Author Info for Skadden, Arps, Slate, Meagher & Flom LLP

Suzan Abebe

Corporate Integrity Agreements: A Year in Review

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

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

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Nicholas Adams

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Ryan Adams

Conflict Minerals Disclosures Due May 31, 2024

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024. The conflict minerals disclosure rules and related guidance have remained at a…more

Conflict Mineral Rules, Disclosure Requirements, Filing Deadlines, Filing Requirements, Form SD

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William Adams

The Preferred Return Podcast | Balancing Act: Strategies for GPs and LPs in Today's Market

Our latest episode of “The Preferred Return” examines the often intricate dynamic between general partners (GPs) and limited partners (LPs), particularly in today’s challenging fundraising environment. Hosts Greg Norman and…more

Investment Funds, Investment Management, Investors, Limited Partnerships, Private Equity

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John Adebiyi

The General Guide to the UK Takeover Regime

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

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

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Steven Adler

Skadden's 2020 Insights

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

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

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Christian-Lloyd Adriatico

Texas High Court Lays Partnership Formation Questions to Rest

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

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

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Lauren Aguiar

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

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

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

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Faiz Ahmad

Delaware Amendments Provide Safe Harbors for Interested D&O and Controller Transactions, and Restrict Books and Records Demands

On March 25, 2025, Delaware Governor Matt Meyer signed into law amendments to the Delaware General Corporation Law (Amendments). In a February 28, 2025, client alert, we addressed the initial iteration of the Amendments, and…more

Board of Directors, Books & Records, Controlling Stockholders, Corporate Governance, Delaware

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Bradley Ahrens

"Important FIRPTA and REIT Reforms Enacted"

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

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

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Lamya Al-Yazdi

ESG in 2024: A Midyear Review

Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating…more

Activist, Commercial Litigation, Corporate Governance, Environmental Policies, Environmental Social & Governance (ESG)

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Ali Alahmad

Sovereign Wealth Funds and Liberalized Rules Are Driving the Growth of Middle Eastern Business Hubs

Key Points - Sovereign-related investors, more commonly referred to as sovereign wealth funds, have increasingly made the Middle East a global center of wealth and investment…more

Acquisitions, Asset Management, Capital Markets, Financial Services Industry, Foreign Investment

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Steven Albertson

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

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

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

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Michael Albrecht

Impact of Brexit on UK and EU Sanctions Frameworks

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

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

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Michael Albrecht vom Kolke

Latest EU Sanctions Extend Asset Freezes, Restrict Oil Industry Dealings and Target ‘Shadow Fleet’

The European Union (EU) has reaffirmed its sanctions policy toward Russia by implementing two rounds of restrictive measures that are intended to further intensify pressure on Russia’s government and economy. Specifically, the…more

Asset Freeze, Compliance, Economic Sanctions, Energy Sector, Enforcement Actions

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William Alexander

New Proposed Regulations Aim To Overhaul Tax-Free Spin-Off Rules

On January 16, 2025, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published new proposed regulations related to tax-free spin-offs and split-offs (collectively, spin-offs) and other corporate…more

Compliance, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS

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Abraham Alheyali

The PRA’s Views on the BPA Market and the Matching Adjustment Investment Accelerator

In a recent speech, Gareth Truran, the executive director of insurance supervision at the UK Prudential Regulation Authority (PRA), set out observations on growth in bulk purchase annuity (BPA) deals. The number of BPA deals is…more

Bulk Purchasing, Financial Regulatory Reform, Insurance Industry, Investment, Pensions

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Ahmed Ali

UK Serious Fraud Office Releases New Guidance on Self-Reporting, Cooperation and Deferred Prosecution Agreements

On 24 April 2025, the Serious Fraud Office (SFO) released new guidance on corporate self-reporting, cooperation and deferred prosecution agreements (DPAs)…more

Cooperation, Corporate Misconduct, Deferred Prosecution Agreements, Enforcement, Investigations

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Azad Ali

Bank Capital Standards for Cryptoasset Exposures Under the Basel Framework

On 17 July 2024, the Basel Committee on Banking Supervision (BCBS) finalized revisions to the prudential framework for banks’ exposures to cryptoassets. The revisions largely introduced additional requirements relating to the…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Cryptoassets, EU

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Brooks Allen

President Trump’s First 100 Days: Impacts and Projections

The first 100 days of a new administration sets the tone for policy direction and regulatory priorities. The following key takeaways from the Trump administration’s first three months highlight significant trends, shifts and…more

Antitrust Division, Antitrust Provisions, CFIUS, Corporate Crimes, Department of Justice (DOJ)

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Trevor Allen

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several transactions…more

Federal Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Management, IRS

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Griff Almy

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

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

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

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Riccardo Alonzi

Recognition of Restructuring and Insolvency Proceedings

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

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

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Jacob Alston

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Abdullah Alzamli

Enforcement Priorities Could Shift in a Downturn

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

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

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Pamela Amaechi

HHS Corporate Integrity Agreements: A Year in Review

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

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

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Agnesine Amamoo

2024 Insights: Corporate Trends

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

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

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Prem Amarnani

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

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

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

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James Anderson

UK Government Targets Reform of the Investment Manager Exemption

On 28 April 2025, the UK government published draft legislative amendments to: - Align the UK’s domestic tax rules on permanent establishments (PE) with the 2017 Organisation for Economic Co-operation and Development (OECD)…more

Asset Management, EU, Exemptions, HMRC, Investment Funds

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Agnes Aniol

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

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

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

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Krissy Annunziata

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

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

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

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Iacovos Antoniou

CMA’s Growth Agenda: UK Competition Authority May Loosen Position on Merger Remedies

The United Kingdom’s Competition and Markets Authority (CMA) will, in the new year, launch a review of its approach to merger remedies which could lead to a shift away from its long-standing preference for structural commitments…more

Acquisitions, Antitrust Provisions, Competition, Competition Authorities, Digital Markets Strategy

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Stephen Arcano

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

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

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

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Filipe Areno

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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David Armstrong

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

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

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

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Clifford Aronson

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

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

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

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Alejandro Ascencio Lucio

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Cassie Ashley

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Katherine Ashley

Corporate Trends and Financing - March 2024

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

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

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Daniel Athias

The UK Foreign Influence Registration Scheme – What You Need to Know

On 1 April 2025, the UK government confirmed that the Foreign Influence Registration Scheme (FIRS) — which was established under the National Security Act 2023 — will come into force from 1 July 2025. The UK government has…more

Foreign Policy, Iran, Lobbying, National Security, New Legislation

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Peter Atkins

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

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

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

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Joshua Atkinson

UK Employment Flash - November 2022

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

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

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Daniel Atlas

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

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

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

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Arash Attar-Rezvani

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

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

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

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Claire Atwood

The Informed Board - November 2024

At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy…more

Acquisitions, Artificial Intelligence, Board of Directors, Corporate Governance, Cyber Attacks

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Sammuel Auld

Supreme Court Clarifies Standard for Analyzing National Bank Act Preemption

In Cantero v. Bank of America, the U.S. Supreme Court clarified the standard for analyzing whether the National Bank Act (the NBA) preempts state laws regulating banks chartered under the NBA. In doing so, the Court rejected “a…more

Banking Sector, Consumer Financial Products, Consumer Lenders, Financial Institutions, Financial Regulatory Reform

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Valentin Autret

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Emily Ludmir Aviad

DOJ and SEC Issue Second Edition of the FCPA Resource Guide

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

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

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Damian Babic

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Leke Badivuku

Skadden's 2020 Insights

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

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

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Niels Baeten

UK Competition Authority Launches Consultation on Merger Remedies: A Shift Toward Flexibility and Growth?

On March 12, 2025, the UK’s Competition and Markets Authority (CMA) launched a consultation on its approach to merger remedies, asking whether the authority should permit more complex remedies in Phase I investigations and…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Merger Controls

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Brian Baggetta

The E-Discovery Digest - March 2018

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

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

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George Baker

UK Public M&A Update – H1 2023

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

Acquisitions, Buyers, Investment, Investors, Mergers

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Karina Bakhshi-Azar

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Zeinab Bakillah

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

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

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

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Nate Balk

CFPB Releases Final ‘Open Banking’ Rule on Personal Financial Data Rights

On October 22, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule (Rule) on personal financial data rights under Section 1033 of the Dodd-Frank Act. The Rule imposes significant new obligations on…more

Banking Sector, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Cybersecurity

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Cassandra Baloga

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

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

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

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Anthony Balzano

The Class Action Chronicle - August 2020

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

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

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Anita Bandy

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Jasmine Banks

FinCEN Commences Rulemaking Process To Implement New Beneficial Ownership Requirements

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

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

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John Barkmeyer

First Circuit Demands ‘But For’ Causation Between Alleged Kickback and Claim Submission

On February 18, 2025, a panel of the U.S. Court of Appeals for the First Circuit unanimously decided that in order to transform an Anti-Kickback Statute (AKS) violation into a false or fraudulent claim for purposes of False…more

Anti-Kickback Statute, Appeals, Compliance, Department of Justice (DOJ), Enforcement Actions

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William Barksdale

FERC Would Have Wide Discretion Under an Expanded Duty of Candor

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

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

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Sebastian Barling

PRA Announces Updates to Approach of Responsible Openness to International Banks

On 20 May 2025, the UK Prudential Regulation Authority (PRA) published a policy statement (PS6/25) on business conducted within branches of international banks operating in the UK, as well as its booking model expectations and…more

Banking Sector, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Joe Barloon

USTR Opens Section 301 Exclusion Process for Manufacturing Machinery

The Office of the U.S. Trade Representative (USTR) has opened a process whereby parties can request exclusions from Section 301 tariffs for imports of certain Chinese-origin machinery used in manufacturing. The launch of this…more

China, Imports, Requests for Exclusion, Section 301, Supply Chain

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Christopher Barlow

Rising Investment in AI Requires Financial Sponsors To Address Unique Risks

Key Points - - Accelerated M&A activity by financial sponsors is expected in the near term due to improved market conditions and deregulation under the Trump administration. - With the rapid development of new AI use…more

Acquisitions, Artificial Intelligence, Capital Markets, Compliance, Cybersecurity

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Crystal Barnes

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

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

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

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Katie Barnes

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Roland Barral

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

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

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

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Linda Barrett

2021 Compensation Committee Handbook

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

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

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Francois Barriere

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

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

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

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Veronica Bartholomew

Insights: The Delaware Edition - December 2020

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

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

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Kathryn Bartolacci

Insights: The Delaware Edition - December 2020

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

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

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Bill Batchelor

A Deep Dive Into Intermediary Remuneration as the UK Supreme Court Considers Its Legality

Is payment to an intermediary, not by its client but by the financial service provider, an illegal inducement or a legitimate distribution cost? In Hopcraft, the UK Supreme Court will consider this perennial question. The case…more

Bribery, Competition, Disclosure Requirements, Fiduciary Duty, Financial Conduct Authority (FCA)

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John Battaglia

$1.7 Trillion Spending Package Includes Significant Changes to Retirement Plans

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

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

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Louise Batty

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Jan Bauer

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

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

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

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Frank Bayouth

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

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

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

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Taylor Beardall

CPPA’s First Enforcement Advisory Focuses on Applying Data Minimization Principles to Consumer Requests

On April 2, 2024, the Enforcement Division of the California Privacy Protection Agency (CPPA) issued Enforcement Advisory No. 2024-01. This first-ever enforcement advisory focuses on promoting compliance with California Consumer…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Consumer Litigation, Cybersecurity

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Andrew Beatty

Rise in Crypto Securities Filings Could Persist

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

Class Action, Cryptoassets, Cryptocurrency, Digital Assets, Enforcement

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Peter Beaumont

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Julie Bédard

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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John Beisner

The Class Action Chronicle - May 2024

In Cheapside Minerals, Ltd. v. Devon Energy Production Co., L.P., 94 F.4th 492 (5th Cir. 2024), the U.S. Court of Appeals for the Fifth Circuit addressed an unresolved question regarding the local controversy exception under the…more

Appeals, CAFA, Class Action, Class Certification, Damages

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William Bejan

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

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

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

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Rita Sinkfield Belin

FTC Announces 2025 HSR Thresholds and Filing Fees as Challenges to New HSR Rules Loom

On January 10, 2025, the Federal Trade Commission (FTC) announced revised notification thresholds and filing fees under the Hart-Scott-Rodino Act (HSR Act), as required by Section 7A of the Clayton Act. If a proposed merger,…more

Acquisitions, Administrative Procedure Act, Antitrust Provisions, Congressional Review Act, Federal Trade Commission (FTC)

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Jacob Bell

Trump Revives and Expands the Battle Over Digital Services Taxes

On February 21, 2025, President Donald Trump issued a presidential memorandum (the Memorandum) signaling that his administration intends to take action with respect to tax and regulatory measures affecting U.S. digital service…more

Compliance, EU, Executive Orders, Intellectual Property Protection, Regulatory Reform

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Devin Benavidez

Skadden's 2020 Insights

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

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

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Elsa Benchemhoun

EU Aims for Harmonized Sanctions Enforcement With Defined Criminal Offences and Penalties

European Union member states have until 20 May 2025 to transpose into their national legislation EU Directive (EU) 2024/1226 (the Directive), which establishes minimum rules on the definition of criminal offences and penalties…more

Anti-Money Laundering, Asset Freeze, Corporate Governance, Corporate Liability, Criminal Prosecution

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Christoph Bender

UK Introduces Legal Services Ban

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

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

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Jonathan Benson

OFSI Issues First-Ever Monetary Penalty for a Failure To Provide Information: Key Considerations for Companies

The Offence and Penalty - On 8 May 2025, the UK’s Office of Financial Sanctions Implementation (OFSI) published its 11 April 2025 notice of its first-ever monetary penalty for an information offence relating to financial…more

Civil Monetary Penalty, Compliance, Corporate Counsel, Corporate Governance, Disclosure Requirements

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John Bentivoglio

Recent Enforcement Settlements Highlight Continued Scrutiny of Quality and Manufacturing Issues

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

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

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Alexander Berg

Recent Trends in Shareholder Activism

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

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

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Jonathan Berger

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

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

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

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Michael Bergmann

2021 Compensation Committee Handbook

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

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

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David Berke

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Jennifer Berman

The Class Action Chronicle - Summer 2015

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

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

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Richard Bernardo

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

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

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

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Edmund Berney

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

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

Artificial Intelligence, Copyright, Cybersecurity, Data Privacy, EU

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Elizabeth Berry

Corporate Integrity Agreements: A Year in Review

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

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

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Boris Bershteyn

Keep Your Seatbelts Fastened: The Wild Antitrust Ride May Not Be Over

Key Points - - We expect the second Trump administration to take a relatively aggressive approach to antitrust enforcement, as regulators did during President-elect Trump’s first term, because there is bipartisan support for…more

Antitrust Division, Biden Administration, Competition, Department of Justice (DOJ), Enforcement Actions

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Samuel Bieler

DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

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

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

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Pascal Bine

EU Aims for Harmonized Sanctions Enforcement With Defined Criminal Offences and Penalties

European Union member states have until 20 May 2025 to transpose into their national legislation EU Directive (EU) 2024/1226 (the Directive), which establishes minimum rules on the definition of criminal offences and penalties…more

Anti-Money Laundering, Asset Freeze, Corporate Governance, Corporate Liability, Criminal Prosecution

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Jared Binstock

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

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

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

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Anthony Biondo

PTAB Update - March 2023

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

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

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Stephanie Birndorf

2024 Compensation Committee Handbook

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

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

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Ryan Bisaillon

Supreme Court Limits Lanham Act Disgorgement to Named Defendants’ Profits

On February 26, 2025, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Dewberry Group Inc. v. Dewberry Engineers Inc., holding that a disgorgement of “defendant’s profits” under the Lanham Act may include…more

Appeals, Corporate Governance, Damages, Dewberry Group Inc v Dewberry Engineers Inc, Disgorgement

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Inara Blagopoluchnaya

REPO for Ukrainians Act Provides for the ‘Repurposing’ of Seized Russian Sovereign Assets

On April 24, 2024, President Joe Biden signed into law a high-profile package of national security legislation (Public Law 118-50). While most press reports focused on the spending elements of the package (appropriating funds to…more

Asset Freeze, Asset Seizure, Economic Sanctions, Export Controls, International Trade

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Richmond Blake

Speaker Program Settlement Highlights Compliance Risks for Life Sciences Companies

On April 29, 2025, the U.S. Attorney’s Office for the Southern District of New York (SDNY) announced a $202 million civil False Claims Act (FCA) settlement with Gilead based on allegations that the company’s speaker program…more

Anti-Kickback Statute, Compliance, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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Brittany Blank

FTC Expected To Issue Final Rule Banning Many Noncompetes on April 23

On April 16, 2024, Federal Trade Commission (FTC) Chair Lina M. Khan announced that a special open commission meeting will be held virtually on Tuesday, April 23, 2024, at 2:00 p.m. Eastern Daylight Time, where the FTC is…more

Employees, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules

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Noemi Blasutta

Employment Flash - March 2024

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

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

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Daniel Blauser

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

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

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

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Daniel Bleiberg

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

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

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

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Gillian Boateng

UK Employment Flash - November 2022

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

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

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Matthew Bobys

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Christopher Bolyai

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

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

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

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Andrew Bond

SEC Proposes Amendments to the Shareholder Proposal Rules

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

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

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Arthur Bookout

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Nick Borelli

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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Jamie Boucher

FinCEN Issues Final Rule on Beneficial Ownership Reporting Under the CTA

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

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

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Christopher Bowers

2022: What You Need To Know …

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

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

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Chloe Bowskill

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

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

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

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Paige Braddy

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

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

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

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Andrew Brady

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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Lance Brasher

White House Moves To Encourage Fossil Fuel and Critical Mineral Production - The Trump Administration’s First 100 Days

Primarily through the issuance of executive orders, the Trump administration has taken a comprehensive approach across departments to promote the production and use of fossil fuels and critical minerals, and withdraw support for…more

Biden Administration, Coal Industry, Deregulation, Energy Policy, Executive Orders

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Brian Breheny

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain…more

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

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Adeline Bridgwood

UK Public M&A Update – H2 2022

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

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

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Molly Brien

Germany Reformed Its Lobbying Laws. Are the EU and UK Next?

Historically, multinational companies and those lobbying on their behalf mostly concerned themselves with the U.S. and Canadian legal frameworks for lobbying. But more and more jurisdictions are establishing increasingly…more

EU, Germany, Lobbying, Lobbyists, Member State

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Jeffrey Brill

The Modernization of the US Bank Merger Review Process Begins

On September 17, 2024, the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC) issued formal statements of policy on reviewing transactions under the Bank Merger Act (BMA). The…more

Antitrust Division, Bank Merger Act, Department of Justice (DOJ), Enforcement, FDIC

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Garrett Brodeur

2024 Insights: Other Regulatory Developments

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

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Jack Broitman

Digital Millennium Copyright Act Claims in AI-Training Cases – Recent Developments

While the question of fair use has dominated much of the discussion on whether copyrighted material can be used to train AI models, of equal importance are questions involving the application of the Digital Millennium Copyright…more

Artificial Intelligence, Copyright, Copyright Litigation, Copyright Management Information (CMI), DMCA

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Allison Brown

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

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

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

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Austin Brown

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

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

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

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Tanisha Brown

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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Marley Ann Brumme

Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans

On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan…more

Board of Directors, Corporate Governance, Hedge Funds, Investment Company Act of 1940, Investment Funds

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Yilan Bryant

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

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

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

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Bryan Burcat

Crypto Regulation: Who Will Protect Consumers Against Fraud?

For years, the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) have actively policed digital asset markets, bringing enforcement actions based on alleged failure to register products and…more

CFTC, Consumer Financial Protection Bureau (CFPB), Consumer Privacy Rights, Consumer Protection Laws, Cryptocurrency

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Frances Burchall

UK Government Introduces Bill To Clarify the Legal Status of Digital Assets

On 11 September 2024, the UK government introduced the Property (Digital Assets etc) Bill, which provides that digital assets can be considered to be personal property under the laws of England and Wales, and could therefore be…more

Cryptocurrency, Digital Assets, Financial Institutions, FinTech, Legislative Agendas

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Katja Butler

The Informed Board - Winter 2024

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

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

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Ernie Butner IV

Biden Administration Signals Its Intention To Be Tougher on Corporate Crime

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

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

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Courtney Butterworth

The Return of Steel and Aluminum Tariffs: Prelude to a Trade War?

President Donald Trump has issued a series of proclamations imposing duties on imports of steel and aluminum products. The first proclamation, “Adjusting Imports of Steel Into the United States” (Steel Proclamation), was issued…more

Aluminum Sales, Executive Orders, Imports, International Trade, National Security

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John Caccia

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

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

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

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Katherine Caldwell

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

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

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

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Antonio Adriano Cammalleri

EU Court of Justice Takes a Firm Stance Against Patent Settlement Agreements

The European Union’s Court of Justice (ECJ) has rendered its two long-awaited judgments in the European Commission’s (EC’s) perindopril case. The 27 June 2024 judgments concern: - The EC’s appeal of the General Court’s…more

Antitrust Provisions, EU, European Commission, European Court of Justice (ECJ), License Agreements

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Jordan Cannon

BIS Reduces Licensing Requirements on Exports to Australia and the UK

In an interim final rule published on April 19, 2024 (New Rule), the Department of Commerce, Bureau of Industry and Security (BIS) amended the Export Administration Regulations (EAR) to reduce licensing requirements on exports…more

Australia, Bureau of Industry and Security (BIS), CFIUS, Export Administration Regulations (EAR), Export Controls

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Stephanie Cannuli

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

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

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

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Michael Cardella

New Proposed Regulations Aim To Overhaul Tax-Free Spin-Off Rules

On January 16, 2025, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published new proposed regulations related to tax-free spin-offs and split-offs (collectively, spin-offs) and other corporate…more

Compliance, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS

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Nathaniel Carden

GILTI Conscience Podcast | Navigating Permanent Establishments in International Tax Law

Our latest episode of “GILTI Conscience” features an in-depth discussion on the complexities of profit attribution to permanent establishments (PEs) under international tax law. Skadden’s Nate Carden, David Farhat and Stefane…more

GILTI tax, International Tax Issues, OECD, Tax Treaty, Transfer Pricing

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Peyton Carper

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving…more

Acquisitions, Board of Directors, Business Judgment Rule, Commercial Litigation, Corporate Governance

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James Carroll

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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William Casey

Interpretations of TC Heartland Add Uncertainty to Patent Litigation

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

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

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Robin Caskey

SEC Staff Issues Additional Pay Versus Performance Compliance & Disclosure Interpretations

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

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

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Ambra Casonato

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

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

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

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Kelsey Castleberry

The Class Action Chronicle - Winter 2017

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

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

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Leonor Catela

EU Court of Justice Takes a Firm Stance Against Patent Settlement Agreements

The European Union’s Court of Justice (ECJ) has rendered its two long-awaited judgments in the European Commission’s (EC’s) perindopril case. The 27 June 2024 judgments concern: - The EC’s appeal of the General Court’s…more

Antitrust Provisions, EU, European Commission, European Court of Justice (ECJ), License Agreements

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Leah Chacón

"Insights Conversations: International Renewable Energy Projects"

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

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

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Sharmistha Chakrabarti

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Amanda Chan

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

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

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

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Danette Chan

China Merger Control Process Should Remain Navigable Even if Tensions Rise

Even if U.S.-China relations become less predictable after President-elect Trump returns to office, we expect that China’s merger control authority, SAMR, will continue to review and approve most deals, including those involving…more

Antitrust Provisions, China, Competition, Export Controls, Foreign Investment

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Eva Chan

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

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

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

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Sergey Chapaev

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

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

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

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Robert Chaplin

The Standard Formula: Encyclopaedia of Prudential Solvency – Chapter 4: The Prudential Solvency Regime of the Cayman Islands

This chapter of the Encyclopaedia of Prudential Solvency focuses on the prudential solvency regime of the Cayman Islands, a prominent (re)insurance hub. The Cayman Islands initially rose to prominence in the insurance industry…more

Capital Requirements, Cayman Islands, Insurance Industry, Insurance Regulations, Investment

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Theodoulos Charalambous

The Standard Formula: A Guide to Solvency II – Chapter 14: The SFCR and Other Public Reporting

The SFCR and Other Public Reporting - Introduction - The Solvency II regime, as legislated in the Solvency II Directive and elaborated upon in Chapter XII of the EU Commission Level 2 Delegated Regulation (2015/35), is…more

EIOPA, EU, European Commission, Financial Institutions, Financial Reporting

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Kenneth Chase

HKEx Finalizes New Rules on Listings for Overseas Issuers

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

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

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Akshay Chauhan

UK Employment Flash - November 2022

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

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

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Mark Chehi

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

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

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

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Angela Cheng

Antitrust: Implications of Trump Executive Orders for Competition Enforcement

President Donald Trump’s early executive orders have not specifically called out antitrust enforcement, but several impact antitrust agencies and could influence antitrust policy and enforcement over the next four years. New…more

Artificial Intelligence, Competition, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I), Employer Liability Issues

See all updates »

Merin Cherian

Understanding SEC’s Focus Amid Lack of Final AI Rules

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

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

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Adam Chernicoff

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

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

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

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Pramode Chiruvolu

How and When SEC Recordkeeping Rules May Apply to AI-Generated Content

AI has revolutionized the way many businesses operate. Firms in the financial sector are eager to take advantage of rapidly developing technologies but do not want to risk running afoul of relevant Securities and Exchange…more

Artificial Intelligence, Broker-Dealer, Consumer Financial Products, Disclosure Requirements, Financial Services Industry

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C. Michael Chitwood

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

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

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

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Leo Chomiak

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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Mark Chorazak

White House Announces First Steps Toward New Policies Supporting Cryptocurrencies and Digital Financial Technology

President Trump has taken the first steps toward fulfilling his promise to reverse the Biden administration’s approach to digital assets by issuing an executive order that establishes a framework for fostering the growth of…more

Biden Administration, Blockchain, CFTC, Cryptocurrency, Digital Assets

See all updates »

Amy Chubb

UK Employment Flash - September 2021

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

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

See all updates »

Aanchal Chugh

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Ekaterina Churanova

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

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

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

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Ondrej Chvosta

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

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F. Joseph Ciani-Dausch

FTC Announces 2025 HSR Thresholds and Filing Fees as Challenges to New HSR Rules Loom

On January 10, 2025, the Federal Trade Commission (FTC) announced revised notification thresholds and filing fees under the Hart-Scott-Rodino Act (HSR Act), as required by Section 7A of the Clayton Act. If a proposed merger,…more

Acquisitions, Administrative Procedure Act, Antitrust Provisions, Congressional Review Act, Federal Trade Commission (FTC)

See all updates »

Branka Cimesa

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts

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

Bitcoin, Blockchain, CFTC, Cryptocurrency, Digital Assets

See all updates »

Michael Civale

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

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

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

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Anthony Clark

Insights: The Delaware Edition - October 2015

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

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

See all updates »

Christopher Clark

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

David Clark

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

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

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

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Gerard Clark

Skadden Energy Law Handbook - 2014

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

Energy Sector, Handbooks

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Katie Clarke

‘America First Investment Policy’ Aims To Reshape CFIUS and ‘Reverse CFIUS’

On February 21, 2025, the White House released President Donald Trump’s “America First Investment Policy” memorandum (Investment Policy), which outlined several initiatives to incentivize investment from U.S. allies and partners…more

CFIUS, China, Foreign Investment, Foreign Policy, Investment

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Nicole Cleminshaw

Paycheck Protection Program: An Overview of Fair Lending Risks

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

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

See all updates »

Joseph Coco

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

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

See all updates »

Adam Cohen

White House Announces First Steps Toward New Policies Supporting Cryptocurrencies and Digital Financial Technology

President Trump has taken the first steps toward fulfilling his promise to reverse the Biden administration’s approach to digital assets by issuing an executive order that establishes a framework for fostering the growth of…more

Biden Administration, Blockchain, CFTC, Cryptocurrency, Digital Assets

See all updates »

Jeffrey Cohen

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

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

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

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Jessica Cohen

Privacy & Cybersecurity Update - February 2022

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

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

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Jon Cohen

SDNY Amends Local Bankruptcy Rules To Streamline Chapter 11 Processes

The U.S. Bankruptcy Court for the Southern District of New York (SDNY) has issued a general order amending its Local Bankruptcy Rules. The amendments introduce a broad set of changes that will impact all types of bankruptcy…more

Amended Rules, Artificial Intelligence, Bankruptcy Code, Bankruptcy Court, Chapter 11

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Julie Cohen

Supreme Court Validates PR Financial Oversight Board, but Challenges Remain

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

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

See all updates »

Rachel Cohn

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

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

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

See all updates »

Eben Colby

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Avanthi Cole

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

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

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

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Luke Cole

The Informed Board - Spring 2023

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

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

See all updates »

Matthew Collin

FTC Ban on Noncompetes Now Slated To Take Effect on September 4

The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September 4,…more

Employees, Employer Liability Issues, Employment Contract, Federal Bans, Federal Trade Commission (FTC)

See all updates »

Nicholas Colombo

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements…more

Acquisitions, Antitrust Provisions, Artificial Intelligence, Capital Markets, Climate Change

See all updates »

Nia Colon

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

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

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

See all updates »

Jon Concepción

Matters To Consider for the 2024 Annual Meeting and Reporting Season

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

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

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Jocelyn Coney

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, Consumer Financial Products

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Claire Consoli

Financial Reporting Council Publishes Revised UK Corporate Governance Code

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

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

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Zoe Cooper Sutton

ESG in 2021 So Far: An Update

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

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

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Karen Corallo

Recent Enforcement Settlements Highlight Continued Scrutiny of Quality and Manufacturing Issues

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

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

See all updates »

Karen Corman

Employment Flash - January 2022

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

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

See all updates »

Lorenzo Corte

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

See all updates »

Jay Cosel

Proposed Bonus Depreciation Regulations Clarify Impact on Certain Transactions

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

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

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Christopher (Chris) Coulson

PTAB Update - March 2023

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

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

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Pete Coulton

Challenging Exit and Debt Conditions Prompt Financial Sponsors To Adopt Workarounds

The challenges facing financial sponsors in the past couple of years have been widely discussed. Their funds have amassed over $1 trillion in dry powder that they are competing to deploy in a weak exit market…more

Acquisitions, Banking Sector, Financial Institutions, Financial Markets, Initial Public Offering (IPO)

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Christopher Cox

The E-Discovery Digest - March 2018

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

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

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Rachael Cox

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

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

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

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Charles Crandall IV

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

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

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

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Kate Crompton

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Heather Cruz

Recent Developments Could Facilitate Greater Bank and Broker-Dealer Involvement in Cryptoasset Services

On September 9, 2024, the Chief Accountant of the U.S. Securities and Exchange Commission (SEC), Paul Munter, delivered remarks describing circumstances in which, in the SEC staff’s view, entities may engage in cryptoasset…more

Broker-Dealer, Cryptoassets, Cryptocurrency, Enforcement Actions, Financial Institutions

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Alissa Curran

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

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

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

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Eman Cuyler

Executive and Administrative Changes Shape Tax Policy Ahead of Legislation - The Trump Administration’s First 100 Days

The Trump administration has declared that prior U.S. commitments under the OECD’s Pillar Two agreement would have no domestic effect unless approved by Congress, reflecting long-standing opposition…more

Executive Orders, International Tax Issues, IRS, New Guidance, New Regulations

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Julia Czarniak

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

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

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

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Su Da

New IRS Ruling Guidelines Significantly Impact Tax-Free Spin-Offs

On May 1, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released Revenue Procedure 2024-24 (Revenue Procedure), which sets out substantially revised guidelines for private letter ruling (PLR)…more

Deadlines, IRS, Parent Corporation, Private Letter Rulings, Revenue Procedures

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Jackie Dakin

A Playbook for Borrowers Facing Economic and Debt Market Pressures

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

Acquisitions, Bonds, Borrowers, Business Plans, Capital Markets

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Steven Daniels

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were…more

Acquisitions, Board of Directors, Business Disputes, Bylaws, Commercial Litigation

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Danielle Dankner

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

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

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

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James Danly

Supreme Court Holding That SEC Actions Seeking Civil Penalties for Securities Fraud Must Be Heard by a Jury Calls Into Question Other In-House Enforcement Procedures

In Securities and Exchange Commission v. Jarkesy, the U.S. Supreme Court held that “the Seventh Amendment entitles a defendant to a jury trial when the [Securities and Exchange Commission] seeks civil penalties against him for…more

Administrative Authority, Administrative Law Judge (ALJ), Administrative Proceedings, Consumer Financial Products, Consumer Protection Laws

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Antony Dapiran

Hong Kong Regulatory Update – October 2019

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

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

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Michael Darling

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

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

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

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Pierre-Hadrien Darriet

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

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

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

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Arash Dashtgard

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

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

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

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Bonnie David

Current Bounds on Books and Records Demands

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

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

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Jessica Davidson

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

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

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

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Kate Davies KC

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Abby Davis (Sheehan)

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Kristin Davis

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to…more

Annual Meeting, Board of Directors, Capital Markets, Corporate Governance, Cybersecurity

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Louis Davis

The Informed Board - November 2024

At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy…more

Acquisitions, Artificial Intelligence, Board of Directors, Corporate Governance, Cyber Attacks

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Michelle Davis

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

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

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

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Mikal Davis-West

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

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

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

See all updates »

Amanda Day

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements…more

Acquisitions, Antitrust Provisions, Artificial Intelligence, Capital Markets, Climate Change

See all updates »

Sandro De Bernardini

France Completes Major Foreign Investment Reform

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

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

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Lorenza De Domenico

UK Government Targets Reform of the Investment Manager Exemption

On 28 April 2025, the UK government published draft legislative amendments to: - Align the UK’s domestic tax rules on permanent establishments (PE) with the 2017 Organisation for Economic Co-operation and Development (OECD)…more

Asset Management, EU, Exemptions, HMRC, Investment Funds

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Geraldine De Vasconcelos Lopes

EU General Court Overturns Intel Antitrust Fine

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

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

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Philip Dear

2024 Insights: Corporate Trends

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

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

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Andrew Deas

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

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

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

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Thomas DeCapo

Investment Management Update - October 2022

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

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

See all updates »

Adrian Deitz

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Stephen Della Penna

Supreme Court Validates PR Financial Oversight Board, but Challenges Remain

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

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

See all updates »

Leslie Demers

Supreme Court Limits Lanham Act Disgorgement to Named Defendants’ Profits

On February 26, 2025, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Dewberry Group Inc. v. Dewberry Engineers Inc., holding that a disgorgement of “defendant’s profits” under the Lanham Act may include…more

Appeals, Corporate Governance, Damages, Dewberry Group Inc v Dewberry Engineers Inc, Disgorgement

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Aristeidis Demiroglou

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

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

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

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Frederic Depoortere

UK Competition Authority Launches Consultation on Merger Remedies: A Shift Toward Flexibility and Growth?

On March 12, 2025, the UK’s Competition and Markets Authority (CMA) launched a consultation on its approach to merger remedies, asking whether the authority should permit more complex remedies in Phase I investigations and…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Merger Controls

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Helena Derbyshire

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

See all updates »

Philippe Despres

Employment Flash - November 2023

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

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

See all updates »

Brenna DeVaney

Cultivating a Successful In-House Pro Bono Program

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

Corporate Counsel, Corporate Social Responsibility, Pro Bono

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Shirley Diaz

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements…more

Acquisitions, Antitrust Provisions, Artificial Intelligence, Capital Markets, Climate Change

See all updates »

Gary DiBianco

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

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

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

See all updates »

Jack DiCanio

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Georgian Dimopoulos

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

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

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

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Matt Dinger

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

See all updates »

Stephane Dionnet

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

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

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

See all updates »

June Dipchand

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

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

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

See all updates »

Nicole DiSalvo

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

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

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

See all updates »

Alyssa Domino

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

See all updates »

Nathaniel Dorfman

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

See all updates »

Melissa Dorow

White House Announces First Steps Toward New Policies Supporting Cryptocurrencies and Digital Financial Technology

President Trump has taken the first steps toward fulfilling his promise to reverse the Biden administration’s approach to digital assets by issuing an executive order that establishes a framework for fostering the growth of…more

Biden Administration, Blockchain, CFTC, Cryptocurrency, Digital Assets

See all updates »

Michael Dorum

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

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

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

See all updates »

Liz Downing

International Companies Turn To US Restructurings for COVID-19 Relief

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

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

See all updates »

Robert Drain

Rockville Centre Case Offers a Framework for Settling Mass Tort Bankruptcy Claims Post-Purdue

The Supreme Court’s 2024 Purdue decision1 held that the Bankruptcy Code does not authorize a release and injunction under a Chapter 11 plan of claims against a non-debtor, even if they relate to claims against or by the debtor,…more

Bankruptcy Code, Bankruptcy Court, Buyback Litigation, Chapter 11, Commercial Bankruptcy

See all updates »

Christopher Dressel

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

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

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

See all updates »

Anthony Dreyer

Tennessee Law Addresses Proliferation of Deepfakes

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

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

See all updates »

Alexander Drylewski

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

See all updates »

Shu Du

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

See all updates »

Rene DuBois

DOJ-Initiated False Claims Act Activity on the Rise

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

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

See all updates »

Rajeev Duggal

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

See all updates »

Avia Dunn

Core False Claims Act Theories Top the List of DOJ Criminal Enforcement Priorities

The May 12, 2025, memo from the head of the Department of Justice’s (DOJ’s) Criminal Division highlights 10 “high-impact” areas as the focus of DOJ’s criminal enforcement efforts. (See our May 14, 2025, client alert “In a New…more

Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Federal Food Drug and Cosmetic Act (FFDCA)

See all updates »

K. Kristine Dunn

Rolling Back the Administrative State: Understanding Trump’s Deregulatory Initiative

On February 19, 2025, President Donald Trump issued the executive order “Ensuring Lawful Governance and Implementing the President’s ‘Department of Government Efficiency’ Deregulatory Initiative” (the 2025 EO). The 2025 EO,…more

Administrative Procedure Act, Chevron Deference, Congressional Review Act, Constitutional Challenges, Department of Government Efficiency (DOGE)

See all updates »

Van Durrer II

New Market Emerges for Legacy Liability Dispositions

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

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

See all updates »

Brian Duwe

Privacy & Cybersecurity Update - September 2023

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

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

See all updates »

Shay Dvoretzky

Supreme Court Could Soon Rule on the Merits in Challenges to the Trump Administration - The Trump Administration’s First 100 Days

The U.S. Supreme Court has taken a cautious approach to the Trump administration’s wide-ranging actions…more

Appeals, Constitutional Challenges, Executive Orders, Immigrants, Immigration Procedures

See all updates »

Ryan Dzierniejko

Cryptocurrencies Stand To Gain From New Regulators and a Receptive Congress

Key Points - - A Republican president and Congress are expected to be more supportive of digital assets than the current administration. - There is a reasonable chance that legislation creating a regulatory framework for…more

Banking Sector, Capital Markets, Cryptocurrency, Digital Assets, Digital Currency

See all updates »

Dakota Eckenrode

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving…more

Acquisitions, Board of Directors, Business Judgment Rule, Commercial Litigation, Corporate Governance

See all updates »

Eliza Edlich

Supreme Court Clarifies That Copyright Damages Are Not Limited to Three Years Before Filing of an Infringement Claim

On May 9, 2024, in Warner Chappell Music, Inc. v. Nealy, the U.S. Supreme Court ruled 6-3 that a copyright owner is entitled to monetary relief for timely infringement claims — i.e., claims brought within the Copyright Act’s…more

Copyright, Copyright Infringement, Copyright Litigation, Damages, Discovery Rule

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David Edwards

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

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

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

See all updates »

Max Edwards

FCA Releases Policy Statement on New Rules for SPACs

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

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

See all updates »

Brian Egan

President Trump’s First 100 Days: Impacts and Projections

The first 100 days of a new administration sets the tone for policy direction and regulatory priorities. The following key takeaways from the Trump administration’s first three months highlight significant trends, shifts and…more

Antitrust Division, Antitrust Provisions, CFIUS, Corporate Crimes, Department of Justice (DOJ)

See all updates »

Jonathon Egerton-Peters

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

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

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

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Danuta Egle

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

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

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

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Josh Ehrhart

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

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

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

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Justin Einhorn

Insights - September 2024

In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse topics…more

Acquisitions, Administrative Procedure Act, Artificial Intelligence, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System

See all updates »

Henry Eisenberg

SEC Proposes New Rules for Climate-Related Disclosures

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

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

See all updates »

Lauren Eisenberg

SEC Heightens Focus on Cybersecurity

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

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

See all updates »

David Eisman

Privacy & Cybersecurity Update - September 2023

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

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

See all updates »

Nour El-Kebbi

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

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

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

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Leena El-Sadek

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

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

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

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Shana Elberg

Beyond Traditional Financing: Exploring Equity-Linked DIP Strategies in WeWork and Enviva

Building on emerging trends, 2024 has seen a continued rise in the use of equity-linked debtor-in-possession (DIP) financing in Chapter 11 cases. Recent examples from WeWork and Enviva illustrate how stakeholders are…more

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

See all updates »

Kata Éles

Countdown to DORA – Four Takeaway Points From Regulators’ December Statements

The EU’s Digital Operational Resilience Act (DORA) becomes binding on 17 January 2025. As the compliance deadline approaches, EU financial regulators (ESAs) have issued a flurry of statements on the act, including: - An ESA…more

Cybersecurity, Digital Operational Resilience Act (DORA), EIOPA, Enforcement, EU

See all updates »

Natalie Eliades

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

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

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

See all updates »

Brittany Ellenberg

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

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

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

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Howard Ellin

Delaware Corporate Law: Recent Trends and Developments

On January 28, 2025, Skadden hosted a webinar on recent developments in Delaware corporate law. Skadden partners Howard Ellin (Mergers and Acquisitions/New York), Ed Micheletti (Litigation/Wilmington) and Jenness Parker…more

Acquisitions, Caremark claim, Controlling Stockholders, Corporate Counsel, Corporate Governance

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Kristin Ellsworth

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

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

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

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Erik Elsea

Corporate Trends and Financing - March 2024

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

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

See all updates »

Bruce Embley

UK Takeover Panel Proposes Narrowing the Scope of Companies Subject to the Takeover Code

On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of…more

Acquisitions, Capital Markets, Corporate Governance, EU, Investment

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Michael Ena

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

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

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

See all updates »

John Endresen

Carbon Reduction and Environmental Justice Drive Energy Policy

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

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

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M. Oren Epstein

Copyright Office Publishes Report on Copyrightability of AI-Generated Materials

The United States Copyright Office (USCO) has released its report on the copyrightability of outputs generated by artificial intelligence (AI) systems (the Report). This is the second of three reports the USCO plans to release…more

Artificial Intelligence, Authorship, Copyright, Copyright Office, Copyright Registration

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Noah Epstein

The Class Action Chronicle - May 2024

In Cheapside Minerals, Ltd. v. Devon Energy Production Co., L.P., 94 F.4th 492 (5th Cir. 2024), the U.S. Court of Appeals for the Fifth Circuit addressed an unresolved question regarding the local controversy exception under the…more

Appeals, CAFA, Class Action, Class Certification, Damages

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Carl Erdmann

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

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

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

See all updates »

John Estes III

Carbon Reduction and Environmental Justice Drive Energy Policy

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

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

See all updates »

Jose Esteves

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

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

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

See all updates »

Nicolas Etcheparre

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

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

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

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Oyere Etta

Variable Remuneration and Ethical Behavior: A Toolkit for Companies

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

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

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Mitchell Ettinger

Cross-Border Investigations Update - September 2019

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

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

See all updates »

Natasha Evagelia

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

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

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

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Alessio Evangelista

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

See all updates »

Zachary Faigen

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Ellie Fain

US Treasury Creates the ‘Reverse CFIUS’ Program, a (Limited) Great Wall on Outbound Investment

The Department of the Treasury (Treasury) has released a final rule imposing restrictions on U.S. outbound investment in Chinese companies active in developing certain national security technologies (Final Outbound Rule)…more

Artificial Intelligence, CFIUS, Covered Transactions, Final Rules, Foreign Investment

See all updates »

James Falconer

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

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

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

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Elena Faloutsou

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

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

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

See all updates »

David Farhat

GILTI Conscience Podcast | Navigating Permanent Establishments in International Tax Law

Our latest episode of “GILTI Conscience” features an in-depth discussion on the complexities of profit attribution to permanent establishments (PEs) under international tax law. Skadden’s Nate Carden, David Farhat and Stefane…more

GILTI tax, International Tax Issues, OECD, Tax Treaty, Transfer Pricing

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Natasha Faulconer

How and When SEC Recordkeeping Rules May Apply to AI-Generated Content

AI has revolutionized the way many businesses operate. Firms in the financial sector are eager to take advantage of rapidly developing technologies but do not want to risk running afoul of relevant Securities and Exchange…more

Artificial Intelligence, Broker-Dealer, Consumer Financial Products, Disclosure Requirements, Financial Services Industry

See all updates »

Andrew Faulkner

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

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

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

See all updates »

Jacob Fedechko

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

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

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

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Cameron Fee

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

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

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

See all updates »

Jordan Feirman

Appellate Court Affirms Human Authorship Requirement for Copyrighting AI-Generated Works

The U.S. Court of Appeals for the D.C. Circuit has affirmed a district court ruling that human authorship is a bedrock requirement to register a copyright, and that an artificial intelligence system cannot be deemed the author…more

Appeals, Artificial Intelligence, Authorship, Copyright, Copyright Litigation

See all updates »

Warren Feldman

Cross-Border Investigations Update - September 2019

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

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

See all updates »

Gregory Fernicola

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

See all updates »

Caroline Ferris White

Biden DOJ Likely To Employ FIRREA as an Enforcement Tool

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

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

See all updates »

Eytan Fisch

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

See all updates »

Eric Fischer

Impact of US Tax Reform on Cross-Border Estate Planning

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

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

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Catherine Fisher

The Class Action Chronicle - Winter 2017

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

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

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Patrick Fitzgerald

Privacy & Cybersecurity Update - January 2023

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

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

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Robert Fitzgerald

Insights – April 2023 | Insights

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

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

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Sebastian E S FitzGerald

Challenging Exit and Debt Conditions Prompt Financial Sponsors To Adopt Workarounds

The challenges facing financial sponsors in the past couple of years have been widely discussed. Their funds have amassed over $1 trillion in dry powder that they are competing to deploy in a weak exit market…more

Acquisitions, Banking Sector, Financial Institutions, Financial Markets, Initial Public Offering (IPO)

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Lara Flath

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Brett Fleisher

Rising Investment in AI Requires Financial Sponsors To Address Unique Risks

Key Points - - Accelerated M&A activity by financial sponsors is expected in the near term due to improved market conditions and deregulation under the Trump administration. - With the rapid development of new AI use…more

Acquisitions, Artificial Intelligence, Capital Markets, Compliance, Cybersecurity

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Maya Florence

A 20-Minute Speech Provides the Clearest Road Map Yet for FDA Policy

Key Points - - Who is impacted: Manufacturers of pharmaceutical, biotechnology, medical device and food products. - What is changing: The agency is prioritizing user fee reauthorization, the MAHA initiative and a push for…more

See all updates »

Madison Flowers

Matters To Consider for the 2023 Annual Meeting and Reporting Season

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

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

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Stephen Floyd

Trump’s Tariffs on Canada, Mexico and China: Update and Analysis

On February 1, 2025, President Donald Trump signed executive orders imposing tariffs on almost all imports from Canada, Mexico and China. Tariffs on China became effective on February 4, 2025, while Canada and Mexico reached…more

Canada, China, Executive Orders, Exports, Imports

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Bernardo Bonseca

CFTC Enforcement Director Addresses Self-Reporting Benefits

On April 11, 2024, Ian McGinley, the director of enforcement at the Commodity Futures Trading Commission (CFTC) addressed the New York City Bar Association Futures and Derivatives Committee to present the benefits of…more

CFTC, Enforcement Actions, Regulatory Requirements, Reporting Requirements, Securities and Exchange Commission (SEC)

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Andrew Foster

China Merger Control Process Should Remain Navigable Even if Tensions Rise

Even if U.S.-China relations become less predictable after President-elect Trump returns to office, we expect that China’s merger control authority, SAMR, will continue to review and approve most deals, including those involving…more

Antitrust Provisions, China, Competition, Export Controls, Foreign Investment

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David Foster

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

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

Acquisitions, Appeals, Biopharmaceutical, Class Action, Corporate Governance

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Mark Foster

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Stephanie Foster

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

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

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

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Alyssa Fox

Annual Meeting Filing and Disclosure Requirements

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

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

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Raquel Fox

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain…more

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

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Thomas Fox

The Informed Board - Summer 2023

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

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

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Carolina Hannah Fraley

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

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

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

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Jonathan Frank

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

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

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

See all updates »

William Frank

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

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

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

See all updates »

Rachel Frankeny

"SEC Proposes New Rules on Hedging Policy Disclosures"

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

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

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Kimberly Franko Lower

Employment Flash - August 2021

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

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

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James Fredricks

Anti-Bribery and Corruption Risks Remain Despite FCPA Enforcement Pause

On February 10, 2025, President Donald Trump signed an executive order directing the U.S. attorney general, Pam Bondi, to pause Foreign Corrupt Practices Act (FCPA) actions for 180 days until she issues revised FCPA enforcement…more

Anti-Corruption, Compliance, Corruption, Department of Justice (DOJ), Enforcement Actions

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Todd Freed

The PRA’s Expectations for Funded Reinsurance: How To Comply

The PRA has released an important statement on its approach to funded reinsurance. Our view is that the statement endorses the conceptual principle that funded reinsurance (particularly to offshore counterparties) should best be…more

Banking Sector, Capital Requirements, Collateral Agreements, Financial Institutions, Financial Services Industry

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Berit Freeman

ISS Issues Updated FAQs on US Executive Compensation Policies for 2025

On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after February…more

Clawbacks, Compensation & Benefits, Corporate Governance, Disclosure Requirements, Equity Compensation

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Michael Frese

CJEU Ruling Supports Third-Party Access to Dominant Digital Platforms

On February 25, 2025, the Court of Justice of the European Union (CJEU) held in Google Android Auto1 that a dominant platform’s refusal to ensure interoperability with a third-party app may constitute an abuse of dominance. The…more

Abuse of Dominance, Antitrust Violations, Competition, Court of Justice of the European Union (CJEU), Digital Platforms

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Brenna Frey

The E-Discovery Digest - March 2018

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

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

See all updates »

Johannes Frey

Navigating the Once-Obscure German Nonresident Withholding Tax

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

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

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Kristina Fridman

Impact of Canada, Mexico and China Tariffs on Commercial Contracts

President Donald Trump’s tariffs on virtually all goods from Canada and Mexico went into effect at midnight on March 4, 2025. The tariffs were effected through an expiry of the extension of the previous executive order (see our…more

Canada, China, Contract Terms, Executive Orders, Global Economy

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David Friedman

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

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

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

See all updates »

Andrianna Frinzi

Corporate Trends and Financing - March 2024

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

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

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Lawrence Frishman

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

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

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

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Don Frost Jr.

Trump Administration Rolls Back Climate Change Initiatives

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

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

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Guodong Fu

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

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

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

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Andrew Fuchs

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

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

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

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Alexander Fullman

Skadden's 2020 Insights

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

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

See all updates »

Robert Fumerton

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Timothy Gaffney

Skadden's 2020 Insights

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

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

See all updates »

Daniel Gal

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Paden Gallagher

The Class Action Chronicle - December 2022

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

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

See all updates »

Kathryn Gamble

UK Public Markets Monitor – Q1 2025

Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A. In this issue, we review: - Primary Market Bulletin 54 — Strategic leaks and unlawful…more

Acquisitions, Capital Markets, Corporate Governance, Financial Conduct Authority (FCA), Mergers

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Parveet Gandoak

"E-Commerce in India on the Rise"

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

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

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Z. Julie Gao

Revisiting Share Repurchases in Volatile Times

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

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

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Annabelle Gardere

Skadden's 2020 Insights

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

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

See all updates »

John Gardiner

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

See all updates »

Cliff Gardner

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Guilhem Le Gars

Annual Report Highlights France’s Financial Crime Enforcement and International Cooperation

Ten years after its establishment, France’s National Financial Prosecutor’s Office (Parquet National Financier or PNF) has released its 2024 annual report (Report),1 showcasing a year of consolidation and innovation in the fight…more

Anti-Corruption, Anti-Money Laundering, Compliance, Corruption, Criminal Prosecution

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Michelle Gasaway

Working Through the Riddles of Tokenized Securities

Key Points: - The SEC’s Crypto Task Force cited past “hostility” toward digital assets and aims to create a regulatory framework. - Tokenized securities face complex regulatory challenges, including compliance with the…more

Blockchain, Broker-Dealer, Cryptocurrency, Digital Assets, Investment Funds

See all updates »

Ebba Gebisa

"Oil and Gas Companies Brace for Fall Redeterminations"

For most of 2015, industry observers have predicted that depressed commodity prices will result in a surge in M&A activity among domestic exploration and production (E&P) companies, as well as a large number of bankruptcy…more

Acquisitions, Banks, Borrowers, Capital Requirements, Chapter 11

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Jeffrey Geier

Despite Slowdown in SPAC Activity, Opportunities Remain

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

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

See all updates »

Marc Gerber

Prepare for Changes to the Shareholder Engagement Process

As companies prepare for engagement with their shareholders in connection with the 2025 annual meeting season, they should be prepared for a change in the approach followed by institutional investors. These changes are being…more

Beneficial Owner, Corporate Governance, Environmental Social & Governance (ESG), Institutional Investors, Investors

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Jeffrey Gerrish

Shifts in US Trade Policy in Certain Areas but Continuity in Others

The shape of the Biden administration’s international trade policy has begun to emerge, with few changes expected in some areas (e.g., China) but potential resolutions and new disputes in others (e.g., Europe)…more

Biden Administration, China, Digital Services Tax, International Trade Commission (ITC), Tariffs

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Mana Ghaemmaghami

Copyright Office Weighs In on AI Training and Fair Use

On May 9, 2025, the United States Copyright Office (the USCO) released a 108-page report on whether the unauthorized use of copyrighted materials to train generative artificial intelligence (AI) systems is defensible as a fair…more

Algorithms, Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation

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Nickolas Gianou

Final ‘Domestically Controlled REIT’ Regulations Retain Corporate Look-Through With Some Modifications

On April 24, 2024, the Treasury Department released final regulations that alter key rules affecting many real estate funds and foreign investors in U.S. real estate…more

Final Rules, FIRPTA, Foreign Investment, Internal Revenue Code (IRC), Mortgage REITS

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Marie Gibson

"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T. Bentivoglio,…more

Cross-Border Transactions, Department of Justice (DOJ), Food and Drug Administration (FDA), Kickbacks, Life Sciences

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Nathan Giesselman

New Proposed Regulations Aim To Overhaul Tax-Free Spin-Off Rules

On January 16, 2025, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published new proposed regulations related to tax-free spin-offs and split-offs (collectively, spin-offs) and other corporate…more

Compliance, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS

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Jeongu Gim

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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Shelli Gimelstein

US Supreme Court Rejects Willfulness Requirement for Profit Awards in Trademark Infringement Cases

On April 23, 2020, the U.S. Supreme Court unanimously ruled that a plaintiff is not required to prove that a defendant’s misconduct was willful in order to obtain an award of a defendant’s profits in trademark infringement cases…more

§ 1125(a), § 1125(c), Appeals, Burden of Proof, Charge-Filing Preconditions

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Jennifer Gindin

US Announces Formal Strategy To Counter Corruption

On December 6, 2021, the White House released "United States Strategy on Countering Corruption" (the Strategy Paper), which outlines the Biden administration's focus on fighting corruption as a core national security interest of…more

Anti-Corruption, Biden Administration, Corruption, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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Griffin Giroux

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

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

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

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Ross Gitlin

FERC Would Have Wide Discretion Under an Expanded Duty of Candor

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

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

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Franklin Gittes

"Delaware Court of Chancery Applies Business Judgment Rule to a Going-Private Merger"

In a decision with important implications for structuring going-private transactions, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery this week applied the business judgment rule — not the more rigorous entire…more

Board of Directors, Business Judgment Rule, Duty of Care, Going-Private Transactions, Shareholders

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Keema Givens

Chair Gensler’s Insight on the SEC’s New Regulatory Agenda

In prepared remarks on June 23, 2021, Chair Gary Gensler of the Securities and Exchange Commission (SEC) provided additional insight into the commission’s recently announced regulatory agenda and its shift in priorities. His…more

Climate Change, Corporate Governance, Diversity and Inclusion Standards (D&I), Environmental Social & Governance (ESG), Executive Compensation

See all updates »

Steven Glaser

DOJ Launches Corporate Whistleblower Awards Pilot Program and Announces a New Incentive for Self-Reports

On August 1, 2024, the Department of Justice’s Criminal Division launched the Corporate Whistleblower Awards Pilot Program (the Program), following up on its announcement in March 2024 of a plan to offer whistleblower awards…more

Anti-Corruption, CFTC, Compliance, Corporate Governance, Corporate Misconduct

See all updates »

Angus Goalen

What Is the Future for Opt-Out Class Actions in the UK After Lloyd v Google?

Takeaways - The U.K. Supreme Court, in its much-anticipated decision in Lloyd v Google, held that “opt-out” representative (class) actions cannot proceed unless the plaintiff proves material damage and shows that each class…more

Class Members, Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), Google

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Jenna Godfrey

SEC Modernizes and Simplifies Disclosure and Compliance Requirements

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted rule changes, as mandated by the Fixing America’s Surface Transportation Act (FAST Act), to modernize and simplify the disclosure and compliance obligations…more

Amended Rules, Compliance, Disclosure Requirements, Fixing America’s Surface Transportation Act (FAST Act), Regulation S-K

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Devaanjana Goel

US Supreme Court Holds That Federal Bribery Law Does Not Criminalize Gratuities

On June 26, 2024, the U.S. Supreme Court found that the main federal anti-corruption statute proscribing bribes to state and local officials does not criminalize gratuities, which the Court described as “payments made to an…more

Bribery, Corruption, Fraud, Illegal Gratuities, Mayors

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Thorsten Goetz

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

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

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

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Jay Goffman

US Supreme Court Holds That Bankrupt Companies Cannot Rescind Trademark Licenses

On May 20, 2019, the U.S. Supreme Court ruled in Mission Product Holdings, Inc. v. Tempnology, LLC, 587 U.S. ___, that a debtor’s ability to reject executory contracts under Section 365(a) of the Bankruptcy Code does not permit…more

Bankruptcy Appellate Panel (BAP), Bankruptcy Code, Breach of Contract, Commercial Bankruptcy, Debtors

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Nazmiye Gokcebay

Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

See all updates »

Evgueni Gokhmark

2024 Compensation Committee Handbook

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

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

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Fred Goldberg Jr.

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

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

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

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Shepard Goldfein

US Supreme Court To Consider Degree of Deference Courts Should Give Foreign Countries' Interpretation of Their Laws

On January 12, 2018, the United States Supreme Court granted certiorari in Animal Science Products v. Hebei Welcome Pharmaceutical Co. (In re Vitamin C Antitrust Litigation), No. 16-1220. The issue before the Supreme Court is…more

Animal Science Products Inc v Hebei Welcome Pharmaceutical Co Ltd, Antitrust Litigation, Appeals, Certiorari, China

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Bruce Goldner

"New Federal Trade Secrets Act Becomes Law"

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA, or Act) into law. The DTSA, among other things, amends the Economic Espionage Act to create, for the first time, a federal private civil cause…more

Asset Seizure, Damages, Defend Trade Secrets Act (DTSA), Ex Parte, Injunctions

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David Goldschmidt

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Robert Goldstein

"Investment-Grade Notes Increase, IPOs Decline in 2015"

Investment-Grade Notes - The U.S. investment-grade notes market ended the year 13 percent higher by dollar value (2 percent higher by issuances) than in 2014, with $1.3 trillion (2,021 issuances)…more

Corporate Financing, Initial Public Offering (IPO), Investment-Grade Notes

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Armando Gomez

The IRS Is Coming for Partnerships and High Net Wealth Individuals

The Internal Revenue Service plans to deploy thousands of new hires to expand audits of partnerships and high net wealth individuals. As part of a larger transformation at the agency, it is using some of the $60 billion in…more

Artificial Intelligence, Audits, Digital Assets, Estate Planning, Generation-Skipping Transfer

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Seve Gonzales

HHS Office for Civil Rights Reaches Second Health Care Ransomware Settlement

The Department of Health and Human Services (HHS) Office for Civil Rights (OCR) recently announced its second settlement in four months growing out of a ransomware attack on a health care business. Maryland-based Green Ridge…more

Corrective Action Plans (CAPs), Cyber Attacks, Department of Health and Human Services (HHS), Enforcement Actions, Health Insurance Portability and Accountability Act (HIPAA)

See all updates »

Edward Gonzalez

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several transactions…more

Federal Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Management, IRS

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Elizabeth Gonzalez-Sussman

Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans

On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan…more

Board of Directors, Corporate Governance, Hedge Funds, Investment Company Act of 1940, Investment Funds

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Andrew Good

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

See all updates »

Alexandra Gorman

HHS Corporate Integrity Agreements: A Year in Review

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

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

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Alina Gorstein

Germany Reformed Its Lobbying Laws. Are the EU and UK Next?

Historically, multinational companies and those lobbying on their behalf mostly concerned themselves with the U.S. and Canadian legal frameworks for lobbying. But more and more jurisdictions are establishing increasingly…more

EU, Germany, Lobbying, Lobbyists, Member State

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Blake Grady

Matters To Consider for the 2023 Annual Meeting and Reporting Season

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

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

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Riley Graebner

FCA Releases Consultation Paper Proposing Draft Rules for SPACs

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

Capital Markets, Consultation Papers, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Investors

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Chen (Tracy) Grais

Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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George F. Gray

FCA’s Approach to Non-Bank Leverage and Implications for Market Participants

On 25 February 2025, Sarah Pritchard, executive director of consumers, competition, and international at the UK Financial Conduct Authority (FCA), delivered a speech at the Investment Association Roundtable where she outlined…more

Banking Sector, Disclosure Requirements, Financial Conduct Authority (FCA), Financial Institutions, Financial Regulatory Reform

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Kristoffer Gredsted

Sustainability-Linked Loans on the Rise Despite COVID-19

Pre-COVID-19, pressure from investors, stakeholders and regulators helped jump-start green financing. The onset of the pandemic brought a temporary chilling effect to the global economy, but because sustainability-linked loans…more

Coronavirus/COVID-19, Environmental Social & Governance (ESG), EU, Green Finance, Investors

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Oliver Green

FTC Ban on Noncompetes Now Slated To Take Effect on September 4

The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September 4,…more

Employees, Employer Liability Issues, Employment Contract, Federal Bans, Federal Trade Commission (FTC)

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Leo Greenberg

IRS Issues Initial Guidance for New Excise Tax on Stock Buybacks and Corporate Alternative Minimum Tax

On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were…more

Acquisitions, Alternative Minimum Tax, Bootstrapping, Corporate Counsel, Excise Tax

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Scott Greenberg

Newly Proposed Regulations Provide Much-Needed Guidance on Federal Energy Tax Credit Monetization Provisions

On June 21, 2023, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published proposed regulations (88 FR 40528 and 88 FR 40496) under two key provisions of the Inflation Reduction Act of 2022 (IRA) designed…more

Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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Thomas Greenberg

Resilient Economy and Promises of Lessened Regulation, Lower Taxes Raise Hopes for a Surge in M&A

Key Points - - Pro-growth policies and reduced regulation could create significant opportunities for increased M&A in 2025. - Lower interest rates, moderating inflation and rising stock market valuations may also encourage…more

Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS, Cryptocurrency

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Robert Greene

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Franklin Gregg

The Year of the SPAC

Transactions by special purpose acquisition companies, or SPACs, exploded in 2020, resulting in a 320% increase in the number of SPAC initial public offerings (IPOs) compared to 2019. SPACs have been around for 15 years and now…more

Initial Public Offering (IPO), Nasdaq, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Kathleen (Kat) Saunders Gregor

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several transactions…more

Federal Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Management, IRS

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Michael Griffin

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Page Griffin

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Sanessa Griffiths

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

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

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

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Nicole Grimm

Mass Layoffs at FDA Could Have the Greatest Impact on Products in Development - The Trump Administration’s First 100 Days

Companies that interact with FDA are likely to find that the layoff of 3,500 employees on April 1, 2025, affects their dealings in a variety of ways…more

Department of Health and Human Services (HHS), Food and Drug Administration (FDA), Government Agencies, Layoffs, Medical Devices

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Maura Barry Grinalds

US Supreme Court Construes Scope of Immunities in Jam

In the global economy, companies increasingly interact with “international organizations,” or institutions created by treaty or other intergovernmental agreement. These include organizations that engage in economic and banking…more

Absolute Immunity, Appeals, Foreign Governments, Foreign Sovereign Immunities Act of 1976 (FSIA), Foreign Sovereigns

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Mary Grinman

Courts Weigh ERISA Fiduciary Duty Pleading Standards and Limit Arbitration Clauses

Takeaways - The Supreme Court heard arguments in December 2021 in a case that could raise the bar for pleading ERISA fiduciary claims. A split developed in the circuits in 2021 on the arbitrability of ERISA claims, with…more

401k, Breach of Duty, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Hughes v. Northwestern University

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Meg Grismer

District Court Rulings Could Signal Expansion of California Consumer Privacy Right of Action

In two recent rulings, judges in the U.S. Northern District of California have allowed proposed class actions under the California Consumer Privacy Act (CCPA) to proceed without an allegation of a data breach, departing from…more

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

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Andrea Griswold

In a New Memo, DOJ Outlines White Collar Crime Focus Areas and Prosecutorial Guidance

Key Points - - A new memo suggests DOJ will continue to prosecute white collar fraud and crimes. - DOJ identified 10 “high-impact” areas of focus, prioritizing crimes that cause harm to government programs, citizens, and…more

Biden Administration, Bribery, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ)

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Karolina Kopczynska-Grobelny

Preparing for the EU Corporate Sustainability Due Diligence Directive

What is the EU Corporate Sustainability Due Diligence Directive? The Corporate Sustainability Due Diligence Directive (CS3D) is a pivotal European Union directive that mandates human rights and environmental due diligence…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Due Diligence, Environmental Policies

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Theodore Grodek

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Cliff Gross

IRS Proposes New Section 382 Regulations To Further Limit Use of Tax Losses

On September 9, 2019, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) proposed regulations (proposed regulations) addressing items of income and deduction that are included in the calculation of…more

Acquisitions, Built-In Gains, Change in Ownership, Corporate Taxes, Internal Revenue Code (IRC)

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Kenneth Gross

New Pennsylvania Report on Lobbyists and Lobbying Firms Disclosing Ownership Interests Due October 7

As required by Act 70 of 2021, Pennsylvania lobbyists and lobbying firms must file their initial equity reports by October 7, 2021. The reports disclose either the total value or percentage of equity held by a lobbyist or…more

Disclosure Requirements, Equity, Ethics, Lobbying, Lobbyists

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Richard Grossman

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

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

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

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Nicole Groysman

Strong IPO Demand Offered One Route to Public Markets; Other Companies Opted for De-SPACs or Direct Listings

Takeaways - U.S. IPOs skyrocketed in 2021, with SPAC IPOs and direct listings contributing meaningfully to the increase. Along with the rise in IPO activity, companies are receiving more SEC comments on their filings…more

Capital Markets, Direct Listing, Initial Public Offering (IPO), Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Armand Grumberg

The Informed Board - Winter 2024

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

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

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Anna Grunseit

Civil Disputes: New Gaps, Old Solutions

Takeaways - Key international agreements governing jurisdiction and enforcement in EU-connected civil cases fell away in the UK at the end of 2020. - In negotiations, parties need to be aware where the gaps are — and what…more

Brussels Regulation, Cross-Border, Dispute Resolution, Hague Convention, International Arbitration

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Louis Guesdon

Annual Report Highlights France’s Financial Crime Enforcement and International Cooperation

Ten years after its establishment, France’s National Financial Prosecutor’s Office (Parquet National Financier or PNF) has released its 2024 annual report (Report),1 showcasing a year of consolidation and innovation in the fight…more

Anti-Corruption, Anti-Money Laundering, Compliance, Corruption, Criminal Prosecution

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Christopher Gunther

DOJ Announces Plan To Offer Monetary Rewards for Whistleblowers

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

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

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Yang Guo

FTC-DOJ Inquiry on Serial Acquisitions: Cracking Down on PE Roll-Ups?

On May 23, 2024, the Federal Trade Commission (FTC) and Antitrust Division of the Department of Justice (DOJ) jointly announced a request for members of the public to provide information that the agencies can use “to identify…more

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

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Shilpi Gupta

‘Going Dark’: Navigating the Tricky Path to Delisting and Deregistering

During periods of market turmoil and declining stock prices, companies may be tempted or pressured to delist and deregister their shares. This process is often referred to as “going dark.” Given the poor performance of companies…more

Board of Directors, Capital Markets, Corporate Governance, Delisting, Disclosure Requirements

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Holly Gwydir

Ripple Labs : District Court Holds That Direct Digital Token Sales Constituted Investment Contracts Under Howey, but Other Transactions Did Not

On July 13, 2023, Judge Torres of the U.S. District Court for the Southern District of New York issued a much-awaited summary judgment decision in SEC v. Ripple Labs, Inc., No. 1:20-cv-10832-AT-SN (S.D.N.Y. July 13, 2023), that…more

Cryptocurrency, Digital Assets, Enforcement Actions, Ripple, Securities Act of 1933

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Justine Haimi

Antitrust Enforcers Will Take a Friendlier Approach to Mergers but Retain Biden-Era Guidelines and HSR Rules - The Trump Administration’s First 100 Days

The government’s new antitrust leaders have signaled a less skeptical stance on mergers but a continued focus on enforcement, especially in Big Tech and the health care and agriculture sectors…more

Agricultural Sector, Antitrust Investigations, Antitrust Litigation, Antitrust Violations, Biden Administration

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Darrin Halcomb

Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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Abigail Hall

USTR Opens Section 301 Exclusion Process for Manufacturing Machinery

The Office of the U.S. Trade Representative (USTR) has opened a process whereby parties can request exclusions from Section 301 tariffs for imports of certain Chinese-origin machinery used in manufacturing. The launch of this…more

China, Imports, Requests for Exclusion, Section 301, Supply Chain

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Benjamin Halperin

The Class Action Chronicle - Winter 2017

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

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

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Stephen Ham IV

"Income, Wealth Transfer Tax Changes Likely Under New Administration"

Comprehensive federal tax reform likely will be a top priority for the Trump administration and Republicans in Congress in the first half of 2017. Although there are differences between their proposals, President Donald Trump…more

Business Taxes, Charitable Deductions, Estate Tax, Gift Tax, Income Taxes

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Desislava Hamilton

US Announces Formal Strategy To Counter Corruption

On December 6, 2021, the White House released "United States Strategy on Countering Corruption" (the Strategy Paper), which outlines the Biden administration's focus on fighting corruption as a core national security interest of…more

Anti-Corruption, Biden Administration, Corruption, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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Hillary Hamilton

AI Insights: Recent Developments That Could Impact How Companies Offer AI-Based Customer Service Chatbots

Two recent developments highlight the challenges companies may face as they explore ways to incorporate AI-based chatbots into their customer service offerings: - A putative class action filed in California federal district…more

Artificial Intelligence, Bots, CIPA, Corporate Counsel, Customer Service Calls

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John Hamlett

SEC Adopts Hedging Policy Disclosure Requirements

On December 18, 2018, the Securities and Exchange Commission (SEC) adopted final rules that will require hedging policy disclosures. The new rules, mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, Dodd-Frank, Equity Securities, Final Rules, Hedging

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Christopher Hammond

California to Require Inclusion of Female Directors at Public Corporations Based in the State

California has become the first state in the nation to require that publicly held corporations headquartered within the state include female directors on their boards. The new law, signed by Gov. Jerry Brown on September 30,…more

Board of Directors, Corporate Counsel, Diversity, Equal Protection, Fines

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Julia Hammond

Supreme Court Limits Lanham Act Disgorgement to Named Defendants’ Profits

On February 26, 2025, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Dewberry Group Inc. v. Dewberry Engineers Inc., holding that a disgorgement of “defendant’s profits” under the Lanham Act may include…more

Appeals, Corporate Governance, Damages, Dewberry Group Inc v Dewberry Engineers Inc, Disgorgement

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Melinda Han Gammello

2024 Insights: Other Regulatory Developments

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

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Laurence Hanesworth

Continuation Funds: What You Need To Know

Over the last 10 years, continuation funds have evolved to be a well-established potential exit route for private fund sponsors. According to advisory estimates, some $40 billion deals were completed in 2023, with more than $150…more

Capital Markets, Investment, Investment Management, Investors, Limited Partnerships

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Steven Hannah

UK Private Equity After COVID-19: Same Old, Same Old?

U.K. private equity activity slowed abruptly at the pandemic’s onset, then rebounded sharply during the second half of 2020. Today, this recovery shows little sign of slowing. As we look toward life after lockdown, will U.K…more

Coronavirus/COVID-19, Investors, Private Equity, Private Equity Firms, Private Equity Funds

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Andrew Hanson

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation…more

Acquisitions, Anti-Corruption, Antitrust Division, Banking Sector, Big Tech

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Brent Hanson

Supreme Court of Texas Clarifies Allocation of Post-Production Costs in Oil and Gas Royalties in BlueStone Natural Resources II, LLC v. Randle

On March 12, 2021, the Supreme Court of Texas issued a unanimous opinion that clarifies when a lessee is entitled to deduct post-production costs from royalties paid to the lessor under oil and gas leases. Construing a lease and…more

Contract Terms, Energy Sector, Gas Royalties, Mineral Leases, Oil & Gas

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William Hardaway

FCA Finalises Rules Providing Fund Managers a Joint Payment Option for Research and Execution Services

On 9 May 2025, the Financial Conduct Authority (FCA) issued policy statement PS 25/4, setting out, and bringing into force, final rules on investment research payment options for fund managers. The new rules follow the…more

Capital Markets, Disclosure Requirements, Final Rules, Financial Conduct Authority (FCA), Fund Managers

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Kevin Hardy

Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans

On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan…more

Board of Directors, Corporate Governance, Hedge Funds, Investment Company Act of 1940, Investment Funds

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De Lon Harris

GILTI Conscience Podcast | Spotlight Series: A Celebration of Pride Month With IRS Veteran De Lon Harris

In celebration of Pride Month, tax senior advisor De Lon Harris joins Eman Cuyler and Stefane Victor on “GILTI Conscience,” where he discusses his life and career as a gay professional. De Lon talks about his 30-plus years at…more

Corporate Taxes, Diversity, GILTI tax, Income Taxes, IRS

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Philip Harris

"Gatz Highlights Standards for Affiliated-Party Transactions"

In Gatz Properties, LLC v. Auriga Capital Corp., the Delaware Supreme Court required a manager and controlling member of a Delaware limited liability company to satisfy the entire fairness standard of conduct and judicial review…more

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Sophia Harris-Dyer

SEC Staff Raises the Bar for Broker-Dealers Under Regulation Best Interest

On April 20, 2023, the Securities and Exchange Commission (SEC) released a Staff Bulletin (Bulletin) on the care obligations for broker-dealers and investment advisors, pursuant to Regulation Best Interest (Reg BI) and the…more

Best Interest Standard, Broker-Dealer, Compliance, Compliance Dates, Conflicts of Interest

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Dana Harrits

CARES Act Provides Payroll Relief and Compensation Restrictions

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) became law on March 27, 2020, providing financial assistance to individuals and businesses impacted by the COVID-19 pandemic, as previously discussed in our…more

Airlines, CARES Act, Compensation Restrictions, Covered Employees, Critical Infrastructure Sectors

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Thad Hartmann

Navigating Inbound M&A in India: An Overview

The inbound M&A landscape in India has been experiencing a significant surge of global interest over the past couple of years. While M&A activity globally has cooled, India has emerged as a destination of choice for companies…more

Acquisitions, Antitrust Division, Capital Markets, Competition, Cross-Border

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Zahed Haseeb

Second Circuit Recognizes ‘Customer’ Safe Harbor in Tribune LBO Litigation

As we had anticipated in our prior client alerts, the “customer” safe harbor defense to constructive fraudulent conveyance claims challenging securities transactions — which was flagged by the U.S. Supreme Court in Merit…more

Bankruptcy Code, Banks, Commercial Bankruptcy, Creditors, Customers

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Tatsuya Hasegawa

Institutional Investors, Activists and Legal Reforms Begin Altering Japanese Corporate Governance

Takeaways - Shareholder activism continues to gain momentum in Japan as domestic institutional investors become increasingly receptive to shareholder proposals and board nominees. Even when activist proposals are…more

Corporate Governance, FEFTA, Foreign Direct Investment, Institutional Investors, Japan

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Alexander Hassanzadeh

District Court Upholds OCC and FDIC ‘Valid When Made’ Rules

On February 8, 2022, a federal district court in California issued two opinions, granting summary judgment to the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) and rejecting…more

Administrative Procedure Act, FDIC, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Patrick Hasson

Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements, consider…more

Acquisitions, Antitrust Provisions, Capital Markets, Competition, Environmental Social & Governance (ESG)

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Michael Hatchard

The Future of Takeover Regulation and Corporate Governance in the UK

On 19 April 2017, British Prime Minister Theresa May surprised the country by calling a snap general election for 8 June 2017. While much of the discourse relating to the election is focused on Brexit and normal political issues…more

Corporate Counsel, Corporate Governance, Cross-Border Transactions, Employee Rights, European Commission

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Kyle Hatton

Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at…more

Board of Directors, Corporate Governance, Corporate Sales Transactions, Investors, Publicly-Traded Companies

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Daniel Healow

California Consumer Privacy Act: A Compliance Guide

California recently enacted the Consumer Privacy Act, the most stringent privacy law in the United States. Although it does not go into effect until January 1, 2020, most companies will need a number of months to prepare. The…more

California Consumer Privacy Act (CCPA), Compliance, Consumer Privacy Rights, Covered Entities, Data Collection

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Melissa Healy

Competition Appeal Tribunal Sets Deferential Standard for CMA Merger Control Review

A recent decision by the Competition Appeal Tribunal (CAT), Tobii AB (publ) v. Competition and Markets Authority, confirms a deferential standard for the U.K. Competition and Markets Authority (CMA) in its merger prohibitions…more

Acquisitions, Blocked Mergers, Judicial Deference, Judicial Review, Merger Controls

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Andrew Hedman

Matters To Consider for the 2024 Annual Meeting and Reporting Season

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

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

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Kenneth Held

Inside the Courts - June 2021

Books and Records - Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action - Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch. Feb…more

Board of Directors, Books & Records, Breach of Duty, Fiduciary Duty, Pleading Standards

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Amy Heller

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Lauren Heller

"SEC Charges Private Equity Fund Adviser as an Unregistered Broker"

On June 1, 2016, the Securities and Exchange Commission (the "SEC") accepted a settlement offer from a registered investment adviser of private equity funds, and its founder, principal and managing member. The settlement…more

Broker-Dealer, Civil Monetary Penalty, Disgorgement, Enforcement Actions, Fraud

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Emily Hellman

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

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

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

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Betsy Hellmann

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Hannah Henderson

SEC Enforcement Division Director Clarifies Approach to Compliance Officer Liability

In a speech on October 24, 2023, the director of the Securities and Exchange Commission’s (SEC’s) Enforcement Division, Gurbir Grewal, described the scenarios in which the commission would bring an enforcement action against a…more

Chief Compliance Officers, Compliance, Enforcement Actions, Insider Trading, Internal Controls

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Matthew Hendrickson

New HSR Thresholds Announced

On January 24, 2022, the Federal Trade Commission (FTC) announced the revised thresholds for determining whether companies are required to notify federal antitrust authorities about a transaction under the Hart-Scott-Rodino…more

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

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David Hepp

FTC Ban on Noncompetes Now Slated To Take Effect on September 4

The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September 4,…more

Employees, Employer Liability Issues, Employment Contract, Federal Bans, Federal Trade Commission (FTC)

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Christopher Herlihy

SEC Enforcement Policies Suggest a Return to Basics - The Trump Administration’s First 100 Days

Significant changes to personnel, structure and operation are underway at the SEC, consistent with sweeping changes at federal agencies more broadly…more

Cryptocurrency, Digital Assets, Enforcement Actions, Enforcement Priorities, Executive Orders

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David Herlihy

Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Involving the US and Latin America - February 2022

ICSID Tribunal Finds That Colombia Violated the Minimum Standard of Treatment but Did Not Indirectly Expropriate the Investment in Eco Oro v. Colombia - In September 2021, an International Centre for Settlement of Investment…more

28 U.S.C. § 1782, Arbitration, Arbitration Agreements, Arbitration Awards, Bilateral Investment Treaties

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Jason Hewitt

Foreign Correspondent: An FDI Podcast | Mapping the National Security Landscape for Investors

We are pleased to present the inaugural episode of our “Foreign Correspondent” FDI podcast, a monthly conversation about foreign investment screening. In this episode, host and Skadden counsel Jason Hewitt leads a discussion on…more

CFIUS, Foreign Direct Investment, Foreign Investment, Investors, National Security

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Hal Hicks

"New Regulations Address Outbound Transfers and Transfer Pricing"

On September 14, 2015, the Internal Revenue Service (the IRS) and Treasury Department proposed new regulations addressing the tax treatment under Section 367 of the Internal Revenue Code (the Code) of certain transfers by U.S…more

Aggregation Rules, Arms Length Transactions, Controlled Transactions, Covenant of Good Faith and Fair Dealing, Foreign Corporations

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Kent Hiebel

The Class Action Chronicle

Eleventh Circuit Rejects Administrative Feasibility Requirement: What Does the Future Hold for Ascertainability? As we discussed in our Spring 2017 issue of The Class Action Chronicle, courts have struggled to define the…more

Administrative Feasibility, Ascertainable Class, Breach of Contract, Class Action, Class Certification

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Evan Hill

Early Stage Capital Raising Trends in Chapter 11 Reorganizations

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

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

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Michael Hilton

Sovereign Wealth Funds and Liberalized Rules Are Driving the Growth of Middle Eastern Business Hubs

Key Points - Sovereign-related investors, more commonly referred to as sovereign wealth funds, have increasingly made the Middle East a global center of wealth and investment…more

Acquisitions, Asset Management, Capital Markets, Financial Services Industry, Foreign Investment

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Michael Hines

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Caitlin Hird

The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Jon Hlafter

Skadden's 2020 Insights

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

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

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Emma Hlavin

SEC Amends Reg S-P To Strengthen Data Breach Response Requirements and Protect Investor Information

On May 16, 2024, the Securities and Exchange Commission (SEC) announced the adoption of amendments to Regulation S-P (Reg S-P), which broadly track the changes originally proposed in March 2023. The revised Reg S-P requires that…more

Covered Entities, Cyber Incident Reporting, Cybersecurity, Data Breach, Incident Response Plans

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Alistair Ho

AI Takes Centre Stage at the Oscars as the UK Creative Industry Urges Protection of Copyrighted Works

Artificial intelligence (AI) took a lead role at the Oscars on 2 March 2025, with several filmmakers and actors using their speeches to touch on AI’s impact on the industry, in particular the presence of AI-generated content in…more

Artificial Intelligence, Copyright, Cybersecurity, Data Privacy, Data Protection

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Wilfred Ho

Hong Kong Passes Ordinance To Facilitate Reciprocal Enforcement of Civil and Commercial Judgments

On 26 October 2022, the legislature of Hong Kong passed The Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance (the Ordinance) to implement the Arrangement on Reciprocal Recognition and…more

Arbitration, Arbitration Agreements, Business Litigation, Hong Kong, International Arbitration

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Christopher Hobson

UK Treasury Launches Consultation on Regulation of ‘Buy Now, Pay Later’ Financing

On 21 October 2021, the UK Treasury (Treasury) published a consultation paper setting out policy options for the regulation of “buy now, pay later” (BNPL) credit agreements. The consultation follows the publication of…more

Consumer Credit Act, Credit Agreements, Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry

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Michael Hoffman

Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans

On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan…more

Board of Directors, Corporate Governance, Hedge Funds, Investment Company Act of 1940, Investment Funds

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Holger Hofmeister

The Informed Board - Winter 2024

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

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

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Victor Hollender

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Eric Holleran

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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Dana Holmstrand

Key Themes From the 2025 IAPP Global Privacy Summit

On April 23 and 24, 2025, regulators, industry leaders and data privacy leaders from across the globe convened in Washington, D.C. for the 2025 International Association of Privacy Professionals (IAPP) Global Privacy Summit…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), Corporate Counsel, Cybersecurity, Data Privacy

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Joseph Hone

First-Mover Disadvantage? Challenges to Being Tax Resident in an Early Pillar Two Jurisdiction

The OECD envisioned a coordinated rollout of Pillar Two, its model of interlocking rules to establish a global minimum corporate tax rate. However, the staggered implementation taking place among participating jurisdictions…more

Interlocking Directorate, Multinationals, OECD, Safe Harbors, Tax Incentives

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Ki Hong

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Michael Hong

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Scott Hopkins

UK Public M&A Update – H1 2023

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

Acquisitions, Buyers, Investment, Investors, Mergers

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Matthias Horbach

The Informed Board - Winter 2024

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

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

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Jessica Hough

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

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

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

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Adam Howard

New UK Listing Rules Come Into Force

On 29 July 2024, the new UK Listing Rules came into force. The new rules institute a simpler, more flexible, disclosure-based listing regime and are designed to place London on a competitive footing with other major…more

Acquisitions, Capital Markets, Commercial Companies Law, Corporate Governance, EU

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Nicole Howell

"SEC to Focus on Non-GAAP Financial Measures in 2016"

On March 16, 2016, Securities and Exchange Commission Chair Mary Jo White cautioned an audience of industry professionals at the U.S. Chamber of Commerce that the SEC continues to focus on companies’ use of financial measures…more

EBITDA, GAAP, Mary Jo White, Non-GAAP Financial Measures, Publicly-Traded Companies

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Winston Hsiao

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Anxin Hua

UK Proposes New Approach To Regulate ‘Buy Now, Pay Later’ Market Amid Rising Consumer Debt Concerns

In the UK, 14 million people used “buy now, pay later” (BNPL) at least once in the six months leading up to January 2023. Frequent users were more than four times as likely as other consumers to have missed a payment on a bill…more

Borrowers, Buy Now Pay Later (BNPL), Consumer Financial Products, Consumer Lenders, Financial Conduct Authority (FCA)

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Lily Huang

"Trump's Focus on Deregulation Could Shape SEC Priorities in 2017"

In his statement announcing the appointment of Jay Clayton to run the Securities and Exchange Commission (SEC), President Donald Trump said that “we need to undo many regulations which have stifled investment in American…more

Administrative Appointments, Deregulation, Dodd-Frank, Enforcement Actions, Fiduciary Rule

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Peter Huang

Corporate Trends and Financing - March 2024

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

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

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Xiaoqiu Huang

Broad Reforms to China’s Company Law Will Affect Most PRC Companies

On December 29, 2023, China enacted the amended Company Law of the People’s Republic of China (Amended PRC Company Law), which will come into effect on July 1, 2024. These are some of the most significant changes to the laws…more

Asia Pacific, Board of Directors, Capital Markets, China, Corporate Counsel

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Shalom Huber

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Noel Hughes

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Kyle Huh

Skadden's 2020 Insights

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

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

See all updates »

Sui-Hang Hui

HK International Arbitration Centre Gives Guidance on Mechanisms for Related Arbitrations and Disputes Arising Out of the Same Transaction

查看中文 On 20 January 2025, the Hong Kong International Arbitration Centre (HKIAC) published a “Practice Note On Compatibility of Arbitration Clauses under the HKIAC Administered Arbitration Rules” (Practice Note). The Practice…more

Arbitration, Arbitration Agreements, Arbitrators, Asia Pacific, Contract Terms

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Sym Hunt

ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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Christian Husby

Considerations for Commercial Mortgage REITs in a Market Driven by COVID-19

Decisions by state and local governments in the U.S. to control the spread of the COVID-19 virus through shelter-in-place orders and business closures have resulted in both a sharp increase in unemployment and a sharp…more

CMBS, Collateralized Debt Obligations, Commercial Mortgages, Coronavirus/COVID-19, Financial Distress

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Stephan Hutter

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Michelle Huynh

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

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Department of Justice (DOJ)

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Angeline Hwang

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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Pippa Hyde

New US Efforts To Prosecute Sanctions Evasion and Export Control Violations May Require Compliance Programs To Be Updated

DOJ Increases Resources To Investigate and Prosecute Sanctions Evasion and Export Control Violations - On March 2, 2023, during a keynote speech at the American Bar Association’s annual White Collar Crime National Institute,…more

Anti-Corruption, Bureau of Industry and Security (BIS), Compliance, Corporate Entities, Criminal Prosecution

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Thomas Ivey

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Miranda Iyer

UK Employment Flash - April 2025

In this issue, we discuss the UK government’s various significant amendments to the Employment Rights Bill; a Court of Appeal ruling that highlights the challenges for employers in balancing competing beliefs in the workplace;…more

Diversity and Inclusion Standards (D&I), Employee Rights, Employment Contract, Employment Discrimination, Financial Conduct Authority (FCA)

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Moshe Jacob

SDNY Amends Local Bankruptcy Rules To Streamline Chapter 11 Processes

The U.S. Bankruptcy Court for the Southern District of New York (SDNY) has issued a general order amending its Local Bankruptcy Rules. The amendments introduce a broad set of changes that will impact all types of bankruptcy…more

Amended Rules, Artificial Intelligence, Bankruptcy Code, Bankruptcy Court, Chapter 11

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Seth Jacobson

Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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Caroline Jaffer

The Standard Formula: Encyclopaedia of Prudential Solvency – Chapter 4: The Prudential Solvency Regime of the Cayman Islands

This chapter of the Encyclopaedia of Prudential Solvency focuses on the prudential solvency regime of the Cayman Islands, a prominent (re)insurance hub. The Cayman Islands initially rose to prominence in the insurance industry…more

Capital Requirements, Cayman Islands, Insurance Industry, Insurance Regulations, Investment

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David Jain

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

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

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

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Matthew Jang

ESG in 2024: A Midyear Review

Environmental, social and governance (ESG) matters, and diverging opinions on approach, continued to dominate headlines across the globe in the first half of 2024. Companies and their stakeholders started the year navigating…more

Activist, Commercial Litigation, Corporate Governance, Environmental Policies, Environmental Social & Governance (ESG)

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Collin Janus

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

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

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

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Alec Jarvis

Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Delphine Jaugey

Continuation Funds: What You Need To Know

Over the last 10 years, continuation funds have evolved to be a well-established potential exit route for private fund sponsors. According to advisory estimates, some $40 billion deals were completed in 2023, with more than $150…more

Capital Markets, Investment, Investment Management, Investors, Limited Partnerships

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Annie Villanueva Jeffers

New Developments on the FTC Noncompete Ban: Ryan, LLC v. FTC Decision

On July 3, 2024, in Ryan v. Federal Trade Commission, a district court in the Northern District of Texas preliminarily enjoined the implementation and enforcement against the plaintiff and plaintiffs-intervenors of a Federal…more

Appeals, Employer Liability Issues, Employment Contract, Employment Litigation, Federal Bans

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Allison Jenkins

State Attorneys General May Fill Enforcement Void Left by Shift in Federal Priorities

Key Points - - State AGs nationwide are focusing on initiatives in data privacy, cybersecurity, consumer protection and securities fraud. - Special areas of concern also include AI and online privacy and protections for…more

Artificial Intelligence, Consumer Privacy Rights, Consumer Protection Laws, Cybersecurity, Data Breach

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Rianna Jha

Aggressive Enforcement Is Unlikely To Vanish Under Trump’s Top Antitrust Officials

On December 10, 2024, President-elect Donald Trump selected Commissioner Andrew Ferguson to succeed Lina Khan as chair of the Federal Trade Commission (FTC). The same day, he announced his nomination of Mark Meador, a partner at…more

Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Legislative Agendas, Presidential Appointments

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Jo Jimenez

AI Risk: Evaluating and Managing It Using the NIST Framework

The rapid adoption of artificial intelligence (AI) technology into corporate environments has left many organizations understandably struggling with how to identify, measure and manage the unique risks of these nascent systems…more

Artificial Intelligence, EU, NIST, Risk Management, Technology Sector

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Sarah Johnen

Europol Published Practical Guide for Cooperation Between Financial Institutions and Investigative Authorities

Public-private partnerships across the world between financial institutions, financial intelligence units and investigative authorities have laid the foundation to advance criminal investigations. However, there is further…more

Anti-Money Laundering, Compliance, Criminal Prosecution, Data Privacy, Data Protection

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Vanessa Johnson

Your Homework Will Be Graded: The ECJ’s Apple Decision and Its Implications for International Tax

On September 10, 2024, the European Court of Justice (ECJ or Court) sided with the European Commission (Commission) and ruled that two Irish subsidiaries of Apple Inc. received unlawful state aid from Ireland in the form of a…more

Antitrust Division, Apple, EU, European Commission, European Court of Justice (ECJ)

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James Jones

"Important FIRPTA and REIT Reforms Enacted"

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

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

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Kevin Jones

"Unlocking Value Through REIT Spin-Offs"

Real estate investment trust (REIT) spin-offs provide a means for companies to unlock the value of their real estate. Due to current economic conditions, more companies in more business sectors are considering separating their…more

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Martin de Jong

Senate Passes Landmark Bill With Climate, Tax, Energy and Health Care Implications

On August 7, 2022, the Senate passed the Inflation Reduction Act (the Act), which is expected to have a significant impact on climate, tax and health care policy in the United States. The result of intense negotiations among…more

Affordable Care Act, Clean Energy, Climate Change, Drug Pricing, Energy Sector

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Spurthi Jonnalagadda

In a New Memo, DOJ Outlines White Collar Crime Focus Areas and Prosecutorial Guidance

Key Points - - A new memo suggests DOJ will continue to prosecute white collar fraud and crimes. - DOJ identified 10 “high-impact” areas of focus, prioritizing crimes that cause harm to government programs, citizens, and…more

Biden Administration, Bribery, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ)

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Bre Jordan

Lina Khan’s Appointment as FTC Chair Reflects Biden Administration’s Aggressive Stance on Antitrust Enforcement

As anticipated, on June 15, 2021, the U.S. Senate confirmed Lina Khan’s appointment to the Federal Trade Commission (FTC). Unexpectedly, within hours of her confirmation, President Joe Biden named her FTC chair. Ms. Khan…more

Administrative Appointments, Antitrust Provisions, Biden Administration, Big Tech, Competition

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Cameron Jordan

Court Upholds Legality of Poison Pills for Closed-End Funds but Limits Successive Plans

On March 28, 2025, the U.S. District Court for the Southern District of New York (SDNY) held that it was legal under the Investment Company Act of 1940 (1940 Act) for a closed-end fund to use a shareholder rights plan…more

Board of Directors, Corporate Governance, Hedge Funds, Investment Company Act of 1940, Investment Funds

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Anthony Joseph

Rockville Centre Case Offers a Framework for Settling Mass Tort Bankruptcy Claims Post-Purdue

The Supreme Court’s 2024 Purdue decision1 held that the Bankruptcy Code does not authorize a release and injunction under a Chapter 11 plan of claims against a non-debtor, even if they relate to claims against or by the debtor,…more

Bankruptcy Code, Bankruptcy Court, Buyback Litigation, Chapter 11, Commercial Bankruptcy

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Rupal Joshi

Insights: The Delaware Edition - June 2023

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

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

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Ryan Junck

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Alex Jupp

First-Mover Disadvantage? Challenges to Being Tax Resident in an Early Pillar Two Jurisdiction

The OECD envisioned a coordinated rollout of Pillar Two, its model of interlocking rules to establish a global minimum corporate tax rate. However, the staggered implementation taking place among participating jurisdictions…more

Interlocking Directorate, Multinationals, OECD, Safe Harbors, Tax Incentives

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Parker Justi

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v…more

Acquisitions, Appraisal Rights, Attorney-Client Privilege, Board of Directors, Compliance

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Andrew Kabbes

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

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

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

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Richard Kadlick

Final Rule to Implement Dodd-Frank Risk Retention Requirement

On October 21, 2014, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and…more

Dodd-Frank, Final Rules, Prudential Regulation Authority (PRA), Risk Retention, Securities Exchange Act

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Andreas Kafetzopoulos

New EU Competitors Cooperation Framework: Stricter on Information Exchange, Broader on Joint Sustainability Agreements

On June 1, 2023, the European Commission (EC) adopted a revised legal framework that block-exempts research and development (R&D) and specialisation agreements between competitors from the prohibition of anticompetitive…more

Anti-Competitive, Competition, Environmental Social & Governance (ESG), EU, European Commission

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Lucy Kalar

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Maria Kallidopoulou

EU Announces More Expansive Approach to Semiconductor Subsidies

The European Commission (EC) signals relaxation of its strict anti-subsidy regime to encourage national aid for semiconductor manufacturing capabilities. Member states will have more freedom to provide government support to the…more

EU, European Commission, Manufacturers, Research and Development, Semiconductors

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Spyridon Kalogeropoulos

European Commission Turns Focus to Competition in Labour Markets, Targeting Wage-Fixing and No-Poach Agreements

As a new policy statement from the European Commission (EC) treats wage-fixing and no-poach agreements as inherently anticompetitive (restriction of competition “by object”) with few possible defences, companies should consider:…more

Anti-Competitive, Antitrust Division, Competition, EU, European Commission

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Mitsuhiro Kamiya

Institutional Investors, Activists and Legal Reforms Begin Altering Japanese Corporate Governance

Takeaways - Shareholder activism continues to gain momentum in Japan as domestic institutional investors become increasingly receptive to shareholder proposals and board nominees. Even when activist proposals are…more

Corporate Governance, FEFTA, Foreign Direct Investment, Institutional Investors, Japan

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Alexander Kamp

Deal Uncertainty Increases as Merger Control Authorities Gain Discretionary Powers of Review

Takeaways - More than 50 countries now have the discretion to conduct competition reviews of mergers below mandatory notification thresholds, and the European Commission, EU member states, the U.K. and others are using this…more

Acquisitions, Antitrust Provisions, Competition, EU, European Commission

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Joseph Kamyar

UK Announces New Regime To Regulate ‘Buy-Now, Pay-Later’ Lending Following October 2024 Consultation

In October 2024, HM Treasury (HMT) published a consultation paper amid perceived concerns related to the “buy now, pay later” (BNPL) sector, including uninformed consumer decisions, affordability checks and levels of…more

Buy Now Pay Later (BNPL), Consumer Lenders, Financial Conduct Authority (FCA), Financial Regulatory Reform, HM Treasury

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Mark Kaplan

Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative securities…more

Blockchain, Class Action, Howey, Motion to Dismiss, NBA

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Andrew Karp

The Class Action Chronicle - Winter 2017

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

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

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Jay Kasner

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Alexander Kasparie

The Class Action Chronicle - December 2022

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

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

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Laura Kaufmann Belkhayat

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Katja Kaulamo

Europe Insights

Despite a year of continued global political uncertainty and increasing enforcement, shareholder activism and foreign investment control activity, the 2018 outlook for Europe is positive overall. Skadden partners in the U.K.,…more

Acquisitions, Anti-Corruption, Antitrust Injuries, BaFin, Capital Markets

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Sukhandeep Kaur

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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David Kavanagh QC

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

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

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

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Craig Kelly

UK Public Markets Monitor – Q1 2025

Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A. In this issue, we review: - Primary Market Bulletin 54 — Strategic leaks and unlawful…more

Acquisitions, Capital Markets, Corporate Governance, Financial Conduct Authority (FCA), Mergers

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Todd Kelly

Crypto Regulation: Who Will Protect Consumers Against Fraud?

For years, the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) have actively policed digital asset markets, bringing enforcement actions based on alleged failure to register products and…more

CFTC, Consumer Financial Protection Bureau (CFPB), Consumer Privacy Rights, Consumer Protection Laws, Cryptocurrency

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Emily Kennedy

Prequel to Loper Bright Shows What Decisions May Look Like After Chevron’s Demise

In Garland v. Cargill, the U.S. Supreme Court held that the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) exceeded its statutory authority by issuing a rule that classifies bump stocks as “machineguns” under the…more

Administrative Procedure Act, Chevron Deference, Commercial Litigation, Corner Post Inc v Board of Governors of the Federal Reserve System, Corporate Counsel

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Thomas Kennedy

Skadden's 2020 Insights

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

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

See all updates »

Paul Kerlin

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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Jason Kestecher

Medicare and Medicaid Developments in Health Care Bankruptcies

In 2019, the increased wave of distressed health care companies continued, and with downward pressure on reimbursement rates, regulatory changes, decreased occupancy rates and technological advances, this trend is unlikely to…more

Appeals, Centers for Medicare & Medicaid Services (CMS), Chapter 11, Commercial Bankruptcy, Corporate Restructuring

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Shaivlini Khemka

Charter-Based Forum-Selection Provisions Designed to Govern Claims Under the Securities Act Found Invalid

In March 2018, the U.S. Supreme Court, in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S. Ct. 1061 (2018), resolved a jurisprudential split among federal courts and held that certain federal securities claims may…more

Bylaws, Delaware General Corporation Law, Exclusive Forum, Federal v State Law Application, Forum Selection

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Devika Khopkar

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Caroline Kim

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

See all updates »

Dohyun Kim

Resilient Economy and Promises of Lessened Regulation, Lower Taxes Raise Hopes for a Surge in M&A

Key Points - - Pro-growth policies and reduced regulation could create significant opportunities for increased M&A in 2025. - Lower interest rates, moderating inflation and rising stock market valuations may also encourage…more

Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS, Cryptocurrency

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Sammuel Kim

White House Announces First Steps Toward New Policies Supporting Cryptocurrencies and Digital Financial Technology

President Trump has taken the first steps toward fulfilling his promise to reverse the Biden administration’s approach to digital assets by issuing an executive order that establishes a framework for fostering the growth of…more

Biden Administration, Blockchain, CFTC, Cryptocurrency, Digital Assets

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Annamaria Kimball

US Expands Nuclear Export Controls on China

In a rule effective August 11, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) expanded nuclear nonproliferation controls on China, as part of the U.S. government’s latest efforts to address China’s…more

Bureau of Industry and Security (BIS), China, Commerce Control List, End-Users, Export Controls

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Nicholas Kimbrell

Russia’s Energy, Financial and Defense Sectors Are the Focus of the Last Round of Sanctions Under Biden

In the days before former President Joe Biden left office, the U.S. announced two new rounds of sanctions against Russia, including expansive new sanctions against Russia’s energy sector. According to its press release, the…more

Biden Administration, Defense Sector, Economic Sanctions, Energy Sector, Financial Services Industry

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John King

District Court Rulings Could Signal Expansion of California Consumer Privacy Right of Action

In two recent rulings, judges in the U.S. Northern District of California have allowed proposed class actions under the California Consumer Privacy Act (CCPA) to proceed without an allegation of a data breach, departing from…more

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

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Kenton King

Developments and Trends in Delaware Law: A Review of 2022 and What To Expect in 2023

On January 24, 2023, Skadden presented the fourth and final part of our 15th Annual Securities Litigation and Regulatory Enforcement Update series, “Developments and Trends in Delaware Law: A Review of 2022 and What to Expect in…more

Board of Directors, Books & Records, DE Supreme Court, Delaware General Corporation Law, Proxy Season

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Andrew Kinsey

In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change

For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically…more

Appraisal, Appraisal Rights, Corporate Governance, DE Supreme Court, Deal Price

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Matthew Kipp

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Deborah Kirk

AI Takes Centre Stage at the Oscars as the UK Creative Industry Urges Protection of Copyrighted Works

Artificial intelligence (AI) took a lead role at the Oscars on 2 March 2025, with several filmmakers and actors using their speeches to touch on AI’s impact on the industry, in particular the presence of AI-generated content in…more

Artificial Intelligence, Copyright, Cybersecurity, Data Privacy, Data Protection

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Justin Kisner

Nasdaq Proposes New Board Diversity Requirements

On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

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Alexey Kiyashko

Exits, Ring-Fencing and Other Risk Management Strategies for Multinationals Operating in Geopolitically Volatile Areas

With mounting geopolitical tensions, multinationals face a very real and immediate risk of being deprived of profits, control or even ownership of some wholly or partially owned local businesses. As a result, business leaders…more

Acquisitions, Capital Markets, Corporate Governance, Exit Strategies, Geopolitical Risks

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Jaclyn Kleban

Early Stage Capital Raising Trends in Chapter 11 Reorganizations

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

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

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Bradley Klein

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Elisa Klein

Gad-Zoox: Stockholders Obtain Books and Records Through Statutory Appraisal Proceeding, and Other Section 220 Developments

As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a stockholder need to specify the ends to which it might use the books and records…more

Appraisal Rights, Books & Records, Delaware General Corporation Law, PSLRA, Section 220 Request

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Denis Klimentchenko

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Emily Kline

The Impact of Vaccination Status on Jury Pools

With the emergence of new COVID-19 variants and vaccine hesitancy among some in the United States, a “return to normal” for in-person jury trials remains elusive. Courts that postponed jury trials until they could be held safely…more

Coronavirus/COVID-19, Juror, Jury Selection, Jury Trial, Litigation Strategies

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Sarah Knapp

2024 Insights: Corporate Trends

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

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

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Theodore Kneller

CFTC Issues New Enforcement Guidance on Cooperation Recognition in Its Orders

On October 29, 2020, the Commodity Futures Trading Commission (CFTC) Division of Enforcement (Division) issued a memorandum (Guidance) providing guidance for Division staff to follow when recommending the recognition of an…more

CFTC, Cooperation, Enforcement Actions, Internal Controls, New Guidance

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George Knighton

UK Public M&A – Outlook for 2025

In 2024, in line with our predictions from last year, the UK public takeover market saw a sharp increase in the number of megadeals, i.e., those valued in excess of £1 billion. Seventeen such transactions were announced in 2024,…more

Acquisitions, Competition, Corporate Governance, Investment, Mergers

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Christian Knipfer

Decoding Tariff Threats: What Importers Can Expect on Day 1 and Beyond

Key Points - - President-elect Trump’s tariff threats have created considerable uncertainty for importers and U.S. businesses relying on imports. - The incoming president could impose 25% tariffs on Canada and Mexico, and…more

Canada, China, Donald Trump, Importers, Imports

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John Kocoras

Investigations for Self-Disclosure Should Be Independent of DOJ To Avoid Fifth Amendment Issues

The Department of Justice (DOJ) has long encouraged companies to disclose to the DOJ potential violations of federal law, investigate themselves and report their findings in detail. The DOJ often depends on those self-reports to…more

Anti-Corruption, Compliance, Corporate Governance, Corporate Misconduct, Department of Justice (DOJ)

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Sidne Koenigsberg

US, UK and EU Impose New Sanctions and Export Controls on Key Elements of Russian Economy

Since the publication of our March 24, 2022, and March 17, 2022, client alerts, the U.S., U.K. and European Union, among other allied nations, have imposed additional sanctions and export controls on key elements of the Russian…more

Blocking Sanctions, Economic Sanctions, EU, European Commission, Export Controls

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Raunaq Kohli

Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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Loren Koles

FTC Expected To Issue Final Rule Banning Many Noncompetes on April 23

On April 16, 2024, Federal Trade Commission (FTC) Chair Lina M. Khan announced that a special open commission meeting will be held virtually on Tuesday, April 23, 2024, at 2:00 p.m. Eastern Daylight Time, where the FTC is…more

Employees, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules

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Adriana Campos-Korn

The Return of Steel and Aluminum Tariffs: Prelude to a Trade War?

President Donald Trump has issued a series of proclamations imposing duties on imports of steel and aluminum products. The first proclamation, “Adjusting Imports of Steel Into the United States” (Steel Proclamation), was issued…more

Aluminum Sales, Executive Orders, Imports, International Trade, National Security

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Alex Kornfeld

Resilient Economy and Promises of Lessened Regulation, Lower Taxes Raise Hopes for a Surge in M&A

Key Points - - Pro-growth policies and reduced regulation could create significant opportunities for increased M&A in 2025. - Lower interest rates, moderating inflation and rising stock market valuations may also encourage…more

Acquisitions, Antitrust Division, Artificial Intelligence, CFIUS, Cryptocurrency

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Mollie Kornreich

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

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

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

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Mikhail Koulikov

Skadden's 2019 Insights: Foreign Investment Control Reforms in Europe

The geopolitical environment continues to drive reform of foreign investment rules in Europe, with government proposals clarifying and tightening such rules in the interest of national security. Recent foreign state-backed…more

Anti-Monopoly, CFIUS, Critical Infrastructure Sectors, EU, European Economic Area (EEA)

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Dmitri Kovalenko

REPO for Ukrainians Act Provides for the ‘Repurposing’ of Seized Russian Sovereign Assets

On April 24, 2024, President Joe Biden signed into law a high-profile package of national security legislation (Public Law 118-50). While most press reports focused on the spending elements of the package (appropriating funds to…more

Asset Freeze, Asset Seizure, Economic Sanctions, Export Controls, International Trade

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Alexander Kovriga

Russia Seeks to Protect Sanctioned Entities From Claims in Foreign Courts or Foreign Arbitral Institutions

On June 8, 2020, amendments to the Russian Arbitration Procedure Code (the APC Amendments)1 were signed into law that, in certain cases, allow a person subject to foreign sanctions to refer a dispute to the Russian arbitrazh…more

Arbitration, International Arbitration, Jurisdiction, Russia, Sanctions

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Paul Kraske

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

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

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

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Brian Krause

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

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

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

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Margaret Krawiec

Crypto Regulation: Who Will Protect Consumers Against Fraud?

For years, the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission (CFTC) have actively policed digital asset markets, bringing enforcement actions based on alleged failure to register products and…more

CFTC, Consumer Financial Protection Bureau (CFPB), Consumer Privacy Rights, Consumer Protection Laws, Cryptocurrency

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Evan Kreiner

Antitrust Enforcement Expected To Intensify

President Biden has signaled a pro-enforcement approach to antitrust policy by naming Columbia Law School professor Tim Wu as a White House adviser and nominating Lina Khan, who also teaches at Columbia Law, to be commissioner…more

Acquisitions, Antitrust Provisions, Biden Administration, Big Tech, Digital Platforms

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Johannes Kremer

COVID-19: Germany Update — Corporate Liquidity Issues in the Time of the Coronavirus Crisis

This article focuses on financing issues and opportunities for German companies during the coronavirus pandemic, specifically in respect of existing loans, new loans supported by KfW (the German state-owned development bank) and…more

Coronavirus/COVID-19, Corporate Financing, Federal Loans, Financial Stability Acts, Germany

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Allison Kroeker

Matters To Consider for the 2022 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2022 annual meeting and reporting season. We have compiled this overview of key issues — including SEC disclosure requirements, recent SEC guidance, executive…more

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

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Lea Haber Kuck

Latin America Dispute Resolution Update – The Latest Developments in Cross-Border Disputes Involving the US and Latin America - February 2022

ICSID Tribunal Finds That Colombia Violated the Minimum Standard of Treatment but Did Not Indirectly Expropriate the Investment in Eco Oro v. Colombia - In September 2021, an International Centre for Settlement of Investment…more

28 U.S.C. § 1782, Arbitration, Arbitration Agreements, Arbitration Awards, Bilateral Investment Treaties

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Akira Kumaki

2022: What You Need To Know …

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

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

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Ken Kumayama

Executive Briefing: Latest Updates on Trump Executive Actions

As Trump administration directives emerge, it’s crucial for businesses and other stakeholders to stay informed and adapt their strategies accordingly. We will provide ongoing coverage of these developments and their potential…more

Affirmative Action, Artificial Intelligence, Climate Change, Cybersecurity, Diversity and Inclusion Standards (D&I)

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Jessica Kunz

Court of Chancery Dismisses Consent and Unconscionability Claims Challenging Contract Between Parent and Wholly Owned Subsidiary

On March 30, 2020, in The Chemours Company v. DowDuPont Inc., et al., C.A. No. 2019-0351-SG (Del. Ch. Mar. 30, 2020), the Delaware Court of Chancery issued an important decision reaffirming bedrock principles of Delaware…more

Arbitration, Consent, Contract Terms, Delaware General Corporation Law, Dismissals

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Rachel Kurth

FTC Expected To Issue Final Rule Banning Many Noncompetes on April 23

On April 16, 2024, Federal Trade Commission (FTC) Chair Lina M. Khan announced that a special open commission meeting will be held virtually on Tuesday, April 23, 2024, at 2:00 p.m. Eastern Daylight Time, where the FTC is…more

Employees, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules

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Ani Kusheva

UK Public M&A – Outlook for 2025

In 2024, in line with our predictions from last year, the UK public takeover market saw a sharp increase in the number of megadeals, i.e., those valued in excess of £1 billion. Seventeen such transactions were announced in 2024,…more

Acquisitions, Competition, Corporate Governance, Investment, Mergers

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Steve Kwok

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Kyle Kysela

Cybersecurity Trends in the Digital Asset Space

After years of regulatory uncertainty, the Trump administration has signaled a new approach to digital assets, including by establishing a working group focused on digital assets and nominating crypto-friendly chairs to the SEC…more

Artificial Intelligence, Blockchain, CFTC, Cryptocurrency, Cybersecurity

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Josh La Grange

Nasdaq Proposes New Board Diversity Requirements

On December 1, 2020, the Nasdaq Stock Market filed a proposal with the Securities and Exchange Commission (SEC) to amend its listing standards to encourage greater board diversity and enhanced diversity disclosures for…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

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Wesley Lainé

Latest EU Sanctions Extend Asset Freezes, Restrict Oil Industry Dealings and Target ‘Shadow Fleet’

The European Union (EU) has reaffirmed its sanctions policy toward Russia by implementing two rounds of restrictive measures that are intended to further intensify pressure on Russia’s government and economy. Specifically, the…more

Asset Freeze, Compliance, Economic Sanctions, Energy Sector, Enforcement Actions

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Khadija Lalani

Matters To Consider for the 2023 Annual Meeting and Reporting Season

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

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

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Edward Lam

"Hong Kong Regulatory Update - December 2016"

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong Kong…more

Accounting Fraud, Acquisitions, Breach of Duty, Censures, Controlling Stockholders

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Emily Lam

IRS Announces Plans To Increase Audits of Personal Use of Business Aircraft

On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual…more

Aircraft, Business Taxes, Business Travel, Corporate Taxes, Income Taxes

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David Lamb

Supreme Court Sharply Limits Applicability of Rogers v. Grimaldi Test for Trademark Infringement

On June 8, 2023, the U.S. Supreme Court ruled unanimously in favor of the petitioner in Jack Daniel’s Properties, Inc. v. VIP Products LLC. The Court held that a heightened standard for trademark infringement applied by many…more

First Amendment, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC, Lanham Act, Likelihood of Confusion

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Nicholas Lamparski

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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Michael Lanci

US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors, but…more

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

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Allison Land

Proposed 2025 Amendments to the Delaware General Corporation Law

For decades, Delaware has been widely regarded as the leading forum for incorporation in the United States. More than half of all publicly traded U.S. companies, including more than two-thirds of the Fortune 500, have made…more

Board of Directors, Books & Records, Corporate Governance, Delaware General Corporation Law, Director Removal

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Shireen Lankarani

Suit Alleging NBA ‘Top Shot’ NFTs Were Securities Survives Motion To Dismiss

On February 22, 2023, Judge Victor Marrero of the U.S. District Court for the Southern District of New York issued an order in Friel v. Dapper Labs, Inc., denying Dapper Labs and its CEO’s motion to dismiss a putative securities…more

Blockchain, Class Action, Howey, Motion to Dismiss, NBA

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Allen Lanstra

Exploring the New California Consumer Privacy Act’s Unusual Class Action Cure Provision

The California Consumer Privacy Act (CCPA) takes effect on January 1, 2020, and applies to all companies that do business in the Golden State. The new act is California’s rejoinder to Europe’s General Data Protection Regulation,…more

California Consumer Privacy Act (CCPA), Class Action, CLRA, Corporate Counsel, Data Breach

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Marcie Lape (Raia)

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Joseph Larkin

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Allison Lasher

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

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

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

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Samantha Lasley

SEC Proposes New Disclosure Rule for Security-Based Swap Positions

On December 15, 2021, the Securities and Exchange Commission (SEC) voted 3-2 to approve proposed rules that, among other things, would add new Rule 10B-1 to require a prompt disclosure of large security-based swap (SBS)…more

Comment Period, Credit Default Swaps, Derivatives, Private Equity, Proposed Rules

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James Lassiter

New IRS Ruling Guidelines Significantly Impact Tax-Free Spin-Offs

On May 1, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released Revenue Procedure 2024-24 (Revenue Procedure), which sets out substantially revised guidelines for private letter ruling (PLR)…more

Deadlines, IRS, Parent Corporation, Private Letter Rulings, Revenue Procedures

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Justin Lau

EU Parliament Votes To Delay Implementation of Sustainability Reporting and Due Diligence Obligations

On 3 April 2025, the European Parliament overwhelmingly voted to delay the implementation of the EU Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D). The…more

Business Entities, Corporate Sustainability Reporting Directive (CSRD), EU, European Commission, European Parliament

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Lisa Laukitis

What Exactly Is an Independent Director? (Hint: It’s More Complicated Than You Think)

Takeaways - Independence is neither a fixed condition nor a universal status for all purposes. Events and relationships can disqualify an otherwise independent director from participating in decisions.. No matter how pure a…more

Corporate Governance, Fiduciary Duty, Independent Directors, Proxy Advisors, Proxy Advisory Firms

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Andy Law

Security Assistance Law Expanded the Reach of US Sanctions and Doubled the Statute of Limitations

On April 24, 2024, President Joe Biden signed the 21st Century Peace Through Strength Act (Act) into law. The Act, which is part of a broader law providing supplemental aid to Israel, Taiwan and Ukraine, contains several…more

Anti-Money Laundering, Biden Administration, CFIUS, Economic Sanctions, EU

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Andrew Lawrence

SEC Enforcement Policies Suggest a Return to Basics - The Trump Administration’s First 100 Days

Significant changes to personnel, structure and operation are underway at the SEC, consistent with sweeping changes at federal agencies more broadly…more

Cryptocurrency, Digital Assets, Enforcement Actions, Enforcement Priorities, Executive Orders

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Alejandro Gonzalez Lazzeri

Understanding and Mitigating Legal and Compliance Risks Relating to Cartels and Transnational Criminal Organizations

On his first day in office, President Trump signed Executive Order 14157 calling for the designation of certain cartels and transnational criminal organizations (TCOs) as foreign terrorist organizations (FTOs) or specially…more

Cartels, Criminal Prosecution, Department of Justice (DOJ), Financial Institutions, Office of Foreign Assets Control (OFAC)

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Paul Leake

Uptick in Restructurings May Outlast COVID-19 Pandemic

The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. According to AACER, a database of U.S. bankruptcy statistics, an estimated 7,128 business…more

CARES Act, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring

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Boong-Kyu Lee

In Response to COVID-19, Federal Reserve Establishes ‘TALF 2.0’

On March 23, 2020, as part of its response to support the flow of credit to consumers and businesses in the face of the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (Federal Reserve) announced the…more

Asset-Backed Securities, Coronavirus/COVID-19, Federal Funding, Federal Reserve, Financial Distress

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Neil Leff

ISS Issues FAQ Related to 2019 US Compensation Policies

On December 14, 2018, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Compensation Policies effective for shareholder meetings occurring on or after February 1, 2019…more

Board of Directors, Compensation Committee, Executive Compensation, Independent Directors, Institutional Shareholder Services (ISS)

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Eva Legler

A Step in the Right Direction: BaFin Moves To Make ‘Change of Control’ Procedures Less Burdensome

A welcome wind of regulatory change is noticeable in Germany. On May 20, 2025, the Federal Financial Supervisory Authority (BaFin) published a consultation on a draft ordinance to amend the ownership control ordinance and the…more

BaFin, Change of Control, Filing Requirements, Financial Institutions, Financial Regulatory Reform

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Michael Leiter

FCC Council on National Security Launches Investigation of Businesses Linked to the Chinese Communist Party

In its first major initiative, on March 21, 2025, the Federal Communications Commission’s (FCC’s) newly formed Council on National Security (Council) launched an investigation into the “ongoing U.S. operations” of businesses…more

China, Cybersecurity, Enforcement Actions, FCC, Investigations

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David Leland

A Divided Congress Will Have an Active Investigations Agenda Over the Next Two Years

Democrats, having maintained narrow control of the upper chamber in the midterm elections, likely will remain focused on the issues and industries they prioritized in 2022…more

Big Tech, Bitcoin, China, Climate Change, Cryptocurrency

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Isabelle Lelogeais

DOJ Steps Up Corporate Criminal Enforcement, Looks More Broadly at Past Misconduct

Takeaways - The DOJ will take a more proactive approach to FCPA investigations. Companies seeking cooperation credit must disclose information about all culpable individuals, not just those “substantially involved” in…more

Compliance, Corruption, Criminal Investigations, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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Brad Lenox

Insights – April 2023 | Insights

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

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

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Karen Lent

The DOJ and FTC Release New Guidance for Business Activities Affecting Workers

On January 16, 2025, the Department of Justice (DOJ) Antitrust Division and the Federal Trade Commission (FTC) (together, the Agencies) released the Antitrust Guidelines for Business Activities Affecting Workers (Guidelines),…more

Antitrust Division, Antitrust Provisions, Antitrust Violations, Competition, Compliance

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Ian Lerman

CFTC Settles Claims Against Founders of a Decentralized Protocol and Sues Its Successor DAO and Its Members, Pressing a Novel Theory of Liability

On September 22, 2022, the Commodity Futures Trading Commission (CFTC or Commission) (1) issued an order settling charges against protocol creator bZeroX, LLC and its founders, and (2) filed a federal civil enforcement action…more

Blockchain, CFTC, Commodity Exchange Act (CEA), Cryptocurrency, Enforcement Actions

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Jonathan Lerner

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Aleksandar Leshev

CJEU Ruling Supports Third-Party Access to Dominant Digital Platforms

On February 25, 2025, the Court of Justice of the European Union (CJEU) held in Google Android Auto1 that a dominant platform’s refusal to ensure interoperability with a third-party app may constitute an abuse of dominance. The…more

Abuse of Dominance, Antitrust Violations, Competition, Court of Justice of the European Union (CJEU), Digital Platforms

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Stuart Levi

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

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David Levy

Amending a Debt Instrument Trading at a Discount: Beware of Tax Consequences

In light of the current economic uncertainty, many companies are considering amending their credit agreements and other debt instruments either to minimize the likelihood of breaching financial covenants or to rework payment…more

Cancellation of Debt (COD), Coronavirus/COVID-19, Corporate Taxes, Debt Instruments, Debt Trading

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Patrick Lewis

"Navigating the Challenges of Chinese Acquisitions of US Insurers"

Chinese investment in the U.S. insurance industry continued steadily in 2016, notwithstanding efforts by the Chinese government to impose new restrictions on outbound M&A. (See "Regional Focus: Asia.") Examples of such…more

Acquisitions, CFIUS, China, Cross-Border Transactions, Divestiture

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Danielle Li

2024 Insights: Corporate Trends

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

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

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Haiping Li

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Weite (Wendy) Li

FCA Business Plan and ‘Dear CEO’ Letter Set Out Updated Priorities for Asset Management and Alternatives Supervision

In March 2024, the Financial Conduct Authority (FCA) released two documents with its updated supervisory approach for the asset management and alternatives sector: the FCA’s 2024/25 Business Plan (the Business Plan), and a “Dear…more

Alternative Investment Fund Managers Directive (AIFMD), Asset Management, Financial Conduct Authority (FCA), Financial Crimes, Financial Stability Board

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Yangtian Li

2024 Insights: Corporate Trends

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

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

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Lillian Lian

HKEX Implements Corporate Governance Reforms

查看中文 Following a consultation process conducted in June 2024, the Stock Exchange of Hong Kong Ltd. (HKEX) has announced finalized amendments to the Rules Governing the Listing of Securities on HKEX (Listing Rules) to improve…more

Board of Directors, Capital Markets, Corporate Governance, Diversity, HKEx

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Jason Liberi

Skadden's 2020 Insights

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

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

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Ariel Lieberman

US Commerce Department Expands Export Restrictions Targeting Russia and Belarus

On February 24, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) announced four new rules expanding restrictions on exports to Russia and Belarus. The revisions to the Export Administration…more

Belarus, Bureau of Industry and Security (BIS), Economic Sanctions, Entity List, Export Administration Regulations (EAR)

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Jeffrey Lieberman

Texas Courts Delay Implementation of DOL’s Investment Advice Fiduciary Rule

Two federal courts in Texas have separately ordered stays delaying the effective date of the Department of Labor’s (DOL) final “investment advice fiduciary rule” under Section 3(21) of the Employee Retirement Income Security Act…more

Department of Labor (DOL), Employee Retirement Income Security Act (ERISA), Fiduciary Rule, Financial Institutions, Insurance Industry

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Clare Lilek

FCC Approves Voluntary Internet-of-Things Cybersecurity Labeling Program

The Federal Communications Commission (FCC) recently approved a voluntary Internet of Things (IoT) Labeling Program, which allows manufacturers of IoT products to earn the FCC’s approval to display a “U.S. Cyber Trust Mark” on…more

Cybersecurity, Data Security, FCC, Internet of Things, Internet Retailers

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Ryan Lindsay

Advancing Forward — Delaware Courts Provide Further Guidance on Incumbent Board Enforcement of Advance Notice Bylaws

In late 2021 and early 2022, two decisions from the Court of Chancery addressing advance notice bylaws reiterated, consistent with long-standing Delaware law, that clear and unambiguous advance notice bylaws will be enforced..…more

Board of Directors, Books & Records, Bylaws, Controlling Stockholders, Corporate Counsel

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Matthew Lisagar

Courts Rule on Financial Services Antitrust Suits

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

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

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Gregory Litt

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Jessie Liu

Core False Claims Act Theories Top the List of DOJ Criminal Enforcement Priorities

The May 12, 2025, memo from the head of the Department of Justice’s (DOJ’s) Criminal Division highlights 10 “high-impact” areas as the focus of DOJ’s criminal enforcement efforts. (See our May 14, 2025, client alert “In a New…more

Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Federal Food Drug and Cosmetic Act (FFDCA)

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Margaux Lize

Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses

On September 29, 2020, the French government published the 2021 Finance Bill, against the backdrop of the COVID-19 crisis and an expected 10.2% reduction in GDP in 2020…more

Business Taxes, Coronavirus/COVID-19, Corporate Taxes, Federal Budget, France

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Paul Lockwood

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Thomas Logan

Growing Opportunities in Clean Hydrogen

Key Points Hydrogen fuel has long been considered a potential clean alternative to fossil fuels because the only byproduct from the combustion of hydrogen is water. However, traditional methane-based hydrogen production methods…more

Clean Energy, Climate Change, Electricity, Energy Projects, Energy Sector

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Jeremy London

"Insights Conversations: M&A"

Skadden M&A partners Steve Arcano, Tom Kennedy (moderator), Jeremy London, Amr Razzak and Rodd Schreiber discussed their perspectives on M&A activity in 2015 and the outlook for 2016. The conversation covered the current…more

Acquisitions, Antitrust Investigations, Board of Directors, Institutional Investors, Mergers

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Diana Lopo

CARES Act Increases Deductions for Certain Charitable Contributions

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law. The act, which provides assistance to individuals and businesses in response to the COVID-19 pandemic, increases the…more

C-Corporation, CARES Act, Charitable Donations, Corporate Taxes, Income Taxes

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Carine Louyot

French Considerations for Returning to Workplaces in the Wake of COVID-19

On April 28, 2020, the French government announced the outline of its plan to end the lockdown measures currently in force, scheduled for May 11, 2020. (This date may be postponed if the hospitalization and death rates related…more

Coronavirus/COVID-19, Employer Responsibilities, France, Medical Monitoring, Personal Protective Equipment

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Tamara Chin Loy

DOJ Suffers Rare Acquittal From the Bench in Fourth Criminal No-Poach Loss

In the latest setback in the Department Justice Antitrust Division’s (DOJ) attempts to prosecute “no-poach” agreements criminally, a federal judge acquitted from the bench all six defendant employees of aerospace engineering…more

Anti-Competitive, Antitrust Division, Competition, Criminal Prosecution, Department of Justice (DOJ)

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Paola Lozano

US-Mexico Agreement Signals Mexican Foreign Investment Screening Body To Come

On December 7, 2023, U.S. Secretary of the Treasury Janet L. Yellen and Mexico’s Secretary of Finance and Public Credit Rogelio Ramírez de la O signed a Memorandum of Intent (MOI) to establish a bilateral working group to…more

Biden Administration, CFIUS, Cross-Border, FIRRMA, Foreign Direct Investment

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Benjamin Lucas

Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Gregory Luce

HHS-OIG Year in Review: Despite Challenges Posed by the Pandemic, 2020 Saw an Uptick in Enforcement Action

Despite the challenges posed by the COVID-19 public health emergency in 2020, the Office of Inspector General, U.S. Department of Health and Human Services (HHS-OIG) entered into the highest number of corporate integrity…more

Coronavirus/COVID-19, Corporate Integrity Agreement, Department of Health and Human Services (HHS), Health Care Providers, Healthcare Fraud

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Daniel Luks

Insights - September 2024

In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse topics…more

Acquisitions, Administrative Procedure Act, Artificial Intelligence, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System

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Sophie Lundsberg

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

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

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

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Peter Luneau

Privacy & Cybersecurity Update - September 2023

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

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

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Aurora Luoma

A Deep Dive Into Intermediary Remuneration as the UK Supreme Court Considers Its Legality

Is payment to an intermediary, not by its client but by the financial service provider, an illegal inducement or a legitimate distribution cost? In Hopcraft, the UK Supreme Court will consider this perennial question. The case…more

Bribery, Competition, Disclosure Requirements, Fiduciary Duty, Financial Conduct Authority (FCA)

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Ben Lyon

Regulators Tighten the Reins: Scrutinising Non-Financial Misconduct Rules in Lloyd’s

Financial services regulators are intensifying their scrutiny of non-financial misconduct (NFM) within the financial services industry. Related to this, the insurance marketplace Lloyd’s of London published a consultation…more

Banking Sector, Corporate Governance, EU, Financial Conduct Authority (FCA), Financial Institutions

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Khalil Maalouf

White House Announces First Steps Toward New Policies Supporting Cryptocurrencies and Digital Financial Technology

President Trump has taken the first steps toward fulfilling his promise to reverse the Biden administration’s approach to digital assets by issuing an executive order that establishes a framework for fostering the growth of…more

Biden Administration, Blockchain, CFTC, Cryptocurrency, Digital Assets

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Bruce Macaulay

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Matheus M. Machado

The Standard Formula: Encyclopaedia of Prudential Solvency – Chapter 1: The IAIS and the ICS

Established in 1994, the International Association of Insurance Supervisors (IAIS) is a voluntary membership organisation comprising insurance regulatory authorities, central banks, ministries of finance, and other…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Capital Markets, Capital Requirements, EU

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Brendan Macreadie

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in…more

Antitrust Division, Australia, Board of Directors, Climate Change, COP

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Raj Madan

"Recent Court of Appeals Decision Provides Hope for Taxpayers Fighting for Congressionally Sanctioned Tax Benefits"

For the second time in just over a year, the U.S. Court of Appeals for the Sixth Circuit reversed the United States Tax Court and affirmed the right of a taxpayer to structure its affairs in a manner that takes into account tax…more

Appeals, Business Taxes, Dividends, Internal Revenue Code (IRC), Investment Funds

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Jennifer Madden

Recent Delaware Bankruptcy Rulings Address Whether a Plan of Reorganization Can Deny a ‘Make-Whole’ Payment Without Impairing Lenders’ Claims

Takeaways - “Make-wholes” — one-off payments required if debt is prepaid or, in certain cases, otherwise accelerated — have generated litigation, with debtors contending they can continue to pay lenders under the debt’s…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Make-Whole Premium, Noteholders

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Joy Maddox

Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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Colleen Mahoney

SEC Heightens Focus on Cybersecurity

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

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

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Peter Mair

Private Equity and Sovereign Wealth Interests Converge in US Real Estate

Takeaways - PE activity, both fundraising and investing, has exploded. Sovereign wealth and foreign government pension funds have grown in sophistication, built out in-house capabilities and become increasingly focused on…more

CFIUS, Foreign Investment, Investment, Investment Portfolios, Investors

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Matthew Majarian

The Informed Board - Spring 2023

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

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

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Lea Malewitz

Final ‘Domestically Controlled REIT’ Regulations Retain Corporate Look-Through With Some Modifications

On April 24, 2024, the Treasury Department released final regulations that alter key rules affecting many real estate funds and foreign investors in U.S. real estate…more

Final Rules, FIRPTA, Foreign Investment, Internal Revenue Code (IRC), Mortgage REITS

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Chris Mallon

"EU Banking Union: Political Agreement Reached on Single Resolution Mechanism"

On March 20, 2014, the European Parliament announced that it had reached political agreement with the European Council on the regulation implementing a single resolution mechanism (SRM), which is an essential element of the…more

Banking Sector, Banks, EU, Financial Regulatory Reform, Foreign Banks

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Christopher Malloy

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy and…more

Appeals, Breach of Duty, Class Action, Common Stock, Corporate Counsel

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Elizabeth Malone

Trump Administration Rolls Back Climate Initiatives and Orders EPA To Set Sunset Dates for Regulations - The Trump Administration’s First 100 Days

President Trump’s executive orders prioritize energy production from fossil fuels and pause both onshore and offshore wind projects…more

Climate Change, Energy Policy, Energy Sector, Environmental Protection Agency (EPA), Executive Orders

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Kaitlin Maloney

Court of Chancery Continues To Rely on Market-Based Metrics in Appraisal Decisions

In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal cases…more

Appraisal, Deal Price, Fair Value Standard, Market Based Approach, Mergers

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Sophie Mancall-Bitel

Climate-Related Securities Suits May Increase With New SEC Standards

Takeaways - The SEC plans to issue new disclosure requirements regarding climate-related risks and opportunities, and the agency’s recent actions suggest we have entered a new era of oversight when it comes to…more

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

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Gabriella Manduca

The Office of Science and Technology Policy Issues a Report on the Environmental Impact of Cryptoassets

On September 8, 2022, the Office of Science and Technology Policy (OSTP) issued its report on the impact of distributed ledger technology on climate change and U.S. environmental policy, as directed under President Biden’s March…more

Biden Administration, Climate Change, Cryptoassets, Digital Assets, Distributed Ledger Technology (DLT)

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Robin Marchant

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

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

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

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Jonathan Marcus

Supreme Court Curbs FTC’s Authority To Seek Monetary Relief in Federal Court — At Least Temporarily

Last week, the U.S. Supreme Court decided unanimously in AMG Capital Management, LLC v. FTC that Section 13(b) of the Federal Trade Commission Act of 1914 (FTC Act) does not authorize the Federal Trade Commission (FTC) to seek…more

AMG Capital Management LLC v FTC, Disgorgement, Federal Trade Commission (FTC), FTC Act, FTCA Section 13(b)

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Steven Marcus

Rolling Back the Administrative State: Understanding Trump’s Deregulatory Initiative

On February 19, 2025, President Donald Trump issued the executive order “Ensuring Lawful Governance and Implementing the President’s ‘Department of Government Efficiency’ Deregulatory Initiative” (the 2025 EO). The 2025 EO,…more

Administrative Procedure Act, Chevron Deference, Congressional Review Act, Constitutional Challenges, Department of Government Efficiency (DOGE)

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Hannah Marek

Supreme Court Issues Unanimous Ruling Denying PTO Attorneys’ Fees for Section 145 Actions

On December 11, 2019, in Peter v. NantKwest, Inc., 589 U.S. __ (2019), the U.S. Supreme Court issued a unanimous decision holding that the U.S. Patent and Trademark Office (PTO) cannot recover the salaries of its legal personnel…more

35 U.S.C. § 145, American Rule, Appeals, Attorney's Fees, Civil Claims

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Richard Marmaro

Cross-Border Investigations Update

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including the use of legal holds in cross-border investigations,…more

China, Civil Monetary Penalty, Cooperation, Criminal Investigations, Cross-Border Transactions

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Olivia Marshall

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Emmanuel Marsigny

Annual Report Highlights France’s Financial Crime Enforcement and International Cooperation

Ten years after its establishment, France’s National Financial Prosecutor’s Office (Parquet National Financier or PNF) has released its 2024 annual report (Report),1 showcasing a year of consolidation and innovation in the fight…more

Anti-Corruption, Anti-Money Laundering, Compliance, Corruption, Criminal Prosecution

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Aurore Martinelli

French Government Adopts Measures Adapting Shareholders’ Meeting Requirements Amid COVID-19 Pandemic

The COVID-19 pandemic, which coincides with the annual shareholders’ meetings season, raises significant concerns regarding the ability of companies, in particular listed companies, to convene their board of directors’ and…more

Board Meetings, Board of Directors, Coronavirus/COVID-19, France, Government Lockdown

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Matthew Martino

Private Litigation and Government Rhetoric Signal Increased Legal Headaches Under the Robinson-Patman Act

After decades of dormancy, the Robinson-Patman Act (RPA), a Depression-era antitrust statute prohibiting price discrimination, has recently become the subject of renewed interest from both private plaintiffs and government…more

Antitrust Litigation, Competition, Enforcement Actions, Federal Trade Commission (FTC), Manufacturers

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Zahra Mashhood

UK Expands Prohibitions on Providing Services to Russian Entities and Adds Investment Restrictions

On 15 December 2022 the United Kingdom announced its latest expansion of sanctions against Russia. New prohibitions were added relating to trust services, and professional and business services, and existing restrictions…more

Anti-Money Laundering, Economic Sanctions, Enforcement, EU, Financial Institutions

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Glen Mastroberte

California Enacts Host of AI-Related Bills Designed To Protect Individuals

In the absence of federal legislation addressing the development and deployment of artificial intelligence (AI) systems, individual states continue to fill that void by enacting state-specific legislation…more

Advertising, Artificial Intelligence, Artificial Reproduction, California, Cybersecurity

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Priya Matadar

California Enacts New Laws to Combat AI-Generated Deceptive Election Content

California has enacted three new bills in an effort to curb the spread of misinformation and deceptive election content. The bills — AB 2655, AB 2839 and AB 2355 — aim to strengthen protections against digitally altered…more

Artificial Intelligence, Artificial Reproduction, California, Deep Fake, Governor Newsom

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Steven Matays

Putting the Best Spin on Corporate Splits

In recent years, in the boardrooms of public companies with multi-line businesses, there have been few louder drum beats than those from investors calling for divestitures, spin-offs or other separation transactions aimed at…more

Board of Directors, Corporate Governance, Corporate Sales Transactions, Investors, Publicly-Traded Companies

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Kate Mathieu

New Proposed Regulations Aim To Overhaul Tax-Free Spin-Off Rules

On January 16, 2025, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published new proposed regulations related to tax-free spin-offs and split-offs (collectively, spin-offs) and other corporate…more

Compliance, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS

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Bernd Mayer

Fighting Early Obsolescence: New EU Directive Extends Liability Risks

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

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

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Maxim Mayer-Cesiano

Now More Than Ever, Supply Chains Demand the Attention of Multinationals’ Boards

Key Points - - New laws in major jurisdictions make it vital that companies examine their supply chains closely for legal vulnerabilities. This entails due diligence on environmental and human rights issues, and compliance…more

Compliance, Corporate Governance, Environmental Social & Governance (ESG), EU, National Security

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Daniel Mayerfeld

"Inside the Courts: Supreme Court Upholds Class Certification in Tyson Foods"

The U.S. Supreme Court on March 22, 2016, addressing a challenge to the use of representative evidence to establish that common issues of fact or law predominate over individual issues in a proposed class action, declined to…more

Admissible Evidence, Calculation of Damages, Class Action, Class Certification, Doffing

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James Mazza Jr.

Insights – April 2023 | Insights

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

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

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Rory McAlpine

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Dominic McCahill

Recognition of Restructuring and Insolvency Proceedings

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

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

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Christopher McCooey

FTC Ban on Noncompetes Now Slated To Take Effect on September 4

The Federal Trade Commission’s final rule broadly banning noncompete clauses between employers and workers, released on April 23, 2024, was published in the Federal Register on May 7, so the ban will take effect on September 4,…more

Employees, Employer Liability Issues, Employment Contract, Federal Bans, Federal Trade Commission (FTC)

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Alexandra McCormack

Skadden's 2020 Insights

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

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

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Mark McDermott

Uptick in Restructurings May Outlast COVID-19 Pandemic

The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. According to AACER, a database of U.S. bankruptcy statistics, an estimated 7,128 business…more

CARES Act, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19, Corporate Restructuring

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James McDonald

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Martha McGarry

Navigating the Current Landscape of Shareholder Activism

On March 28, 2018, Skadden hosted the webinar “Navigating the Current Landscape of Shareholder Activism,” the fifth and final program in the 2017-18 SEC Reporting & Compliance and Corporate Governance Series. The panelists were…more

Asia, Board of Directors, Corporate Governance, EU, Proxy Advisory Firms

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Vanessa McGoldrick

UK Serious Fraud Office Releases New Guidance on Self-Reporting, Cooperation and Deferred Prosecution Agreements

On 24 April 2025, the Serious Fraud Office (SFO) released new guidance on corporate self-reporting, cooperation and deferred prosecution agreements (DPAs)…more

Cooperation, Corporate Misconduct, Deferred Prosecution Agreements, Enforcement, Investigations

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Colm McInerney

JAMS Adopts Mass Arbitration Procedures and Guidelines

On May 1, 2024, JAMS, the world’s largest private alternative dispute resolution (ADR) provider, released its Mass Arbitration Procedures and Guidelines (Procedures) and an accompanying Mass Arbitration Procedures Fee Schedule…more

Arbitration, Arbitrators, Dispute Resolution, Fees, New Guidance

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Robert McInvale

The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Christopher McKinley

PTAB Update - March 2023

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

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

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Natalia McLaren

Europe Moves Toward Further Regulation of Forced Labour in Supply Chains

A number of jurisdictions globally are enhancing their supply chain-related regulations. The European Union’s latest regulation in this respect, the EU Forced Labour Regulation (FLR), was adopted on 19 November 2024. The FLR…more

Anti-Corruption, Corporate Governance, Due Diligence, Enforcement Actions, Environmental Social & Governance (ESG)

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Michael McTigue Jr.

The AAA’s Infographic and the Continued Abuse of Mass Arbitration

On April 15, 2025, the American Arbitration Association (AAA) distributed an infographic with statistics on mass arbitration in 2024, which could be read to suggest that the consumer mass arbitration process is functioning…more

Advertising, Arbitration, Arbitration Agreements, Arbitration Fees, Business Litigation

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Neepa Mehta

Senate Passes Landmark Bill With Climate, Tax, Energy and Health Care Implications

On August 7, 2022, the Senate passed the Inflation Reduction Act (the Act), which is expected to have a significant impact on climate, tax and health care policy in the United States. The result of intense negotiations among…more

Affordable Care Act, Clean Energy, Climate Change, Drug Pricing, Energy Sector

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Ron Meisler

Insights – April 2023 | Insights

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

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

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David Meister

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Maria Cruz Melendez

In a New Memo, DOJ Outlines White Collar Crime Focus Areas and Prosecutorial Guidance

Key Points - - A new memo suggests DOJ will continue to prosecute white collar fraud and crimes. - DOJ identified 10 “high-impact” areas of focus, prioritizing crimes that cause harm to government programs, citizens, and…more

Biden Administration, Bribery, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ)

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Verena Mengis

The Standard Formula: A Guide to Solvency II – Chapter 6: Investment Rules

This chapter discusses and analyses the investment rules that apply to Solvency II insurers and reinsurers in the United Kingdom. In particular, this chapter will outline the “prudent person principle” and discuss the…more

EIOPA, Environmental Social & Governance (ESG), EU, Financial Institutions, Insurance Industry

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Danielle Menitove

Supreme Court Holds Antitrust Claims of iPhone App Consumers Are Not Barred by Illinois Brick

On May 13, 2019, in a 5-4 decision in Apple Inc. v. Pepper, the U.S. Supreme Court held that consumers of iPhone apps are direct purchasers of Apple and therefore have standing to sue the company for alleged monopolization of…more

Antitrust Violations, Appeals, Apple Inc v Pepper, Class Action, Corporate Counsel

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Michael Menitove

Private Litigation and Government Rhetoric Signal Increased Legal Headaches Under the Robinson-Patman Act

After decades of dormancy, the Robinson-Patman Act (RPA), a Depression-era antitrust statute prohibiting price discrimination, has recently become the subject of renewed interest from both private plaintiffs and government…more

Antitrust Litigation, Competition, Enforcement Actions, Federal Trade Commission (FTC), Manufacturers

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Daniel Merzel

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

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

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

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Khadija Messina

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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Steven Messina

SEC Climate Disclosure Rules: Your Questions Answered

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

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

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Luke Meyers

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

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

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

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Daniel Michael

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

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Edward Micheletti

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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David Midvidy

Final Rule to Implement Dodd-Frank Risk Retention Requirement

On October 21, 2014, the Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (Federal Reserve Board), the Federal Deposit Insurance Corporation (FDIC), the U.S. Securities and…more

Dodd-Frank, Final Rules, Prudential Regulation Authority (PRA), Risk Retention, Securities Exchange Act

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Michael Mies

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

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

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

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Chelsea Mihelich

Foreign Extortion Prevention Act Criminalizes Demand-Side Bribery

On December 22, 2023, President Biden signed into law the Foreign Extortion Prevention Act (FEPA) as part of the fiscal year 2024 National Defense Authorization Act. FEPA criminalizes demand-side bribery by foreign officials —…more

Anti-Corruption, Anti-Money Laundering, Bribery, Corruption, Extortion

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Melissa Miles

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Daniel Millard

Post-Schrems II: European Data Protection Board’s Recommendations Bring Further Clarity and Practical Steps Regarding International Data Flows

On November 10, 2020, the European Data Protection Board (EDPB) adopted its long-awaited recommendations on (1) measures that supplement transfer tools to ensure transfers of personal data outside the European Economic Area…more

Cybersecurity, Data Protection, EU-US Privacy Shield, European Data Protection Board (EDPB), European Economic Area (EEA)

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Jessica Miller

The Class Action Chronicle - August 2020

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

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

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Virginia Milstead

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Salvatore (Sal) Minopoli

How Private Fund Managers Can Minimize the Risk of Government Probes in Volatile Markets

Key Points - - Periods of market volatility expose firms managing private funds to increased scrutiny from government agencies, regardless of the existence of any actual misconduct. - Government agencies may open an…more

Department of Justice (DOJ), Fund Managers, Government Agencies, Investigations, Investment Management

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Mustafa Mirza

ESG in 2023: A Mid-Year Review

As predicted in our February 1, 2023, client alert, “ESG in 2022 and Predictions for 2023,” a global economic slowdown and ongoing backlash in the U.S. have slowed the momentum of some aspects of the environmental, social and…more

Activist Investors, Biodiversity, Competition, Corporate Governance, Disclosure Requirements

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Yingchuan (Grace) Mo

M&A in the AI Era: Key Deal Terms To Watch

The accelerated development of artificial intelligence (AI) has shown the transformative potential of the technology across industries, making it an integral part of strategic planning for market participants, from technology…more

Acquisitions, Artificial Intelligence, Data Protection, Due Diligence, Indemnity

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Gabriel Mohr

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts

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

Bitcoin, Blockchain, CFTC, Cryptocurrency, Digital Assets

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Joe Molosky

Federal Report Proposes Harmonization of Divergent Cyber Incident Reporting Regimes

On September 20, 2023, the U.S. Department of Homeland Security released a report outlining the varied and sometimes conflicting reporting requirements that private entities face when they are victims of a cyber incident. The…more

CIRC, Corporate Governance, Cyber Incident Reporting, Cybersecurity, Department of Homeland Security (DHS)

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Tatiana Monastyrskaya

Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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Aryan Moniri

DOE Offers Financing for US EV and Energy Infrastructure

U.S. Department of Energy (DOE) loan guarantee and direct lending facilities may be attractive financing options for borrowers who are developing electric vehicle (EV) infrastructure and innovative energy-related technologies…more

Department of Energy (DOE), Electric Vehicles, Energy Sector, Financing, Infrastructure Financing

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Malika Moore

The Class Action Chronicle - August 2023

Post-TransUnion, A Closer Examination of Threshold for Article III Standing- Class action trials are rare. The potential magnitude of an adverse verdict, even when improbable, makes the risks of trial unpalatable for defendants…more

Appeals, Article III, Ascertainable Class, Class Action, Class Certification

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Rachel Moore

AI Insights: Recent Developments That Could Impact How Companies Offer AI-Based Customer Service Chatbots

Two recent developments highlight the challenges companies may face as they explore ways to incorporate AI-based chatbots into their customer service offerings: - A putative class action filed in California federal district…more

Artificial Intelligence, Bots, CIPA, Corporate Counsel, Customer Service Calls

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Christopher Morgan

"At-the-Market Offerings Under the MJDS"

Given the recent volatility and uncertainty in the capital markets, many Canadian issuers, particularly those in the resources sector, are hesitant to commit to traditional, fully marketed follow-on public offerings due to…more

Canada, Public Offerings, Securities and Exchange Commission (SEC)

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Shannon Morgan

Court Reverses Itself in AI Training Data Case

In an unexpected development, the judge in Thomson Reuters v. Ross Intelligence — a case concerning the use of copyrighted material to train an artificial intelligence (AI) model — reversed much of his 2023 decision denying…more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Data Collection

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Peter Morrison

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Rebekah Mott

AI Insights: NAIC Releases Draft Model Bulletin Regarding Use of AI by Insurers

In July, the Innovation, Cybersecurity and Technology Committee of the National Association of Insurance Commissioners (NAIC) released an exposure draft of its model bulletin titled “Use of Algorithms, Predictive Models, and…more

Algorithms, Artificial Intelligence, Data Protection, Data Security, Insurance Industry

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Giorgio Motta

UK Competition Authority Launches Consultation on Merger Remedies: A Shift Toward Flexibility and Growth?

On March 12, 2025, the UK’s Competition and Markets Authority (CMA) launched a consultation on its approach to merger remedies, asking whether the authority should permit more complex remedies in Phase I investigations and…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Merger Controls

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Olivia Moul

European Commission Publishes ESG Reporting Omnibus Package

On 26 February 2025, the European Commission (the EC) adopted a new package of proposals aimed at simplifying the EU’s ESG reporting and compliance requirements. The EC published two separate proposals for directives to make…more

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

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Philipp Mueller

EU Aims for Harmonized Sanctions Enforcement With Defined Criminal Offences and Penalties

European Union member states have until 20 May 2025 to transpose into their national legislation EU Directive (EU) 2024/1226 (the Directive), which establishes minimum rules on the definition of criminal offences and penalties…more

Anti-Money Laundering, Asset Freeze, Corporate Governance, Corporate Liability, Criminal Prosecution

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Huzefa Mun

New Regulation: Statutes, Pillars, and the Build Back Better Act

In the new episode of our tax podcast, “GILTI Conscience,” partners Nate Carden and David Farhat speak with Skadden of counsel Paul Oosterhuis and associate Huzefa Mun about tax legislation, including how the potential failure…more

New Regulations, Proposed Legislation, Tax Legislation, Tax Planning, U.S. Treasury

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Donald Munson

Skadden's 2019 Insights: Significant Rulings Expected for Ongoing Mass Tort, Consumer Class Action Issues

In 2019, significant developments are expected on issues that have been percolating in the mass tort and class action litigation arena for several years. The U.S. Supreme Court is expected to rule on cases relating to…more

Arbitration, Asbestos Litigation, Class Action, Class Arbitration, Clear Evidence Standard

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Rebecca Murday

2024 Insights: Enforcement and Litigation

Expert Allegations Could Become More Frequent in Securities Fraud Complaints and Possibly Erode Pleading Standards - A Ninth Circuit panel ruling that plaintiffs could use expert analysis to bolster securities fraud claims…more

Article III, Bankruptcy Court, Constitutional Amendment, Consumer Protection Act, Corporate Governance

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Aaron Murphy

Supreme Court To Revisit Delegation of Arbitrability in Henry Schein II

For the second time in two years, the U.S. Supreme Court will hear a case where the central issue is whether a court (or an arbitrator) should decide whether a dispute belongs in the courts or in arbitration. The Court heard…more

American Arbitration Association, Arbitration, Carve Out Provisions, Certiorari, Commercial Arbitration

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Christopher Murphy

What To Expect From the IRS’ $80 Billion Strategic Operating Plan

In August 2022, the Inflation Reduction Act (IRA) was signed into law, allocating approximately $80 billion to the Internal Revenue Service (IRS) over the next decade to improve the way it serves the public…more

Compliance, Corporate Counsel, Enforcement, Inflation Reduction Act (IRA), IRS

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Melissa Muse

FCC Council on National Security Launches Investigation of Businesses Linked to the Chinese Communist Party

In its first major initiative, on March 21, 2025, the Federal Communications Commission’s (FCC’s) newly formed Council on National Security (Council) launched an investigation into the “ongoing U.S. operations” of businesses…more

China, Cybersecurity, Enforcement Actions, FCC, Investigations

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Scott Musoff

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Clifford Naeve

"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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Julia Nahigian

Ninth Circuit Addresses Use of Doctrines of Judicial Notice and Incorporation by Reference at Pleading Stage in Securities Cases

In the Ninth Circuit, defendants typically have two tools available to ask a court to consider in connection with a motion to dismiss information outside the four corners of a complaint. First, a defendant may file a request for…more

Abuse of Discretion, Appeals, Federal Rules of Evidence, Incorporation by Reference, Judicial Notice

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Karyl Nairn QC

"Activist Investing in Europe: A Special Report (September 2016)"

This report offers an overview of the state of activism in Europe, as well as country-specific profiles for the United Kingdom, France, Germany, Italy and Switzerland, including information and commentary on noteworthy activist…more

Acquisitions, Activist Investors, Board of Directors, Controlling Stockholders, EU

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Alisha Nanda

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Marta Navarro Hernandez

European Commission Blocked From Reviewing Below-Threshold Mergers

On September 3, 2024, the European Union’s Court of Justice (ECJ) issued its highly anticipated judgment in the Illumina/Grail case (C-611/22 P and C-625/22 P) concerning the European Commission’s (EC’s) power to review…more

Acquisitions, Antitrust Division, Competition, EU, EUMR

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Imad Mohammed Nazar

National Payments Vision: A Strategic Blueprint for the Future of UK Payments

On November 14, 2024, the UK government unveiled its National Payments Vision (the Vision), a strategy designed to reshape the UK’s payments ecosystem. This Vision responds to the findings of the 2023 Future of Payments Review,…more

Bank of England, Banking Sector, Cybersecurity, Data Privacy, Financial Conduct Authority (FCA)

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MacKinzie Neal

Copyright Office Weighs In on AI Training and Fair Use

On May 9, 2025, the United States Copyright Office (the USCO) released a 108-page report on whether the unauthorized use of copyrighted materials to train generative artificial intelligence (AI) systems is defensible as a fair…more

Algorithms, Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation

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Timothy F. Nelson

Understanding and Mitigating Legal and Compliance Risks Relating to Cartels and Transnational Criminal Organizations

On his first day in office, President Trump signed Executive Order 14157 calling for the designation of certain cartels and transnational criminal organizations (TCOs) as foreign terrorist organizations (FTOs) or specially…more

Cartels, Criminal Prosecution, Department of Justice (DOJ), Financial Institutions, Office of Foreign Assets Control (OFAC)

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Timothy G. Nelson

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Douglas Nemec

Executive Briefing: Latest Updates on Trump Executive Actions

As Trump administration directives emerge, it’s crucial for businesses and other stakeholders to stay informed and adapt their strategies accordingly. We will provide ongoing coverage of these developments and their potential…more

Affirmative Action, Artificial Intelligence, Climate Change, Cybersecurity, Diversity and Inclusion Standards (D&I)

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Matthew Nemeroff

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

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

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

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John Neukom

Supreme Court Rulings Signal Significant Changes to Post-Issuance Patent Reviews

In a pair of decisions issued on April 24, 2018, the U.S. Supreme Court clarified the constitutionality of and the appropriate practice for inter partes review. The 7-2 majority opinion in Oil States Energy Services, LLC v…more

America Invents Act, Article III, Chevron Deference, Constitutional Challenges, Final Written Decisions

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Peter Newman

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

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

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

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Ebenezer Ng

NYAG Files Action Against Crypto Trading Platform, Takes Position That ETH Is a Security

On March 9, 2023, the New York State Attorney General’s Office (NYAG) filed a lawsuit charging crypto trading platform KuCoin for “failing to register as a securities and commodities broker-dealer and falsely representing itself…more

Blockchain, Broker-Dealer, Commodities, Crypto Exchanges, Decentralized Finance (DeFi)

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Andrew Nichol

Corporate Sponsorship of Private Funds as an Integrated Asset Finance Platform

In recent years, investment managers sponsored by established corporate enterprises (Corporate Sponsors) and corporate sponsored funds (CSFs) have been established with increasing frequency across a range of sectors, markets and…more

Balance Sheets, Capital Markets, Capital Structures, Fund Managers, Investment Adviser

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Joshua Nickerson

White House Moves To Encourage Fossil Fuel and Critical Mineral Production - The Trump Administration’s First 100 Days

Primarily through the issuance of executive orders, the Trump administration has taken a comprehensive approach across departments to promote the production and use of fossil fuels and critical minerals, and withdraw support for…more

Biden Administration, Coal Industry, Deregulation, Energy Policy, Executive Orders

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Andrea Nicolás

Revisiting Share Repurchases in Volatile Times

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

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

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Lea Niedling

Corporate Sustainability Due Diligence Directive: What Companies in Germany Need To Know

The European Union’s Corporate Sustainability Due Diligence Directive (CSDDD or Directive) entered into force on July 25, 2024, establishing a framework for companies to address risks and adverse impacts on human rights and the…more

Civil Liability, Climate Change, Compliance, Due Diligence, EU

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Benjamin Niehaus

Proposed Legislation Seeks To Prevent Regulatory Limitations on Closed-End Fund Investments in Private Funds

The Increasing Investor Opportunities Act (IIOA), introduced on November 19, 2020, by U.S. Representative Anthony Gonzalez (R-OH), aims to expand closed-end fund participation in private funds. The IIOA, among other things,…more

Business Development Companies, Capital Markets, Closed-End Funds, Division of Investment Management, Investment

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Trevor Nielsen

Law Governing Attorney-Client Privilege for Emails Hosted on Noncompany Servers Continues To Evolve in Delaware

Delaware Rule of Evidence 502(b) codifies the attorney-client privilege and insulates from discovery “confidential communications made for the purpose of facilitating the rendition of professional legal services to the client.”…more

Attorney-Client Privilege, Confidential Communications, Corporate Counsel, Email, Evidence

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Sonia Nijjar

Navigating Inbound M&A in India: An Overview

The inbound M&A landscape in India has been experiencing a significant surge of global interest over the past couple of years. While M&A activity globally has cooled, India has emerged as a destination of choice for companies…more

Acquisitions, Antitrust Division, Capital Markets, Competition, Cross-Border

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Layton Niu

2024 Insights: Corporate Trends

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

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

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Travis Nix

SCOTUS Rejects Constitutional Challenge to Mandatory Repatriation Tax, Holding It Applies to Realized but Undistributed Income of Foreign Corporations

In Moore v. United States, the U.S. Supreme Court rejected a constitutional challenge to the Mandatory Repatriation Tax (MRT), holding that the MRT does tax income — the realized earnings of foreign corporations — and thus is a…more

Commercial Litigation, Constitutional Challenges, Foreign Corporations, Moore v US, Repatriation

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Gregg Noel

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Greg Norman

FCA Finalises Rules Providing Fund Managers a Joint Payment Option for Research and Execution Services

On 9 May 2025, the Financial Conduct Authority (FCA) issued policy statement PS 25/4, setting out, and bringing into force, final rules on investment research payment options for fund managers. The new rules follow the…more

Capital Markets, Disclosure Requirements, Final Rules, Financial Conduct Authority (FCA), Fund Managers

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Jillian Norton

BIS Updates October 2022 Semiconductor Export Control Rules

On October 17, 2023, the U.S. Department of Commerce’s Bureau of Industry and Security (BIS) released two interim final rules to reinforce and expand controls on (a) advanced semiconductors and related computing items (the…more

Bureau of Industry and Security (BIS), China, Deadlines, Entity List, Export Administration Regulations (EAR)

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Ida Nowaid

Private Equity and Sovereign Wealth Interests Converge in US Real Estate

Takeaways - PE activity, both fundraising and investing, has exploded. Sovereign wealth and foreign government pension funds have grown in sophistication, built out in-house capabilities and become increasingly focused on…more

CFIUS, Foreign Investment, Investment, Investment Portfolios, Investors

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Emily Nowlan

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving…more

Acquisitions, Board of Directors, Business Judgment Rule, Commercial Litigation, Corporate Governance

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Lauren NuDelman

Federal and New York City Workplace Vaccination and Testing Mandates: A Primer

Takeaways - Conflicting rulings and a patchwork of injunctions have made it difficult for employers to know how or whether to comply with federal vaccination mandates. The Supreme Court stayed OSHA’s vaccinate-or-test…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Mandates, Federal Contractors, Infectious Diseases

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Pamela Nwaoko

US Imposes New Sanctions Targeting Turkish Government Officials and Entities

In light of Turkey’s military intervention in northeast Syria, President Donald Trump issued, on October 14, 2019, Executive Order 13894 (EO 13894), “Blocking Property and Suspending Entry of Certain Persons Contributing to the…more

Blocked Person, Economic Sanctions, Executive Orders, Foreign Financial Institutions (FFI), General Licenses

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William O'Brien III

Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

In the first nine months of 2022, plaintiffs filed 157 securities class action lawsuits, according to Cornerstone Research — a figure only slightly lower than the 162 filings in the same period in 2021. Looking behind the…more

Acquisitions, Class Action, Corporate Counsel, Forum Selection, Initial Public Offering (IPO)

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Daniel O'Connell

Supreme Court Review of FTC Monetary Relief Authority Threatens Long-Standing Agency Practice

On January 13, 2021, the U.S. Supreme Court is set to hear a case, AMG Capital Management, LLC v. FTC, that could substantially curtail the primary authority the Federal Trade Commission (FTC) relies on to seek monetary relief…more

AMG Capital Management LLC v FTC, Case Consolidation, Disgorgement, Equitable Relief, FTC Act

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Brian O'Connor

Illinois Supreme Court Holds That Biometric Privacy Law Does Not Require Actual Harm for Private Suits

The Illinois Supreme Court ruled that an Illinois biometric privacy law does not require individuals to show they suffered harm other than a violation of the law in order to bring suit. As a result, entities are at a greater…more

Appeals, Article III, Biometric Information, Biometric Information Privacy Act, Class Action

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Patrick O'Gara

UK Consults on Draft Legislation on Transfer Pricing, Permanent Establishments and Diverted Profits Tax

On 28 April 2025, HM Revenue and Customs (HMRC) proposed significant reforms to the UK’s transfer pricing and permanent establishment (PE) rules, and a repeal of the diverted profits tax, bringing that regime within UK…more

Corporate Governance, Corporate Taxes, HMRC, International Tax Issues, New Legislation

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Andrew O'Gwynn

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Dorielle Obanor

A Divided Congress Will Have an Active Investigations Agenda Over the Next Two Years

Democrats, having maintained narrow control of the upper chamber in the midterm elections, likely will remain focused on the issues and industries they prioritized in 2022…more

Big Tech, Bitcoin, China, Climate Change, Cryptocurrency

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Wilf Odgers

PRA Announces Updates to Approach of Responsible Openness to International Banks

On 20 May 2025, the UK Prudential Regulation Authority (PRA) published a policy statement (PS6/25) on business conducted within branches of international banks operating in the UK, as well as its booking model expectations and…more

Banking Sector, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Anita Oh

Utah Becomes First State To Enact AI-Centric Consumer Protection Law

On March 13, 2024, Utah enacted the Utah Artificial Intelligence Policy Act (UAIP), which imposes certain disclosure requirements on entities using generative AI tools with their customers, and limits an entity’s ability to…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Cybersecurity, Disclosure Requirements

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Christine Okike

When Arbitration Meets Bankruptcy: Considering Arbitration Options in the Wake of a Growing Rise in Corporate Insolvencies

The economic hardships brought about by the COVID-19 pandemic have impacted companies globally, leading many to consider both in-court and out-of-court restructurings. Because this trend will likely continue as the long-term…more

Arbitration, Arbitration Agreements, Bankruptcy Code, Commercial Bankruptcy, Federal Arbitration Act

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Richard Oliver

COVID-19 Pandemic Small Business Lending Under the CARES Act’s Paycheck Protection Program

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which became law on March 27, 2020, authorized $349 billion for the Small Business Administration (SBA) to guarantee loans under Section 7(a) of the Small…more

Borrowers, CARES Act, Due Diligence, Lenders, Loan Forgiveness

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Pamela Olson

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

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

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

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Adisa Omido

2024 Insights: Other Regulatory Developments

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

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Dami Omotunde

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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Paul Oosterhuis

GILTI Conscience Podcast | Gearing Up for Pillar Two

Our “GILTI Conscience” team was joined by colleagues Paul Oosterhuis and Eric Sensenbrenner to discuss what companies can expect now that Pillar Two implementation is becoming a reality…more

Corporate Taxes, Foreign Corporations, GILTI tax, International Tax Issues, Tax Cuts and Jobs Act

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Nike Opadiran

Increased Demand for Renewable Energy PPAs Expected To Create Seller-Friendly Market

Takeaways - The widespread adoption of sustainability goals by major corporations has created significant demand for renewable power. That, in turn, is strengthening the hand of producers in negotiations over power…more

Electricity, Energy Projects, Energy Sector, Green Energy, Greenhouse Gas Emissions

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Lauren Oppenheimer

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

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

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

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Eric Otness

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

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

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

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Lane Page

Anonymous Online Speech: Considerations for Victims and Speakers

In today’s world — where social media has become a source of news for many — companies and individuals often find themselves the subject of negative and anonymous online comments. These comments can give rise to legal claims —…more

Anonymity, Appeals, Business Disparagement, Commercial Speech, Copyright Infringement

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James Pak

PTAB Update - March 2023

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

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

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George Panagakis

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

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Vikram Pandit

Fierce Competition Podcast | Antitrust Challenges in Organized Sports: How They Play Out in the EU, UK and US

In the latest episode of our “Fierce Competition” podcast, Skadden attorneys Bill Batchelor, Karen Lent and Vikram Pandit highlight differences — and similarities — in the handling of recent antitrust issues related to organized…more

Antitrust Investigations, Antitrust Provisions, Competition, Competition Authorities, EU

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Anthony Pang

HKEX and SFC Reduce Barriers for Specialist Technology Company IPOs and De-SPACs

查看中文 The Stock Exchange of Hong Kong Limited (HKEX) and Securities and Futures Commission (SFC) have announced a temporary relaxation of the minimum market capitalization requirements for Specialist Technology Company IPOs,…more

Capital Markets, Corporate Governance, HKEx, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC)

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Nigel Pang

Seating an Arbitration in Hong Kong or Singapore: Considering a Decades-Old Conundrum in 2025

The arbitration infrastructure of Hong Kong and Singapore is broadly similar, built on arbitration-friendly legislation, pro-arbitration courts and a consistent reputation for neutrality in the context of arbitration. Indeed, in…more

Appeals, Arbitration Agreements, Arbitration Awards, China, Dispute Resolution

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Ioanna Pantelaki

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019…more

Acquisitions, Amended Rules, Annual Reports, Audit Reports, Compliance

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Sonali Parikh

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Kyoolee Park

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Young Park

2024 Compensation Committee Handbook

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

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

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Jenness Parker

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Andrew Parks

The Evolving Climates in the US and UK for Environmental Damage Claims

The November 2022 United Nations Framework Convention on Climate Change (COP27) spotlighted the political and diplomatic challenges of compensating damages caused by climate change. At the same time, fundamental questions about…more

Appeals, Clean Air Act, Climate Change, Damages, Derivative Tort Claims

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Sidney Morales Parodie

Nasdaq Board Diversity Rules Vacated by the Fifth Circuit

On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity, Diversity and Inclusion Standards (D&I)

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Jeremy Patashnik

Fifth Circuit Merits Panel Vacates Motions Panel’s Stay of Nationwide Injunction of Corporate Transparency Act

On December 26, 2024, the Fifth Circuit merits panel assigned to Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, reinstated a nationwide preliminary injunction enjoining enforcement of the Corporation Transparency Act and its…more

Appeals, Beneficial Owner, Business Entities, Business Ownership, Corporate Transparency Act

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Beatriz Paterno

DOJ White Collar Enforcement Plan Continues To Present Risks for Non-US Companies

Matthew Galeotti’s recent memorandum as head of the Department of Justice’s (DOJ’s) Criminal Division echoes the Trump administration’s “America First” priorities. It directs the Criminal Division to “strike an appropriate…more

Anti-Money Laundering, China, Criminal Prosecution, Department of Justice (DOJ), Economic Sanctions

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Andrew Patrick

Video Gaming / E-Gaming Law Update – September 2021

Main Quest - ‘Mint’ Conditions: NFTs and Video Games - Over the course of the past year, nonfungible tokens (NFTs) have transformed from a relatively niche product for those in the cryptocurrency sector to an increasingly…more

Blockchain, Copyright, Copyright Infringement, eSports, First Amendment

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Brian Paulson

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Doron Pe'er

ISS Issues Updated FAQs on US Executive Compensation Policies for 2025

On December 13, 2024, Institutional Shareholder Services (ISS) issued updated Frequently Asked Questions (FAQ) related to its U.S. Executive Compensation Policies effective for shareholder meetings occurring on or after February…more

Clawbacks, Compensation & Benefits, Corporate Governance, Disclosure Requirements, Equity Compensation

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Olivier Peeters

The Standard Formula: A Guide to Solvency II – Chapter 7: Technical Provisions

“The value of technical provisions should correspond to the amount which another insurance or reinsurance undertaking (the reference undertaking) would be expected to require to take over and fulfil the underlying insurance and…more

Capital Requirements, EU, Financial Institutions, Insurance Industry, Reinsurance

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Joseph Penko

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Elizabeth Perkins

DOJ-Initiated False Claims Act Activity on the Rise

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

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

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Jennifer Permesly

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Thomas Perrot

Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses

On September 29, 2020, the French government published the 2021 Finance Bill, against the backdrop of the COVID-19 crisis and an expected 10.2% reduction in GDP in 2020…more

Business Taxes, Coronavirus/COVID-19, Corporate Taxes, Federal Budget, France

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James Perry

FinCEN Proposes Rule To Strengthen US Anti-Money Laundering and Countering the Financing of Terrorism Programs

The Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has proposed a rule (the Proposed Rule) to implement certain aspects of the Anti-Money Laundering Act of 2020 (the AML Act), which updated the Bank…more

AML/CFT, Anti-Money Laundering, Anti-Terrorism Financing, Bank Secrecy Act, Financial Institutions

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Jerry Pfeffer

"Skadden Energy Law Handbook: Fourth Edition (November 2016)"

Skadden’s Energy Regulation and Litigation Group is pleased to provide the fourth edition of the Skadden Energy Law Handbook, which includes a summary of recent developments. The handbook contains 16 chapters covering a broad…more

Affiliates, Antitrust Provisions, Audits, CFTC, Civil Monetary Penalty

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Nicholas Phillips

USTR Relaunches Exclusion Process for China Section 301 Tariffs

On October 4, 2021, U.S. Trade Representative Katherine Tai announced the restart of an exclusion process that could lead to the reinstatement of certain exemptions from tariffs imposed on Chinese imports under Section 301 of…more

Biden Administration, China, Exclusions, Imports, Public Comment

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Candace Ross Phoenix

California Bill Would Prohibit Settlement Agreements Keeping Certain Information Secret

The California Senate will soon consider a bill prohibiting settlement agreements that prevent disclosing information about defective products or environmental hazards…more

Disclosure Requirements, Manufacturers, Product Defects, Public Health, Settlement Agreements

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Pietro Piazzi

EU’s Proposed Legislation Regulating Cryptoassets, MiCA, Heralds New Era of Regulatory Scrutiny

The European Union’s proposed Markets in Crypto-assets (MiCA) regulation, which includes new regulations for the classification, issuance and admission to trading of cryptoassets, as well as for the provision of services on…more

Cryptoassets, EU, Financial Markets, Financial Services Industry, FinTech

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Sarah Pickering

The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Bradley Pierson

2024 Insights: Antitrust

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

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

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Robert Pincus

Insights: The Delaware Edition - October 2015

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

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

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Drew L. Pollekoff

NYSE Revises Exceptions to Shareholder Approval Rules

On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The amendment…more

Amended Rules, Common Stock, Nasdaq, NYSE, Publicly-Traded Companies

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David Polster

Final ‘Domestically Controlled REIT’ Regulations Retain Corporate Look-Through With Some Modifications

On April 24, 2024, the Treasury Department released final regulations that alter key rules affecting many real estate funds and foreign investors in U.S. real estate…more

Final Rules, FIRPTA, Foreign Investment, Internal Revenue Code (IRC), Mortgage REITS

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Loren Ponds

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Ryne Posey

New Developments on the FTC Noncompete Ban: Ryan, LLC v. FTC Decision

On July 3, 2024, in Ryan v. Federal Trade Commission, a district court in the Northern District of Texas preliminarily enjoined the implementation and enforcement against the plaintiff and plaintiffs-intervenors of a Federal…more

Appeals, Employer Liability Issues, Employment Contract, Employment Litigation, Federal Bans

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Michael Powell

Food and Beverage Labeling Litigation: Recent Trends

The food and beverage industries introduced numerous technologies and products over the past year and a half that have raised new questions about advertising practices and presented novel legal issues regarding how goods are…more

Beverage Manufacturers, Coronavirus/COVID-19, False Advertising, Federal Trade Commission (FTC), First Amendment

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Emily Prezioso Walsh

SEC Approves New Model for Auditor Reports

On October 23, 2017, the U.S. Securities and Exchange Commission (SEC) approved the Public Company Accounting Oversight Board’s (PCAOB) proposed new model for auditor reports. As we covered in our alert when the PCAOB adopted…more

Audit Reports, Auditors, PCAOB, Securities and Exchange Commission (SEC)

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Christopher Proctor

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

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

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

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Maria Protopapa

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

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

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Christina Pryor

Skadden's 2020 Insights

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

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

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Andrew Quinn

JAMS Adopts Mass Arbitration Procedures and Guidelines

On May 1, 2024, JAMS, the world’s largest private alternative dispute resolution (ADR) provider, released its Mass Arbitration Procedures and Guidelines (Procedures) and an accompanying Mass Arbitration Procedures Fee Schedule…more

Arbitration, Arbitrators, Dispute Resolution, Fees, New Guidance

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Mayté Quinn Salazar

GILTI Conscience Podcast | An In-Depth Look at International Tax in Africa: Part 1

In the first of a two-part “GILTI Conscience” series, we detail transfer pricing across the African continent, as well as taxation in the region generally. Skadden partners Nate Carden and David Farhat and associates Mayté…more

Africa, Tax Planning, Transfer Pricing

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Vered Rabia

2024 Insights: Corporate Trends

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

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

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Scott Rabinowitz

IRS Issues Initial Guidance for New Excise Tax on Stock Buybacks and Corporate Alternative Minimum Tax

On December 27, 2022, the IRS issued two notices providing key initial guidance for the new excise tax on corporate stock buybacks and the new corporate alternative minimum tax (CAMT). Both the excise tax and the CAMT were…more

Acquisitions, Alternative Minimum Tax, Bootstrapping, Corporate Counsel, Excise Tax

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Joshua Rabon

Observations on Notice 2023-80: The Treasury Department and IRS’ Preliminary Guidance on the Interaction of Foreign Tax Credit and Dual Consolidated Loss Rules With Pillar Two Taxes and the Extension of Notice 2023-55 Relief Period

On December 11, 2023, the Department of the Treasury (the Treasury Department) and the Internal Revenue Service (IRS) released much-anticipated guidance in Notice 2023-80 (Notice) announcing their intention to issue proposed…more

Foreign Tax Credits, Internal Revenue Code (IRC), IRS, Partnerships, Pillar 2

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Anand Raman

State Attorneys General May Fill Enforcement Void Left by Shift in Federal Priorities

Key Points - - State AGs nationwide are focusing on initiatives in data privacy, cybersecurity, consumer protection and securities fraud. - Special areas of concern also include AI and online privacy and protections for…more

Artificial Intelligence, Consumer Privacy Rights, Consumer Protection Laws, Cybersecurity, Data Breach

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Joseph Rancour

Trump 2.0 Antitrust Policy Is Likely To Be More Predictable but Not Lax

Key Points - Strong antitrust enforcement is expected to continue, but without the use of the novel and untested legal theories that defined the Biden administration approach. - Regulators are likely to continue to focus on…more

Antitrust Provisions, Antitrust Violations, Big Tech, Competition, Department of Justice (DOJ)

See all updates »

Lindsey Randall

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

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

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

See all updates »

Cayne Randle

Final ‘Domestically Controlled REIT’ Regulations Retain Corporate Look-Through With Some Modifications

On April 24, 2024, the Treasury Department released final regulations that alter key rules affecting many real estate funds and foreign investors in U.S. real estate…more

Final Rules, FIRPTA, Foreign Investment, Internal Revenue Code (IRC), Mortgage REITS

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Laura Rann

AI and Patent Law: Balancing Innovation and Inventorship

A new surge in business innovation has arrived as companies take advantage of the unique efficiencies and benefits of artificial intelligence (AI). Recent news headlines about chatbots like ChatGPT and Bard highlight the…more

Artificial Intelligence, Bots, Business Operations, Copyright, Innovative Technology

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Gregory Ranzini

Insights: The Delaware Edition - June 2023

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

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

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James Rapp

Conflict Minerals Disclosures Due May 31, 2024

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than May 31, 2024. The conflict minerals disclosure rules and related guidance have remained at a…more

Conflict Mineral Rules, Disclosure Requirements, Filing Deadlines, Filing Requirements, Form SD

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Maria Raptis

FTC Blocks Tapestry/Capri ‘Affordable Luxury’ Deal, but Court Applies Traditional Horizontal Merger Analysis

On October 24, 2024, the Federal Trade Commission (FTC) succeeded in blocking the proposed merger of Tapestry and Capri Holdings, which would combine popular fashion brands such as Coach, Kate Spade and Michael…more

Antitrust Division, Competition, Department of Justice (DOJ), Fashion Industry, Federal Trade Commission (FTC)

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Raza Rasheed

Ruling on Issue of First Impression, Ninth Circuit Issues Decision on Statutory Standing in Direct Listing Cases

On September 20, 2021, in the first case by a U.S. Court of Appeals to have considered the issue, the Ninth Circuit U.S. Court of Appeals held that a shareholder plaintiff had statutory standing to pursue claims under Sections…more

Capital Markets, Direct Listing, Initial Public Offering (IPO), NYSE, Publicly-Traded Companies

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Bora Rawcliffe

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

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John Rayis

"Extenders Bill Makes Important REIT Reforms and Closes Door on REIT Spinoffs"

President Obama signed into law a bill that will significantly reform the taxation of real estate investment trusts (REITs). Most notably, the Protecting Americans from Tax Hikes Act of 2015 (the Bill) prevents companies from…more

Capital Gains, Corporate Taxes, FIRPTA, REIT, Spinoffs

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Amanda Raymond Kalantirsky

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

See all updates »

Ibrahim Raza

The Standard Formula: A Guide to Solvency II – Chapter 12: Undertakings in Difficulty

Undertakings in difficulty, in the context of Solvency II, refers to insurers that are either failing or likely to fail to meet their solvency capital requirement (SCR) or their minimum capital requirement (MCR) (together, the…more

Bank Recovery and Resolution Directive (BRRD), Capital Requirements, EIOPA, EU, European Parliament

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Amr Razzak

Navigating Inbound M&A in India: An Overview

The inbound M&A landscape in India has been experiencing a significant surge of global interest over the past couple of years. While M&A activity globally has cooled, India has emerged as a destination of choice for companies…more

Acquisitions, Antitrust Division, Capital Markets, Competition, Cross-Border

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David Reamer

"Bank Regulators Eye Leveraged Lending"

Historically low interest rates in the United States have helped to fuel tremendous growth in leveraged loans. Leveraged loan volume in 2013 surpassed record levels set just prior to the global financial crisis, as banks and…more

Banks, FDIC, Federal Reserve, Financial Regulatory Reform, Leveraged Loans

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Lisa Marie Rechden

Government Contractor Settles FCA Case Over Cybersecurity Maturity Model Certification Violations

On March 26, 2025, the Department of Justice (DOJ) entered into a settlement agreement with MORSECORP, Inc. (MORSE), resolving False Claims Act (FCA) allegations that MORSE submitted false claims for payment under Department of…more

Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Department of Defense (DOD), Department of Justice (DOJ), Enforcement Actions

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Noelle Reed

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Abigail Reeves

FCA Finalises Rules Providing Fund Managers a Joint Payment Option for Research and Execution Services

On 9 May 2025, the Financial Conduct Authority (FCA) issued policy statement PS 25/4, setting out, and bringing into force, final rules on investment research payment options for fund managers. The new rules follow the…more

Capital Markets, Disclosure Requirements, Final Rules, Financial Conduct Authority (FCA), Fund Managers

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Leslie Reid

Khouri: Is UK-US Extradition on Its Way to Becoming an Ex-Tradition?

On 12 February 2025, the UK Supreme Court handed down its decision in El-Khouri v Government of the United States of America (El-Khouri), declining to extradite Joseph El-Khouri to the US. The ruling marks a pivotal moment in…more

AML/CFT, Anti-Corruption, Criminal Investigations, Criminal Prosecution, Enforcement Actions

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Tara Reinhart

Trump 2.0 Antitrust Policy Is Likely To Be More Predictable but Not Lax

Key Points - Strong antitrust enforcement is expected to continue, but without the use of the novel and untested legal theories that defined the Biden administration approach. - Regulators are likely to continue to focus on…more

Antitrust Provisions, Antitrust Violations, Big Tech, Competition, Department of Justice (DOJ)

See all updates »

Emily Reitmeier

Anti-Bribery and Corruption Risks Remain Despite FCPA Enforcement Pause

On February 10, 2025, President Donald Trump signed an executive order directing the U.S. attorney general, Pam Bondi, to pause Foreign Corrupt Practices Act (FCPA) actions for 180 days until she issues revised FCPA enforcement…more

Anti-Corruption, Compliance, Corruption, Department of Justice (DOJ), Enforcement Actions

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Charles Ricciardelli

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Anya Richter Hodes

How the New Proxy Rules Will Affect US Companies Facing Activist Campaigns

Shareholder meetings held this year are subject to new rules that require both companies and activist shareholders to use “universal” proxy cards in contested board elections. Until now, the company and the dissident shareholder…more

Activist, Board of Directors, Bylaws, New Rules, Proxy Season

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Patrick Rideout

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Parker Rider-Longmaid

Supreme Court Could Soon Rule on the Merits in Challenges to the Trump Administration - The Trump Administration’s First 100 Days

The U.S. Supreme Court has taken a cautious approach to the Trump administration’s wide-ranging actions…more

Appeals, Constitutional Challenges, Executive Orders, Immigrants, Immigration Procedures

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William Ridgway

Cybersecurity Trends in the Digital Asset Space

After years of regulatory uncertainty, the Trump administration has signaled a new approach to digital assets, including by establishing a working group focused on digital assets and nominating crypto-friendly chairs to the SEC…more

Artificial Intelligence, Blockchain, CFTC, Cryptocurrency, Cybersecurity

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David Rievman

New Proposed Regulations Aim To Overhaul Tax-Free Spin-Off Rules

On January 16, 2025, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published new proposed regulations related to tax-free spin-offs and split-offs (collectively, spin-offs) and other corporate…more

Compliance, Corporate Taxes, Income Taxes, Internal Revenue Code (IRC), IRS

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Alex Rigby

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in…more

Antitrust Division, Australia, Board of Directors, Climate Change, COP

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Connor Riser

Insights - September 2024

In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse topics…more

Acquisitions, Administrative Procedure Act, Artificial Intelligence, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System

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Rebecca Ritchie

Unhappy Lenders Challenge Aggressive Debt Exchanges

Takeaways - Loan agreement provisions allowing borrowers to repurchase their loans to take advantage of steep debt discounts and restructure their debt became popular in the wake of the financial crisis. The meaning of some…more

Banking Sector, Chapter 11, Consumer Financial Products, Consumer Lenders, Credit Agreements

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TJ Rivera

Insights: The Delaware Edition - June 2023

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

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

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Sarah Beth Rizzo

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several transactions…more

Federal Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Management, IRS

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Graham Robinson

"Key Takeaways: Fifth Annual Pharmaceutical and Medical Device Seminar"

On November 17, 2015, a group of Skadden attorneys and corporate counsel joined representatives from more than 20 life sciences companies to discuss U.S. enforcement issues companies throughout the industry face. The key…more

Anti-Kickback Statute, Attorney General, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions

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Stephen Robinson

Cross-Border Investigations Update - September 2019

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

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

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Anastasia Rockas

Fifth Circuit Merits Panel Vacates Motions Panel’s Stay of Nationwide Injunction of Corporate Transparency Act

On December 26, 2024, the Fifth Circuit merits panel assigned to Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, reinstated a nationwide preliminary injunction enjoining enforcement of the Corporation Transparency Act and its…more

Appeals, Beneficial Owner, Business Entities, Business Ownership, Corporate Transparency Act

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Jaclyn Roeing

GILTI Conscience Podcast | Spotlight Series: Pro Bono Opportunities in the Tax World

The latest episode of Skadden’s “GILTI Conscience” podcast spotlights how, despite perceptions to the contrary, tax attorneys have a wealth of opportunities to do pro bono work focused on their area of law. Hosts Nate Carden,…more

GILTI tax, Income Taxes, Pro Bono, Tax Planning

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Michael Rogan

"Checklist of Matters to Be Considered for the 2015 Annual Meeting and Reporting Season"

As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we…more

Annual Meeting, Bylaws, Conflict Mineral Rules, Corporate Governance, Disclosure Requirements

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Jeff Romero

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several transactions…more

Federal Taxes, Income Taxes, Internal Revenue Code (IRC), Investment Management, IRS

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Stefania Rosca

Delaware Courts Expand Plaintiffs’ Rights in Section 220 Cases

The rise in Section 220 demands (and related lawsuits) has resulted in several recent opinions that continue a trend in favor of greater access for stockholders to corporate books and records. These decisions, which are analyzed…more

Books & Records, Breach of Duty, Data Breach, Defense Strategies, Delaware General Corporation Law

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Nina Rose

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

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

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

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Kara Roseen

DOJ and SEC Issue Second Edition of the FCPA Resource Guide

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

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

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Tyler Rosen

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Lauren Rosenello

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Delaware General Corporation Law

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Allison Rosensteel

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Marcel Rosner

Fintech Deal Landscape to Remain Active in 2018

A wide range of players participated in hundreds of financial technology (fintech) transactions in 2017, and the high level of global M&A and investment activity in fintech is expected to continue this year. Deals included…more

Acquisitions, Banking Sector, Cross-Border Transactions, Financial Institutions, FinTech

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Natalia Rotaru

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

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

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

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Sam Rothbloom

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Clive Rough

"The New SAFE Regulations: A Sea Change in PRC-Related Financing?"

New regulations issued by the State Administration of Foreign Exchange (SAFE) of the People’s Republic of China (the PRC) became effective on 1 June 2014. These regulations (the Regulations) will have a significant effect on the…more

China, Cross-Border Transactions, Financing, Lenders, SAFE

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Maria Roussi

The European Commission’s Revised Market Definition Notice: A New Approach to Digital Markets

On February 8, 2024, the European Commission (EC) adopted a revised Market Definition Notice (revised Notice). The revised Notice confirms the EC’s and EU courts’ existing approach to understanding dynamic and innovative markets…more

Antitrust Division, Competition, Competition Authorities, EU, European Commission

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Cassie Routh

IRS Announces Plans To Increase Audits of Personal Use of Business Aircraft

On February 21, 2024, the Internal Revenue Service (IRS) announced plans to commence a focused audit effort targeting private aircraft usage by dozens of large corporations, large partnerships and high-income individual…more

Aircraft, Business Taxes, Business Travel, Corporate Taxes, Income Taxes

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Cormac Ruiz

UK Publishes First Sanctions Strategy and New Licensing Guidance

On 22 February 2024, shortly before the second anniversary of Russia’s invasion of Ukraine, the UK government published its first sanctions strategy (the Strategy). The Strategy explains the UK’s use and implementation of…more

Belarus, Economic Sanctions, EU, Foreign Policy, International Trade

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Jennifer Ruiz

California Attorney General Warns That FCPA Violations Are Still Actionable Under State Law

Key Points -- - The FCPA remains valid and enforceable U.S. law, and violations of the law may serve as a predicate offense under state and local laws. - Companies should be prepared for continued enforcement of…more

Anti-Corruption, California, Corporate Governance, Enforcement Actions, Executive Orders

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Sarah Runnells Martin

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving…more

Acquisitions, Board of Directors, Business Judgment Rule, Commercial Litigation, Corporate Governance

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Cameron Russell

UK Public M&A in 2020 – H2 Update

In this update, we consider certain key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced…more

Acquisitions, Coronavirus/COVID-19, Foreign Investment, Mergers, National Security

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Jason Russell

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Diane Ryan

"IRS Issues Alert on Phishing Scheme to Obtain Payroll Data"

The Internal Revenue Service (IRS) recently issued an alert regarding a phishing email scheme in which cybercriminals pose as governmental officials or company executives and request employee payroll and tax data, including W-2s…more

Corporate Executives, Cyber Crimes, Email, Government Officials, IRS

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Feargal Ryan

The PRA’s Views on the BPA Market and the Matching Adjustment Investment Accelerator

In a recent speech, Gareth Truran, the executive director of insurance supervision at the UK Prudential Regulation Authority (PRA), set out observations on growth in bulk purchase annuity (BPA) deals. The number of BPA deals is…more

Bulk Purchasing, Financial Regulatory Reform, Insurance Industry, Investment, Pensions

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Jennifer Sabin

"Treasury and IRS Release FATCA Regulations"

New Regulations Address Some Concerns and Coordinate FATCA Rules with Other Reporting and Withholding Rules - On February 20, 2014, the Department of the Treasury and the IRS issued a comprehensive set of final and…more

FATCA, IGAs, IRS, U.S. Treasury

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Evan Saffren

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

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

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

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Emily Safko

DEI Under Siege: A Guide to the Trump Executive Orders

Key Points - - The new administration’s effort to eliminate most DEI programs extends beyond the federal government to major corporations, foundations, non-profits, professional organizations and educational institutions. -…more

Affirmative Action, Civil Rights Act, Corporate Counsel, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I)

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Ginetta Sagan

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

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

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

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Isaac Saidel-Goley

Courts Weigh ERISA Fiduciary Duty Pleading Standards and Limit Arbitration Clauses

Takeaways - The Supreme Court heard arguments in December 2021 in a case that could raise the bar for pleading ERISA fiduciary claims. A split developed in the circuits in 2021 on the arbitrability of ERISA claims, with…more

401k, Breach of Duty, Employee Retirement Income Security Act (ERISA), Fiduciary Duty, Hughes v. Northwestern University

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Michael Saliba

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

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

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

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Michael Salik

Video Gaming / E-Gaming Law Update – February 2022

[co-author: Avanthi Cole] Main Quest - How To Tell ROM From Right - As we review some of the more prominent legal issues that impacted the video game industry this past year and consider what 2022 may have in store, one…more

Copyright, DMCA, eSports, Gaming, Intellectual Property Protection

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Risa Salins

Employment Flash - October 2020

This edition of Employment Flash summarizes key employment law issues, including the Department of Labor's proposal for determining independent contractor status, revised DOL regulations that clarify who qualifies for COVID-19…more

Administrative Procedure Act, Amended Rules, Arbitrary and Capricious, Bias, California

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Susan Saltzstein

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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P. Anthony Sammi

Video Gaming / E-Gaming Law Update - February 2021

The end of 2020 marked a major turning point for the video game industry on numerous fronts: The precipitous rise in popularity of — and participation in — esports (bolstered, in part, by stay-at-home orders due to the COVID-19…more

Biden Administration, DMCA, Endorsements, Entertainment Industry, eSports

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Marc Sana

SEC Risk Alert Describes Examination Areas for Newly Registered Advisers

On March 27, 2023, the Securities and Exchange Commission’s (SEC’s) Division of Examinations issued a Risk Alert setting forth typical focus areas reviewed by the staff during its examinations of newly registered advisers. The…more

Advertising, Broker-Dealer, Compliance, Disclosure Requirements, Investment Adviser

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Adriane Sanchez

2024 Insights: Corporate Trends

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

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

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Marius Sander

Insights: The Delaware Edition - December 2023

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

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

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Joe Sandman

President-Elect Trump Announces Intent To Impose Tariffs on Goods Imported From Canada, Mexico and China

On November 25, 2024, President-elect Donald Trump announced that, on his first day in office, he would impose new tariffs on all imports from Canada, Mexico and China. Specifically, in posts on the social media platform…more

Asia Pacific, Canada, China, Imports, International Emergency Economic Powers Act (IEEPA)

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Christopher Santoli

The Class Action Chronicle - Fall 2014

This is the fifth edition of The Class Action Chronicle, a quarterly publication that provides an analysis of recent class action trends, along with a summary of class certification and Class Action Fairness Act rulings issued…more

Antitrust Litigation, CAFA, Class Action, Class Certification, Fraud

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Alexa Santry

Reminder: New Jersey Pay-to-Play Form BE Due March 31, 2025

The annual filing for state and local contractors required under New Jersey Chapter 271 (Form BE) is due March 31, 2025. As we have described in previous client alerts, this report must be filed by a business entity if it…more

Business Entities, Compliance, Contractors, Government Agencies, New Jersey

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Robert Saunders

Inside the Courts – An Update From Skadden Securities Litigators - March 2022

Class Certification - Central District of California Denies Class Certification in Securities Fraud Action Concerning Company’s Purchase of ADRs - Stoyas v. Toshiba Corp., No. 2:15-cv-04194 (C.D. Cal. Jan. 7, 2022) -…more

Class Action, Class Certification, Delaware General Corporation Law, Derivative Suit, Enforcement Actions

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Leila Sayegh

Corporate Trends and Financing - March 2024

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

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

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Kasonni Scales

California District Court Dismisses Derivative Suit Against Facebook Board Members and Executives Challenging Alleged Lack of Diversity

On March 19, 2021, the United States District Court for the Northern District of California ordered the dismissal of Natalie Ocegueda v. Zuckerberg, Case No. 20-cv-04444-LB, a shareholder derivative suit purportedly on behalf of…more

Board of Directors, Demand Futility, Derivative Suit, Diversity, Facebook

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Michelle Scheffler

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

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

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

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Mark Schlackman

Skadden's 2019 Insights: Recent Trends in Renewable Energy

The renewable energy sector has benefited in recent years from its growing cost-competitiveness, favorable climate change-related policies, and significant new capital investment from traditional and nontraditional debt and…more

Climate Change, Construction Project, Energy Sector, Energy Tax Incentives, Environmental Policies

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Matthias Schlau

UK Enacts a New Digital Regime Regulating the Conduct of Major Tech Platforms

The Digital Markets, Competition and Consumers Act (DMCC or the Act), adopted on 24 May 2024, empowers the Competition and Markets Authority (CMA) to regulate the conduct of major tech platforms…more

Appeals, Corporate Counsel, Digital Marketplace, Digital Markets Strategy, Enforcement

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Resa Schlossberg

2024 Insights: Other Regulatory Developments

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

Acquisitions, Artificial Intelligence, CFIUS, China, Cybersecurity

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Caspar Schmelzer

SPACs Considering German Targets Face Unique Challenges

Takeaways - German technology and mid-cap growth companies may find a combination with a U.S. SPAC appealing, but must prepare to meet public capital market requirements. Arranging adequate PIPE funding is crucial to the…more

Capital Markets, Corporate Governance, Initial Public Offering (IPO), Listing Rules, Private Investment in Public Equity (PIPEs)

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Ruediger Schmidt-Bendun

COVID-19: Germany Update - How Will the Pandemic Affect Private M&A Deals in Europe?

The COVID-19 pandemic has heavily disrupted M&A activity around the globe and many projects have been put on hold. However, as soon as the pandemic is beyond its peak and lockdown measures have been eased, sellers and buyers are…more

Acquisitions, Buyers, Coronavirus/COVID-19, EU, Fixed Price Contracts

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Marco Schnabl

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

NAFTA’s Future Looks Increasingly Uncertain - The United States, Mexico and Canada have now completed the fifth round of negotiations concerning the renegotiation of NAFTA, and the future of the treaty is looking increasingly…more

Anti-Corruption, Anti-Dumping Duty, Bonds, Canada, Cuba

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David Schneider

The Tax Court Offers a Mixed Bag in the Mylan Case

In Mylan, Inc. & Subsidiaries v. Commissioner, 156 T.C. No. 10 (April 27, 2021), the Tax Court held that legal expenses incurred by a manufacturer of generic pharmaceutical drugs for the preparation, assembly and transmittal of…more

Abbreviated New Drug Application (ANDA), FDA Approval, Food and Drug Administration (FDA), Generic Drugs, Internal Revenue Code (IRC)

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Jessica Schneider

FTC and DOJ Propose Dramatic Expansion of HSR Filings’ Scope

On June 27, 2023, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the Agencies) jointly released a Notice of Proposed Rulemaking (NPRM) proposing sweeping changes to the premerger filings…more

Antitrust Division, Competition, Department of Justice (DOJ), Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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Allison Schneirov

Thoughts for Boards of Directors on the COVID-19 Crisis

Although different in some important respects and rapidly evolving, the global pandemic shares many of the characteristics of other broadscale crisis situations that prior boards of directors have confronted and managed through…more

Board of Directors, Coronavirus/COVID-19, Corporate Governance, Customers, Cybersecurity

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Paul Schnell

US-Mexico Agreement Signals Mexican Foreign Investment Screening Body To Come

On December 7, 2023, U.S. Secretary of the Treasury Janet L. Yellen and Mexico’s Secretary of Finance and Public Credit Rogelio Ramírez de la O signed a Memorandum of Intent (MOI) to establish a bilateral working group to…more

Biden Administration, CFIUS, Cross-Border, FIRRMA, Foreign Direct Investment

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Joshua Schoch

The Class Action Chronicle - December 2022

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

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

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Paul Schockett

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Erica Schohn

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Rodd Schreiber

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

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

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

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Ethan Schultz

"Trump Infrastructure Plan May Open Opportunities for Projects"

After nearly two decades of widening concern over the declining state of U.S. infrastructure, it was not surprising that infrastructure became a central theme in the 2016 election cycle. Improving our nation’s transportation,…more

Construction Project, Federal Grants, Fixing America’s Surface Transportation Act (FAST Act), Infrastructure, Investment Tax Credits

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David Schwartz

Court Blocks Certain Key Provisions of DEI Executive Orders, but Employers Should Continue Reviewing Practices and Policies

On February 21, 2025, the U.S. District Court for the District of Maryland paused the enforcement of certain portions of the Trump administration’s executive orders related to diversity, equity and inclusion (DEI) efforts…more

Constitutional Challenges, Diversity and Inclusion Standards (D&I), Employer Liability Issues, Enforcement Actions, Equal Employment Opportunity Commission (EEOC)

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Erich Schwartz

Supreme Court Applies Statute of Limitations to SEC Disgorgement Orders

In a unanimous decision issued on June 5, 2017, the U.S. Supreme Court, in Kokesh v. SEC, 581 U.S. ___, held that disgorgement in securities enforcement cases is a “penalty” within the meaning of 28 U.S.C. § 2462, the general…more

Disgorgement, Enforcement Actions, Kokesh v SEC, Penalties, SCOTUS

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Jordan Schwartz

The Class Action Chronicle - May 2024

In Cheapside Minerals, Ltd. v. Devon Energy Production Co., L.P., 94 F.4th 492 (5th Cir. 2024), the U.S. Court of Appeals for the Fifth Circuit addressed an unresolved question regarding the local controversy exception under the…more

Appeals, CAFA, Class Action, Class Certification, Damages

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Kenneth Schwartz

FTC Announces 2025 HSR Thresholds and Filing Fees as Challenges to New HSR Rules Loom

On January 10, 2025, the Federal Trade Commission (FTC) announced revised notification thresholds and filing fees under the Hart-Scott-Rodino Act (HSR Act), as required by Section 7A of the Clayton Act. If a proposed merger,…more

Acquisitions, Administrative Procedure Act, Antitrust Provisions, Congressional Review Act, Federal Trade Commission (FTC)

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Michael Schwartz

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Daniel Scime

Cybersecurity Challenges and Incident Response Preparedness During the Coronavirus Pandemic

The spread of the novel coronavirus has upended Americans’ lives in a matter of months. While life outside has ground to a standstill in many regions of the country, much of corporate America is meeting the unique challenges…more

Best Practices, Coronavirus/COVID-19, Corporate Executives, Cyber Attacks, Cybersecurity

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Jake Seaboch

FCC Council on National Security Launches Investigation of Businesses Linked to the Chinese Communist Party

In its first major initiative, on March 21, 2025, the Federal Communications Commission’s (FCC’s) newly formed Council on National Security (Council) launched an investigation into the “ongoing U.S. operations” of businesses…more

China, Cybersecurity, Enforcement Actions, FCC, Investigations

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Sahar Segal

A Growing Focus on Cybersecurity

President Joe Biden has been fulfilling his promise to prioritize cybersecurity in his administration: He issued several cybersecurity-related executive orders, and federal regulators under his administration also have turned…more

Biden Administration, Cybersecurity, Data Breach, Data Privacy, Data Protection

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Greg Seidner

Political Changes Are Unlikely To Fundamentally Alter Key Sanctions

Key Points - - Political transitions in the West notwithstanding, we expect economic sanctions to remain a key response to geopolitical issues. - Current sanctions policy priorities are unlikely to shift markedly in the…more

China, Cybersecurity, Data Security, Economic Sanctions, Enforcement Actions

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Tori Sellwood

Challenging Exit and Debt Conditions Prompt Financial Sponsors To Adopt Workarounds

The challenges facing financial sponsors in the past couple of years have been widely discussed. Their funds have amassed over $1 trillion in dry powder that they are competing to deploy in a weak exit market…more

Acquisitions, Banking Sector, Financial Institutions, Financial Markets, Initial Public Offering (IPO)

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Tom Selwyn Sharpe

EU Court of Justice Faults European Commission for Expansive Interpretation of State Aid in Tax Rulings

On November 8, 2022, the Court of Justice of the European Union (CJEU), overturning the first instance EU General Court (General Court), annulled the European Commission’s (EC’s) decision that a Luxembourg tax ruling on Fiat’s…more

Court of Justice of the European Union (CJEU), EU, European Commission, International Tax Issues, Luxembourg

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Eric Sensenbrenner

Possible Tax Reforms Could Run Up Against Deficit and Debt Concerns

Key Points - - Many of the tax reform suggestions President-elect Trump floated during the campaign would result in significant revenue loss, which could mean they will face resistance from Republicans concerned about budget…more

Budget Reconciliation, Corporate Taxes, Debt, Deficit Reduction, Internal Revenue Code (IRC)

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Anke Sessler

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Margot Sève

UK, France and Switzerland Focus on Enforcement With New Anti-Corruption Taskforce

On 20 March 2025, enforcement authorities in the UK, France and Switzerland announced the creation of the International Anti-Corruption Prosecutorial Taskforce. The taskforce is comprised of: - The UK’s Serious Fraud Office…more

Anti-Corruption, Bribery, Compliance, Corporate Governance, Criminal Prosecution

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Lauren Sexton

Seventh Circuit Decision Outlines Framework To Allow Courts To Evaluate Individual Mootness Fees in Merger Challenge Lawsuits

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal of…more

Corporate Governance, Federal Rules of Civil Procedure, Mergers, Mootness, Publicly-Traded Companies

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Vartan Shadarevian

FinCEN Issues Long-Awaited Proposed Rule To Implement New Beneficial Ownership Reporting Requirements

On December 7, 2021, the Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued a highly anticipated notice of proposed rulemaking (the Proposed Rule) to implement the beneficial ownership reporting…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), Financial Institutions

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Robin Shah

The E-Discovery Digest - March 2018

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

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

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Joshua Shainess

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain…more

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

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Andrew Shanahan

Are the FTC and DOJ Losing Antitrust Battles but Gaining Ground?

The Department of Justice (DOJ) Antitrust Division — for the third time in the span of a year — recently failed to convince a jury that alleged agreements to fix or stabilize labor markets should be punished criminally. It was…more

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

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Nicola Kerr-Shaw

Fintech Focus Podcast | Responding to a Cyber Attack – Key Considerations for GCs and CISOs

As companies shift their thinking from “if” a cyberattack will happen to “when” an attack hits, the key differentiator in how a company emerges from an attack is often dictated by preparation and strategic planning in order to…more

Corporate Governance, Cyber Attacks, Cybersecurity, Data Privacy, Enforcement Actions

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Farai Vyamucharo-Shawa

Insights: The Delaware Edition - December 2023

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

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

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Catrina Shea

Uptier Exchange Transactions Remain in Vogue, Notwithstanding Litigation Risk

The U.S. leveraged loan market has grown exponentially since the end of the Great Recession. From 2010 to 2020, loan volumes have risen from approximately $500 billion to nearly $1.2 trillion. This ballooning loan volume can be…more

Capital Markets, Collateralized Loan Obligations, Corporate Restructuring, Covenant of Good Faith and Fair Dealing, Implied Covenants

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Michael Sheerin

Antitrust Division Updates Its Corporate Compliance Guidance for Criminal Investigations

The U.S. Department of Justice’s Antitrust Division recently updated its Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations (Compliance Guidance). This latest iteration of the guidance largely takes…more

Antitrust Division, Artificial Intelligence, Competition, Compliance, Criminal Prosecution

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Eileen Sherman

Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices

On January 29, 2020, Skadden hosted the webinar “Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices” presented by panelists Michael Bergmann, Executive Compensation and Benefits counsel;…more

#MeToo, Compensation & Benefits, Contract Terms, Corporate Governance, Disclosure Requirements

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Chetan Sheth

Will Europe’s M&A Boom Survive Stricter Regulation, Shareholder Resistance and COVID?

Takeaways - Although deal flow continues to be strong, stricter antitrust and national security reviews may pose obstacles for some mergers. Financial sponsors remain very active, and with more corporate divestitures appearing…more

Acquisitions, CFIUS, Competition, Competition Authorities, Coronavirus/COVID-19

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Kimberly Shi

‘America First Investment Policy’ Aims To Reshape CFIUS and ‘Reverse CFIUS’

On February 21, 2025, the White House released President Donald Trump’s “America First Investment Policy” memorandum (Investment Policy), which outlined several initiatives to incentivize investment from U.S. allies and partners…more

CFIUS, China, Foreign Investment, Foreign Policy, Investment

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Sean Shimamoto

Newly Proposed Regulations Provide Much-Needed Guidance on Federal Energy Tax Credit Monetization Provisions

On June 21, 2023, the Treasury Department (Treasury) and Internal Revenue Service (IRS) published proposed regulations (88 FR 40528 and 88 FR 40496) under two key provisions of the Inflation Reduction Act of 2022 (IRA) designed…more

Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS, Production Tax Credit

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Loren Shokes

China Intends To Ease Controls Over Cross-Border Data Transfers

On September 28, 2023, the Cyberspace Administration of China (CAC) published the draft Provisions on Regulating and Promoting Cross-Border Data Transfers (Draft Provisions). If adopted into law in their current form, the Draft…more

China, Cross-Border, Cross-Border Transactions, Cybersecurity, Data Privacy

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Yan Shurin

Convertible Notes, Accelerated Share Repurchases and Other Equity-Linked Instruments: Challenges and Opportunities in 2023

Increased volatility and reductions in asset values in the equity markets, coupled with rising interest rates and a slowing macroeconomic environment, have affected a wide range of equity-linked products. Continuation of these…more

Borrowers, Convertible Notes, Equity, Interest Rates, Investment

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Amaury Sibon

"Antitrust and Competition: Trends in US and EU Merger Enforcement"

Merger activity in 2015 was at its highest level in years, and competition authorities in the U.S. and European Union continued to be very aggressive, challenging a number of high-profile deals in court and causing some parties…more

Antitrust Investigations, Comcast, Competition, Corporate Counsel, Department of Justice (DOJ)

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Zachary Siegler

Recent Antitrust Developments Underscore Administration’s Focus on Labor Markets

As the Biden Administration enters its second year, the White House and antitrust enforcers at the Department of Justice (DOJ) and the Federal Trade Commission (FTC) continue to focus on the intersection between antitrust and…more

Antitrust Provisions, Biden Administration, Competition, Coronavirus/COVID-19, Department of Justice (DOJ)

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Chad Silverman

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

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Joshua Silverstein

FCC Council on National Security Launches Investigation of Businesses Linked to the Chinese Communist Party

In its first major initiative, on March 21, 2025, the Federal Communications Commission’s (FCC’s) newly formed Council on National Security (Council) launched an investigation into the “ongoing U.S. operations” of businesses…more

China, Cybersecurity, Enforcement Actions, FCC, Investigations

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Danielle Simms

Recent SEC Cyber-Related Enforcement Actions Emphasize the Importance of Robust Disclosure Controls

On October 22, 2024, the Securities and Exchange Commission (SEC) announced enforcement actions against several technology companies for making materially misleading disclosures regarding cybersecurity risks and intrusions. One…more

Cyber Attacks, Cybersecurity, Disclosure Requirements, Enforcement Actions, Publicly-Traded Companies

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David Simon

Key Themes From the 2025 IAPP Global Privacy Summit

On April 23 and 24, 2025, regulators, industry leaders and data privacy leaders from across the globe convened in Washington, D.C. for the 2025 International Association of Privacy Professionals (IAPP) Global Privacy Summit…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), Corporate Counsel, Cybersecurity, Data Privacy

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Scott Simpson

SPACs: Reshaping M&A and IPOs for European Companies

Special purpose acquisition companies (SPACs), also referred to as “blank check” companies, have reached record numbers in the United States, with 242 SPACs conducting an initial public offering (IPO) on either NYSE or Nasdaq…more

Acquisitions, EU, Initial Public Offering (IPO), Mergers, Private Investment in Public Equity (PIPEs)

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Peter Simshauser

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Sagar Singh

Protecting Lives Without Destroying Jobs — Using Technology To Suppress COVID-19

Many countries around the world are being forced to watch as the only tool they have to suppress COVID-19 — social distancing — causes unprecedented damage to their economies. Because suppression measures may be required until a…more

Contact Tracing, Coronavirus/COVID-19, Cybersecurity, Data Privacy, Food and Drug Administration (FDA)

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Pankaj Sinha

"Key Takeaways - Energy M&A Webinar Series: Utility M&A Update"

On January 28, 2016, Skadden hosted a webinar titled “Utility M&A Update,” the first installment of a three-part Energy M&A Webinar Series focused on transactional trends in the energy industry. The program, which drew 140…more

Energy Sector, Foreign Investment, Industry Consolidation, Merger Agreements, Natural Gas

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Mithuna Sivaraman

IRS Issues Interim Guidance to Staff on Reviewing and Accepting Advance Pricing Agreement Submissions

The Internal Revenue Service (IRS) recently released instructions for employees that may have the effect of deterring some companies from submitting advance pricing agreement (APA) requests. That, in turn, could introduce more…more

Advance Pricing Agreements, Interim Guidance, IRS, Multinationals, New Rules

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Meredith Slawe

Eight-State Consortium of Privacy Regulators Marks Shift Toward Coordinated Enforcement

In a major development for businesses subject to state data privacy laws, eight state privacy regulators have joined forces to form the “Consortium of Privacy Regulators,” a bipartisan coalition aimed at coordinating enforcement…more

California Privacy Protection Agency (CPPA), Consumer Privacy Rights, Corporate Counsel, Cybersecurity, Data Collection

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Cliff Sloan

The Supreme Court’s Business Docket for the October 2018 Term

On September 26, 2018, Skadden hosted a webinar titled “US Supreme Court October 2018 Term.” Topics included some of the key business-related cases on the Supreme Court’s docket, including cases addressing antitrust, foreign…more

Air and Liquid Systems Corp et al v Devries et al, America Invents Act, Antitrust Litigation, Apple Inc v Pepper, Arbitrators

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Matthew Sloan

Core False Claims Act Theories Top the List of DOJ Criminal Enforcement Priorities

The May 12, 2025, memo from the head of the Department of Justice’s (DOJ’s) Criminal Division highlights 10 “high-impact” areas as the focus of DOJ’s criminal enforcement efforts. (See our May 14, 2025, client alert “In a New…more

Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Federal Food Drug and Cosmetic Act (FFDCA)

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Alex Smallwood

UK GDPR Regulator Fines Data Processor After Ransomware Attack

On 27 March 2025, the UK Information Commissioner’s Office (ICO) issued a £3.07 million fine to an IT services provider following a ransomware attack in 2022 that affected the company’s health care business. The ransomware…more

Cybersecurity, Data Breach, Data Protection, Enforcement Actions, Fines

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Victoria Smallwood

Countdown to DORA – Four Takeaway Points From Regulators’ December Statements

The EU’s Digital Operational Resilience Act (DORA) becomes binding on 17 January 2025. As the compliance deadline approaches, EU financial regulators (ESAs) have issued a flurry of statements on the act, including: - An ESA…more

Cybersecurity, Digital Operational Resilience Act (DORA), EIOPA, Enforcement, EU

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Annabel Smethurst

The Standard Formula: Encyclopaedia of Prudential Solvency – Chapter 3: Prudential Insurance Regulation in Japan

This chapter discusses prudential insurance regulation in Japan. Japan is the fourth-largest insurance market in the world, with a broad customer base and a varied range of offerings. This profile, coupled with ongoing…more

Asia Pacific, Brokers, Capital Requirements, EU, Financial Institutions

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Chuck Smith

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

Ninth Circuit Affirms Dismissal of Insider Trading Claims Against Satellite Operator Investors Based on Stock Sales After FCC Chairman Vote - In re Silver Lake Grp., LLC Sec. Litig. (9th Cir. July 24, 2024) What to…more

Acquisitions, Aerospace, Bylaws, Cannabis Products, Class Certification

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Elizabeth Smith

Tax Enforcement: A Spotlight on Complex Partnership Structures

The boost in funding for the Internal Revenue Service (IRS) provided in the Inflation Reduction Act of 2022 (IRA) comes just as it has started rolling out in earnest programs focusing on auditing complex partnership structures…more

Audits, Enforcement, Enforcement Actions, FATCA, Filing Requirements

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Samantha Smith

The Corporate Transparency Act Is Here and the New York LLC Transparency Act Is Coming

The Corporate Transparency Act and its implementing regulations (together CTA) came into effect on January 1, 2024, requiring entities within its scope to disclose information, including about their beneficial owners, to the…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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Sydney Smith

Conflict Minerals Disclosures Due June 2, 2025

Conflict minerals disclosures on Forms SD are required to be filed with the Securities and Exchange Commission (SEC) no later than June 2, 2025.1 The conflict minerals disclosure rules and related guidance have remained at a…more

Corporate Counsel, Corporate Governance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG)

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T.J. Smith

US and EU Regulators Increase Scrutiny of Vertical Mergers

US Regulators Pursue an Expansive View of Antitrust Laws - For almost two years, industry participants have felt the effects of the Biden administration’s “big is bad” approach to antitrust — not only in technology sectors, but…more

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

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Anisa Somani

"Shifting Burdens: Structuring a Rule of Reason in Reverse-Payment Cases"

The U.S. Supreme Court’s 2013 decision in Federal Trade Commission v. Actavis, Inc. triggered a flurry of judicial activity in relation to pharmaceutical patent settlements allegedly involving reverse payments from patent…more

Anti-Competitive, Antitrust Violations, Burden of Proof, Burden-Shifting, FTC v Actavis

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Hannah Sowell

Food and Beverage Labeling Litigation: Recent Trends

The food and beverage industries introduced numerous technologies and products over the past year and a half that have raised new questions about advertising practices and presented novel legal issues regarding how goods are…more

Beverage Manufacturers, Coronavirus/COVID-19, False Advertising, Federal Trade Commission (FTC), First Amendment

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Andrea Spadacini

Sovereign Wealth Funds and Liberalized Rules Are Driving the Growth of Middle Eastern Business Hubs

Key Points - Sovereign-related investors, more commonly referred to as sovereign wealth funds, have increasingly made the Middle East a global center of wealth and investment…more

Acquisitions, Asset Management, Capital Markets, Financial Services Industry, Foreign Investment

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Jennifer Spaziano

Privacy & Cybersecurity Update - May 2020

In this month's edition of our Privacy & Cybersecurity Update, we examine the Seventh Circuit's ruling finding standing for an Illinois Biometric Information Privacy Act claim, the European Data Protection Board's updated…more

Appeals, Biometric Information Privacy Act, Blocked Mergers, Bulk Electric System, Business Interruption

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Lawrence Spiegel

Revisions to the DOJ’s Corporate Criminal Enforcement Policy Will Require Companies To Reevaluate Their Compliance Systems

In a recently published memorandum, Deputy Attorney General (DAG) Lisa Monaco announced important updates to the U.S. Department of Justice’s (DOJ’s) approach to investigating and prosecuting corporate crimes. In the document,…more

Compliance, Corporate Crimes, Criminal Investigations, Criminal Prosecution, Department of Justice (DOJ)

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Moshe Spinowitz

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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WIlliam Spruance

Insights: The Delaware Edition - June 2023

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

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

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Isidora Stamati

UK Enacts a New Digital Regime Regulating the Conduct of Major Tech Platforms

The Digital Markets, Competition and Consumers Act (DMCC or the Act), adopted on 24 May 2024, empowers the Competition and Markets Authority (CMA) to regulate the conduct of major tech platforms…more

Appeals, Corporate Counsel, Digital Marketplace, Digital Markets Strategy, Enforcement

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Andrew Stavish

Biden Administration Signals Its Intention To Be Tougher on Corporate Crime

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

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

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Ann Beth Stebbins

What Goes On Inside Your Boardroom? Investors Want To Know

Skadden’s Ann Beth Stebbins and guests Allie Rutherford and Adrienne Monley of PJT Camberview discuss how a company can best communicate to investors what makes its board effective – not just the mix of skills individual…more

Acquisitions, Global Dealmaking, Investors, Mergers

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Max Stein

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Jonathan Stephenson

ICO Publishes Outcomes of GenAI Consultation

On 13 December 2024, the UK Information Commissioner’s Office (ICO) published the report of outcomes from its consultation on generative AI (genAI). The report sets out key themes that emerged from responses to the ICO’s…more

Artificial Intelligence, Compliance, Consumer Privacy Rights, Data Privacy, Data Protection

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Robert Stevenson

The 2024 Green Book and Tax Implications: A Primer

On March 9, 2023, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2024 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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John Stewart

The SEC Proposes Expanding Reporting Requirements for Investment Companies

On May 20, 2015, the Securities and Exchange Commission (the “SEC”) approved new proposed rules, forms and amendments that would expand the information that registered investment companies1 are required to report. The SEC’s…more

Compliance, Derivatives, Financial Statements, Form N-CEN, Form N-PORT

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Patrick Stewart

US Commerce Dept. Rule Expands Licensing Requirements for AI-Related Materials

On January 13, 2025, the Department of Commerce, Bureau of Industry and Security (BIS) released an interim final rule establishing (i) expanded export licensing requirements for the export of advanced computing integrated…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Exceptions, Export Controls, Licensing Rules

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Robert Stirling

From Solvency II to Solvency UK: The UK Government Announces Its Post-Brexit Solvency II Reforms

Following the UK’s departure from the European Union (Brexit) on December 31, 2020, the UK is now exercising its freedom to move away from key EU insurance prudential regulatory standards. These moves include liberalization of…more

EU, Financial Conduct Authority (FCA), Financial Services Industry, Insurance Industry, Prudential Regulation Authority (PRA)

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Spencer Stolle

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Jonathan Stone

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Mari Stonebraker

Developing a Diverse Workforce

Issues of racial equality have at times dominated news cycles this year. Against this backdrop, and notwithstanding the other challenges of 2020, many employers are working to meaningfully enhance their approaches to attracting…more

Affirmative Action, Civil Rights Act, Diversity, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC)

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Jocelyn Strauber

DOJ Steps Up Corporate Criminal Enforcement, Looks More Broadly at Past Misconduct

Takeaways - The DOJ will take a more proactive approach to FCPA investigations. Companies seeking cooperation credit must disclose information about all culpable individuals, not just those “substantially involved” in…more

Compliance, Corruption, Criminal Investigations, Department of Justice (DOJ), Foreign Corrupt Practices Act (FCPA)

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James Stringfellow

In Response to COVID-19, Federal Reserve Establishes ‘TALF 2.0’

On March 23, 2020, as part of its response to support the flow of credit to consumers and businesses in the face of the COVID-19 pandemic, the Board of Governors of the Federal Reserve System (Federal Reserve) announced the…more

Asset-Backed Securities, Coronavirus/COVID-19, Federal Funding, Federal Reserve, Financial Distress

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Bram Strochlic

Beyond Traditional Financing: Exploring Equity-Linked DIP Strategies in WeWork and Enviva

Building on emerging trends, 2024 has seen a continued rise in the use of equity-linked debtor-in-possession (DIP) financing in Chapter 11 cases. Recent examples from WeWork and Enviva illustrate how stakeholders are…more

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

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Glen Strong

Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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Neil Stronski

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements…more

Acquisitions, Antitrust Provisions, Artificial Intelligence, Capital Markets, Climate Change

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Kevin Stults

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

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

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

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Mayra Suárez

California Attorney General Warns That FCPA Violations Are Still Actionable Under State Law

Key Points -- - The FCPA remains valid and enforceable U.S. law, and violations of the law may serve as a predicate offense under state and local laws. - Companies should be prepared for continued enforcement of…more

Anti-Corruption, California, Corporate Governance, Enforcement Actions, Executive Orders

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Tatiana Sullivan

Government Contractor Settles FCA Case Over Cybersecurity Maturity Model Certification Violations

On March 26, 2025, the Department of Justice (DOJ) entered into a settlement agreement with MORSECORP, Inc. (MORSE), resolving False Claims Act (FCA) allegations that MORSE submitted false claims for payment under Department of…more

Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Department of Defense (DOD), Department of Justice (DOJ), Enforcement Actions

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Kai Sun

HKEX and SFC Reduce Barriers for Specialist Technology Company IPOs and De-SPACs

查看中文 The Stock Exchange of Hong Kong Limited (HKEX) and Securities and Futures Commission (SFC) have announced a temporary relaxation of the minimum market capitalization requirements for Specialist Technology Company IPOs,…more

Capital Markets, Corporate Governance, HKEx, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC)

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Mingyu Sun

SEC Leadership Change Results in Key Policy Developments

The designation of SEC Commissioner Mark Uyeda as the Acting Chair of the U.S. Securities and Exchange Commission (SEC) on January 21, 2025, has resulted in a number of key policy developments. These developments, which we…more

Climate Change, Corporate Governance, Cryptocurrency, Cybersecurity, Digital Assets

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Laura Sunday

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, Consumer Financial Products

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Steven Sunshine

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

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

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

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William Sweet Jr.

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

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

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

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Danielle Swinnerton

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in…more

Antitrust Division, Australia, Board of Directors, Climate Change, COP

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Alan Swirski

"Recent Court of Appeals Decision Provides Hope for Taxpayers Fighting for Congressionally Sanctioned Tax Benefits"

For the second time in just over a year, the U.S. Court of Appeals for the Sixth Circuit reversed the United States Tax Court and affirmed the right of a taxpayer to structure its affairs in a manner that takes into account tax…more

Appeals, Business Taxes, Dividends, Internal Revenue Code (IRC), Investment Funds

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Quyen Ta

Core False Claims Act Theories Top the List of DOJ Criminal Enforcement Priorities

The May 12, 2025, memo from the head of the Department of Justice’s (DOJ’s) Criminal Division highlights 10 “high-impact” areas as the focus of DOJ’s criminal enforcement efforts. (See our May 14, 2025, client alert “In a New…more

Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Federal Food Drug and Cosmetic Act (FFDCA)

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Ivan Taback

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

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

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

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Sam Taddeo

Matters To Consider for the 2024 Annual Meeting and Reporting Season

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

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

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Matthew Tako

One Year of COVID-19: The Government’s Efforts To Address CARES Act Fraud

Over the course of a year beginning in March 2020, starting with the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the U.S. government has approved trillions of dollars in relief funds in efforts to keep the…more

CARES Act, Coronavirus/COVID-19, Criminal Investigations, Economic Injury Disaster Loans, False Claims Act (FCA)

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James Talbot

California’s Data Deletion Law Imposes a Host of New Obligations on Data Brokers

On October 10, 2023, California Gov. Gavin Newsom signed into law Senate Bill 362, also known as the Delete Act, allowing California residents to have their personal information deleted by all registered data brokers operating…more

Audits, California, California Privacy Protection Agency (CPPA), Compliance, Data Brokers

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Kenji Taneda

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Oscar XT Tang

Post-Schrems II: European Data Protection Board’s Recommendations Bring Further Clarity and Practical Steps Regarding International Data Flows

On November 10, 2020, the European Data Protection Board (EDPB) adopted its long-awaited recommendations on (1) measures that supplement transfer tools to ensure transfers of personal data outside the European Economic Area…more

Cybersecurity, Data Protection, EU-US Privacy Shield, European Data Protection Board (EDPB), European Economic Area (EEA)

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Sherry Tao

Recent Trends in China-Related Cross-Border Enforcement

Key Points and Practical Advice In February 2022, the U.S. Department of Justice (DOJ) announced that the China Initiative, launched in November 2018 to counter perceived threats to U.S. national security from China, was “not…more

China, Cross-Border, Department of Justice (DOJ), Enforcement Actions, Export Controls

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Shaud Tavakoli

Court Declines To Dismiss Securities Class Action Alleging That DraftKings NFTs Are ‘Securities’

Securities litigation arising from the purchase or sale of digital products such as cryptocurrencies, nonfungible tokens (NFTs) and security tokens has proliferated in recent years. A gating question in these cases is whether…more

Class Action, Cryptocurrency, Digital Assets, Non-Fungible Tokens (NFTs), Securities

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Ariana Taylor

SEC Extends Relief, Staff Offers Further Guidance and Flexibility to Companies Affected by COVID-19

On March 25, 2020, the U.S. Securities and Exchange Commission (SEC) issued a modified order extending the time period during which public companies impacted by COVID-19 may delay by 45 days SEC filings that otherwise would (or…more

Coronavirus/COVID-19, Disclosure Requirements, Filing Requirements, New Guidance, Publicly-Traded Companies

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Larry Taylor

Insights – June 2024

Explore the unique considerations for mergers and acquisitions in the AI sector, the return of IPOs, the implications of new Supreme Court decisions and other developments in this edition of Skadden’s quarterly Insights…more

Acquisitions, Antitrust Provisions, Banking Sector, Capital Markets, Consumer Financial Products

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Stephanie Teicher

Updated Guide to the Main Street Lending Program

The Main Street lending program is a key component of the federal government's response to the economic impact of the COVID-19 pandemic. Implemented and primarily funded by the Federal Reserve, the program is expected to…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Main Street Lending Programs

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James Tennison

Seating an Arbitration in Hong Kong or Singapore: Considering a Decades-Old Conundrum in 2025

The arbitration infrastructure of Hong Kong and Singapore is broadly similar, built on arbitration-friendly legislation, pro-arbitration courts and a consistent reputation for neutrality in the context of arbitration. Indeed, in…more

Appeals, Arbitration Agreements, Arbitration Awards, China, Dispute Resolution

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Antoni Terra

CJEU Ruling Supports Third-Party Access to Dominant Digital Platforms

On February 25, 2025, the Court of Justice of the European Union (CJEU) held in Google Android Auto1 that a dominant platform’s refusal to ensure interoperability with a third-party app may constitute an abuse of dominance. The…more

Abuse of Dominance, Antitrust Violations, Competition, Court of Justice of the European Union (CJEU), Digital Platforms

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Radhi Thayu

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

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

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

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Shelisa Thomas

Cybersecurity Trends in the Digital Asset Space

After years of regulatory uncertainty, the Trump administration has signaled a new approach to digital assets, including by establishing a working group focused on digital assets and nominating crypto-friendly chairs to the SEC…more

Artificial Intelligence, Blockchain, CFTC, Cryptocurrency, Cybersecurity

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Joel Thompson

Recent Actions by the Fed Show Its Continued Cautious Approach to Cryptoasset Activities by Supervised Institutions

In the past year, the Board of Governors of the Federal Reserve System (the Board) Biden administration officials, and other U.S. banking regulators have repeatedly voiced growing concerns about certain cryptoasset activities…more

Banking Regulators, Banking Sector, Banks, Biden Administration, Blockchain

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John Thornburgh II

New DOJ Merger Remedies Manual: Preference for Structural Remedies and Private Equity Buyers

On September 3, 2020, the Department of Justice's Antitrust Division (the DOJ) issued its new Merger Remedies Manual (the Manual), which provides the framework the DOJ will utilize going forward to implement relief in mergers…more

Department of Justice (DOJ), Divestiture, Federal Trade Commission (FTC), Horizontal Mergers, Merger Remedies

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Sally Thurston

US Tax Reform Update: Early Impact and Trends

Six months after the most significant U.S. tax reform legislation since 1986 was signed into law, it is still too early to predict the long-term effects. A number of technical uncertainties remain, and taxpayers are continuing…more

Acquisitions, Capital Structures, Corporate Structures, Corporate Taxes, Double Taxation

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Royce Tidwell

Skadden's 2020 Insights

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

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

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Louis Tiemann

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

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Dylan Tillman

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

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

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

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Martina To

HKEX Implements Corporate Governance Reforms

查看中文 Following a consultation process conducted in June 2024, the Stock Exchange of Hong Kong Ltd. (HKEX) has announced finalized amendments to the Rules Governing the Listing of Securities on HKEX (Listing Rules) to improve…more

Board of Directors, Capital Markets, Corporate Governance, Diversity, HKEx

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Michael Tomczyk

COVID-19 Pandemic Small Business Lending Under the CARES Act’s Paycheck Protection Program

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which became law on March 27, 2020, authorized $349 billion for the Small Business Administration (SBA) to guarantee loans under Section 7(a) of the Small…more

Borrowers, CARES Act, Due Diligence, Lenders, Loan Forgiveness

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Simon Toms

UK Announces New Regime To Regulate ‘Buy-Now, Pay-Later’ Lending Following October 2024 Consultation

In October 2024, HM Treasury (HMT) published a consultation paper amid perceived concerns related to the “buy now, pay later” (BNPL) sector, including uninformed consumer decisions, affordability checks and levels of…more

Buy Now Pay Later (BNPL), Consumer Lenders, Financial Conduct Authority (FCA), Financial Regulatory Reform, HM Treasury

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Lilianna Anh P. Townsend

Current Bounds on Books and Records Demands

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

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

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Asher Trangle

The Class Action Chronicle - November 2023

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

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

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Jacob Travers

2024 Insights: Corporate Trends

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

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

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Ryan Travers

Antitrust: Implications of Trump Executive Orders for Competition Enforcement

President Donald Trump’s early executive orders have not specifically called out antitrust enforcement, but several impact antitrust agencies and could influence antitrust policy and enforcement over the next four years. New…more

Artificial Intelligence, Competition, Department of Justice (DOJ), Diversity and Inclusion Standards (D&I), Employer Liability Issues

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Danny Tricot

UK Public Markets Monitor – Q1 2025

Below is our quarterly briefing covering the most important developments for UK PLCs, UK equity capital markets and UK public M&A. In this issue, we review: - Primary Market Bulletin 54 — Strategic leaks and unlawful…more

Acquisitions, Capital Markets, Corporate Governance, Financial Conduct Authority (FCA), Mergers

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Marissa Troiano

FTC Invites Comment on Online Ticket Sales, Examines GAO Report

The Federal Trade Commission (FTC) recently announced that it will hold a series of public hearings examining whether changes in the economy, evolving business practices, new technologies or international developments might…more

Competition, Consumer Protection Laws, Enforcement Actions, Entertainment Industry, Event Tickets

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Sylvia Tsakos

Insights - September 2024

In this edition of Insights, we take a closer look at the megadeals and sponsor transactions driving recent M&A activity, the importance of staying ahead of the risks in AI development and deployment, and other diverse topics…more

Acquisitions, Administrative Procedure Act, Artificial Intelligence, Chevron Deference, Corner Post Inc v Board of Governors of the Federal Reserve System

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Patrick Tsitsaros

The EU Deforestation Regulation: What Do Companies Need To Do To Prepare?

On 29 June 2023, the EU’s new Regulation (EU) 2023/1115 restricting sale in the EU of products that may cause deforestation or the degradation of forests (EUDR) entered into force. The EUDR is expected to have global…more

Corporate Governance, Due Diligence, Environmental Social & Governance (ESG), EU, Legislative Agendas

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Edward Tulin

Supreme Court: Parties Cannot Appeal PTAB Decision To Institute Inter Partes Review of Allegedly Time-Barred Claims

On April 20, 2020, the U.S. Supreme Court issued a 7-2 decision in Thryv, Inc. v. Click-To-Call Technologies, LP, ruling Section 314(d) of the America Invents Act (AIA) precludes the appeal of a decision by the Patent Trial and…more

§ 314(d), § 315(b), §314(a), §314(b), America Invents Act

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Carl Tullson

Recent Delaware Bankruptcy Rulings Address Whether a Plan of Reorganization Can Deny a ‘Make-Whole’ Payment Without Impairing Lenders’ Claims

Takeaways - “Make-wholes” — one-off payments required if debt is prepaid or, in certain cases, otherwise accelerated — have generated litigation, with debtors contending they can continue to pay lenders under the debt’s…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Make-Whole Premium, Noteholders

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Rachel Turow

A 20-Minute Speech Provides the Clearest Road Map Yet for FDA Policy

Key Points - - Who is impacted: Manufacturers of pharmaceutical, biotechnology, medical device and food products. - What is changing: The agency is prioritizing user fee reauthorization, the MAHA initiative and a push for…more

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Fabian D.F. Uebele

The European Commission’s Revised Market Definition Notice: A New Approach to Digital Markets

On February 8, 2024, the European Commission (EC) adopted a revised Market Definition Notice (revised Notice). The revised Notice confirms the EC’s and EU courts’ existing approach to understanding dynamic and innovative markets…more

Antitrust Division, Competition, Competition Authorities, EU, European Commission

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Javier Urbina

OFAC and FinCEN Announce First Parallel Enforcement Actions in the Virtual Currency Space

On October 11, 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and the Financial Crimes Enforcement Network (FinCEN) announced settlements for approximately $24 million and $29 million,…more

Bank Secrecy Act, Cryptocurrency, Enforcement Actions, FinCEN, Office of Foreign Assets Control (OFAC)

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Harvey Uris

"Key Takeaways: Changes Will Impact Investment in US Real Estate"

On May 4, 2016, Skadden presented the seminar “How FIRPTA and REIT Changes Will Impact Investment in US Real Estate.” Congressman Joseph Crowley, D-N.Y., gave the introductory remarks, and panelists included Jeffrey DeBoer,…more

FIRPTA, Foreign Investment, Pension Funds, Protecting Americans from Tax Hikes (PATH) Act, Real Estate Investments

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Olivia Vaden

US Supreme Court Holds That Adding ‘.com’ to Generic Name May Create Protectable Trademark

On June 30, 2020, the U.S. Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B.V. and resolved a circuit split by ruling that adding “.com” to the end of an otherwise generic name may render…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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Bijal Vakil

Executive Briefing: Latest Updates on Trump Executive Actions

As Trump administration directives emerge, it’s crucial for businesses and other stakeholders to stay informed and adapt their strategies accordingly. We will provide ongoing coverage of these developments and their potential…more

Affirmative Action, Artificial Intelligence, Climate Change, Cybersecurity, Diversity and Inclusion Standards (D&I)

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Brandon Van Dyke

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements…more

Acquisitions, Antitrust Provisions, Artificial Intelligence, Capital Markets, Climate Change

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Amy Van Gelder

Court Blocks Certain Key Provisions of DEI Executive Orders, but Employers Should Continue Reviewing Practices and Policies

On February 21, 2025, the U.S. District Court for the District of Maryland paused the enforcement of certain portions of the Trump administration’s executive orders related to diversity, equity and inclusion (DEI) efforts…more

Constitutional Challenges, Diversity and Inclusion Standards (D&I), Employer Liability Issues, Enforcement Actions, Equal Employment Opportunity Commission (EEOC)

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Brianna van Kan

AI Insights: In AI Training Case Brought by Thomson Reuters, Court Denies Summary Judgment

In AI Training Case Brought by Thomson Reuters, Court Denies Summary Judgment - In Thomson Reuters v. Ross Intelligence, a district court largely denied the parties’ cross motions for summary judgment and held that a number…more

Artificial Intelligence, Copyright, Copyright Infringement, Copyright Litigation, Fair Use

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Caroline Van Ness

The Class Action Chronicle - Winter 2017

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

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

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Scott Vance

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Ingrid Vandenborre

CJEU Ruling Supports Third-Party Access to Dominant Digital Platforms

On February 25, 2025, the Court of Justice of the European Union (CJEU) held in Google Android Auto1 that a dominant platform’s refusal to ensure interoperability with a third-party app may constitute an abuse of dominance. The…more

Abuse of Dominance, Antitrust Violations, Competition, Court of Justice of the European Union (CJEU), Digital Platforms

See all updates »

Michael Vann

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

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

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

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Alexander Vargas

The Informed Board - November 2024

At what point has a director served too long? What about term limits? A mandatory retirement age? When do a director’s skills become stale? These issues are addressed in this issue of The Informed Board, as well as why proxy…more

Acquisitions, Artificial Intelligence, Board of Directors, Corporate Governance, Cyber Attacks

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Peter Varlan

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

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Joseph Vebman

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Sruthi Venkatachalam

US Treasury Creates the ‘Reverse CFIUS’ Program, a (Limited) Great Wall on Outbound Investment

The Department of the Treasury (Treasury) has released a final rule imposing restrictions on U.S. outbound investment in Chinese companies active in developing certain national security technologies (Final Outbound Rule)…more

Artificial Intelligence, CFIUS, Covered Transactions, Final Rules, Foreign Investment

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Gregory Vianesi

Annual Report Highlights France’s Financial Crime Enforcement and International Cooperation

Ten years after its establishment, France’s National Financial Prosecutor’s Office (Parquet National Financier or PNF) has released its 2024 annual report (Report),1 showcasing a year of consolidation and innovation in the fight…more

Anti-Corruption, Anti-Money Laundering, Compliance, Corruption, Criminal Prosecution

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Stefane Victor

GILTI Conscience Podcast | Navigating Permanent Establishments in International Tax Law

Our latest episode of “GILTI Conscience” features an in-depth discussion on the complexities of profit attribution to permanent establishments (PEs) under international tax law. Skadden’s Nate Carden, David Farhat and Stefane…more

GILTI tax, International Tax Issues, OECD, Tax Treaty, Transfer Pricing

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Leonardo Villalobos

Courts Rule on Financial Services Antitrust Suits

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

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

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Anne Villanueva

Employment Flash - November 2023

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

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

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Angelos Vlazakis

EU To Step Up Enforcement Against Foreign State-Backed Companies

If you (i) receive some form of financial support from foreign (non-EU) governments, and (ii) have activities or are planning to acquire a business in the EU, then you will want to read on…more

Competition, EU, European Commission, European Merger Control Regulation, Foreign Subsidies

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J. Mathias von Bernuth

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

Capital Markets, Corporate Governance, Cybersecurity, Disclosure Requirements, Environmental Social & Governance (ESG)

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Julian von Imhoff

COVID-19: Germany Update — Management Duties During the Crisis

The COVID-19 outbreak creates numerous challenges for managers and directors in companies. In the present situation, they must keep a focused view of the business, while leading the company prudently through the crisis and…more

Board of Directors, Burden of Proof, Business Judgment Rule, Coronavirus/COVID-19, Crisis Management

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Jennifer Voss

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were…more

Acquisitions, Board of Directors, Business Disputes, Bylaws, Commercial Litigation

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Taylor Votek

Rising Investment in AI Requires Financial Sponsors To Address Unique Risks

Key Points - - Accelerated M&A activity by financial sponsors is expected in the near term due to improved market conditions and deregulation under the Trump administration. - With the rapid development of new AI use…more

Acquisitions, Artificial Intelligence, Capital Markets, Compliance, Cybersecurity

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Nathan Wacker

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

David Wagener

CARES Act Provides Much-Needed Stimulus for U.S. Businesses, Individuals

On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package…more

Airlines, Banks, Capital Markets, CARES Act, Commercial Tenants

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David Wales

President Trump’s First 100 Days: Impacts and Projections

The first 100 days of a new administration sets the tone for policy direction and regulatory priorities. The following key takeaways from the Trump administration’s first three months highlight significant trends, shifts and…more

Antitrust Division, Antitrust Provisions, CFIUS, Corporate Crimes, Department of Justice (DOJ)

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Brandon Walker

Insights: The Delaware Edition - December 2024

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in merger…more

Acquisitions, Aiding and Abetting, Appeals, Attorney's Fees, Board of Directors

See all updates »

Charles Walker

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Steve Walsh

Insurance Considerations for Directors and Officers of Delaware Entities

As directors and officers (Ds&Os) face exposure to potential personal liability claims, they should consider the principal protections available to them. Part one of this two-part series provided a “nuts and bolts” overview of…more

Board of Directors, Corporate Governance, Corporate Officers, D&O Insurance, Indemnification

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Allan Wan

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement…more

Acquisitions, Administrative Procedure Act, Anti-Discrimination Policies, Anti-Harassment Policies, Anti-Kickback Statute

See all updates »

David Wang

Implementation of Basel 3.1 Standards: An Update on PRA Reforms

On 12 September 2024, the UK Prudential Regulation Authority (PRA) published the second of two nearly final policy statements (PS9/24) on the implementation of revisions to the Basel 3 standards, known in the UK as Basel 3.1…more

Acquisitions, Asset Management, Basel Committee on Banking Supervision (BCBS), EU, Financial Institutions

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Paloma Wang

HKEX Implements Corporate Governance Reforms

查看中文 Following a consultation process conducted in June 2024, the Stock Exchange of Hong Kong Ltd. (HKEX) has announced finalized amendments to the Rules Governing the Listing of Securities on HKEX (Listing Rules) to improve…more

Board of Directors, Capital Markets, Corporate Governance, Diversity, HKEx

See all updates »

Sarah Wang

Cybersecurity Trends in the Digital Asset Space

After years of regulatory uncertainty, the Trump administration has signaled a new approach to digital assets, including by establishing a working group focused on digital assets and nominating crypto-friendly chairs to the SEC…more

Artificial Intelligence, Blockchain, CFTC, Cryptocurrency, Cybersecurity

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Robert Warnement

Trump Administration Limits Acquisitions and Use of Bulk-Power System Electric Equipment From Foreign Adversaries

On Friday, May 1, 2020, the Trump administration issued an executive order prohibiting the acquisition and installation of “bulk-power system electric equipment” (such as generators, circuit breakers, metering equipment,…more

Acquisitions, China, Critical Infrastructure Sectors, Electricity, Energy Sector

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Demetrius Warrick

How To Guard Against a Short Attack, and How To Respond if Faced With One

The Nature of Short Selling Attacks and Short Reports - Short selling attacks create unique challenges for boards, management teams and companies. Unlike traditional long activists, whose ultimate goal is to enhance…more

Board of Directors, Corporate Governance, Crisis Management, Publicly-Traded Companies, Risk Management

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Jermaine Washington

US, UK and EU Expand and Amend Russian Sanctions, Responding to Purported Annexations of Ukrainian Regions

In light of the recent referendums and purported annexation by Russia of four territories of Ukraine on September 30, 2022, the United States, United Kingdom and European Union have expanded measures and provided additional…more

Biden Administration, Bureau of Industry and Security (BIS), Economic Sanctions, EU, Export Administration Regulations (EAR)

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Jessica Watters

Antitrust Enforcement Expected To Intensify

President Biden has signaled a pro-enforcement approach to antitrust policy by naming Columbia Law School professor Tim Wu as a White House adviser and nominating Lina Khan, who also teaches at Columbia Law, to be commissioner…more

Acquisitions, Antitrust Provisions, Biden Administration, Big Tech, Digital Platforms

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Julianne Weidman

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

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Darren Welch

Servicemember Financial Protections Emerge as a Trump Enforcement Priority

Key Points - - The CFPB and DOJ have recently prioritized enforcement of federal servicemember protections. - The Servicemembers Civil Relief Act and Military Lending Act provide key protections such as interest rate caps,…more

Borrowers, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Creditors

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Edward Welch

Inside the Courts – An Update From Skadden Securities Litigators - November 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between August and October 2019. The cases address developing trends in the definition of a security, fiduciary duties,…more

Appeals, Criminal Convictions, Fiduciary Duty, Investment Company Act of 1940, Loss Causation

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Nicole Welindt

Fifth Circuit Merits Panel Vacates Motions Panel’s Stay of Nationwide Injunction of Corporate Transparency Act

On December 26, 2024, the Fifth Circuit merits panel assigned to Texas Top Cop Shop, Inc. v. Garland, No. 24-40792, reinstated a nationwide preliminary injunction enjoining enforcement of the Corporation Transparency Act and its…more

Appeals, Beneficial Owner, Business Entities, Business Ownership, Corporate Transparency Act

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Clive Wells

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the…more

Board of Directors, Corporate Counsel, Corporate Governance, Creditors, Directors

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TJ Wells

SEC Risk Alert Describes Examination Areas for Newly Registered Advisers

On March 27, 2023, the Securities and Exchange Commission’s (SEC’s) Division of Examinations issued a Risk Alert setting forth typical focus areas reviewed by the staff during its examinations of newly registered advisers. The…more

Advertising, Broker-Dealer, Compliance, Disclosure Requirements, Investment Adviser

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Susanne Werry

Key Themes From the 2025 IAPP Global Privacy Summit

On April 23 and 24, 2025, regulators, industry leaders and data privacy leaders from across the globe convened in Washington, D.C. for the 2025 International Association of Privacy Professionals (IAPP) Global Privacy Summit…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), Corporate Counsel, Cybersecurity, Data Privacy

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Richard West

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that were…more

Acquisitions, Board of Directors, Business Disputes, Bylaws, Commercial Litigation

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Laura Westfall

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors…more

Clawbacks, Corporate Governance, Delaware General Corporation Law, Dodd-Frank, Enforcement Actions

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Tereza Widmar

"Mexican Energy Sector Restructuring: New Opportunities for Renewables"

The ongoing effort to restructure the power sector in Mexico, together with Mexico’s strong policy on combating climate change, have created compelling opportunities for investors in renewable energy projects that likely will…more

Auction, Competitive Bidding, Electricity, Energy Sector, Foreign Investment

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Kyle Wiley

The Informed Board - Spring 2025

In this issue of The Informed Board, we go behind all the talk about companies reincorporating in states other than Delaware. In our lead article and our podcast, we point out that few companies actually moved, and we explain…more

Board of Directors, Corporate Governance, Corporate Officers, Delaware, Delaware General Corporation Law

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Kamali Willett

The Class Action Chronicle - Summer 2014

In This Issue: - Avoiding Class Certification Through an Offer of Judgment - CLASS CERTIFICATION DECISIONS: ..Decisions Granting Motions to Strike ..Decisions Denying Motions to Strike ..Decisions…more

CAFA, Class Action, Class Certification, Federal Rules of Civil Procedure, Litigation Strategies

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Chad Williams

USPTO Provides Guidance on Using AI-Based Tools in Filing and Preparing Patent and Trademark Applications

On April 11, 2024, the United States Patent and Trademark Office (USPTO or Office) published new guidance on the use of artificial intelligence (AI) based tools in connection with preparing and prosecuting patent and trademark…more

Artificial Intelligence, Disclosure Requirements, Duty to Disclose, Intellectual Property Protection, New Guidance

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Eleanor Williams

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in…more

Antitrust Division, Australia, Board of Directors, Climate Change, COP

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Cameron Williamson

Biden Administration’s Green Book Proposes Significant Changes to Tax Regime

On May 28, 2021, the Treasury Department released the General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals (sometimes called the Green Book) to accompany President Joe Biden’s proposed budget for FY…more

Biden Administration, Capital Gains Tax, Corporate Taxes, Energy Tax Incentives, GILTI tax

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Jason Williamson

OFSI Issues First-Ever Monetary Penalty for a Failure To Provide Information: Key Considerations for Companies

The Offence and Penalty - On 8 May 2025, the UK’s Office of Financial Sanctions Implementation (OFSI) published its 11 April 2025 notice of its first-ever monetary penalty for an information offence relating to financial…more

Civil Monetary Penalty, Compliance, Corporate Counsel, Corporate Governance, Disclosure Requirements

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Justin Winerman

Rockville Centre Case Offers a Framework for Settling Mass Tort Bankruptcy Claims Post-Purdue

The Supreme Court’s 2024 Purdue decision1 held that the Bankruptcy Code does not authorize a release and injunction under a Chapter 11 plan of claims against a non-debtor, even if they relate to claims against or by the debtor,…more

Bankruptcy Code, Bankruptcy Court, Buyback Litigation, Chapter 11, Commercial Bankruptcy

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B. Chase Wink

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few weeks,…more

Acquisitions, Antitrust Provisions, Audits, Board of Directors, Coronavirus/COVID-19

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Alexis Wiseley

Recent Trends in Books and Records Litigation

Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is rapidly…more

Activist Investors, Appeals, Board of Directors, Books & Records, Breach of Duty

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Michael Wiseman

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Richard Witzel Jr.

In Novel SPAC Ruling, Court Questions Fundamental SPAC Structure Under Delaware Law

With all the SPAC activity and scrutiny over the past several years, it was only a matter of time before the Delaware courts had an opportunity to weigh in on SPAC stockholder litigation. Early last year, in January 2022,…more

Breach of Duty, Corwin Doctrine, Delaware, Disclosure Requirements, Fiduciary Duty

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Tansy Woan

Inside the Courts – May 2025

Key Points - - The SEC’s Crypto Task Force acknowledges past hostility toward digital assets and aims to create more sensible regulations. - Tokenized securities face complex regulatory challenges, including compliance with…more

Acquisitions, Blockchain, Broker-Dealer, Corporate Governance, Cryptocurrency

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Gretchen Wolf

Litigation and Investigation Implications for Companies Adopting GenAI

Generative artificial intelligence (GenAI) has seen a rapid expansion in personal and commercial use. Tools such as ChatGPT have helped to automate mundane tasks, create first drafts of communications and streamline research…more

Artificial Intelligence, Automation Systems, Bots, Business Development, Business Strategies

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Nick Wolfe

UK Competition Authority Launches Consultation on Merger Remedies: A Shift Toward Flexibility and Growth?

On March 12, 2025, the UK’s Competition and Markets Authority (CMA) launched a consultation on its approach to merger remedies, asking whether the authority should permit more complex remedies in Phase I investigations and…more

Acquisitions, Antitrust Division, Competition, Competition Authorities, Merger Controls

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Kenneth Wolff

UK to Study Brexit’s Impact on Competition Law

On 23 July 2017, the UK House of Lords’ EU Internal Market Sub-Committee launched an inquiry into the future of the enforcement of the UK’s competition rules once the UK leaves the European Union. Interested parties are invited…more

Antitrust Provisions, Competition Authorities, Enforcement Authority, EU, Merger Controls

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Thomas Wood

The One Big Beautiful Bill Act: An Initial Analysis of Key Tax Proposals

On May 22, 2025, the House of Representatives passed the One Big Beautiful Bill Act (OBBBA). Tax-related proposals contained in the OBBBA would extend or make permanent select corporate, international and individual tax…more

Business Taxes, Corporate Taxes, Estate Tax, Federal Budget, Gift Tax

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Rosy Worsfold

UK-Listed Issuers Under Financial Stress Gain Latitude in Secondary Capital Raisings

As the U.K. faces what the Bank of England recently described as “very challenging” times, with the possibility of the U.K.’s “longest recession since records began,” issuers listed on the London Stock Exchange should pay close…more

Board of Directors, Capital Markets, Capital Raising, Coronavirus/COVID-19, Corporate Counsel

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Carl Wu

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - January 2024

SEC Wins Summary Judgment on Howey Issue in Terraform Litigation - On December 28, 2023, Judge Jed Rakoff in the Southern District of New York issued a summary judgment decision in SEC v. Terraform Labs Pte. Ltd., a…more

Digital Assets, Financial Regulatory Reform, FinTech, Popular, Securities and Exchange Commission (SEC)

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Yuting Wu

Form 20-F for Fiscal Year 2024: What Foreign Private Issuers Should Keep in Mind

There have been a number of notable recent developments in SEC regulation of foreign private issuers (FPIs), including disclosure trends and rule changes that impact the annual report on Form 20-F for fiscal year 2024. In our…more

Capital Markets, Corporate Governance, Cybersecurity, Disclosure Requirements, Environmental Social & Governance (ESG)

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Nancy Wuamett

The Class Action Chronicle

Eleventh Circuit Rejects Administrative Feasibility Requirement: What Does the Future Hold for Ascertainability? As we discussed in our Spring 2017 issue of The Class Action Chronicle, courts have struggled to define the…more

Administrative Feasibility, Ascertainable Class, Breach of Contract, Class Action, Class Certification

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Geoffrey Wyatt

The Class Action Chronicle - May 2024

In Cheapside Minerals, Ltd. v. Devon Energy Production Co., L.P., 94 F.4th 492 (5th Cir. 2024), the U.S. Court of Appeals for the Fifth Circuit addressed an unresolved question regarding the local controversy exception under the…more

Appeals, CAFA, Class Action, Class Certification, Damages

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Zaneta Wykowska

DOJ Reinforces Focus on Cartels and Transnational Criminal Organizations

In a May 12, 2025, memorandum (the May Memorandum) on focus, fairness and efficiency in the fight against white collar crime, the Department of Justice (DOJ) Criminal Division1 again identified the total elimination of cartels…more

Anti-Money Laundering, Cartels, Department of Justice (DOJ), Economic Sanctions, Financial Crimes

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Yilin Xu

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Joseph Yaffe

IRS Announces Proposed 162(m) Regulations Defining the Scope of Expanded Covered Employees

On January 16, 2025, the IRS and the Department of the Treasury published proposed regulations relating to Section 162(m) of the Internal Revenue Code. The proposed regulations provide guidance on, and implement, the amendments…more

Comment Period, Compensation & Benefits, Corporate Governance, Final Rules, Income Taxes

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Furong Yang

Key Takeaways for Foreign Investors From the 20th National Party Congress of the Communist Party of China

Following the 20th National Congress of the Communist Party of China (the Congress) held in Beijing in October 2022, Skadden’s London-China Desk reviewed the two-hour report given by Xi Jinping.1 Below we detail the key…more

Capital Markets, China, EU, Foreign Investment, Investment Management

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Cyrus Yazdanpanah

PRA Announces Updates to Approach of Responsible Openness to International Banks

On 20 May 2025, the UK Prudential Regulation Authority (PRA) published a policy statement (PS6/25) on business conducted within branches of international banks operating in the UK, as well as its booking model expectations and…more

Banking Sector, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Friven Yeoh

International Arbitration Update: Global Developments and Trends To Watch

In the inaugural issue of this newsletter, we examine significant developments, court rulings and trends to watch in Africa, Asia, Europe, Latin America, the Middle East and the United States…more

Arbitration Agreements, Arbitration Awards, Dispute Resolution, Enforcement, Foreign Investment

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Dwight Yoo

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Sahng-Ah Yoo

The Distributed Ledger: Blockchain, Digital Assets and Smart Contracts - April 2021

This issue discusses a variety of legal, regulatory and enforcement developments in the digital asset space in the U.S. and Europe…more

Bitcoin, Blockchain, CFTC, Cryptocurrency, Department of Justice (DOJ)

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Julia York

Trump 2.0 Antitrust Policy Is Likely To Be More Predictable but Not Lax

Key Points - Strong antitrust enforcement is expected to continue, but without the use of the novel and untested legal theories that defined the Biden administration approach. - Regulators are likely to continue to focus on…more

Antitrust Provisions, Antitrust Violations, Big Tech, Competition, Department of Justice (DOJ)

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Richard Youle

Challenging Exit and Debt Conditions Prompt Financial Sponsors To Adopt Workarounds

The challenges facing financial sponsors in the past couple of years have been widely discussed. Their funds have amassed over $1 trillion in dry powder that they are competing to deploy in a weak exit market…more

Acquisitions, Banking Sector, Financial Institutions, Financial Markets, Initial Public Offering (IPO)

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Sooryun Youn

Amendments to Uniform Commercial Code Aim To Provide Clarity on the Transfer of Digital Assets

Over the last few years, stakeholders in the digital asset space have questioned how digital assets should be treated for purposes of the Uniform Commercial Code (UCC), a comprehensive body of laws relating to commercial…more

Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Electronic Records

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Mark D. Young

CFTC Finalizes Position Limits Rules

On October 15, 2020, the Commodity Futures Trading Commission (CFTC) voted 3-2 to adopt new rules on speculative position limits (the Final Rule). The Final Rule will become effective 60 days after publication in the Federal…more

CFTC, Dodd-Frank, Final Rules, Hedging, Position Limits

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George Zacharodimos

EU General Court Dismisses Parallel Trade Group’s Dual-Pricing Complaint Against GSK

On September 26, 2018, the EU General Court (the Court) upheld the European Commission’s refusal to reinvestigate GlaxoSmithKline SA’s (GSK) Spanish “dual-pricing” distribution arrangements, 20 years after the alleged conduct to…more

Anti-Competitive, Competition Authorities, Dual-Pricing, EU, European Commission

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Greg Zaffino

House Bill on Digital Asset Market Structure Would Significantly Change SEC’s Jurisdiction

On May 5, 2025, several House committees jointly released a discussion draft of a bill to establish a regulatory framework for digital assets. Notably, this proposed Act would clarify the jurisdictional boundaries between the…more

Blockchain, Broker-Dealer, CFTC, Commodity Broker, Commodity Exchange Act (CEA)

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Jack Zaher

OFSI Issues First Monetary Penalty for Breach of Sanctions Imposed on Russia in Response to Its Invasion of Ukraine

On 27 September 2024, the UK’s financial sanctions regulator, the Office of Financial Sanctions Implementation (OFSI), announced that it had issued its first monetary penalty for a breach of UK financial sanctions imposed…more

Corporate Counsel, Economic Sanctions, Enforcement Actions, EU, National Security

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Michael Zeidel

SEC Approves Nasdaq Rule Change on Reverse Stock Splits and Minimum Bid Price Compliance Periods; NYSE Proposes a Similar Rule Change

On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum…more

Capital Markets, Listing Rules, Nasdaq, New Rules, NYSE

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Siyu Zhang

JPEX Is Test Case for Hong Kong’s New Regulatory Regime for Virtual Asset Exchanges

Hong Kong regulators recently brought criminal enforcement actions against virtual asset trading platform JPEX and individuals associated with the platform. This case has become the first opportunity for local authorities to…more

AML/CFT, Compensation, Corporate Misconduct, Criminal Investigations, Crypto Exchanges

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Julia Zhu

Fierce Competition Podcast | Below-Threshold Mergers: Global Antitrust Scrutiny

In this episode of "Fierce Competition," Skadden antitrust attorneys Niels Baeten, Joseph Rancour and Julia Zhu delve into merger enforcement, focusing on transactions that fall below regulatory thresholds but are still…more

Acquisitions, Competition, EU, European Commission, European Court of Justice (ECJ)

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Ulrich Ziegler

Employment Flash - November 2023

...NLRB Issues Final Rule on ‘Joint Employer’ Standard On - October 26, 2023, the National Labor Relations Board (NLRB) issued a final rule titled “Standard for Determining Joint Employer Status,” which rescinds and replaces…more

Americans with Disabilities Act (ADA), Anti-Discrimination Policies, Artificial Intelligence, Automated Decision Systems (ADS), Bias

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Robert Zimet

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018…more

Acquisitions, Administrative Law Judge (ALJ), Aiding and Abetting, Appointments Clause, Breach of Duty

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George Zimmerman

Inside the Courts – An Update From Skadden Securities Litigators - December 2024

Key Points - - During its 2024 term, the U.S. Supreme Court is poised to provide important guidance on the Private Securities Litigation Reform Act’s (PSLRA’s) particularity requirement in NVIDIA Corp. v. E. Ohman J:or…more

Acquisitions, Automotive Industry, Class Action, Cybersecurity, Data Privacy

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Matthew Zisk

"New Federal Trade Secrets Act Becomes Law"

On May 11, 2016, President Obama signed the Defend Trade Secrets Act of 2016 (DTSA, or Act) into law. The DTSA, among other things, amends the Economic Espionage Act to create, for the first time, a federal private civil cause…more

Asset Seizure, Damages, Defend Trade Secrets Act (DTSA), Ex Parte, Injunctions

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Lisa Zivkovic

Key Themes From the 2025 IAPP Global Privacy Summit

On April 23 and 24, 2025, regulators, industry leaders and data privacy leaders from across the globe convened in Washington, D.C. for the 2025 International Association of Privacy Professionals (IAPP) Global Privacy Summit…more

Artificial Intelligence, California Consumer Privacy Act (CCPA), Corporate Counsel, Cybersecurity, Data Privacy

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David Zornow

Cross-Border Investigations Update - September 2019

This issue of Skadden’s semiannual Cross-Border Investigations Update takes a close look at recent cases, regulatory activity and other key developments, including a review of the first year of GDPR enforcement, analysis of the…more

Anti-Money Laundering, Appeals, Blocking Statutes, Bribery, CFTC

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Ketevan Zukakishvili

Your Homework Will Be Graded: The ECJ’s Apple Decision and Its Implications for International Tax

On September 10, 2024, the European Court of Justice (ECJ or Court) sided with the European Commission (Commission) and ruled that two Irish subsidiaries of Apple Inc. received unlawful state aid from Ireland in the form of a…more

Antitrust Division, Apple, EU, European Commission, European Court of Justice (ECJ)

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