April 8, 2010 Climate Change and Environmental Update
Client Newsletter
April 8, 2010 EPA Seeks Corporate Ownership Information Under Greenhouse Gas Reporting Rule and Expansion of Reporting Obligations to Additional Oil and Gas Facilities
Climate Change and Environmental Update
April 8, 2010 Future Federal Actions May Need to Consider Impact on Climate Change
Climate Change and Environmental Update
April 8, 2010 New Federal Greenhouse Gas Emission Laws Begin to Take Effect January 2011
Climate Change and Environmental Update
April 6, 2010 Investment Management Regulatory Update
Client Newsletter
April 1, 2010 Breaking Up (and Getting Paid) Is Hard to Do
American Bankruptcy Institute Journal
April 1, 2010 Substantive Consolidation – A Post-Modern Trend
American Bankruptcy Institute Law Review Vol. 14:527
April 1, 2010 The SEC's New Short Sale Rule: Implications and Ambiguities
Securities Market
Insights, Vol. 24, No. 4, April 2010
March 31, 2010 Right to Credit Bid Denied in Philadelphia Newspapers
Dow Jones Daily Bankruptcy Review
March 29, 2010 Structuring Private Equity Investments in FDIC “Problem” Institutions
Private Equity Newsletter
March 23, 2010 Insolvency and Restructuring Update
In re Philadelphia Newspapers, LLC: Third Circuit Court of Appeals Denies Secured Creditors’ Right to Credit Bid in Sale Pursuant to a Plan of Reorganization
March 23, 2010 Summary of Manager’s Amendment to the March Dodd Bill
Client Newsflash
March 22, 2010 Capital Ideas: The Taxation of Derivative Gains and Losses
Tax Notes
March 19, 2010 HIRE Act Codifies FATCA Rules, Ban on Bearer Bonds and Rules for Withholding on “Dividend Equivalents”
Client Memorandum
March 19, 2010 Modifications to Global Research Settlement Pave Way for Chaperoned Research and Investment Banking Participation in Joint Due Diligence Sessions
Client Newsflash
March 17, 2010 Summary of the March 15, 2010 Draft of the Restoring American Financial Stability Act, Introduced by Senator Christopher Dodd (D-CT)
Client Memorandum
March 16, 2010 Corporate Governance and Executive Compensation in the New Dodd Bill: Implications for All US Public Companies
Client Memorandum
March 15, 2010 Preparing for RiskMetrics Group's New Governance Risk Indicators (GRId)
General Counsel Update
March 11, 2010 New “PROP Trading Act” Would Expand “Volcker” Prohibitions
Client Memorandum
March 9, 2010 Investment Management Regulatory Update
Client Newsletter
March 8, 2010 The SEC’s New Short Sale Rule: Implications and Ambiguities
Client Memorandum
March 4, 2010 Treasury Proposes “Volcker Rule” Legislative Text
Client Memorandum
March 3, 2010 Delaware Court Upholds Use of 4.99% Poison Pill to Protect NOLs
Client Memorandum
March 3, 2010 Update: Preparing Your 2009 Form 20-F
Client Memorandum
March 2, 2010 2009 年度フォーム20-F の作成に関するアップデート(参考和訳)
Client Memorandum
March 1, 2010 Consolidation and Competition in the US Equity Markets
Capital Markets Law Journal 2010, Vol. 5, No. 2
March 1, 2010 Corporate Governance Practices in US Initial Public Offerings
Practical Law - The Journal
March 1, 2010 Limit My Practice Instead!
Thoughts on Reforming Section 382
Taxes--The Tax Magazine
February 26, 2010 IRS Suspends, Waives Certain FBAR Filings
Client Newsflash
February 26, 2010 Proposed FBAR Regulations Address Some Concerns but Leave Many Questions Unanswered
Client Newsflash
February 25, 2010 Recent Second Circuit Decision Underscores Importance of Careful Consideration of Indenture Terms
Client Newsflash
February 25, 2010 SEC Deputy Director of Enforcement Provides Further Information Regarding Cooperation Initiatives
Client Newsflash
February 24, 2010 SEC Approves New Short Sale Price Test
Client Newsflash
February 18, 2010 Directors' Duties under the New SEC Rules on Disclosure Enhancement
Article: The Conference Board
February 11, 2010 Form F-4 Registration of Japanese Business Combinations with the U.S. SEC under the U.S. Securities Act
Client Memorandum
February 11, 2010 米国証券法フォームF-4における組織再編取引の登録(参考和訳)
Client Memorandum
February 9, 2010 RiskMetrics’ Governance Risk Indicators (GRId) – a New Governance Measurement for Proxy Voting Reports
General Counsel Update
February 8, 2010 Environmental Disclosure in SEC Filings – 2010 Update
Client Memorandum
February 8, 2010 SEC Enforcement Division Releases Detailed Information Regarding Cooperation Initiatives
Client Newsflash
February 5, 2010 2010 Acquisition Financing: Trends From 2009
Article: Practical Law Company
February 5, 2010 Investment Management Regulatory Update
Client Newsletter
February 2, 2010 DOJ Alleges Acquirer's Premerger Review of Target's Contracts Violates HSR Act
Client Newsflash
February 1, 2010 FINRA Proposes Changes to New and Continuing Membership Application Processes
Client Memorandum
February 1, 2010 Say on Pay: une realite bientot francaise?
Decideurs: Strategie Finance Droit
February 1, 2010 UCL Class Certification After ‘Tobacco II’
Article: The Recorder
January 29, 2010 DOJ to Revise Horizontal Merger Guidelines to Better Reflect "Actual Agency Practice"
Client Newsflash
January 29, 2010 Preparing Your 2009 Form 20-F
Client Memoradum
January 28, 2010 2009 年度フォーム20-F の作成について(参考和訳)
Client Memorandum
January 28, 2010 SEC Proposes Amendments to Rule 10b-18 Safe Harbor for Issuer Repurchases
Client Memorandum
January 28, 2010 SEC Removes Roadblocks to Use of Non-GAAP Measures in Filings
Client Memorandum
January 27, 2010 SEC Proposes Rule Regarding Sponsored Access
Client Memorandum
January 27, 2010 SEC Speaks on Climate Change Disclosure Obligations
Client Newsflash
January 25, 2010 Insolvency and Restructuring Update
Significant Decision in Six Flags Chapter 11 Case
January 25, 2010 President Obama Proposes Size and Activities Limits for Financial Institutions
Client Memorandum
January 22, 2010 FINRA Proposes Changes to Personnel Registration Requirements
Client Memorandum
January 21, 2010 Revised Jurisdictional and Exemption-Related Thresholds under the HSR Act
Client Memorandum
January 19, 2010 SEC Issues Concept Release on Equity Market Structure
Client Memorandum
January 15, 2010 President Obama Proposes Tax on Large Financial Firms
Client Newsflash
January 15, 2010 SEC Enforcement Director Introduces New Unit Chiefs and Cooperation Initiatives
Client Newsflash
January 13, 2010 Delaware Court Holds Misleading Schedule 13D May Give Rise to Damages Claim Under State Law
Client Newsflash
January 13, 2010 SEC Issues No-Action Letter Permitting Reliance Upon Section 3(a)(9) in Exchanges of Securities with Upstream Guarantees
Client Newsflash
January 13, 2010 The FDIC Seeks Public Comment on Whether to Incorporate Compensation Programs into the Risk-Based Deposit Insurance Assessment System
Client Newsflash
January 12, 2010 FDIC and Private Capital: Moving the Goal Lines
Client Memorandum
January 7, 2010 Acquisition Financing in 2010 - Trends from 2009
Client Memorandum
January 7, 2010 Investment Management Regulatory Update
Client Newsletter
January 7, 2010 The SEC’s New Corporate Governance and Compensation Disclosure Requirements
Client Memorandum
December 22, 2009 SEC Proposes New Rule to Allow Pre-Filing Offerings by Underwriters, Potentially Paving the Way for More Pre-Marketed Transactions
Client Newsflash
December 21, 2009 Insolvency and Restructuring Update
Davis Polk Partner Testifies Before Congress on Airline Bankruptcies
December 16, 2009 SEC Adopts Additional Compensation and Corporate Governance Disclosure for 2010 Proxy Season
Client Memorandum
December 15, 2009 Summary of the Wall Street Reform and Consumer Protection Act Passed by the House of Representatives, December 11, 2009
Client Memorandum
December 14, 2009 Wall Street Reform Act Includes Say on Pay and Other Compensation Provisions
Client Newsflash
December 10, 2009 FINRA Proposes New Rules Governing Member Payments to Unregistered Broker-Dealers
Client Memorandum
December 9, 2009 House to Consider Bill Containing Carried Interest Proposal, Ban on Bearer Bonds and Updated FATCA Rules
Client Memorandum
December 4, 2009 Investment Management Regulatory Update
Client Newsletter
December 3, 2009 AES Reaches Settlement with New York State Attorney General Regarding Climate Change Disclosure
Climate Change and Environmental Update
December 3, 2009 California Releases Draft Cap-and-Trade Proposal
Climate Change and Environmental Update
December 3, 2009 Climate Change and Environmental Update
Client Newsletter
December 3, 2009 International Climate Change Update
Climate Change and Environmental Update
December 3, 2009 Shareholder Activists and Institutional Investors Again Petition SEC to Provide Guidance on Climate Change Disclosure
Climate Change and Environmental Update
December 3, 2009 Shareholder Proposals on Environmental Risks May Now Be Harder to Exclude
Environmental Update
December 2, 2009 NYSE Corporate Governance Rule Changes to Take Effect January 1, 2010
Client Newsflash
December 2, 2009 Preparing for the 2010 Proxy Season: RiskMetrics Updates Voting Policies
Client Memorandum
December 2, 2009 United States Supreme Court to Hear Case Concerning the Extraterritorial Application of U.S. Securities Laws—Morrison v. National Australia Bank
Client Memorandum
December 1, 2009 De l'intervention sur les titres en periode d'offre
Decideurs: Strategie Finance Droit
December 1, 2009 Insolvency and Restructuring Update
Important Recent Decision Upholding Waivers of Rights by Second Lien Lenders in an Intercreditor Agreement
November 30, 2009 Pushing Back on Pressure for Independent Board Chairs
New York Law Journal
November 30, 2009 Shareholders Spar With Public Companies
The Recorder
November 21, 2009 Key Amendments to the Financial Stability Improvement Act of 2009 to the Committee Print, through 11/19/09
November 20, 2009 Congressional and SEC Governance and Compensation Proposals: Scorecard and Action Plan
Client Memorandum
November 17, 2009 Dodd Bill Would Affect Corporate Governance and Executive Compensation Processes for All US Public Companies
Client Memorandum
November 17, 2009 Insolvency and Restructuring Update
Client Newsletter
November 17, 2009 SEC Proposes Additional Transparency for “Dark Pools” and Intends to Issue Additional Market Structure Proposals and Concept Release Soon
Client Memorandum
November 16, 2009 Abuse of Non-GAAP Measures: SEC Brings First Regulation G Enforcement Action
Client Newsflash
November 13, 2009 Summary of the Restoring American Financial Stability Act of 2009, Introduced by Senator Christopher Dodd (D-CT) November 10, 2009 Discussion Draft
Client Memorandum
November 12, 2009 The House and Senate Debate Resolution Authority
Client Memorandum
November 11, 2009 Investment Management Regulatory Update
November 11, 2009 Proxy Access Update: Proposed Legislation Would Bolster SEC Authority on Proxy Access
Client Newsflash
November 10, 2009 Section 106(a) of the Bankruptcy Code
Recent Developments in the Law Regarding Sovereign Immunity Under the Bankruptcy Code
November 9, 2009 Investor Protection Act Passes House Financial Services Committee
Client Memorandum
October 29, 2009 Competing Over-the-Counter Derivatives Bills Progress Through the House
Client Memorandum
October 28, 2009 Consumer Financial Protection Agency Act Clears House Financial Services Committee
Client Memorandum
October 28, 2009 Highlights of Proposed Legislation Aimed at Combating Offshore Tax Evasion
Client Memorandum
October 28, 2009 SEC Revises Position on Exclusion of Shareholder Proposals Related to Risk and CEO Succession
Client Newsflash
October 27, 2009 2009 Shareholder Litigations Over Acquisitions of California Public Companies
Client Memorandum
October 27, 2009 Federal Reserve Proposed Guidance: Aligning Incentive Compensation with Safety and Soundness Concerns
Client Memorandum
October 20, 2009 SEC and CFTC Release Joint Report on Harmonization of Regulation
Client Newsflash
October 16, 2009 General Counsel Update
Planning for New Revenue Recognition Standards—Governance, Communications and Disclosure Implications
October 15, 2009 Governance Practices for IPO Companies: A Davis Polk Survey
Client Memorandum
October 15, 2009 Insolvency and Restructuring Update
TOUSA, Inc. - Significant Fraudulent Transfer Decision
October 14, 2009 Climate Change and Environmental Update
Client Newsletter
October 14, 2009 EPA Announces Scope of Future Greenhouse Gas Emission Regulations
Climate Change and Environmental Update
October 14, 2009 EPA Requires Measurement and Reporting of Greenhouse Gas Emissions
Climate Change and Environmental Update
October 14, 2009 International Climate Change Update
Climate Change and Environmental Update
October 14, 2009 Podcast: Revenue Recognition Changes
October 14, 2009 SEC Evaluating Environmental, Climate Change and Sustainability Disclosure and Indicates Climate Change Guidance May be Provided
Climate Change and Environmental Update
October 14, 2009 Second Circuit Clears Path for Climate Change Public Nuisance Lawsuits
Climate Change and Environmental Update
October 14, 2009 Senate Releases Draft Clean Energy Bill
Climate Change and Environmental Update
October 12, 2009 Insolvency and Restructuring Update
Three Important New Chapter 11 Decisions Affecting Creditors
October 12, 2009 U.S. Securities Laws Considerations and Options for Japanese Cash Tender Offers
Client Memorandum
October 11, 2009 日本における現金公開買付けに関連する米国証券諸法にかかる留意点及び選択肢(参考和訳)
Client Memorandum
October 10, 2009 Rule 802 and Application of U.S. Securities Laws to Japanese Business Combination Transactions
Client Memorandum
October 9, 2009 General Counsel Update
Preparing for the 2010 Proxy Season: Spotlight on Risk
October 9, 2009 Investment Management Regulatory Update
Client Newsletter
October 9, 2009 ルール802 及び日本の有価証券を対象とした企業結合取引への米国証券法制の適用(参考和訳)
Client Memorandum
October 8, 2009 Rule 801 and Application of U.S. Securities Laws to Japanese Rights Offerings
Client Memorandum
October 7, 2009 ルール801 及び日本におけるライツ・オファリングに対する米国証券法制の適用(参考和訳)
Client Memorandum
October 6, 2009 Representative Frank Releases Discussion Draft for Over-the-Counter Derivatives Reform
Client Memorandum
October 6, 2009 Representative Kanjorski Releases Investor Protection, Private Investment Fund Advisers Registration and Federal Insurance Office Proposals
Client Memorandum
October 5, 2009 Senate Releases Draft Clean Energy Bill
Environmental Update
October 2, 2009 EPA Adopts Mandatory Greenhouse Gas (GHG) Reporting Rule
Environmental Update
October 2, 2009 EPA Announces Scope of Future Greenhouse Gas (GHG) Emission Regulations
Environmental Update
October 2, 2009 FINRA Proposes Amendments to Communications Rules, Including New Pre-Filing Requirements for Structured Products Communications
Client Memorandum
October 2, 2009 Second Circuit Clears Path for Climate Change Public Nuisance Lawsuits
Environmental Update
October 1, 2009 Not So Bankruptcy-Remote SPEs and In re General Growth Properties Inc.
American Bankruptcy Institute Journal
October 1, 2009 Rule 12g3-2(b): The Foreign Private Issuer Exemption
Client Memorandum
October 1, 2009 SEC Urged to Defer Adopting Proxy Access Rules
Client Memorandum
October 1, 2009 SPM Manufacturing to Journal Register: Indicators of a Successful "Gift Plan"
American Bankruptcy Institute Journal
September 30, 2009 ルール12g3-2(b):海外民間発行体の適用除外(参考和訳)
Client Memorandum
September 29, 2009 Insolvency and Restructuring Update
In re Lehman Brothers Holdings, Inc.
September 25, 2009 General Counsel Update
SEC Settlement Underscores Value of Regulation FD Training and Compliance Programs
September 24, 2009 The Davis Polk Financial Crisis Manual
A Guide to the Laws, Regulations and Contracts of the Financial Crisis
September 23, 2009 IRS Releases Internal Memorandum Regarding Lending in the United States by Foreign Persons
Client Newsflash
September 21, 2009 SEC Proposes to Ban “Flash” Orders; Announces Broad Review of Market Structure Issues
Client Newsflash
September 14, 2009 Insolvency and Restructuring Update
In re American Home Mortgage Holdings, Inc.
September 9, 2009 Asia M&A / Private Equity Newsletter
Renminbi Private Equity Funds - Opportunities and Limitations
September 3, 2009 Investment Management Regulatory Update
Client Newsletter
September 1, 2009 Getting the Deal Through -- Merger Control 2010
Law Business Research
September 1, 2009 Restructuring and Liquidation of U.S. Financial Institutions
Global Financial Crisis: Navigating and Understanding the Legal and Regulatory Aspects
September 1, 2009 The Bear "Naked" Truth: Short Sales and Rumors
Practical Compliance & Risk Management for the Securities Industry
August 31, 2009 FDIC Extends Cautious Welcome To Private Capital Investments In Failed Banks
Client Memorandum
August 31, 2009 Short Sales: SEC Staff Provides Guidance on Short Sale Order-Marking Issues, Updates Regulation SHO FAQs
Client Newsflash
August 24, 2009 Davis Polk Antitrust Update
Client Newsflash
August 18, 2009 Insolvency and Restructuring Update
In re General Growth Properties, Inc.
August 17, 2009 Obama Administration Proposes Sweeping Legislation to Regulate Over-The-Counter Derivatives
Client Newsflash
August 10, 2009 Davis Polk Comment Letter on the FDIC's Proposed Policy Statement on Private Equity
Comment Letter
August 7, 2009 Extension of FBAR Filing Deadline to June 30, 2010 for Certain Persons
Client Newsflash
August 6, 2009 SEC Announces Significant Enforcement Initiatives
Client Newsflash
August 5, 2009 Investment Management Regulatory Update
A Summary of Current Investment Management Regulatory Developments
August 3, 2009 Best FRANDs Forever? Standard-Setting Antitrust Enforcement in the United States and the European Union
23 Antitrust No. 3
August 1, 2009 Des consequences d'une maladresse commise dans la redaction d'une sentence arbitrale, note sous Cass. civ. 1ere, 8 juillet 2009
Revue de l'arbitrage 2011
July 29, 2009 SEC Charges Perry Capital with Disclosure Violations in Connection with Alleged Vote Buying
Client Newsflash
July 28, 2009 Short Sales: SEC Adopts Final Rule 204, Allows Rule 10a-3T (Form SH) to Expire and Announces Other Short Sale Initiatives
Client Newsflash
July 28, 2009 The Regulatory Reform Marathon
Client Memorandum
July 24, 2009 SEC v. Dorozhko: The Second Circuit’s View of Section 10(b) “Deception”
Client Newsflash
July 20, 2009 Insolvency and Restructuring Update
In re QSI Holdings, Inc.
July 20, 2009 SEC v. Cuban: A New Decision Casts Doubt on a Key SEC Position on Insider Trading
Client Newsflash
July 20, 2009 Treasury Seeks Legislation to Enact Say on Pay and Compensation Committees Changes for All U.S. Public Companies
Client Newsflash
July 20, 2009 Update on the Derivatives Provisions in the American Clean Energy and Security Act of 2009
Client Memorandum
July 17, 2009 Additional Compensation and Corporate Governance Disclosure Requirements for 2010 Proxy Season
Client Memorandum
July 17, 2009 Private Fund Investment Advisers Registration Act
Client Newsflash
July 16, 2009 U.S. House of Representatives Approves Landmark Climate Change Legislation
Client Memorandum
July 15, 2009 Zacharias v. SEC: D.C. Circuit Affirms SEC’s Finding of Section 5 Violations
Client Memorandum
July 13, 2009 Investor Protection Act of 2009
Client Newsflash
July 7, 2009 General Counsel Update
Excluding Shareholder Proposals: Lessons From the 2009 Proxy Season
July 6, 2009 FDIC Proposes Conditions for Investments in Failed Banks by Private Capital Investors
Client Memorandum
July 1, 2009 Be Careful What You Contract For...
Secured Credit Committee
American Bankruptcy Institute
July 1, 2009 Consumer Financial Protection Agency Act of 2009
Client Newsflash
July 1, 2009 Investment Management Regulatory Update
A Summary of Current Investment Management Regulatory Developments
July 1, 2009 SEC Eliminates Broker Discretionary Vote for Director Elections in 2010, Proposes "Better" Proxy Disclosures and Codifies TARP Recipients "Say on Pay"
Client Newsflash
June 30, 2009 Private Equity Newsletter
What To Do When Your Portfolio Company Is in Financial Distress
June 25, 2009 Insolvency and Restructuring Update
Two Recent Significant Decisions in Federal Bankruptcy Law
June 24, 2009 Extension of FBAR Filing Deadline for Certain Offshore Investments
Client Memorandum
June 24, 2009 FTC Fines CEO $1.4 Million For Failure To File Under HSR Act After Purchasing Company Stock
Client Newsflash
June 24, 2009 Valuation in Chapter 11: Overview and Tools for Consensual Resolution
The International Comparative Legal Guide to: Corporate Recovery & Insolvency 2009
June 23, 2009 Corporate Regulatory Report
A Summary of Current Regulatory Developments Affecting Publicly Listed Companies
June 22, 2009 A New Foundation for Financial Regulation?
Client Memorandum
June 18, 2009 SEC Publishes Proxy Access Proposal
Client Memorandum
June 17, 2009 Obama Administration White Paper on Financial Regulatory Reform: Executive Summary and Outline of Key Proposals
Client Newsflash
June 17, 2009 Treasury Regulations Governing Compensation for TARP Participants
Client Memorandum
June 11, 2009 Obama Administration to Push for Legislation Mandating Say on Pay and Additional Independence Standards for Compensation Committee For All U.S. Public Companies
Client Newsflash
June 8, 2009 Investment Management Regulatory Update
A Summary of Current Investment Management Regulatory Developments
June 3, 2009 The National Conference Insurance Legislators' Model CDS Bill
Client Memorandum
June 2, 2009 Insolvency and Restructuring Update
In re Chrysler LLC, et al.
June 1, 2009 Derivatives Provisions in the American Clean Energy and Security Act of 2009
Client Memorandum
June 1, 2009 Second Circuit Holds that Premiums Payable to PBGC after Termination Not Dischargeable
American Bankruptcy Institute Journal
May 29, 2009 FINRA May Not Clear Some Shelfs on an Expedited Basis
Client Newsflash
May 27, 2009 Senator Schumer Proposes Key Governance Changes for U.S. Public Companies
Client Newsflash
May 20, 2009 Financial Crisis Inquiry Commission - Update
Client Newsflash
May 20, 2009 Insolvency and Restructuring Update
In re General Growth Properties, Inc.
May 20, 2009 SEC Proposes Rule to Allow 1% Shareholders (or a Group of Shareholders holding 1%) to Nominate Directors at Large Companies
Client Newsflash

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