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查看中文 In a consultation paper issued in June 2024, The Stock Exchange of Hong Kong Limited (HKEX) is proposing amendments to The Rules Governing the Listing of Securities on HKEX (the Listing Rules) to improve corporate...more
In an article last year, we discussed the increased pressure companies face to separate businesses that are not deemed “core,” and why tax-free spin-offs and similar transactions may be the most appealing way to achieve this....more
The Italian legislature enacted new measures , effective from March 27, 2024, to attract new investors to the Italian capital markets and rationalize corporate governance dynamics (the "Capital Markets Law")....more
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...more
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
On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more
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
On 23 February 2024, the Investment Association (IA) issued its annual letter to FTSE 350 remuneration committee chairs providing an update on the IA’s Principles of Remuneration and emerging views on remuneration matters....more
查看中文 This update provides an overview of key regulatory developments in the fourth quarter of 2023 relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx) and their advisers....more
This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more
The legislation aims to enhance the competitiveness of the Italian capital markets by introducing various reforms regarding the listing process and corporate governance. Listings on Euronext Milan are supported by Bill n....more
In a recent decision, Kraft (Re) (Kraft), the Ontario Capital Markets Tribunal (the Tribunal) articulated clear guidance with respect to the application of the necessary course of business (NCOB) exception to the prohibition...more
On 6 February 2024, the Italian Chamber of Deputies has approved the new Italian Capital Markets Bill (DDL Capitali), which introduces several changes to foster the “competitiveness” of the Italian capital markets....more
Activist shareholders had a busy 2023: The incidence of activist campaigns in Europe soared by almost 70% compared to 2022, according to data compiled by Skadden and Activistmonitor. As we described in a previous issue of The...more
On February 1, 2024, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision refusing to dismiss stockholder claims against directors and officers of Coinbase Global, Inc. over their sales of...more
It doesn’t come as breaking news that 2023 was a down year for initial public offerings (IPOs) in Canada, as companies faced a rare set of challenges in both the domestic and global markets. However, as with any downturn,...more
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
This briefing is the sixth in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks the...more
Please join us for our 5th Annual Corporate & Securities Counsel Public Company Forum. This virtual half-day program will feature panel discussions focused on timely and practical guidance related to the latest developments...more
Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more
The use of artificial intelligence (AI) is booming. Investors and companies are pouring cash into the space, and particularly into generative AI (GAI), to seize their share of the market which McKinsey reports could add up to...more
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...more
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
The UK economy continues to deal with significant upheaval, and the outlook for investors holding significant equity stakes in UK portfolio companies is increasingly hard to predict. A change in the trading relationship with...more
On 3 May 2023, the FCA published its consultation CP23/10*** setting out revised "semi-final" proposals for its listing segments reform. These follow on from its discussion paper DP22/2 published a year ago, which itself...more