Governance (ESG)

See all updates »

SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

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

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

See all updates »

Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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The Benefits of Term Debt Tranches in Fund Finance Products – and What to Consider When Utilizing Term Debt

With new banking rules on the horizon for financial institutions, lenders are looking for new strategies to bolster lending capacity and accommodate debt issuances. One such option is term debt…more

Basel III, Borrowers, Credit Agreements, Debt, Financial Institutions

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A Reminder Of The Circumstances In Which ADR Provisions In Dispute Resolution Clauses Will Not Be Enforced

Will the English Courts always give effect to a mandatory, binding dispute resolution clause that includes ADR as a condition precedent to litigation?  The decision in the recent case of Lancashire Schools v Lendlease serves as…more

Breach of Contract, Commercial Court, Construction Defects, Contractors, Dispute Resolution

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The Biden Infrastructure Plan: Where Do We Go From Here?

On March 31, the Biden Administration released its much-anticipated American Jobs Plan (the “AJP”), which outlines $2.3 trillion of proposed spending on not only traditional infrastructure programs, but also climate change,…more

Biden Administration, Budget Reconciliation, Corporate Taxes, Economic Development, Electric Vehicles

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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The Promise and Potential of Blockchain and New UCC Article 12

Executive Summary: In the summer and fall of 2022, electronic transactions were undergoing a sea change, but riding different tides: in the summer, the Uniform Law Commission approved a set of amendments to the Uniform…more

Blockchain, Cryptocurrency, Digital Assets, E-SIGN, Electronic Data Transmissions

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Limitations on Liability Exceptions – Interplay between Contract Terms and Legal Principles

In contracts, parties typically seek to limit their liability to each other, both in terms of the types of damages or actions for which a party will have liability and the amount of damages that can be recovered, as well as, in…more

Breach of Contract, Contract Negotiations, Contract Terms, Damages, Gross Negligence

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Adler: Court of Appeal sets aside sanction of a Restructuring Plan

In the first appeal of a restructuring plan under Part 26A Companies Act 2006, the English Court of Appeal unanimously set aside the first instance decision sanctioning the plan proposed by AGPS BondCo PLC, part of the Adler…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Cramdown, Creditors

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The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the…more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

See all updates »

Consultation on UK Carbon Border Adjustment Mechanism ("CBAM")

The UK Government launched a Consultation on the introduction of a UK CBAM on 21 March 2024.  The Consultation closes on 13 June 2024.  This follows the announcement, in December 2023, that the UK would implement a UK CBAM…more

Carbon Emissions, Climate Change, Environmental Policies, Goods or Services, Imports

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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Consultation on UK Carbon Border Adjustment Mechanism ("CBAM")

The UK Government launched a Consultation on the introduction of a UK CBAM on 21 March 2024.  The Consultation closes on 13 June 2024.  This follows the announcement, in December 2023, that the UK would implement a UK CBAM…more

Carbon Emissions, Climate Change, Environmental Policies, Goods or Services, Imports

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SEC Adopts Rules to Require Registration of Certain Persons Engaging in Liquidity-Providing Activities as “Dealers” and “Government Securities Dealers”

On February 5, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules – SEC Rules 3a5-4 and 3a44-2 (collectively, the “Final Rules”) – to further define the phrase “as part of a regular business” used in the…more

Broker-Dealer, Financial Markets, Financial Services Industry, Liquidity, New Rules

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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For the First Time, the US SEC Sanctions an NFT Issuer for Selling Unregistered Securities in SEC v. Impact Theory

In a published settlement of the charges on August 28, 2023, the US Securities and Exchange Commission (“SEC”) stated that non-fungible tokens (“NFTs”) issued by Impact Theory, LLC (“Impact”) were “securities” under US federal…more

Cryptoassets, Cryptocurrency, Digital Assets, Enforcement Actions, Ethereum

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US, EU and UK Adopt New Russia Sanctions and Export Controls as Ukraine War Hits Two-Year Mark

Following the invasion of Ukraine by Russia on February 24, 2022, the United States ("US"), the European Union ("EU"), and the United Kingdom ("UK") adopted—together with their allies—successive waves of sanctions, in an…more

Critical Infrastructure Sectors, Economic Sanctions, Entity List, EU, Export Controls

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Restructuring Downloaded: Episode 3

In this episode Sheena Frazer and Amy Jacks discuss issues dealing with European assets post Brexit…more

Corporate Restructuring, Debt Restructuring, EU, Financial Accounting, Insolvency

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2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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US Treasury Issues Advance Notice of Proposed Rulemaking Increasing CFIUS Enforcement Authorities

On April 11, 2024, the US Department of the Treasury (“Treasury”) announced an Advance Notice of Proposed Rulemaking (“ANPRM”) that would amend several provisions of Committee on Foreign Investment in the United States (“CFIUS”)…more

Advanced Notice of Proposed Rulemaking (ANPRM), CFIUS, Foreign Investment, Regulatory Agenda, U.S. Treasury

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New Mexican Power Regulatory Framework – Defense Mechanisms Available to Investors

The current administration has sustained an attack against the electricity legal framework established by its predecessor. The new framºework reflects a major change in policy concerning the participation of the private sector…more

Competition, Electricity, Energy Policy, Energy Reform, Investor Protection

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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TPR guidance on private markets investment

The Pensions Regulator ("TPR") has issued guidance for trustees of occupational pension schemes who are considering investing in private markets.  This follows on from the Chancellor’s 2023 Mansion House reforms, which were…more

Employee Benefits, Investment, Pension Schemes, Pensions, Retirement Plan

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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The Promise and Potential of Blockchain and New UCC Article 12

Executive Summary: In the summer and fall of 2022, electronic transactions were undergoing a sea change, but riding different tides: in the summer, the Uniform Law Commission approved a set of amendments to the Uniform…more

Blockchain, Cryptocurrency, Digital Assets, E-SIGN, Electronic Data Transmissions

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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WhatsApp for Registered Investment Advisers? A New SEC Enforcement Action, That’s What

On April 3, 2024, the US Securities and Exchange Commission (“SEC”) brought its first enforcement action against a “stand-alone” SEC registered investment adviser (“RIA”) for violations of, among others, Section 204 of and Rule…more

Civil Monetary Penalty, Enforcement Actions, Financial Services Industry, Investment Advisers Act of 1940, Investment Management

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Third Circuit Holds Securitization Trusts Can Be Subject to CFPB Enforcement Authority

In a long-awaited decision, the Third Circuit handed the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) a victory in the National Collegiate Student Loan Trust litigation that could have wide-reaching implications for…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Authority, Financial Services Industry

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UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

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

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The Private Fund Adviser Rule and the Kirschner Decision: An August Doubleheader

The regulatory and judicial developments of the last few days relating to the loan markets and to loan funds have been significant. On Tuesday, lenders and borrowers were concerned about a world in which syndicated and…more

Collateralized Loan Obligations, Consumer Financial Products, Financial Institutions, Financial Services Industry, Loans

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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US Treasury Issues Advance Notice of Proposed Rulemaking Increasing CFIUS Enforcement Authorities

On April 11, 2024, the US Department of the Treasury (“Treasury”) announced an Advance Notice of Proposed Rulemaking (“ANPRM”) that would amend several provisions of Committee on Foreign Investment in the United States (“CFIUS”)…more

Advanced Notice of Proposed Rulemaking (ANPRM), CFIUS, Foreign Investment, Regulatory Agenda, U.S. Treasury

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Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Proposed Regulations on Section 45X Advanced Manufacturing Production Tax Credit

On December 14, 2023, the Department of Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed regulations to implement the Section 45X advanced manufacturing production credit established by the…more

Batteries, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS, Minerals

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Whose Role is It Anyway? Distinguishing Corporate Officers from Directors

Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally implement…more

Board of Directors, Corporate Governance, Corporate Officers, Corporate Transparency Act, Directors

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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SEC Investor Advisory Committee Panel Discusses Digital Engagement Practices

On June 22, 2023, the Investor Advisory Committee (“IAC”) of the US Securities and Exchange Commission (“SEC” or “Commission”) held a panel discussion regarding current challenges and potential improvements to the use of digital…more

Compliance, Conflicts of Interest, Crypto Exchanges, Investor Advisory Committee, Investors

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HNW Feeder Funds: Considerations in Connection with a Subscription Credit Facility

High net worth feeder funds (“HNW Feeder Funds”) have emerged as a strategic resource for private equity funds seeking additional sources of capital. The HNW Feeder Fund structure often involves a partnership between private…more

Capital Controls, Credit Facilities, Feeder Funds, Financial Institutions, Investment

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

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Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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TCFD Reporting Pensions Regulator Review of 2023 Reports

The Pensions Regulator (TPR) has published its latest review of pension scheme TCFD reports. This sets out TPR’s observations, feedback and suggested improvements for a selection of 30 reports published in 2023 (10% of the…more

Climate Change, Compensation & Benefits, Compliance, Environmental Social & Governance (ESG), Fund Managers

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Maryland Enacts First in the Nation Energy Storage Tax Credit

On May 4, 2017, Maryland became the first state in the country to offer a tax credit for energy storage systems with Governor Larry Hogan’s (R) signing of Senate Bill No. 758…more

Energy Sector, Energy Storage, Income Taxes, New Legislation, Renewable Energy

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about…more

10b5-1 Plans, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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The Global AI Regulatory Maze: Impacts on Tech Transactions & Governance

In this episode, we explore the ever-evolving realm of AI regulation and how it's reshaping technology transactions and internal governance worldwide. Join host Julian Dibbell and guests Ana Bruder, Arsen Kourinian, and Oliver…more

Artificial Intelligence, Corporate Governance, Cross-Border, Cybersecurity, EU

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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US Senate Enacts Legislation to Extend the Paycheck Protection Program

After $349 billion in paycheck protection program (“PPP”) loans were exhausted in just 13 days, the U.S. Senate today enacted legislation to provide additional funding for the program, including at least $60 billion set aside…more

CARES Act, Coronavirus/COVID-19, Economic Injury Disaster Loans, Federal Loans, Financial Stimulus

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A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii)…more

Banks, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Financial Institutions, Financial Regulatory Reform

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NYDFS Finalizes Climate Risk Management Guidance

On December 21, 2023, the New York Department of Financial Services (“NYDFS”) finalized guidance on how the banks and mortgage institutions it regulates (“New York Institutions”) should manage climate-related financial and…more

Climate Action Plan, Climate Change, Consumer Financial Products, Corporate Governance, Environmental Social & Governance (ESG)

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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EBA publishes its report on the creation of an STS framework for synthetic securitisations

Introduction - The European Banking Authority (the “EBA”) has recently published its report on the feasibility of a framework for simple, transparent and standardised (“STS”) synthetic securitisations (the “EBA Report”). The…more

Capital Requirements Regulation (CRR), EU, European Banking Authority (EBA), European Securities and Markets Authority (ESMA), Financial Markets

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Understanding the Trends: A Review of Insolvency Litigation in Hong Kong in 2023

Insolvency litigation witnessed intriguing developments across multiple aspects in Hong Kong in 2023, ranging from the court’s updated Practice Direction on Bankruptcy and Winding-Up Proceedings to on-going debate surrounding…more

Bankruptcy Court, Commercial Bankruptcy, Hong Kong, Insolvency, Jurisdiction

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Hong Kong's New Capital Investment Entrant Scheme

Introduced in the 2023-2024 Budget, the new and revamped Capital Investment Entrant Scheme (New CIES) aims at enriching the talent pool and attracting more new capital to Hong Kong. It is one of the eight policy measures under…more

Asset Management, Capital Investments, Capital Markets, Eligibility, Financial Services Industry

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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The New Brazilian Labor Pre-Proceeding Claim

At the end of March, the Brazilian Superior Council of Labor Justice (CSJT) implemented an innovative methodology for resolving labor disputes, through the passage of CSJT Resolution 377/2024. The Pre-Procedural Complaint (RPP )…more

Brazil, Dispute Resolution, Labor Disputes

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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State of Louisiana Granted Primacy Over Class VI Wells

Executive Summary - The State of Louisiana recently achieved a significant milestone in the regulation of the carbon capture and sequestration (CCS) industry by obtaining primary enforcement authority (primacy) over Class VI…more

Carbon Capture and Sequestration, Carbon Emissions, Department of Natural Resources, Environmental Justice, Environmental Policies

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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ANPD Applies First Sanctions of 2024

The Brazilian Data Protection Authority (Autoridade Nacional de Proteção de Dados, “ANPD”), applied its first two sanctions of 2024 against two Brazilian governmental institutions. It is worth noting that, as both are public…more

Brazil, Data Breach, Data Protection, Data Protection Authority, Enforcement Actions

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth…more

Acquisition Agreements, Corporate Sales Transactions, Hong Kong, Insurance Brokers, Merger Agreements

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Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth…more

Acquisition Agreements, Corporate Sales Transactions, Hong Kong, Insurance Brokers, Merger Agreements

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New Version of US Internal Revenue Service Form W-9 Requires Partnership Look-Through

In March 2024, the Internal Revenue Service (“IRS”) released a new revision to Form W-9. Forms W-9 previously provided or collected do not expire nor need to be refreshed due to the publication of the new revision…more

Business Ownership, Domestic Partnership, Federal Taxes, Foreign Partner, Form W-9

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The US Foreign Agents Registration Act (FARA): Key Issues to Watch in 2024

With recent high-profile prosecutions continuing to draw attention to the Foreign Agents Registration Act (FARA) and related political laws, and a number of notable announcements by Department of Justice (DOJ) officials at a…more

Criminal Prosecution, Department of Justice (DOJ), Foreign Agents, Foreign Agents Registration Act (FARA), Foreign Governments

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Brazil’s CNPE Includes 11 Blocks in the Permanent Offer (Production Sharing) and Adjusts Local Content Percentages

On December 27th, 2023, the National Energy Policy Council ("CNPE") published Resolution No. 11/2023 ("Resolution") in the Official Gazette, authorizing the offer of 11 blocks in total in the production sharing regime under the…more

Brazil, Energy Policy, Infrastructure, Oil & Gas

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs…more

C&DIs, Corporate Governance, Disclosure Requirements, Pay-for-Performance, Publicly-Traded Companies

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CFPB Wins Reversal of Dismissal – And Key Ruling on Securitization Trusts

Earlier last week, the Consumer Financial Protection Bureau (“CFPB”) won an important court ruling in a long-running case against student loan securitization trusts. The case has a long (and for the CFPB, somewhat ignoble)…more

Consumer Financial Protection Bureau (CFPB), Dismissals, Reversal, Securitization, Structured Financial Products

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The US National Defense Authorization Act for Fiscal Year 2024: Important Changes to Procurement Laws and Policy

On December 22, 2023, President Joe Biden signed into law the National Defense Authorization Act for Fiscal Year 2024 (“NDAA” or the “Act”). This year’s NDAA authorizes a total of $883.7 billion to address the most significant…more

Department of Defense (DOD), Federal Acquisition Regulations (FAR), Federal Contractors, NDAA

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The Impact of Tax Reform: What Equipment Leasing Companies Need to Know

The Equipment Leasing and Finance Association has published our article The Impact of Tax Reform: What Leasing Companies Need to Know (subscription required). We are also pleased to be able to make the article available in PDF…more

Business Taxes, Corporate Taxes, Heavy Equipment, Income Taxes, Net Operating Losses

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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A New Chapter: Next Evolutionary Phase of the New PRC Company Law – Part II: Corporate Governance

The long-awaited amended Company Law (New Company Law) was enacted on 29 December 2023, effective from 1 July 2024. The new amendments are arguably the most significant since China established its company law regime back in…more

Board of Directors, Capital Contributions, China, Corporate Governance, Corporate Structures

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

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The Department of Labor’s ESG-less Final ESG Rule

On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment…more

Business Strategies, Corporate Governance, Corporate Social Responsibility, Department of Labor (DOL), Employee Benefits

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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The Promise and Potential of Blockchain and New UCC Article 12

Executive Summary: In the summer and fall of 2022, electronic transactions were undergoing a sea change, but riding different tides: in the summer, the Uniform Law Commission approved a set of amendments to the Uniform…more

Blockchain, Cryptocurrency, Digital Assets, E-SIGN, Electronic Data Transmissions

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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The European Commission's Revised Market Definition Notice: a Defining Moment?

Modernising Market Definition - Market definition is a foundational concept and key tool for antitrust analysis.  On February 8, the European Commission ("EC") published a final version of its Revised Market Definition Notice…more

Antitrust Provisions, Digital Marketplace, EU, European Commission, Globalization

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Fourth Circuit Reverses Findings Of Vicarious Punitive Liability Under Title VII And North Carolina Law

Making important law on the question of vicarious liability for punitive damages, the Fourth Circuit recently reversed awards of punitive damages under Title VII and North Carolina law in Ward v. AutoZoners…more

AutoZone, Civil Rights Act, Emotional Distress Damages, Hostile Environment, Punitive Damages

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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FCC Declares Authority and Intent to Regulate AI-Generated Calls under the TCPA

On February 8, the Federal Communications Commission (“FCC” or “Commission”) unanimously adopted a Declaratory Ruling (“Ruling”) stating that calls made with AI-generated voices are “artificial” under the Telephone Consumer…more

Artificial Intelligence, Declaratory Rulings, FCC, Regulatory Authority, Regulatory Oversight

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Challenging Times Ahead For Brazilian Companies And Investors

Brazil has been the single largest recipient of foreign direct investment in Latin America for some time due to its size (7th largest economy and 2nd biggest population in the western hemisphere), its wealth of natural…more

Brazil, Capital Markets, Chapter 11, Commercial Bankruptcy, Debt Restructuring

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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US DoD Proposes Final Rule for Cybersecurity Maturity Model Certification (CMMC)

On December 26, 2023, the Department of Defense (“DoD”) published the long-awaited Proposed Final Rule for the Cybersecurity Maturity Model Certification (“CMMC”) program. At a high level, the CMMC program is a mechanism by…more

Cooperative Compliance Regime, Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Defense Sector, Department of Defense (DOD)

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The UK Online Safety Regime: Five Months On

When the UK Online Safety Act (the "Act") became law on 26 October 2023, it had established one of the most comprehensive online safety regulatory frameworks in the world. The Act's intention is to make the use of online…more

Cybersecurity, Data Privacy, Data Protection, Digital Service Providers, OFCOM

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Argument Shifting at the PTAB: Balancing the Right of Reply against the Petition’s Role as Case-in-Chief

A vexing issue in post-grant patent practice is understanding the limits of how far a patent challenger can deviate from the four corners of its petition during the proceeding. The petition is the challenger’s case-in-chief…more

Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents, Post-Grant Review

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Offshore Wind: New California Law Aims to Simplify and Expedite Offshore Wind Energy Development

California recently enacted two laws—the Offshore Wind Expediting Act (SB 286) and the California Offshore Wind Advancement Act (AB 3)—to accelerate the development of offshore wind energy that could have significant…more

California, California Coastal Commission, CEQA, Clean Energy, Energy Policy

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Decision Alert: Northern District of Texas Expands Fiduciary Liability To Cover Non-ESG Fund Managers’ ESG-Related Conduct

Case Name and Number: Spence v. American Airlines, Inc., et al., No. 4:23-cv-00552 - Introduction - On February 21, 2024, Judge Reed O’Connor in the Northern District of Texas (the “Court”) denied a motion to dismiss an…more

401k, American Airlines, Benefit Plan Sponsors, Employee Benefits, Employee Retirement Income Security Act (ERISA)

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Brazilian Courts Issue Injunctions on Gender Pay Parity Law

Brazilian Courts have already ruled on the controversial Brazil’s Gender Pay Parity Law (Law No. 14.611 of 2023 – “Equal Pay Act”)—regulated by Decree No. 11.795 of 2023 and Ordinance No. 3.714 of 2023. The Equal Pay act entered…more

Brazil, Employer Liability Issues, Equal Pay, Gender Equity, Gender-Based Pay Discrimination

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Business Development Companies: Facts & Stats

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank lenders…more

BDC, Business Development Companies, Capital Markets, Consumer Financial Products, Financial Services Industry

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Insurance Technology and Innovation: Meeting Consumer Demands

The way consumers purchase goods and services is rapidly changing, and insurance is no exception. AI, advanced analytics, smart devices and other technologies are enabling new capabilities, and insurance companies, together with…more

Consumer Insurance Products, Innovation, Insurance Contracts, Insurance Industry, Insurtech

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

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

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The Green Energy Tax Incentives of the Inflation Reduction Act of 2022

Last Wednesday night, after weeks of negotiations, US Senators Joe Manchin and Chuck Schumer reached a deal on an energy and healthcare bill titled the Inflation Reduction Act of 2022 (the “Act”). The Act includes extensive…more

Energy Policy, Energy Projects, Energy Reform, Green Energy, Infrastructure

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Business Opportunities in Brazilian Ports

Our team has prepared a summary on the main business opportunities in Brazilian ports. Below are the main opportunities that have been announced, are preparing to take effect, or are currently in progress…more

Brazil, Maritime Transport, Ocean Transportation System, Ports, Shipping

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Senado aprova projeto de lei que cria diversos incentivos fiscais para produção de fertilizantes

No dia 6 de março, a Comissão de Agricultura (CRA) aprovou o Projeto de Lei nº 699/23 (PL 699/2023), que propõe a instituição do Programa de Desenvolvimento da Indústria de Fertilizantes (PROFERT). De acordo com o PL 699/2023,…more

Agricultural Sector, Brazil, Fertilizers, Imports, Infrastructure

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Deliberation Establishes Jurisdiction for Environmental Licensing of Municipalities in the State of São Paulo

On February 21, 2024, Deliberation of the State Environmental Council (CONSEMA) No. 01/2024 was published in the Official Gazette, establishing jurisdictions for the municipal environmental licensing of enterprises and…more

Impact Assessments, Jurisdiction, Municipalities, Waste Management

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

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

Business Disputes, Business Litigation, Competition, Contract Terms, DE Supreme Court

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A sustainable automotive sector in the United Kingdom – FAQs on the new UK Battery Strategy

What is the new UK Battery Strategy and why is it important to the automotive sector? On 26 November 2023, the UK Government Department for Business and Trade published the UK Battery Strategy (the "Battery Strategy"),…more

Automotive Industry, Batteries, Electric Vehicles, Investment, Lithium Batteries

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US House Rules Committee Modifies the “Build Back Better Act”

In less than a week, the Rules Committee of the US House of Representatives (the “Rules Committee”) released two versions of modified legislative text of H.R. 5376, the Build Back Better Act. The first version was released on…more

Alternative Minimum Tax, Biden Administration, Carbon Emissions, Clean Energy, Corporate Taxes

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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WhatsApp All Over Again: The SEC Brings More Recordkeeping Charges Against Broker-Dealers and Investment Advisers for Off-Channel Communications

On February 9, 2024, the Securities and Exchange Commission (SEC) announced charges against five broker-dealers, seven dually registered broker-dealers and investment advisers, and four affiliated investment advisers for…more

Broker-Dealer, Civil Monetary Penalty, Electronic Communications, Enforcement Actions, Financial Services Industry

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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The US Inflation Reduction Act, Solar and REITs

The Inflation Reduction Act of 2022 (the “IRA”), which was signed into law on Tuesday, August 16, 2022, includes an investment of over $369 billion in energy security and climate change. There has been a lot of discussion about…more

Biden Administration, Energy Projects, Energy Tax Incentives, Inflation Reduction Act (IRA), Investment Tax Credits

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Fannie and Freddie to Relax Servicer Advance Requirements for Loans in Forbearance

This week, the Federal Housing Finance Agency (“FHFA”) announced an eagerly awaited policy allowing Fannie Mae and Freddie Mac (the “Agencies”) to address one aspect of the liquidity crisis for mortgage servicers facing mounting…more

Coronavirus/COVID-19, Fannie Mae, FHFA, Forbearance Agreements, Freddie Mac

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Mexico – CRE Fixes Maximum LP Gas Prices after SENER Issues Emergency Guideline

After a brief review before the Federal Regulatory Improvement Commission (Comisión Nacional de Mejora Regulatoria, “CONAMER”), on July 28, 2021, the Ministry of Energy (Secretaría de Energía, “SENER”) published in the Federal…more

Energy Policy, Energy Reform, Infrastructure, Mexico, Oil & Gas

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Audit Committees: Are They Overworked?

On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency.  The panel was led by James Andrus, with presentations of new research by Lauren Cunningham…more

Audit Committee, Board of Directors, Risk Allocation, Securities and Exchange Commission (SEC), Securities Regulation

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US Congressional Investigations Continue to Pick Up Steam as 2024 Begins

As the 2024 legislative session commences, Congress is poised to focus on conducting investigations of not only the Biden administration but also the private sector. With most legislative activity largely stalled until after the…more

Biden Administration, Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Legislative Agendas

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Subscription Finance: Commingling Collateral Accounts

For loans primarily secured by a cash flow stream, subscription facility lenders heavily depend on collateral accounts as a key element of the security package. In this Legal Update, we delve into why subscription facilities…more

Borrowers, Capital Contributions, Collateral, Commingling, Financial Institutions

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

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US House Committee Proposes Reset to US - China Economic Relationship

On December 12, 2023, the US House Select Committee on the Chinese Communist Party (CCP) (“Select Committee”) released a report titled “Reset, Prevent, Build: A Strategy to Win America’s Economic Competition with the Chinese…more

CFIUS, China, Economic Sanctions, Exports, FIRRMA

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U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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Consultation on UK Carbon Border Adjustment Mechanism ("CBAM")

The UK Government launched a Consultation on the introduction of a UK CBAM on 21 March 2024.  The Consultation closes on 13 June 2024.  This follows the announcement, in December 2023, that the UK would implement a UK CBAM…more

Carbon Emissions, Climate Change, Environmental Policies, Goods or Services, Imports

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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SEC Proposes New Rules on Public Company Cybersecurity Disclosures

Background - On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks…more

Business Development Companies, Comment Period, Cyber Incident Reporting, Cybersecurity, Data Breach

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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SEC Charges Five Registered Investment Advisers for Marketing Rule Violations

The US Securities and Exchange Commission (“SEC”) recently settled charges against five registered investment advisers for violations of Rule 206(4)-1 (“Marketing Rule”) under the Investment Advisers Act of 1940, as amended…more

Capital Markets, Enforcement Actions, Investment Adviser, Investment Advisers Act of 1940, Securities and Exchange Commission (SEC)

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

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Protecting Against Vendor Bankruptcy in Service and License Agreements

When one of your key technology customers or vendors files for bankruptcy, what is the impact on your company? And what can your company do to mitigate the impact? Join Mayer Brown counsel Monique Mulcare and partners Richard…more

Best Practices, Commercial Bankruptcy, License Agreements, Service Agreements, Vendors

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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BioUtah Podcast with Vera Nackovic

Join BioUtah president & CEO Kelvyn Cullimore and Mayer Brown’s Vera Nackovic in a discussion about current trends and issues in the life sciences industry…more

Biologics, Biosimilars, Biotechnology, Intellectual Property Protection, Life Sciences

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The ABCs of Anti-Corruption and Bribery Law: What Preceded Brazil’s “Operation Car Wash” and What Comes Next?

Corruption, embezzlement, fraud, these are all characteristics which exist everywhere. It is regrettably the way human nature functions, whether we like it or not…more

Anti-Corruption, Brazil, Bribery, Corruption, Critical Infrastructure Sectors

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FINRA Update on Targeted Exam Regarding Crypto Asset Communications – Potential Violations in 70% of Retail Communications Reviewed

On January 23, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) published an update to the targeted exam it launched in November 2022, which was designed to review – for compliance with FINRA Rule 2210 – the…more

Blockchain, Consumer Financial Products, Cryptoassets, Cryptocurrency, Digital Assets

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What’s the Deal? – Stock Repurchase Programs: Useful Reminders

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases, Publicly-Traded Companies

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US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have…more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

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The Biden Infrastructure Plan: Where Do We Go From Here?

On March 31, the Biden Administration released its much-anticipated American Jobs Plan (the “AJP”), which outlines $2.3 trillion of proposed spending on not only traditional infrastructure programs, but also climate change,…more

Biden Administration, Budget Reconciliation, Corporate Taxes, Economic Development, Electric Vehicles

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The insurance sector responds to the FCA's non-financial misconduct survey

Last week, firms in the insurance sector submitted their responses to the recent survey issued by the Financial Conduct Authority ('FCA') into non-financial misconduct…more

Corporate Misconduct, Data Management, Financial Conduct Authority (FCA), Insurance Regulations, Regulatory Requirements

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Sixth Circuit Invalidates Tennessee’s Punitive-Damages Cap and Holds That Punitive Damages Are Available Under Tennessee Law For Bad-Faith Denial Of Insurance Benefits

Should divided panels of federal appellate courts really be deciding state-law issues of first impression? That’s what happened last month in Lindenberg v. Jackson National Life Insurance Co. In Lindenberg, two Sixth Circuit…more

Appeals, Bad Faith, Breach of Contract, Constitutional Challenges, Damage Caps

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Charting the Path: Major Developments in Hong Kong Arbitration Law in 2023

In this review, we reflect on significant developments in the field of arbitration in Hong Kong over the past year. Key developments in 2023 included: 1. Multi-tiered dispute resolution clause – compliance with…more

Arbitral Authority, Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Challenging Times Ahead For Brazilian Companies And Investors

Brazil has been the single largest recipient of foreign direct investment in Latin America for some time due to its size (7th largest economy and 2nd biggest population in the western hemisphere), its wealth of natural…more

Brazil, Capital Markets, Chapter 11, Commercial Bankruptcy, Debt Restructuring

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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USPTO: AI Use in Invention Process Does Not Foreclose Patentability

In accordance with an executive order on the use of artificial intelligence (“AI”), the United States Patent and Trademark Office (“USPTO”) published guidance on February 13, 2024, that explained that a human can obtain a patent…more

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

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Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

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

Business Disputes, Business Litigation, Competition, Contract Terms, DE Supreme Court

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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AIFMD II – What EU and non-EU fund managers need to know

In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, EU, European Commission

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Energy Tax Implications of the Administration’s FY2022 Budget Tax Proposals

On May 28, 2021, the Biden administration (the “Administration”) released its FY2022 budget (the “Budget”), which includes proposed investments related to infrastructure, clean energy and research and development. Alongside the…more

Air Pollution, Biden Administration, Corporate Taxes, Federal Budget, Federal Funding

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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SBA Releases Guidance on PPP Small Business Loans

The Small Business Administration (SBA) released an interim final rule this evening outlining key provisions of the SBA’s Paycheck Protection Program (PPP) and the provisions of the CARES Act relating to loan forgiveness. The…more

Business Interruption, CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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Private Credit Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed a new set of reporting requirements for bank loans and commitments to private credit lenders and intermediaries…more

Banking Regulators, Banks, Creditors, FFIEC, Financial Institutions

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Legacy CMBS Added as Eligible Collateral under TALF Program

Last week, the Federal Reserve announced additional actions to support the U.S. economy, which included expanding its Term Asset-Backed Securities Loan Facility (“TALF 2020”) to include legacy commercial mortgage-backed…more

Asset-Backed Securities, CMBS, Collateral, Collateralized Loan Obligations, Federal Reserve

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TALF 2020 Update: Federal Reserve Bank of New York Releases FAQs and Revised Term Sheet

On May 12, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) issued new Frequently Asked Questions1 and a revised term sheet2 in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). This…more

Asset-Backed Securities, Eligibility Determination, FRBNY, Loans, Special Purpose Vehicles

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TALF 2020 and CLOs: Progress in the Right Direction, but Has Enough Changed?

On May 12, 2020, the Federal Reserve Bank of New York (the “New York Fed”) announced the issuance of updated Terms and Conditions1 and a Frequently Asked Questions document (the “FAQs”)2 regarding the 2020 Term Asset-Backed…more

Asset-Backed Securities, CMBS, Collateralized Loan Obligations, Eligibility Determination, Libor

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What Does the Narrowing Republican House Majority Mean for Congressional Investigations?

Two developments last week threaten to weaken Republican control over the investigative agenda of the US House of Representatives. First, House Republicans’ narrow majority continues to shrink, with Representative Mike Gallagher…more

Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Congressional Subpoenas, Senate Committees

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure…more

10b5-1 Plans, Affirmative Defenses, Corporate Governance, Disclosure Requirements, Insider Trading

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The JCT Design and Build 2024 has arrived: here are some of the key changes

The JCT Design and Build 2024 contract has now been released, marking the first major update to the JCT Design and Build standard form since 2016.  The changes are a lot more significant than the updates made last time around…more

Construction Project, Design Professionals, Design-Build, Real Estate Development, UK

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SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for…more

10b5-1 Plans, Disclosure Requirements, Insider Trading, Material Nonpublic Information, Proposed Amendments

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Brazil Tax News: Laws, Provisional Measures, Normative Instructions, and Bill of Law Approved at End of December 2023

Several new rules were approved on December 28, 2023, all extremely relevant to tax law. Our tax team summarizes some of the more relevant new rules..…more

Brazil, International Tax Issues, Tax Benefits, Tax Debt, Tax Liability

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

See all updates »

Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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A sustainable automotive sector in the United Kingdom – FAQs on the new UK Battery Strategy

What is the new UK Battery Strategy and why is it important to the automotive sector? On 26 November 2023, the UK Government Department for Business and Trade published the UK Battery Strategy (the "Battery Strategy"),…more

Automotive Industry, Batteries, Electric Vehicles, Investment, Lithium Batteries

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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That’s the Ticket? Plaintiffs’ Lawyers Target Ticketing Service Fees in New York

Plaintiffs’ counsel have launched a wave of lawsuits against New York venues and ticket platforms, invoking a recently-enacted provision of New York’s Arts and Cultural Affairs Law. According to these lawsuits, these businesses…more

Disclosure Requirements, Entertainment Industry, Entertainment Venues, Event Tickets, Fees

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Proposed Regulations on Section 45X Advanced Manufacturing Production Tax Credit

On December 14, 2023, the Department of Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed regulations to implement the Section 45X advanced manufacturing production credit established by the…more

Batteries, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS, Minerals

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Amendments to the EU Securitisation Regulation – the new synthetic STS framework and adjustments in relation to non-performing exposures

Overview - Two regulations amending the EU Securitisation Regulation1 and the Capital Requirements Regulation2 (the “CRR”) respectively have now come into force. Regulation (EU) 2021/557 of the European Parliament and of…more

Capital Requirements Regulation (CRR), EU, Securitization, Securitization Standards, Special Purpose Entities

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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US Treasury Issues Advance Notice of Proposed Rulemaking Increasing CFIUS Enforcement Authorities

On April 11, 2024, the US Department of the Treasury (“Treasury”) announced an Advance Notice of Proposed Rulemaking (“ANPRM”) that would amend several provisions of Committee on Foreign Investment in the United States (“CFIUS”)…more

Advanced Notice of Proposed Rulemaking (ANPRM), CFIUS, Foreign Investment, Regulatory Agenda, U.S. Treasury

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New Law No. 14,813 Regulates Pilotage Services

On January 16, 2024, Law No. 14,813 (“Law 14,813”) was published, aiming to provide legal certainty and regulatory stability to pilotage services. Law 14.813 amends Law No. 9.537/97 (“Law 9,537”), which provides for the safety…more

Brazil, Maritime Transport, Navigable Waters, Ocean Transportation System, Ports

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That’s the Ticket? Plaintiffs’ Lawyers Target Ticketing Service Fees in New York

Plaintiffs’ counsel have launched a wave of lawsuits against New York venues and ticket platforms, invoking a recently-enacted provision of New York’s Arts and Cultural Affairs Law. According to these lawsuits, these businesses…more

Disclosure Requirements, Entertainment Industry, Entertainment Venues, Event Tickets, Fees

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Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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What Does the Narrowing Republican House Majority Mean for Congressional Investigations?

Two developments last week threaten to weaken Republican control over the investigative agenda of the US House of Representatives. First, House Republicans’ narrow majority continues to shrink, with Representative Mike Gallagher…more

Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Congressional Subpoenas, Senate Committees

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SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

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UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

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

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Bad Omen: CA Imposes New Fee, UDAAP, and Annual Reporting Requirements on Small Business Financers

Mere days before Halloween, California enacted California Senate Bill 666, imposing a set of restrictions on the fees that commercial financers may charge their small business customers. Signed by the governor on October 13, the…more

California, Fees, Financial Services Industry, Financing, New Regulations

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Brasília em Pauta – Edição Nº 149

Prezados e prezadas, O “Brasília em Pauta” é um boletim semanal preparado pela equipe de Contencioso de Brasília, contendo os principais casos a serem julgados pelo Supremo Tribunal Federal (STF), Superior Tribunal de…more

Audits, Brazil, Commercial Court, Constitutional Challenges, Energy Projects

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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Deliberation Establishes Jurisdiction for Environmental Licensing of Municipalities in the State of São Paulo

On February 21, 2024, Deliberation of the State Environmental Council (CONSEMA) No. 01/2024 was published in the Official Gazette, establishing jurisdictions for the municipal environmental licensing of enterprises and…more

Impact Assessments, Jurisdiction, Municipalities, Waste Management

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2024 Trends for Technology Transactions

Join our Technology & IP Transactions lawyers as they dive into the trends shaping 2024. In this episode, we explore the future of technology services, spotlight trends driving tech startups, and dissect deals tied to…more

Artificial Intelligence, Complex Corporate Transactions, Cybersecurity, Emerging Technology Companies, Innovative Technology

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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Raising The Bar: New UK Immigration Rules Increase Salary Thresholds For Sponsored Workers

New Immigration Rules came into force in the UK on 4 April 2024 which affect employers who sponsor workers under the Skilled worker or Global Business Mobility: Senior or Specialist Worker routes…more

Employee Mobility, Foreign Nationals, Foreign Workers, Immigrants, Immigration Procedures

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AICPA Expands Permitted Situations for Agreed-Upon Procedures Engagements

In December 2019, the American Institute of Certified Public Accountants (AICPA) revised its attestation standards to eliminate certain requirements for Agreed-Upon Procedures (AUP) engagements, thereby expanding the types of…more

Accounting Standards, AICPA, Audits, Financial Reporting, GAAP

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Department of Commerce Seeks Comment on Proposed CIP Requirement and Foreign Access Restrictions for US Infrastructure as a Service (IaaS) Providers

On January 29, 2024, the US Department of Commerce’s Bureau of Industry and Security (the “Department”) issued a notice of proposed rulemaking seeking comment on a proposed regulation in response to the Executive Order (E.O.)…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Computing, Comment Period, Customer Identification Program (CIP)

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US FERC: The End of Reactive Power Compensation for Generators?

Many electric power generating companies have filed with the Federal Energy Regulatory Commission (“FERC”) to collect reactive power compensation. FERC has now opened a rulemaking proceeding that would largely wind down most…more

Electric Generation Suppliers, Electricity, FERC, Infrastructure, Oil & Gas

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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The 3 E’s for Proactive Compliance Against AI-Washing

On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024.  He addressed artificial…more

Artificial Intelligence, Innovative Technology, Investment Adviser, Investment Opportunities, Machine Learning

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State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”?

I was only 9 years old when Jan and Dean in 1963 released their hit song “Dead Man’s Curve.” I thought about this song when I read the Conference of State Bank Supervisors’ (“CSBS”) Proposed Regulatory Prudential Standards for…more

Consumer Financial Products, CSBS, FHFA, Financial Regulatory Reform, Financial Services Industry

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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Reform of the EU Foreign Direct Investment Screening Regulation – How might M&A Transactions be impacted?

On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider package…more

Acquisition Agreements, Corporate Sales Transactions, EU, Foreign Direct Investment, Member State

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FTC Raises HSR Act Thresholds in Annual Update

On February 5, 2024, the US Federal Trade Commission (FTC) published its annual update to the Hart-Scott-Rodino (HSR) Act thresholds in the Federal Register. The HSR Act governs certain deals that must be reported to the FTC and…more

Antitrust Provisions, Federal Trade Commission (FTC), Hart-Scott-Rodino Act, Premerger Notifications, Threshold Requirements

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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The UK Online Safety Regime: Five Months On

When the UK Online Safety Act (the "Act") became law on 26 October 2023, it had established one of the most comprehensive online safety regulatory frameworks in the world. The Act's intention is to make the use of online…more

Cybersecurity, Data Privacy, Data Protection, Digital Service Providers, OFCOM

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Navigating Mortgage M&A: Third Party Consents – Warehouse Facilities and Regulatory Approvals

We are pleased to introduce the latest episode of Navigating Mortgage M&A, a collaborative effort between Mayer Brown and Mortgage Advisory Partners. In this episode, Third Party Consents – Warehouse Facilities and Regulatory…more

Acquisitions, Commercial Mortgages, Commercial Property Owners, Mergers, Mortgages

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MSR Fund Investments: 7 Aspects to Consider

While residential mortgage lenders are facing tough headwinds driven by rising interest rates and low housing volume, the current market presents opportunities for savvy investors looking at mortgage servicing rights (“MSRs”)…more

Consumer Financial Products, Financial Services Industry, Investment Adviser, Investment Management, Lenders

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

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Argument Shifting at the PTAB: Balancing the Right of Reply against the Petition’s Role as Case-in-Chief

A vexing issue in post-grant patent practice is understanding the limits of how far a patent challenger can deviate from the four corners of its petition during the proceeding. The petition is the challenger’s case-in-chief…more

Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents, Post-Grant Review

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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The UK Online Safety Regime: Five Months On

When the UK Online Safety Act (the "Act") became law on 26 October 2023, it had established one of the most comprehensive online safety regulatory frameworks in the world. The Act's intention is to make the use of online…more

Cybersecurity, Data Privacy, Data Protection, Digital Service Providers, OFCOM

See all updates »

American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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Key Legal Considerations in Use of Portfolio Company Data

There is a great deal more to monetizing data than setting up a data lake. In this episode, we discuss legal issues faced by investment funds working to drive returns by analyzing the operational data of their portfolio…more

Best Practices, Big Data, Data Sets, Investment Funds, Monetization

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The Biden Infrastructure Plan: Where Do We Go From Here?

On March 31, the Biden Administration released its much-anticipated American Jobs Plan (the “AJP”), which outlines $2.3 trillion of proposed spending on not only traditional infrastructure programs, but also climate change,…more

Biden Administration, Budget Reconciliation, Corporate Taxes, Economic Development, Electric Vehicles

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1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance

On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax…more

Buyback Programs, Excise Tax, IRS, Netting Agreements, Stock Repurchases

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Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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How Many Digits? FinCEN Seeks Comment on Bank Customer Identification Requirements

On March 28, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), in consultation with the staffs of the federal banking agencies, issued a request for information and comment (the “RFI”)…more

Banks, Customer Identification Program (CIP), FDIC, Financial Institutions, Financial Services Industry

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Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,…more

Amended Rules, Bad Actors, Financial Statements, NASAA, Registration Requirement

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2023 Trends for Technology Transactions

As 2023 begins, we are coming off many years of fast and frothy innovation with a great deal of new complexity in both products and business models. We now face a downturn. Prominent companies across the economy are announcing…more

Artificial Intelligence, Cloud Service Providers (CSPs), Cost-Savings, Digital Platforms, Economic Downturn

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Report by the Joint Committee of the European Supervisory Authorities on the EU Securitisation Regulation

Introduction - The Joint Committee of the European Supervisory Authorities (the "Joint Committee" and the "ESAs", respectively) has published a report on the implementation and functioning of the EU Securitisation…more

EU, European Supervisory Authorities (ESAs), Risk Retention, Securitization, Securitization Market

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

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Fund Finance Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed reporting requirements for bank loans and commitments to the fund finance sector. This change reflects not only the rapid growth in this sector but also the…more

Banks, Financial Institutions, Financial Services Industry, Financing, Investment

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

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

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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FHA Branch Offices Could Become a Thing of the Past: HUD Finalizes Rule Eliminating Mandatory Branch Office Registration

Federal Housing Administration (“FHA”) approved lenders and mortgagees will no longer be required to register their branch offices. The US Department of Housing and Urban Development (“HUD”) published a final rule (the “Final…more

Branch Offices, Consumer Financial Products, Federal Housing Administration (FHA), Final Rules, Financial Services Industry

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New Mexican Power Regulatory Framework – Defense Mechanisms Available to Investors

The current administration has sustained an attack against the electricity legal framework established by its predecessor. The new framºework reflects a major change in policy concerning the participation of the private sector…more

Competition, Electricity, Energy Policy, Energy Reform, Investor Protection

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US Interagency statement on the use of alternative data in credit underwriting

On December 3rd, the Board of Governors of the Federal Reserve System, the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation, the National Credit Union Administration and the Office of the…more

Consumer Credit Protection, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Credit, FDIC

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Sustainable data centers—The German Energy Efficiency Act: What data center operators need to consider now and in the future

The German Energy Efficiency Act (the “Act”) came into force at the end of 2023. As of January 1, 2024, energy efficiency obligations apply specifically to data centers. The Act provides for new rules on energy efficiency,…more

Data Centers, Data Management, Energy Efficiency, Energy Policy, Environmental Policies

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ANP Publishes Individual Renovabio Emissions Targets for 2024 and 2023 Results

On March 28, 2024, Brazil’s National Petroleum Agency (ANP) published the mandatory individual targets for reducing greenhouse gas emissions for 2024. These targets consider the global target of 38.78 million Decarbonization…more

Brazil, Climate Action Plan, Climate Change, Energy Policy, Greenhouse Gas Emissions

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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HNW Feeder Funds: Considerations in Connection with a Subscription Credit Facility

High net worth feeder funds (“HNW Feeder Funds”) have emerged as a strategic resource for private equity funds seeking additional sources of capital. The HNW Feeder Fund structure often involves a partnership between private…more

Capital Controls, Credit Facilities, Feeder Funds, Financial Institutions, Investment

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US Treasury to Propose Regulations on Domestic Content Bonus Credit

On May 12, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) released a notice of intent to issue proposed regulations on the domestic content bonus credit for certain clean energy projects…more

Clean Energy, Energy Projects, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), Investment Tax Credits

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US Securities and Exchange Commission Increases Focus on Cybersecurity

This past summer’s string of cyber enforcement actions signals that cybersecurity has become a top priority for the US Securities and Exchange Commission (“SEC”). This focus is consistent with the SEC’s Division of Examinations…more

Broker-Dealer, Cyber Attacks, Cybersecurity, Data Breach, Data Protection

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

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Tax Settlement Adhesion Notice No. 01/2024: Zero Litigation Program 2024

On March 19, 2024, Adhesion Transaction Notice No. 01/2024 (“Zero Litigation Program 2024” or the “Program”) was published, paving the way for tax settlements between taxpayers and the Brazilian Federal Revenue. Through the…more

Brazil, Fines, Interest Rates, Tax Credits, Tax Planning

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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Private Credit Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed a new set of reporting requirements for bank loans and commitments to private credit lenders and intermediaries…more

Banking Regulators, Banks, Creditors, FFIEC, Financial Institutions

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Initial reflections on the recent ‘one substance, one assessment' EU proposals

On 7 December 2023, the Commission tabled three legislative proposals (the “Proposal(s)”) to implement the "One-substance-one-assessment" (“OSOA”) announced in the European Green Deal and the Chemicals Strategy for…more

Chemicals, Data Management, Environmental Social & Governance (ESG), EU, Green Deal

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Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i)…more

Compensation & Benefits, Corporate Governance, Enforcement Actions, Executive Compensation, Failure To Disclose

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US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

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State of Louisiana Granted Primacy Over Class VI Wells

Executive Summary - The State of Louisiana recently achieved a significant milestone in the regulation of the carbon capture and sequestration (CCS) industry by obtaining primary enforcement authority (primacy) over Class VI…more

Carbon Capture and Sequestration, Carbon Emissions, Department of Natural Resources, Environmental Justice, Environmental Policies

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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Brazil’s New Tax Rules for Infrastructure Investments

Below we list some key tax legislative changes that are relevant to new investments in infrastructure projects and that are already in force or have been announced by the government and are under discussion in the National…more

Bonds, Brazil, Debentures, Infrastructure, International Tax Issues

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

See all updates »

US Department of Labor Publishes Final Amendment to QPAM Exemption

On April 3, 2024, the US Department of Labor (“DOL”) published the final amendment (“Amendment”) to Prohibited Transaction Class Exemption 84-14, otherwise known as the “QPAM Exemption” (“Exemption”).1 The Exemption is commonly…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Exemptions, New Amendments

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Sustainable data centers—The German Energy Efficiency Act: What data center operators need to consider now and in the future

The German Energy Efficiency Act (the “Act”) came into force at the end of 2023. As of January 1, 2024, energy efficiency obligations apply specifically to data centers. The Act provides for new rules on energy efficiency,…more

Data Centers, Data Management, Energy Efficiency, Energy Policy, Environmental Policies

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SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

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Proposed Rule 192: Conflicts of Interest in Asset-Backed Securitization

The Securities and Exchange Commission (the “Commission”) published proposed Rule 192 (Conflicts of Interest Relating to Certain Securitizations) on January 25, 2023 and closed the public comment period on March 27, 2023. After…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

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Navigating Mortgage M&A: Third Party Consents – Warehouse Facilities and Regulatory Approvals

We are pleased to introduce the latest episode of Navigating Mortgage M&A, a collaborative effort between Mayer Brown and Mortgage Advisory Partners. In this episode, Third Party Consents – Warehouse Facilities and Regulatory…more

Acquisitions, Commercial Mortgages, Commercial Property Owners, Mergers, Mortgages

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New NPL Law in Germany - German Secondary Credit Market Act– Revitalization of the Non-Performing Loans Market and Creating New Market Opportunities?

On 30 December 2023 the German Secondary Credit Market Promotion Act (Kreditzweitmarktförderungsgesetz) entered into force, which simplifies dealing in non-performing loans (“NPLs“) by introducing a new law, the German Secondary…more

Consumer Financial Products, Financial Institutions, Financial Services Industry, Germany, Non-Performing Loans (NPL)

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EU Bans Products Made Using Forced Labour – What Should Companies Expect?

On March 5, 2024, the European Parliament and the Council of the European Union reached a "political agreement" on a Regulation prohibiting products made with forced labour ("the EU Forced Labour Regulation" or "the EUFLR") on…more

Corporate Counsel, Critical Infrastructure Sectors, EU, European Commission, Forced Labor

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2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and…more

Corporate Governance, Environmental Social & Governance (ESG), Proxy Season, Proxy Statements, Proxy Voting Guidelines

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Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and IM-5610. …more

Board of Directors, Code of Conduct, Corporate Executives, Corporate Governance, Financial Markets

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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EU Institutions Reach Political Agreements On Anti-Money Laundering and Countering the Financing of Terrorism Package

On January 17, 2024, the Council of the European Union (Council) and the European Parliament (Parliament) announced that a political agreement had been reached on (i) a new Regulation setting forth a single anti-money laundering…more

AML/CFT, Anti-Corruption, Anti-Money Laundering, Corruption, EU

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Business Opportunities in Brazilian Ports

Our team has prepared a summary on the main business opportunities in Brazilian ports. Below are the main opportunities that have been announced, are preparing to take effect, or are currently in progress…more

Brazil, Maritime Transport, Ocean Transportation System, Ports, Shipping

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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Adler: Court of Appeal sets aside sanction of a Restructuring Plan

In the first appeal of a restructuring plan under Part 26A Companies Act 2006, the English Court of Appeal unanimously set aside the first instance decision sanctioning the plan proposed by AGPS BondCo PLC, part of the Adler…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Cramdown, Creditors

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The US Foreign Agents Registration Act (FARA): Key Issues to Watch in 2024

With recent high-profile prosecutions continuing to draw attention to the Foreign Agents Registration Act (FARA) and related political laws, and a number of notable announcements by Department of Justice (DOJ) officials at a…more

Criminal Prosecution, Department of Justice (DOJ), Foreign Agents, Foreign Agents Registration Act (FARA), Foreign Governments

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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New Hampshire Enacts Privacy Law

On March 6, 2024, New Hampshire Governor Chris Sununu signed SB 255 into law, making the Granite State the latest to enact a comprehensive privacy law—the 15th state, if you count Florida’s privacy law of narrower applicability…more

Consumer Privacy Rights, Cybersecurity, Data Privacy, Data Protection, Data Security

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USCIS Fees Increase: Paying the Price of Admission to the United States

On April 1, 2024, US Citizenship and Immigration Services (USCIS) implemented new costs for many common immigration filings, resulting in a fee increase of 100% to 200% for certain benefit requests…more

Fees, Filing Fees, Foreign Workers, H-1B, Immigration Procedures

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Third Circuit Holds Securitization Trusts Can Be Subject to CFPB Enforcement Authority

In a long-awaited decision, the Third Circuit handed the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) a victory in the National Collegiate Student Loan Trust litigation that could have wide-reaching implications for…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Authority, Financial Services Industry

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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State of Louisiana Granted Primacy Over Class VI Wells

Executive Summary - The State of Louisiana recently achieved a significant milestone in the regulation of the carbon capture and sequestration (CCS) industry by obtaining primary enforcement authority (primacy) over Class VI…more

Carbon Capture and Sequestration, Carbon Emissions, Department of Natural Resources, Environmental Justice, Environmental Policies

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SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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HKMA Rolls Out Standards for the Sale of Sustainable Investment Products

The Hong Kong Monetary Authority (HKMA) recently announced in a circular its expected standards for the sale and distribution of green and sustainable investment products by registered institutions (RIs). This is to ensure that…more

Capital Markets, Financial Institutions, Financial Services Industry, Green Finance, Green Infrastructure

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Going Through Changes: Transitioning to a LIBOR-less World for Consumer Loans

It is widely anticipated that the London Interbank Offered Rate (“LIBOR”) will be discontinued in 2021. As LIBOR commonly is used as an index rate for both residential mortgage and consumer loans, its discontinuance has the…more

Adjustable Rate Financial Products, Adjustable-Rate Mortgage, Alternative Reference Rates Committee (ARRC), Consumer Financial Products, Consumer Lenders

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Jolting the Grid: US DOE Begins Implementing Bipartisan Infrastructure Bill

On January 13, 2022, the US Department of Energy (DOE) issued a notice of intent regarding its Building a Better Grid Initiative (Initiative), an effort to encourage the modernization of the nation’s existing electric…more

Biden Administration, Carbon Emissions, Climate Action Plan, Department of Energy (DOE), Energy Policy

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Irrevocable Payment Undertakings and Buyer-Led Supply Chain Finance; Mass Confusion Abounds

Many supply chain finance programs are structured on what is called a “buyer-led” or “buyer-focused” basis. In certain of these types of programs, although the bank or other financier providing the program (the “Finance…more

Financing, Goods or Services, Payment Terms, Structured Finance, Suppliers

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Brazil Tax News: Laws, Provisional Measures, Normative Instructions, and Bill of Law Approved at End of December 2023

Several new rules were approved on December 28, 2023, all extremely relevant to tax law. Our tax team summarizes some of the more relevant new rules..…more

Brazil, International Tax Issues, Tax Benefits, Tax Debt, Tax Liability

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance

On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax…more

Buyback Programs, Excise Tax, IRS, Netting Agreements, Stock Repurchases

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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Top 10 Practice Tips: Debt Tender Offers

The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability…more

Corporate Issuers, Debt Securities, Inter-Bank Offered Rates (IBORs), Libor, Tender Offers

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

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SEC Streamlines Options for Expiring Confidential Treatment Orders

On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC…more

Confidential Treatment Orders, Disclosure Requirements, Regulation S-K, Securities and Exchange Commission (SEC), Securities Regulation

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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A Reminder Of The Circumstances In Which ADR Provisions In Dispute Resolution Clauses Will Not Be Enforced

Will the English Courts always give effect to a mandatory, binding dispute resolution clause that includes ADR as a condition precedent to litigation?  The decision in the recent case of Lancashire Schools v Lendlease serves as…more

Breach of Contract, Commercial Court, Construction Defects, Contractors, Dispute Resolution

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SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

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SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th

Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system…more

Corporate Governance, Disclosure Requirements, Foreign Private Issuers, Form 20-F, Publicly-Traded Companies

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Beyond Brexit: How Does the New Relationship between the UK and EU Affect Technology Transactions?

The end of the Brexit transition period and the implementation of the new UK/EU Trade Agreement have had a significant impact on technology transactions throughout Europe. Businesses entering into Europe-wide technology…more

Cross-Border Transactions, Data Privacy, Data Protection, EU, International Data Transfers

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The unknown unknowns: settling future employment claims in the UK

The well-known interview comment above was made by former US Secretary of Defence, Donald Rumsfeld. While he was referring to matters of national security more than 20 years ago, the question has often arisen in the context of…more

Employees, Employer Liability Issues, Employment Litigation, International Labor Laws, Settlement Agreements

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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Modification of Intra-Group Debt Instruments

Background. Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them…more

Debt Instruments, Forbearance Agreements, Income Taxes, Modification

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

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AIFMD II – What EU and non-EU fund managers need to know

In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, EU, European Commission

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

See all updates »

Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

See all updates »

English High Court enforces foreign judgment that is unenforceable in the jurisdiction of origin

The English High Court held in Invest Bank PSC v El-Husseini [2023] EWHC 2302 that a foreign judgment with res judicata effect in its jurisdiction of origin can be enforced in England at common law even if it is unenforceable in…more

Enforcement of Foreign Judgments, English Common Law, Foreign Judgments, Jurisdiction, Res Judicata

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Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to…more

Board Analysis, Compensation & Benefits, Corporate Governance, Executive Compensation, Micromanagement

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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Private Credit Reporting Requirements Proposed by US Banking Regulators

On December 27, 2023, the US federal banking regulators proposed a new set of reporting requirements for bank loans and commitments to private credit lenders and intermediaries…more

Banking Regulators, Banks, Creditors, FFIEC, Financial Institutions

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Vietnam's New Banking Law for Foreign Investors - Five Key Takeaways

The full text of the new Credit Institution Law No. 32/2024/QH15 (the "New Law") adopted by the National Assembly on 18 January 2024 has now been released. The New Law governs Vietnamese credit institutions and foreign bank…more

Banks, Consumer Financial Products, Credit Institutions, Financial Regulatory Reform, Financial Services Industry

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Mayer Brown Submits Amicus Brief For Chamber Of Commerce In Seventh Circuit Appeal Involving Proper Application Of Punitive Damages Guideposts

Although the Supreme Court identified three guideposts for evaluating whether a punitive award is unconstitutionally excessive 23 years ago in BMW v. Gore and refined those guideposts 16 years ago in State Farm v. Campbell,…more

Amicus Briefs, Appeals, Breach of Contract, Calculation of Damages, Chamber of Commerce

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SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

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SEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures

On June 11, 2021, the US Securities and Exchange Commission (“SEC” or “Commission”) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Federal Reserve Wins Two Master Account Lawsuits

At the end of March, components of the US Federal Reserve System (“FRS” or the “Fed”) prevailed in two lawsuits brought by depository institutions seeking master accounts.1 These decisions have significant implications for the…more

Administrative Procedure Act, Banking Sector, Banks, Commodities, Credit Unions

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Eighth Circuit Okays 25:1 Ratio In Fraud Case

Ordinarily, a ratio of 25:1 would ring the death knell for a punitive damages award. But just as a 1:1 ratio is not always a safe harbor, a double-digit ratio is not always indicative of a punitive award that exceeds…more

Car Dealerships, Compensatory Damages, Failure To Disclose, Fraud, Punitive Damages

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Updates on Saudi Arabia's Regional Headquarters Program

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA. …more

Business Formation, Corporate Governance, Corporate Structures, Doing Business, Foreign Corporations

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Going Through Changes: Transitioning to a LIBOR-less World for Consumer Loans

It is widely anticipated that the London Interbank Offered Rate (“LIBOR”) will be discontinued in 2021. As LIBOR commonly is used as an index rate for both residential mortgage and consumer loans, its discontinuance has the…more

Adjustable Rate Financial Products, Adjustable-Rate Mortgage, Alternative Reference Rates Committee (ARRC), Consumer Financial Products, Consumer Lenders

See all updates »

Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Software and Data Audits: Tips to Avoid the Traps

Licensees face financial risk and operational disruption in audits by their software and data vendors. Changes in technology are driving a current surge in those audits. Join Mayer Brown partners Richard Assmus, Brad Peterson…more

Audits, Contract Negotiations, Licensees, Risk Mitigation, Software

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Hawaii: Solar System is Not Placed in Service Until All State Law Requirements Have Been Satisfied

In September, the State of Hawaii Department of Taxation issued a letter ruling (Hawaii Letter Ruling No. 2018-01) that clarified the “placed in service” requirement in the application of the Renewable Energy Technologies Income…more

Clean Energy, Energy Projects, Renewable Energy, Solar Energy, Solar Panels

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UK Financial Conduct Authority Publishes Finalised Guidance on its Anti-Greenwashing Rule

On 23 April 2024, the UK’s Financial Conduct Authority (“FCA“) published its “Finalised non‑handbook guidance on the Anti‑Greenwashing Rule (FG/24/3)” (the “Guidance“). The FCA has published the Guidance to help in-scope firms…more

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

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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Electronic Trade Documents Act: Paper to Data

On 20 July 2023 the long awaited Electronic Trade Documents Act 2023 (the Act) received Royal Assent, and will come into effect in the UK on 20 September 2023. …more

Commercial Contracts, Electronic Records, Goods or Services, Trade Agreements, UK

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

See all updates »

SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the…more

Corporate Governance, Proposed Rules, Proxy Solicitations, Proxy Voting, Publicly-Traded Companies

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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UK Hydrogen Strategy: The Transition From Imagining to Building a Market

Introduction - The UK’s Hydrogen Strategy landed this month, to some extent making up for its delay with evident enthusiasm underlining the breadth and depth of work undertaken. …more

Energy Policy, Energy Projects, Energy Storage, Exports, Hydrogen Power

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Federal Reserve Wins Two Master Account Lawsuits

At the end of March, components of the US Federal Reserve System (“FRS” or the “Fed”) prevailed in two lawsuits brought by depository institutions seeking master accounts.1 These decisions have significant implications for the…more

Administrative Procedure Act, Banking Sector, Banks, Commodities, Credit Unions

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

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

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Working Capital - Second Edition 2021

When I think about transformations in the energy industry, I often think of the great inventor Thomas Edison, who was not only responsible for hundreds of important inventions but who also set the stage for a breakthrough form…more

Biden Administration, Carbon Capture and Sequestration, Charging Stations, Clean Energy, Climate Change

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Contract Disputes Arising from the Ukraine Conflict: Issues, Defenses and Lessons for the Future

The ongoing conflict in Ukraine has had a significant impact on commercial activity for many organizations on a local and international scale. Organizations with commercial operations in the region (both Ukraine and Russia) may…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Terms, Economic Sanctions

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U.S. Supreme Court Distinguishes Half-Truths from Pure Omissions and Holds That Pure Omissions Are Not Actionable Under Rule 10b–5(b)

Answering a precise question increasingly raised by securities fraud plaintiffs, the United States Supreme Court held in Macquarie Infrastructure Corp. v. Moab Partners that a failure to disclose information cannot support a…more

Disclosure Requirements, Failure To Disclose, Financial Services Industry, Macquarie Infrastructure Corp v Moab Partners LP, Omissions

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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Mastering Managed Services in the Digital Age

Today’s managed services deals deliver new levels of value through cloud services, process automation, AI and other digital age technologies. This digital transformation of outsourced functions is providing services that perform…more

Artificial Intelligence, Automation Systems, Cloud Service Providers (CSPs), Information Technology, Managed Service Providers (MSPs)

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Broker-Dealer Settles FINRA Charges for Failures Relating to Use of Social Media Influencer Program

On March 18, 2024, FINRA announced that it has fined a broker-dealer $850,000 in connection with the firm’s program to pay individuals with followings on social media sites (i.e., “influencers”) to promote the firm in social…more

Broker-Dealer, Disclosure Requirements, Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Influencers

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Strategic Considerations for Data Privacy Compliance in Tech Transactions

When engaging in a tech transaction, you must know your obligations under data privacy laws. First and foremost, it’s critical to consider whether “personal information”—a broad term that encompasses many types of data—is…more

Cybersecurity, Data Privacy, International Data Transfers, Personal Information, Personally Identifiable Information

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UK Competition and Markets Authority (CMA) reminds fashion retailers that it's not so easy to claim you're green

The UK Competition and Markets Authority ("CMA") has announced that three fashion retailers have signed voluntary undertakings to ensure that consumers have a clearer idea of how green their clothes really are. At the end of…more

Advertising, Antitrust Provisions, Business Strategies, Competition, Environmental Social & Governance (ESG)

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Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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US Infrastructure Investment and Jobs Act of 2021 – Assessing the Potential Impact on Electric Vehicles and Electric Vehicle Infrastructure

On August 10, 2021, the US Senate voted to pass the Infrastructure Investment and Jobs Act (the “IIJA”). The IIJA would provide a total of $1.2 trillion in federal investment in infrastructure, including an unprecedented level…more

Charging Stations, Electric Vehicles, Federal Budget, Federal Funding, Infrastructure

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Senate Bill Would Require Several Important Updates to the Way the US Federal Government Acquires Technology

A bipartisan bill introduced in the US Senate would mandate updates to federal procurement regulations and procedures for the acquisition of technology. S.4066, the Federal Improvement in Technology Procurement Act (FIT…more

Bipartisan Agreement, Cloud Computing, Department of Homeland Security (DHS), Federal Acquisition Regulations (FAR), Federal Contractors

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Hong Kong's New Capital Investment Entrant Scheme

Introduced in the 2023-2024 Budget, the new and revamped Capital Investment Entrant Scheme (New CIES) aims at enriching the talent pool and attracting more new capital to Hong Kong. It is one of the eight policy measures under…more

Asset Management, Capital Investments, Capital Markets, Eligibility, Financial Services Industry

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Protecting Against Vendor Bankruptcy in Service and License Agreements

When one of your key technology customers or vendors files for bankruptcy, what is the impact on your company? And what can your company do to mitigate the impact? Join Mayer Brown counsel Monique Mulcare and partners Richard…more

Best Practices, Commercial Bankruptcy, License Agreements, Service Agreements, Vendors

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TCFD Reporting Pensions Regulator Review of 2023 Reports

The Pensions Regulator (TPR) has published its latest review of pension scheme TCFD reports. This sets out TPR’s observations, feedback and suggested improvements for a selection of 30 reports published in 2023 (10% of the…more

Climate Change, Compensation & Benefits, Compliance, Environmental Social & Governance (ESG), Fund Managers

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Subscription Credit Facilities: Considerations for Addressing Recallable Capital

Recallable capital has become an increasingly common concept in subscription credit facilities. In this Legal Update, we explain the concept of recallable capital and its role in subscription credit facilities, as well as…more

Capital Assets, Capital Calls, Credit Facilities, Investment Funds, Investors

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Limitations on Liability Exceptions – Interplay between Contract Terms and Legal Principles

In contracts, parties typically seek to limit their liability to each other, both in terms of the types of damages or actions for which a party will have liability and the amount of damages that can be recovered, as well as, in…more

Breach of Contract, Contract Negotiations, Contract Terms, Damages, Gross Negligence

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Decision Alert: Northern District of Texas Expands Fiduciary Liability To Cover Non-ESG Fund Managers’ ESG-Related Conduct

Case Name and Number: Spence v. American Airlines, Inc., et al., No. 4:23-cv-00552 - Introduction - On February 21, 2024, Judge Reed O’Connor in the Northern District of Texas (the “Court”) denied a motion to dismiss an…more

401k, American Airlines, Benefit Plan Sponsors, Employee Benefits, Employee Retirement Income Security Act (ERISA)

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US FHA Introduces Payment Supplement Loss Mitigation Option

In an effort to help struggling borrowers stay in their homes, the US Department of Housing and Urban Development’s (“HUD” or “Department”) Federal Housing Administration (“FHA”) recently introduced its newest loss mitigation…more

Borrowers, Consumer Financial Products, Federal Housing Administration (FHA), Financial Distress, Financial Services Industry

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

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

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Private equity funds accelerate acquisitions of oil and gas assets

London – Private equity funds bought £11.9 billion of European oil and gas businesses in 2021, up from just £232 million in 2020, shows research from Mayer Brown, the global law firm…more

Acquisition Agreements, Corporate Sales Transactions, Investment, Investment Portfolios, Investors

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations

The global COVID-19 pandemic has placed an unprecedented stress on the ability of businesses to service their debt. Certain businesses—such as oil and gas, airlines, cruise lines, hospitality, brick-and-mortar retailers, and…more

Commercial Bankruptcy, Creditors, Debt Instruments, Debt Restructuring, Debtors

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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UK Competition and Markets Authority (CMA) reminds fashion retailers that it's not so easy to claim you're green

The UK Competition and Markets Authority ("CMA") has announced that three fashion retailers have signed voluntary undertakings to ensure that consumers have a clearer idea of how green their clothes really are. At the end of…more

Advertising, Antitrust Provisions, Business Strategies, Competition, Environmental Social & Governance (ESG)

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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Senate Bill Would Require Several Important Updates to the Way the US Federal Government Acquires Technology

A bipartisan bill introduced in the US Senate would mandate updates to federal procurement regulations and procedures for the acquisition of technology. S.4066, the Federal Improvement in Technology Procurement Act (FIT…more

Bipartisan Agreement, Cloud Computing, Department of Homeland Security (DHS), Federal Acquisition Regulations (FAR), Federal Contractors

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Biden Executive Order Calls for Regulatory Proposals on Digital Assets and Central Bank Digital Currency

On March 9, 2022, President Biden signed an executive order titled “Ensuring Responsible Development of Digital Assets” (the “Order”).1 The Order directs a broad range of federal agencies to recommend legislative and regulatory…more

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

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US FERC: The End of Reactive Power Compensation for Generators?

Many electric power generating companies have filed with the Federal Energy Regulatory Commission (“FERC”) to collect reactive power compensation. FERC has now opened a rulemaking proceeding that would largely wind down most…more

Electric Generation Suppliers, Electricity, FERC, Infrastructure, Oil & Gas

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UK Competition and Markets Authority (CMA) reminds fashion retailers that it's not so easy to claim you're green

The UK Competition and Markets Authority ("CMA") has announced that three fashion retailers have signed voluntary undertakings to ensure that consumers have a clearer idea of how green their clothes really are. At the end of…more

Advertising, Antitrust Provisions, Business Strategies, Competition, Environmental Social & Governance (ESG)

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and…more

Cease and Desist Orders, Compensation & Benefits, Disclosure Requirements, Enforcement Actions, Executive Compensation

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New “Climate Reporting” Laws in California – Emissions and Climate-Related Financial Risk Disclosure Required

Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business”1 in California to make disclosures about their emissions and climate-related financial…more

California, California Air Resources Board, Climate Action Plan, Climate Change, Corporate Governance

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Cancellation of "Spicy" Hong Kong Stamp Duty Measures

Despite cancellation of all "spicy" stamp duty measures, Hong Kong’s Stamp Duty Ordinance has not reverted to its old version. In particular, the rules governing exemption of stamp duty for "nomination" and “series of…more

Hong Kong, Real Estate Investments, Real Estate Transactions, Registration Requirement, Stamp Duty Land Tax

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SFC’s Proposed Changes for Privatisation of Hong Kong’s Real Estate Investment Trusts

The Securities and Futures Commission (SFC) published a consultation paper on 28 March 2024 proposing a statutory scheme of arrangement and compulsory acquisition mechanism for real estate investment trusts (REITs)…more

Hong Kong, Real Estate Investments, Real Estate Market, REIT, SFC

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Hong Kong's New Capital Investment Entrant Scheme

Introduced in the 2023-2024 Budget, the new and revamped Capital Investment Entrant Scheme (New CIES) aims at enriching the talent pool and attracting more new capital to Hong Kong. It is one of the eight policy measures under…more

Asset Management, Capital Investments, Capital Markets, Eligibility, Financial Services Industry

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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Adler: Court of Appeal sets aside sanction of a Restructuring Plan

In the first appeal of a restructuring plan under Part 26A Companies Act 2006, the English Court of Appeal unanimously set aside the first instance decision sanctioning the plan proposed by AGPS BondCo PLC, part of the Adler…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Cramdown, Creditors

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Final Regulations Published Addressing Income Inclusion Rules for Pass-Through Lease of ITC Property

On July 17, 2019, the US Internal Revenue Service (IRS) issued final regulations (T.D. 9872) providing guidance on the rules under Internal Revenue Code (IRC) section 50(d)(5) requiring an income inclusion by the lessee in the…more

Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Tax Credits, IRS

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Implications of an Early Extension of a 364-day Credit Facility

Because banks receive favorable capital treatment when a credit facility’s tenor is shorter than one year, lenders increasingly offer financing with 364-day tenors and uncommitted extension option terms of up to 364 days. In…more

Basel III, Capital Requirements, Credit Facilities, Extensions, Financial Services Industry

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EDPB Provides Guidance On Determining A 'Main Establishment' And The 'One-Stop-Shop' Mechanism

The opinion was issued in response to a request by the French Data Protection Authority and provides guidance on the conditions for determining a controller's main establishment where that controller has establishments in more…more

Cybersecurity, Data Breach, Data Protection, Data Protection Authority, European Data Protection Board (EDPB)

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Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the efficiency…more

Competition, EU, European Commission, European Court of Justice (ECJ), Membership Interest

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Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges

Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports…more

Audit Reports, Disclosure Requirements, Financial Accounting, Financial Reporting, Foreign Corporations

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Hong Kong Court Grants Declaratory Relief for Unclaimed Vehicles at Car Park

Hong Kong’s District Court recently granted a car park operator default judgment in ATL Logistics Centre Hong Kong Ltd v. Wellfit Chun Yip Logistics Ltd DCCJ 3840/2023 for unpaid parking charges and declarations passing parked…more

Debt, Default Judgment, Hong Kong, Motor Vehicles, Parking Lots

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English High Court enforces foreign judgment that is unenforceable in the jurisdiction of origin

The English High Court held in Invest Bank PSC v El-Husseini [2023] EWHC 2302 that a foreign judgment with res judicata effect in its jurisdiction of origin can be enforced in England at common law even if it is unenforceable in…more

Enforcement of Foreign Judgments, English Common Law, Foreign Judgments, Jurisdiction, Res Judicata

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IRS Issues Final Carbon Capture Regulations

On January 6, 2021, the US Internal Revenue Service (the “IRS”) issued final regulations (T.D. 9944) (the “Final Regulations”) on the Section 45Q carbon capture tax credit (the “Carbon Credit”). The Final Regulations implement…more

Carbon Capture and Sequestration, Carbon Emissions, Critical Infrastructure Sectors, Energy Projects, Greenhouse Gas Emissions

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Cross-Border Transfer of Evidence from Mainland China under International Commercial Dispute Resolution Scenarios

Cross-border transfer of evidence in litigation or arbitration proceedings is no longer innocuous in today’s world, with countries frequently at odds with each other over data security regulations. This was unexpected a decade…more

Arbitration, China, Cross-Border, Cybersecurity, Data Protection

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Russia: Investment Protection and Arbitration | Part 2

PART 2: LAUNCH OF THE REGISTER OF DAMAGE FOR UKRAINE - This week, the Register of Damage for Ukraine (the “Register”) officially launched, meaning that the claims submission process for those seeking compensation for the…more

Actual Damages, Claim-Processing Rules, Investor Protection, Investors, Military Conflict

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The Global AI Regulatory Maze: Impacts on Tech Transactions & Governance

In this episode, we explore the ever-evolving realm of AI regulation and how it's reshaping technology transactions and internal governance worldwide. Join host Julian Dibbell and guests Ana Bruder, Arsen Kourinian, and Oliver…more

Artificial Intelligence, Corporate Governance, Cross-Border, Cybersecurity, EU

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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Cost Consequence of Sanctioned Payment with "Otherwise Proviso" - Li Suk Yee v. ParknShop (HK) Limited [2023] HKDC 1670

Background and Decision of the Court Master - The Plaintiff was a store attendant in a supermarket. She claimed that she fell from a ladder while working at the supermarket when a shopping cart controlled by a customer…more

Bodily Injury, Employees, Employer Liability Issues, Evidence, Hong Kong

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US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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2024 Trends for Technology Transactions

Join our Technology & IP Transactions lawyers as they dive into the trends shaping 2024. In this episode, we explore the future of technology services, spotlight trends driving tech startups, and dissect deals tied to…more

Artificial Intelligence, Complex Corporate Transactions, Cybersecurity, Emerging Technology Companies, Innovative Technology

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Market Trends 2020/21: Brexit Disclosure - A Practical Guidance

This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its…more

Disclosure Requirements, Financial Markets, Investment, MD&A Statements, Prospectus

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Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth…more

Acquisition Agreements, Corporate Sales Transactions, Hong Kong, Insurance Brokers, Merger Agreements

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Cost Consequence of Sanctioned Payment with "Otherwise Proviso" - Li Suk Yee v. ParknShop (HK) Limited [2023] HKDC 1670

Background and Decision of the Court Master - The Plaintiff was a store attendant in a supermarket. She claimed that she fell from a ladder while working at the supermarket when a shopping cart controlled by a customer…more

Bodily Injury, Employees, Employer Liability Issues, Evidence, Hong Kong

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Affirmative Action - What Steps can Businesses Take?

Although there is no explicit regulation or legislation that provides for this, it can be implied under the anti-discrimination laws in Singapore that employers are permitted to take affirmative action in the workplace in…more

Affirmative Action, Employer Liability Issues, Equal Protection, Hiring & Firing, International Labor Laws

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SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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Proposed Bad Actor Disqualification Act of 2019 and SEC Statement on Contemporaneous Settlement Offers and Waiver Requests

Last month, Representative Maxine Waters, chair of the House Financial Services Committee, introduced a bill entitled Bad Actor Disqualification Act of 2019 (“proposed bill”). The proposed bill is intended to increase…more

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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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