The Standard Formula Podcast | Developments on the Horizon for the UK Change-in-Control Regulatory Regime
After unveiling a series of healthcare-related proposals aimed at providing "immediate relief and long-term solutions for Rhode Island's failing health care system" in 2025, Rhode Island Attorney General (AG) Peter Neronha...more
Portability provisions—which allow a sponsor to sell a portfolio company without the existing financing arrangements becoming due for repayment—are becoming an increasingly common feature of European private credit loan...more
In New World Resources Limited 02, the Takeovers Panel expressed concerns regarding a proposed placement of shares by a target company to a bidder. The Panel’s decision reiterates the need for target companies to take a...more
On October 22, 2025, in Nunez v. Syncsort Incorporated, et al., the Massachusetts Supreme Judicial Court affirmed the decision of the Massachusetts appellate court (and consistent with the position of federal courts) that...more
As succession planning becomes a more pressing concern for closely held businesses, Employee Stock Ownership Plans (ESOPs) are increasingly part of the conversation. While not the right fit for every company, ESOPs offer a...more
As mentioned in the inaugural post of The Carveout, non-recourse loans will include a non-recourse carveout providing protection for the lender in the event the transfer provisions in the loan documents are violated. The...more
Lease agreements define the relationship between landlords and tenants. Whether you are a savvy business owner or a first-time tenant, a thoughtfully negotiated lease agreement is crucial to avoid negative impacts on your...more
In the first in our series on JOA issues, we discuss the recent Stabroek JOA Arbitration decision and what it means for JOA parties considering their own JOA Change in Control provisions. Chevron Corporation’s (“Chevron”)...more
For both employers and executives, having a well-drafted executive employment agreement is key to defining the relationship between an employer and one of its most important employees. The contract also sets the parties’...more
On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more
The Brazilian National Agency for Waterway Transportation (ANTAQ) published Resolution No. 128/2025 (RN 128/2025), revising the procedures for the transfer of corporate control under port authority concession contracts, lease...more
The NYSE American stock exchange requires a listed company to obtain shareholder approval prior to issuing shares pursuant to (i) stock-based compensation plans, (ii) certain acquisitions and change of control transactions,...more
On January 8, 2025, Massachusetts Governor Maura Healey signed House Bill 5159 (H.5159), “An Act Enhancing the Market Review Process” (the “Act”), which, among other things, broadens the scope of the state’s existing...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
Last Thursday, proxy advisory firm Glass Lewis released its 2025 Proxy Voting Policy Guidelines 2025 U.S. Benchmark Policy Guidelines, including guidelines for shareholder proposals and ESG-related issues. The guidelines...more
Early in his presidency, Joe Biden promised to be “the most pro-union President leading the most pro-union administration in American history.” ...more
California’s healthcare ecosystem may soon experience significant regulatory changes as Assembly Bill 3129 (AB 3129) heads to Gov. Gavin Newsom's desk for approval....more
Amendments made by the California Office of Health Care Affordability (OHCA) to its cost and market impact review (CMIR) regulations became effective on Aug. 22, 2024, and serve to expand the scope of the Health Care Quality...more
New York City's hotels are a critically important component of the city's tourism and business industries. However, on July 18, 2024, 26 members of the New York City Council introduced Int. 991-2024 (Int. 991) without meeting...more
The proposal would establish stricter oversight of certain transactions and responds to concerns that large asset managers may be exerting influence on FDIC-supervised institutions. On July 30, 2024, the Board of...more
Earlier this year, California Assembly Speaker Pro Tempore Jim Wood and Attorney General (AG) Rob Bonta sponsored and introduced California Assembly Bill (AB) 3129, which would subject a large swath of healthcare transactions...more
The Energy Act 2023 (the “Act”) (in force as from 26 October 2023) amends model clauses contained in exploration and production licences to introduce requirements for consent to be obtained from the North Sea Transition...more
In this episode of “The Standard Formula” podcast, which focuses on Solvency II developments, Skadden partner Rob Chaplin is joined by colleague Olivier Peeters to discuss the U.K.'s change in control regime for insurers and...more
California’s new Office of Health Care Affordability recently adopted emergency regulations (“Final Regulations”) implementing the Health Care Market Oversight Program, required under California’s Health Care Quality and...more
Effective January 1, 2024, California’s Assembly Bill 647 will expand recall rights for grocery workers when there is a change of control in a grocery establishment. Prior to AB 647, existing law required an incumbent grocery...more