Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
The Australian Federal Parliament recently introduced new requirements for public companies to disclose information about their subsidiaries in their annual report by legislating the Treasury Laws Amendment (Making...more
The SFC exercises its powers to order the suspension of trading in shares in a listed company to protect investors’ interests. On 15 April 2024, The Stock Exchange of Hong Kong Limited (SEHK) suspended trading in the...more
On Friday, 12 April 2024, the United States Supreme Court unanimously ruled that a corporation’s failure to disclose certain information about its future business risks, without more, cannot form the basis of a private...more
SEC enforcement actions against public companies and subsidiaries rose again in FY 2023, with 91 new actions filed, the third highest of any fiscal year in SEED. Although filings increased, total monetary settlements fell to...more
The number of actions filed by the SEC against public companies and subsidiaries climbed again in FY 2023 to 91 actions, a 34% increase over the prior fiscal year. These actions accounted for 18% of the 501 total standalone...more
The SEC noted cooperation by 69% of public companies and subsidiaries that settled in FY 2023, the third highest of any fiscal year in the Securities Enforcement Empirical Database (SEED). Of the cooperating defendants that...more
Total monetary value of settlements fell to lowest level in last eight fiscal years. The U.S. Securities and Exchange Commission (SEC) filed 91 enforcement actions against public companies and subsidiaries in fiscal year...more
In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more
Section 189 of the California General Corporation Law defines "subsidiary" as follows...more
On May 21, 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to its disclosure requirements for acquired and disposed businesses. ...more
The U.S. Securities and Exchange Commission (the “SEC”) recently adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include certain credit enhancements. The amendments...more
Amendments eliminate audited three-year guarantor financial statement footnote and separate financial statements of subsidiaries whose shares are pledged; replaced with unaudited combined summarized financial information for...more
On March 2, 2020, the Securities and Exchange Commission (SEC) adopted amendments that reduce and simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of guaranteed...more
On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more
On March 2, the Securities and Exchange Commission adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees. The final...more
The SEC announced charges against alcohol producer Diageo plc for failing to make required disclosures of known trends relating to the shipments of unneeded products by its North American subsidiary to distributors. Diageo...more
In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition. The case arose out of Uber’s acquisition of Ottomotto LLC. Otto was founded by Anthony Levandowski, a...more
Public company directors, who are under constant threat of claims, received welcome news earlier this month. On December 9, 2019, the U.S. District Court for the Southern District of New York ruled that corporate directors...more
Earlier this year the SEC’s Enforcement Division published its annual report, reviewing FY 2019 which ended on September 30, 2019. As in the past, the Report reviewed not just the statistics from the year but also the entire...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
No, the Committee on Foreign Investment in the United States has not put a halt to acquisitions of U.S. companies by China-based purchasers. Three recently cleared transactions illustrate that CFIUS is not standing in the...more
The Delaware Supreme Court recently ruled on two appeals from Court of Chancery decisions involving "conflicts committees" of Delaware limited partnerships. Both decisions arise out of challenges to "drop-down" transactions...more
The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more
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...more
The UK Government has published guidance1 on the transparency in supply chains provision of the Modern Slavery Act. Starting with those with a year-end of 31 March 2016, all organisations with a turnover above £36m will be...more