27 Jun, 2024 Trends and Updates from the 2024 Proxy Season By Pamela Marcogliese Elizabeth Bieber Brandon Gantus Beth George David Livshiz Christine Lyon Shira Oyserman Yunah Ko Ariana Negron Zhanqi Xu Ornia Abdouljalil Sumner Fields Jennifer King Young Park Bonnie Jordan +12 more... Show less The Freshfields’ team reviewed trends and developments for the 2024 proxy season, summarizing the key takeaways and guidance across the...
27 Mar, 2024 FDIC Joins Bank Merger Fray with Proposed Policy Statement By David Sewell Alison Hashmall Justin Stewart-Teitelbaum Jenny Hochenberg Angela Landry Nathaniel Balk Tina Laritz Cates Saleeby +5 more... Show less With the recent one-year anniversary of three of the largest bank failures in U.S. history—shortly preceded by the largest bank merger...
18 Mar, 2024 UPDATE: SEC Stays Final Rules on Climate-Related Disclosures By Pamela Marcogliese Elizabeth Bieber Zo Khalid Heather Kellam Jordan Phelan +2 more... Show less On Friday, March 15, 2024, the United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) stayed the Securities and...
12 Mar, 2024 SEC Adopts Final Rules on Climate-Related Disclosures By Pamela Marcogliese Elizabeth Bieber Zo Khalid Heather Kellam Jordan Phelan +2 more... Show less On March 6, 2024, the Securities and Exchange Commission (the “SEC”) adopted its long anticipated rules, amending Regulations S-K and S-X...
20 Feb, 2024 Sears and (the Limited Scope of) Controlling Stockholder Fiduciary Duties By Ethan Klingsberg Meredith Kotler Victor Ma The recent post-trial opinion by the Delaware Court of Chancery in In re Sears Hometown and Outlet Stores, Inc. Stockholder...
01 Feb, 2024 9 Key Takeaways from the SEC’s New SPAC Rules By Michael Levitt Valerie Ford Jacob Sebastian Fain On January 24, 2024, the SEC issued a 581-page release which adopted new rules to govern SPAC IPOs and de-SPAC business combinations. To...
31 Jan, 2024 Takeaways from the Cross-Border M&A Roundtable Hosted by The American College of Governance Counsel and Les Club des Juristes By Carol Lee Ruth Levy The roundtable on “New Developments in Cross-Border M&A” hosted recently by the American College of Governance Counsel and Les Club des...
28 Dec, 2023 Legislation Does NOT Extend the Application of Section 16 to Foreign Private Issuers and Their Insiders By Pamela Marcogliese Elizabeth Bieber Taryn Zucker Elizabeth Fleming Cates Saleeby +2 more... Show less The final version of the National Defense Authorization Act for Fiscal Year 2024 does not include the changes to Section 16 proposed by...
02 Oct, 2023 Pending Legislation May Extend the Application of Section 16 to Foreign Private Issuers and Their Insiders By Elizabeth Bieber Nicole Foster Lori Goodman Taryn Zucker Ethan Magid Regina Erie Elizabeth Fleming Ariana Negron +5 more... Show less An update has since been posted and can be found at this link. For decades, Foreign Private Issuers (“FPIs”) and their insiders have been...
30 Sep, 2023 Government Shutdown & the SEC – Practical Advice for Public Companies By Sarah Solum Pamela Marcogliese Taryn Zucker Heather Kellam +1 more... Show less With a government shutdown looming, the Division of Corporation Finance of the SEC has updated its guidance outlining the “extremely...
07 Jun, 2023 Return of the CVR By Adam Golden Mark Appleton The recent surge in bolt-on M&A in the life sciences sector is being fueled by the use of contingent value rights. Notwithstanding...
06 Jun, 2023 SEC Issues Three C&DIs Addressing the Rule 10b5-1 Amendments By Pamela Marcogliese Elizabeth Bieber Jeremy Barr Taryn Zucker Zo Khalid Jennifer Burrow +3 more... Show less On May 25, 2023, the staff of the SEC’s Division of Corporate Finance (the “Staff”) released three new compliance and disclosure...