News & Analysis as of

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Rothwell, Figg, Ernst & Manbeck, P.C.

Threading the Needle: Navigating the Matrix Created by the U.S. Supreme Court and Unified Patent Court   

As a firm responsible for managing global portfolios for pharmaceutical companies, we closely follow and seek to stay abreast of developments regarding patentability in various jurisdictions. We recently reviewed the Unified...more

McCarter & English, LLP

Who Sins Most? The Tempter or the Tempted?—Court of Chancery Allocates Equal Fault Among Acquirer and Target Officers in Merger...

In In re Columbia Pipeline Group, Inc. Merger Litigation, C.A. No. 2018-0484-JTL, the Delaware Court of Chancery allocated liability among two sell-side officers and a third-party acquirer under the Delaware Uniform...more

Proskauer - Minding Your Business

New York’s Court of Appeals Holds Some Internal Training Materials Are Privileged

The New York Court of Appeals recently clarified and reinforced the attorney-client privilege, explaining that certain internal training materials reflecting legal analysis of statutory, regulatory, and decisional law...more

Bass, Berry & Sims PLC

Swiss Finance Company to Pay Almost $4 Million for Sanctions Violations

Bass, Berry & Sims PLC on

On March 14, the U.S. Treasury Department, Office of Foreign Assets Control (OFAC) announced that EFG International AG (EFG), a Switzerland-based bank, had agreed to pay roughly $3.74 million to settle allegations that it had...more

BCLP

What do recent lawsuits in the wake of Supreme Court decisions on Affirmative Action mean for your disclosures and DEI programs?

BCLP on

A flurry of recent lawsuits in the wake of the Supreme Court’s June decision on affirmative action have further muddied the waters for public companies trying to thread their way through competing interests....more

Fenwick & West LLP

New Official Guidance on Voluntary Self-Disclosure of Trade Control Violations

Fenwick & West LLP on

On July 26, 2023, the U.S. Department of Commerce, Bureau of Industry and Security (BIS), the U.S. Department of the Treasury Office of Foreign Asset Control (OFAC) and the U.S. Department of Justice (DOJ) released joint...more

Jenner & Block

Client Alert: State Legislators Target Diversity Statements in Latest Effort to Dismantle DEI Initiatives

Jenner & Block on

As a growing number of state legislatures across the country advance anti-DEI initiatives before the end of their respective legislative sessions, diversity statements are in the crosshairs. Diversity statements began...more

Foley Hoag LLP - White Collar Law &...

Foreign Corrupt Practices Act (FCPA) | 2022 Year in Review and a Look Ahead

U.S. Policy Developments - Since the fall of 2022, DOJ has made several policy pronouncements in connection with its efforts to combat corporate crime. While it remains to be seen how these policies will ultimately affect...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for February 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more

A&O Shearman

Lessons for Public Companies’ Disclosure Controls from Recent SEC Enforcement

A&O Shearman on

The SEC’s Division of Enforcement has increasingly put the spotlight on disclosure controls— the processes that public companies use to collect information for disclosures in their public filings. The agency recently charged...more

Morrison & Foerster LLP

Top 5 SEC Enforcement Developments for January 2023

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources. This...more

Sheppard Mullin Richter & Hampton LLP

CFPB: Negative Option Marketing Practices May Violate CFPA

On January 19, the CFPB issued Circular 2023-01 to affirm that companies offering “negative option” subscription services are required to comply with federal consumer financial protection laws. According to the Circular,...more

Allen Matkins

SEC Suit Against Covington & Burling Threatens More Than Attorney-Client Privileged Information

Allen Matkins on

Yesterday, I wrote about the Securities and Exchange Commission's attempt to force the prominent law firm of Covington & Burling LLP.  In some discussions about the case, some have assumed that the concern is about...more

White & Case LLP

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

White & Case LLP on

Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Angel’s in the Details: The Importance of Carefully Drafted Board Minutes

Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets - 2022 Capital Markets and Corporate Governance Regulatory Review

To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more

Skadden, Arps, Slate, Meagher & Flom LLP

ESG Momentum Remains Strong but May Face Headwinds in 2023

As companies grapple with the business challenges that rising interest rates and an uncertain economic outlook present, there are the inevitable questions about whether companies should worry less about environmental, social...more

Sullivan & Worcester

SEC Adopts Amendments to Modernize Rule 10b5-1 Insider Trading Plans and Related Disclosures - Update

Sullivan & Worcester on

On December 13, 2022, the Securities and Exchange Commission unanimously adopted amendments to Rule 10b5-1, imposing new limitations on the ability of insiders to utilize so-called “10b5-1 plans.” 10b5-1 plans are plans to...more

Fenwick & West LLP

SEC Adopts Rule Amendments to Provide Enhanced Disclosure of Rule 10b5-1 Plans and Insider Trading

Fenwick & West LLP on

On December 14, 2022, the U.S. Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 (Exchange Act) and new disclosure requirements designed to enhance investor...more

Skadden, Arps, Slate, Meagher & Flom LLP

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...more

Skadden, Arps, Slate, Meagher & Flom LLP

Why Directors and Executives Need To Pay Attention to Sanctions, Money Laundering and Export Rules

Recent developments, including Russia’s invasion of Ukraine, ongoing tensions between the U.S. and China, and turmoil in the digital assets sector, have made it essential for companies — including their directors and senior...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Fall 2022

The proliferation of U.S. sanctions and other regulations affecting cross-border transactions has implications for directors, who may be personally liable for violations in some cases. Meanwhile, the Securities and Exchange...more

Skadden, Arps, Slate, Meagher & Flom LLP

Revenue Procedure 2022-39 Continues Qualified Amended Return Treatment for Audit Disclosures, Adds Large Partnership

On November 16, 2022, the IRS released a long-awaited update to the procedure for large corporate taxpayers and large partnerships under continuous audit to obtain Qualified Amended Return (QAR) treatment for items disclosed...more

McDermott Will & Emery

IRS Issues New Procedures for Large Corporate Audit Disclosures

McDermott Will & Emery on

For decades, large corporate taxpayers under continuous audit have been able to make disclosures under Revenue Procedure 94-69 at the beginning of an examination to notify the Internal Revenue Service (IRS) of adjustments...more

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