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February 23, 2018 SEC Issues Updated Cybersecurity Guidance
Client Memorandum
February 20, 2018 Nasdaq Proposes to Modify Shareholder Approval Rule
Client Memorandum
February 8, 2018 Second and Ninth Circuits Weigh in on Securities Litigation Standards
Client Memorandum
February 8, 2018 New Tax Act Has Meaningful Implications for Broad-Based Employee Benefit Plans
Client Memorandum
February 7, 2018 NYSE Introduces New Rules for Direct Listings
Client Memorandum
February 6, 2018 2017年中国反垄断法领域回顾
Client Memorandum
January 31, 2018 Reminder for NYSE-Listed Companies: Expanded Hours for Dividend Notices Begin February 1
Client Memorandum
January 31, 2018 China Antitrust Review 2017
Client Memorandum
January 31, 2018 Administering Compensation Programs in the Wake of TCJA – New Section 162(m)
Client Memorandum
January 26, 2018 Revised 2018 Jurisdictional Thresholds Under the HSR Act and For the Prohibition of Interlocking Directorates
Client Memorandum
January 23, 2018 Quarterly Report – Life Sciences Securities Litigation Activity in Q4 2017
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January 22, 2018 Potential SEC Shutdown - 18 Law Firm Consensus Report
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January 18, 2018 U.S. Supreme Court to Decide Whether to Defer to Chinese Government’s Interpretation of PRC Laws in Vitamin C Antitrust Case
Client Memorandum
January 18, 2018 Delaware Supreme Court’s Rulings Re-Establish Importance of Deal Price and Sale Process in Appraisal Proceedings
Client Memorandum
January 8, 2018 New Tax Act Provides Tax Deferral Opportunity for Private Company Equity Compensation Awards
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December 21, 2017 The New Tax Regime - Disclosure Considerations for Public Companies
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December 21, 2017 Securities Fraud Class Action Suits Following Cyber Breaches: The Trickle Before the Wave
Client Memorandum
December 20, 2017 Davis Polk Previews the New Tax Regime
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December 18, 2017 Intellectual Property and Tech Transactions Update
Client Memorandum
December 14, 2017 Preparing Your 2017 Form 20-F
Client Memorandum
December 13, 2017 Supreme Court shook up patent venue in 2017

Daily Journal, December 4, 2017

December 8, 2017 NYSE Requires Listed Companies to Delay Issuing Material News Immediately After Market Close
Client Memorandum
December 5, 2017 White Collar Update: Solicitor General Sides with Opponents, Agrees SEC ALJs are Unconstitutionally Appointed
Client Memorandum
December 4, 2017 Last Minute Retention of Corporate AMT in Senate Tax Bill has Unintended Consequences
Client Memorandum
December 1, 2017 White Collar Update: Deputy Attorney General Rod Rosenstein Announces New FCPA Corporate Enforcement Policy Establishing a Category of Presumptive Declinations
Client Memorandum
November 21, 2017 Ninth Circuit Upholds Dismissal of Yelp Securities Class Action
Client Memorandum
November 8, 2017 Tax Reform Proposal - Uncertainty for Year-End Compensation Planning: What You Can Do to Prepare
Client Memorandum
November 1, 2017 New York City Commission on Human Rights Salary History Law
Client Memorandum
October 30, 2017 SEC Division of Enforcement Co-Directors Stephanie Avakian and Steven Peikin Provide Remarks on Enforcement Division’s Initiatives and Priorities
Client Memorandum
October 25, 2017 SEC Approves PCAOB Rule Expanding Auditor’s Report
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October 19, 2017 Trump’s Nominees for the FTC
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October 18, 2017 Life Sciences Securities Litigation Activity in Q3 2017
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October 16, 2017 SEC Releases Proposal Aimed at Simplifying Public Company Disclosure
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October 12, 2017 White Collar Update: Deputy Attorney General Rod Rosenstein Delivers Address on Corporate Enforcement Policy
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October 5, 2017 DOJ Challenges Consummated Merger Following HSR Clearance
Client Memorandum
September 25, 2017 So You Want to Buy a Stake in a Private Equity Manager?
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September 25, 2017 Pay Ratio Disclosure Rule: The SEC’s Latest Guidance Should Ease Compliance Costs for Companies
Client Memorandum
September 8, 2017 Life Sciences Companies Under Attack by Plaintiffs’ Securities Bar

Daily Journal, August 31, 2017

September 7, 2017 Reminder: Reporting Your “Say-on-Frequency” Decision
Client Memorandum
September 6, 2017 Recent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum
Client Memorandum
September 5, 2017 U.S. Court of Appeals (Second Circuit) Upholds Convictions, Eliminates Newman’s “Meaningfully Close Personal Relationship” Requirement
Client Memorandum
August 21, 2017 SEC Staff Provides Additional Relief to Facilitate IPO Filings
Client Memorandum
August 14, 2017 Delaware Supreme Court’s Ruling in DFC Global Provides Important Clarity on the Role of Deal Price and the Sale Process in Appraisal Proceedings
Client Memorandum
August 8, 2017 What Happens if the CFPB Arbitration Rule Isn't Overturned? - Ten Practical Tips to Think About Now
Client Memorandum
August 3, 2017 NYSE Announces Ex-Date Changes for T+2 Settlement; Proposes Expanded Hours for Dividend Notice Policy
Client Memorandum
August 1, 2017 Snap Decision: Leading Index Providers Nix Multi-Class Shares
Client Memorandum
July 28, 2017 Luke M. Froeb Appointed Chief Economist at DOJ Antitrust Division
Client Memorandum
July 19, 2017 Increased Activity and Emerging Patterns in Securities Litigation Against Life Sciences Companies
Client Memorandum
July 11, 2017 Morrison and Class Certification: The Second Circuit Petrobras Decision
Client Memorandum
July 5, 2017 SEC Staff Expands Ability to File Registration Statements on a Nonpublic Basis
Client Memorandum
June 28, 2017 Securities Litigation Update: After Full D.C. Circuit Deadlocks, Circuit Court Split over the Constitutionality of SEC Administrative Law Judges Likely Bound for Supreme Court
Client Memorandum
June 27, 2017 Supreme Court Declines to Apply Class Action Tolling and Upholds Dismissal of Individual Securities Cases Filed After Expiration of Statutes of Repose
Client Memorandum
June 22, 2017 NASDAQ Announces Ex-Dividend Date Changes For T+2 Settlement
Client Memorandum
June 7, 2017 PCAOB Adopts New Standard Expanding Auditors’ Reports
Client Memorandum
June 6, 2017 Securities Enforcement Update: Supreme Court Rules that Five-Year Statute of Limitations Applies to SEC Disgorgement Actions
Client Memorandum
June 6, 2017 Just How Iron-Clad are Contractual Rights to Payment On Preferred Stock of a Solvent Company?
Client Memorandum
May 30, 2017 Target Corp. Cyber Breach Settlement Reflects Emerging Best Practices for Cybersecurity
Client Memorandum
April 26, 2017 Securities Enforcement Update: Supreme Court Hints at Statute of Limitations for Disgorgement Actions, Justices Question SEC’s Authority to Seek Disgorgement Altogether
Client Memorandum
April 12, 2017 SEC Staff Announces Further Relief from Conflict Minerals Reporting Requirements
Client Memorandum
April 3, 2017 JOBS Act EGC Revenue Cap Raised to $1.07 Billion to Adjust for Inflation
Client Memorandum
March 27, 2017 President Trump Appoints Makan Delrahim to Lead the Antitrust Division
Client Memorandum
March 24, 2017 SEC Approves Move to T+2 Standard Settlement Cycle in September 2017
Client Memorandum
March 7, 2017 SEC Requires Active Hyperlinks in Exhibit Indexes Beginning September 2017; Proposes Inline XBRL
Client Memorandum
March 6, 2017 White Collar Update: New DOJ Guide to Evaluation of Corporate Compliance Programs
Client Memorandum
February 14, 2017 Resource Extraction Disclosure Repealed
Client Memorandum
February 7, 2017 Antitrust Agencies Reach Settlements in Three HSR Act Cases
Client Memorandum
January 30, 2017 Issue 10: Lex et Brexit — The Miller Case and Brexit for Benchmark Administrators in the UK
Client Newsletter
January 25, 2017 White Collar Update: Rolls-Royce Reaches Global $800 Million Resolution in Bribery Scheme
Client Memorandum
January 25, 2017 China Antitrust Review 2016
Client Memorandum
January 20, 2017 Revised 2017 Jurisdictional Thresholds Under the HSR Act
Client Memorandum
January 19, 2017 Securities Enforcement Update: Supreme Court to Decide Statute of Limitations for SEC Disgorgement Actions
Client Memorandum
January 17, 2017 Second Circuit Court of Appeals Overturns Marblegate
Client Memorandum
January 5, 2017 VW Ruling – Morrison Not A Bar To Securities Claims Involving ADRs
Client Memorandum
January 5, 2017 Circuit Court Split over the Constitutionality of SEC Administrative Law Judges Tees Up Issue for the Supreme Court
Client Memorandum
January 3, 2017 White Collar Update: Teva to Pay $519 Million in FCPA Resolution, a Pharmaceutical Industry Record
Client Memorandum
December 23, 2016 White Collar Update: Odebrecht and Braskem to Pay Record FCPA Penalty of at Least $3.5 Billion in Petrobras Fallout
Client Memorandum
December 22, 2016 SEC Announces Two Enforcement Actions Regarding Restrictive Language in Severance Agreements
Client Memorandum
December 12, 2016 Predictions on Possible Changes to and Timing of the Dodd-Frank Executive Compensation Provisions
Client Memorandum
December 8, 2016 White Collar Update: Supreme Court Rejects Second Circuit’s Narrow Interpretation of Insider-Trading Law
Client Memorandum
December 8, 2016 Preparing Your 2016 Form 20-F
Client Memorandum
December 6, 2016 Addressing the Growing Threat of Securities Class Actions in the Life Sciences Sector
Client Memorandum
December 2, 2016 Setting the Stage for Comprehensive Tax Reform
Client Memorandum
November 30, 2016 Issue 9: Lex et Brexit — The Cliff Edge and New Proposals for EU Intermediate Holding Companies
Client Newsletter
November 21, 2016 SEC Issues Guidance on 5-Day Debt Tender Offers and Financial Advisor Disclosure in Equity Tender Offers
Client Memorandum
November 14, 2016 China: An Overview of Intellectual Property Rights Guidelines and Global Considerations for Antitrust Practitioners

Concurrences N° 4-2016

November 10, 2016 ISS Updates Pay-for-Performance Evaluation Methodology for 2017
Client Memorandum
November 4, 2016 Brexit: Article 50 and the Miller Case
Client Memorandum
October 31, 2016 Investment Management Regulatory Update - October 2016
Client Newsletter
October 28, 2016 SEC Proposes Universal Proxy Cards
Client Memorandum
October 14, 2016 Jensen Embodied in Proposed Dodd-Frank Rule

The Daily Journal, October 14, 2016

October 14, 2016 Final and Temporary Section 385 Regulations
Client Memorandum
September 30, 2016 Issue 7: Lex et Brexit — The Law and Brexit
Client Newsletter
September 21, 2016 Intellectual Property Update: September 2016
Client Newsletter
September 16, 2016 Issue 6: Lex et Brexit — The Law and Brexit
Client Newsletter
September 8, 2016 All in the Family | Intellectual Property, Fall 2016
Intellectual Property, Fall 2016
September 1, 2016 Issue 5: Lex et Brexit — The Law and Brexit
Client Newsletter
August 31, 2016 Ninth Circuit Issues SOX Opinion—Approves Compensation Clawback Even for Executives Not Engaged in Misconduct
Client Memorandum
August 19, 2016 Issue 4: Lex et Brexit — The Law and Brexit
Client Newsletter
August 18, 2016 Recent Delaware Appraisal Rights Developments Address Interest Rate Risk but Leave Certain Transactions Vulnerable on Deal Price
Client Memorandum
August 5, 2016 Issue 3: Lex et Brexit — The Law and Brexit
Client Newsletter
August 2, 2016 New Proxy Advisor Policy Affects IPO Company Director Elections
Client Memorandum
July 22, 2016 Issue 2: Lex et Brexit — The Law and Brexit
Client Newsletter
July 19, 2016 SEC Proposes Additional Disclosure Reforms
Client Memorandum
July 9, 2016 Issue 1: Lex et Brexit — The Law and Brexit
Client Newsletter
June 29, 2016 SEC Finalizes Disclosure Rules for Payments by Resource Extraction Issuers
Client Memorandum
June 27, 2016 SEC Proposes to Modernize Mining Disclosure
Client Memorandum
June 13, 2016 Partners as Employees? IRS Says Not So Fast
Client Memorandum
June 13, 2016 New York Court of Appeals Limits Availability of Common Interest Privilege
Client Memorandum
June 6, 2016 2nd Cir. Holds that the Federal Courts Lack Jurisdiction to Hear Attacks Against Ongoing SEC Administrative Proceedings
Client Memorandum
June 2, 2016 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
May 19, 2016 SEC Releases Guidance on Non-GAAP Financial Measures
Client Memorandum
May 11, 2016 Pre-IPO Companies Can Stay Private Longer: SEC Wraps Up JOBS Act Rulemaking
Client Memorandum
April 22, 2016 Regulation S-K Concept Release Charts Ambitious Course for Corporate Disclosure Reform
Client Memorandum
April 19, 2016 White Collar Update: DOJ Announces One-Year FCPA Self-Reporting Pilot Program
Client Memorandum
April 13, 2016 White Collar Update: D.C. Circuit Reaffirms Prosecutors’ Authority over Deferred Prosecution Agreements
Client Memorandum
April 11, 2016 Treasury Proposes Overhaul of Intercompany Debt Rules
Client Memorandum
April 11, 2016 Treasury Issues New Anti-Inversion Guidance
Client Memorandum
March 24, 2016 Foreign Sovereign Compulsion: A Widening Split on Chinese Exports
The Antitrust Counselor (ABA)

Vol. 10.3, March 2016

February 23, 2016 SEC Decides Not to Pursue Clawback Actions Against Executives Who Reimbursed Company for Previously Paid Compensation
Client Memorandum
January 27, 2016 Corruption in 2015: Key Takeaways
Client Newsletter
January 25, 2016 White Collar Update: Supreme Court Will Decide Reach of Insider Trading Law
Client Memorandum
January 21, 2016 Revised 2016 Jurisdictional Thresholds Under the HSR Act and For the Prohibition of Interlocking Directorates
Client Memorandum
January 19, 2016 China Antitrust Review 2015
Client Memorandum
January 11, 2016 Will Anti-Reliance Provisions Preclude Extra-Contractual Fraud Claims? Answers Differ in Delaware, New York, and California
Client Memorandum
December 21, 2015 SEC Re-Proposes Rules Implementing Dodd-Frank Disclosure Requirements for Resource Extraction Issuers
Client Memorandum
December 17, 2015 Preparing Your 2015 Form 20-F
Client Memorandum
December 15, 2015 Class Action Update: Supreme Court Reaffirms Enforcement of Class Arbitration Waivers
Client Memorandum
December 10, 2015 White Collar Update: Second Circuit Grants Jefferies Bond Trader New Trial, Reverses Others
Client Memorandum
November 19, 2015 SEC Proposes Rule Changes to Facilitate Intrastate and Regional Securities Offerings
Client Memorandum
November 19, 2015 SEC Adopts Crowdfunding Rules
Client Memorandum
October 28, 2015 Closing Your M&A Deal on a Weekend
Client Memorandum
October 23, 2015 MOFCOM Lifts Many, But Not All, Hold Separate Requirements Previously Imposed as Conditions to Clearance of Hard Disk Drive Deals
Client Memorandum
September 24, 2015 Securities Litigation Update: Constitutional Challenges to SEC’s Administrative Courts Gain Momentum
Client Memorandum
September 23, 2015 United States: Anti-Cartel Enforcement
The Antitrust Review of the Americas 2016
Global Competition Review
September 8, 2015 European Regulatory Snapshot: Remuneration in the Financial Services Industry 2015
Client Memorandum
August 26, 2015 FTC Settlement with Activist Fund Clarifies Scope of HSR Passive Investment Exemption
Client Memorandum
August 19, 2015 D.C. Circuit Court Upholds Earlier Decision Partially Invalidating Conflict Minerals Rule
Client Memorandum
August 17, 2015 FTC Articulates Enforcement Policy Against “Unfair Methods of Competition,” Fine-Tunes Merger Review Process
Client Memorandum
August 10, 2015 SEC Adopts Final Pay Ratio Disclosure Rule
Client Memorandum
August 5, 2015 Insider Trading Update: Department of Justice Seeks Supreme Court Review of Second Circuit Case Deciding Reach of Insider Trading Law
Client Memorandum
July 10, 2015 SEC Ponders Expanding Audit Committee Disclosure
Client Memorandum
July 8, 2015 SEC Proposes Dodd-Frank Clawback Rule
Client Memorandum
July 1, 2015 Recent Compensation-Related Tax Developments
Client Memorandum
June 29, 2015 Third Circuit Holds Non-Cash Consideration – Such As “No Authorized Generic” Agreements – Can Constitute Unlawful “Pay For Delay”
Client Memorandum
June 11, 2015 D.C. Circuit Upholds FTC Premerger Notification Rules Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical Industry
Client Memorandum
May 29, 2015 Second Circuit Finds “Product Hopping” By a Pharmaceutical Company to Violate Antitrust Laws
Client Memorandum
May 12, 2015 Delaware Court of Chancery Subjects Non-Employee Director Compensation to the “Entire Fairness” Standard
Client Memorandum
May 11, 2015 Department of Labor – Fiduciary Advice Definition and Conflict of Interest Rule
Client Memorandum
May 6, 2015 BE-10 Filing Deadline Nears for U.S. Companies With Foreign Subsidiaries and Other Affiliates
Client Memorandum
May 1, 2015 Intarcia Pre-Commercial Royalty Financing: the Start of a New Trend or One-Off Deal?
Client Memorandum
May 1, 2015 SEC Proposes “Pay Versus Performance” Rule
Client Memorandum
April 3, 2015 IRS Releases Final Regulations Under Section 162(m): Some Relief for Newly Public Companies
Client Memorandum
April 2, 2015 SEC Announces Enforcement Action Against Restrictive Language in Confidentiality Agreements
Client Memorandum
March 9, 2015 SEC Proposes Long-Awaited Hedging Disclosure Rule: What Does It Mean and What Should You Do Now?
Corporate Law & Accountability Report, 13 CARE 10, 03/06/15, Bloomberg BNA
Corporate Law & Accountability Report, 13 CARE 10, 03/06/15, Bloomberg BNA
February 18, 2015 Proxy Access – a Decision Framework
Client Memorandum
February 11, 2015 SEC Proposes Hedging Disclosure Rule
Client Memorandum
January 28, 2015 China Antitrust Review 2014
Client Memorandum
January 27, 2015 SDNY Issues Novel Opinion Holding that Out-of-Court Restructurings May Violate Noteholder Rights Under the Trust Indenture Act
Client Memorandum
January 23, 2015 New Procedures for Shortened Debt Tender Offers; Relief Extended to High-Yield Debt
Client Memorandum
January 21, 2015 SEC Proposes Amendments to Exchange Act Rules Governing Registration Requirements
Client Memorandum
January 15, 2015 Revised Jurisdictional Thresholds Under the HSR Act and For the Prohibition of Interlocking Directorates
Client Memorandum
December 21, 2014 Delaware Supreme Court Reverses Preliminary Injunction Requiring Go-Shop; Reaffirms “No Single Blueprint” to Satisfy Revlon Duties
Client Memorandum
December 15, 2014 FINRA Settles with Wall Street Banks; Provides New Views on Research Analyst Communications During "Solicitation Period"
Client Memorandum
December 12, 2014 Preparing Your 2014 Form 20-F
Client Memorandum
December 11, 2014 Insider Trading: U.S. Court of Appeals (Second Circuit) Vacates Convictions, Clarifies Requirements of Tippee Liability
Client Memorandum
December 1, 2014 European Regulatory Snapshot: CRD IV Bonus Cap Likely Set to Stay
Client Memorandum
November 7, 2014 ISS and Glass Lewis Release Changes to Their Voting Guidelines for the 2015 Proxy Season
Client Memorandum
October 7, 2014 Recent Anti-Inversion Guidance Has Meaningful Implications for Insurance Companies
Client Memorandum
September 23, 2014 Treasury Issues Long-Awaited Anti-Inversion Guidance
Client Memorandum
September 16, 2014 SEC Proposes to Exempt Certain Communications Involving Security-Based Swaps from Securities Act Registration
Client Memorandum
September 10, 2014 Schumer Releases Draft Anti-Inversion Bill
Client Memorandum
September 4, 2014 United States: Anti-Cartel Enforcement
The Antitrust Review of the Americas 2015
Global Competition Review
September 4, 2014 European Regulatory Snapshot: Remuneration in the Financial Services Industry 2014
Client Memorandum
August 21, 2014 FTC Fines Acquirer $896,000 for Failure to File Under HSR Act for Incremental Acquisitions of a Public Issuer by Conversion of Notes
Client Memorandum
August 20, 2014 11 Rules
28 Antitrust No. 3, American Bar Association
July 30, 2014 A Review of the First Wave of Conflict Mineral Filings
Client Memorandum
July 1, 2014 SEC Guidance on Use of Proxy Advisory Firms for Voting Proxies
Client Memorandum
June 27, 2014 U.S. Supreme Court: No Presumption of Prudence for ESOP Fiduciaries, Court Details Pleading Requirements for Breach of Prudence Claims
Client Memorandum
June 18, 2014 Whistleblower Update: SEC Resolves First Case Under New Authority to Bring Anti-Retaliation Claim
Client Memorandum
June 4, 2014 Second Circuit Vacates Judge Rakoff’s Rejection of Consent Settlement in SEC v. Citigroup Global Markets
Client Memorandum
May 21, 2014 FCPA Jurisprudence: U.S. Court of Appeals (11th Circuit) Defines “Instrumentality” Under the FCPA, Adopts Government’s View
Client Memorandum
May 21, 2014 Proposed Legislation Would Significantly Limit Inversion Transactions
Client Newsflash
May 6, 2014 The Second Circuit Issues Decision of First Impression With Respect to Morrison and Extraterritoriality
Client Newsflash
May 5, 2014 Delaware Court Declines to Enjoin Sotheby’s Annual Meeting
Client Memorandum
May 2, 2014 Conflict Minerals Update: SEC Formally Stands by Staff Guidance
Client Newsflash
April 21, 2014 2014 Proxy Season: Early Indications
Client Memorandum
April 14, 2014 D.C. Circuit Court Partially Invalidates Conflict Minerals Rule
Client Newsflash
March 26, 2014 D.C. District Court Orders Production of Internal Compliance Investigation Materials
Client Memorandum
March 24, 2014 Marubeni Corp. Pleads Guilty to FCPA Bribery Charges
Client Memorandum
January 29, 2014 SEC Staff Issues Further Guidance on the Proxy “Unbundling” Rule
Client Newsflash
January 28, 2014 Merger Challenges Update
Client Memorandum
January 27, 2014 China Antitrust Review 2013
Client Memorandum
January 23, 2014 Revised Jurisdictional Thresholds Under the HSR Act and For the Prohibition of Interlocking Directorates
Client Memorandum
January 23, 2014 Preparing Your 2013 Form 20-F
Client Memorandum
January 14, 2014 Regulation A+: A Middle Way?
Client Memorandum
December 11, 2013 PCAOB Proposals Would Significantly Impact Public Company Audits
Client Newsflash
December 9, 2013 New Proposed and Final Regulations Address Withholding on “Dividend Equivalents”
Client Memorandum
December 4, 2013 Nasdaq Proposes More Flexible Compensation Committee Independence Standards
Client Newsflash
November 7, 2013 FTC Finalizes Amendments to the Premerger Notification Rules Related to the Transfer of Exclusive Patent Rights in the Pharmaceutical Industry
Client Memorandum
October 22, 2013 FINRA Issues Report on Broker-Dealer Conflicts of Interest
Client Memorandum

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