Publications & Learning (120)

S&C Memos
January 23, 2023
Hart-Scott-Rodino Act and New Filing Fee Structure

Revised Jurisdictional Thresholds and New Filing Fee Structure

Sullivan & Cromwell LLP - January 23, 2023
Publications
January 19, 2023
ESG Newsletter

January 19, 2023
S&C Memos
January 10, 2023
IRS Issues Initial Guidance on Stock Buyback Tax

IRS Notice Could Impact SPACs, Tax-Free Reorganizations, Intercompany Loans, and Accelerated Stock Repurchases

Sullivan & Cromwell LLP - January 10, 2023
S&C Memos
January 6, 2023
Delaware Court of Chancery Denies Motion to Dismiss Claims Against SPAC Directors and Holds Entire Fairness Applies

Following its decision last year in In re MultiPlan, the Delaware Court of Chancery’s decision in Delman v. GigAcquisitions3 rejects certain arguments left open following MultiPlan and indicates even robust disclosures will not entitle SPACs to business judgment review

Sullivan & Cromwell LLP - January 6, 2023
S&C Memos
January 6, 2023
S&C Memos
January 6, 2023
Update on NAIC’s Private Equity Initiative

Latest Developments in NAIC Initiative Applicable (but Not Exclusive) to Private Equity Ownership of Insurers and Insurer Investment Practices

Sullivan & Cromwell LLP - January 6, 2023
Publications
January 3, 2023
S&C Memos
December 13, 2022
2022 U.S. Shareholder Activism and Activist Settlement Agreements

Sullivan & Cromwell LLP - December 13, 2022
Publications
December 8, 2022
Publications
November 30, 2022
ESG Newsletter

November 30, 2022
S&C Memos
November 21, 2022
SEC Adopts Enhanced Proxy Voting Disclosure Requirements for Investment Funds and Requires Disclosure of “Say-on-Pay” Votes for Institutional Investment Managers

SEC Action Imposes Substantial Additional Reporting Obligations

Sullivan & Cromwell LLP - November 21, 2022
S&C Memos
November 18, 2022
FTC Redefines “Unfair Methods of Competition” Under Section 5 of the FTC Act

New Policy Statement Condemns all “Facially Unfair” Anticompetitive Behavior

Sullivan & Cromwell LLP - November 18, 2022
S&C Memos
October 26, 2022
CFIUS Enforcement and Penalty Guidelines Issued

Guidelines Further Illustrate Increased Emphasis on Enforcement

Sullivan & Cromwell LLP - October 26, 2022
Publications
October 25, 2022
ESG Newsletter

October 25, 2022
External Speaking Engagements
October 21, 2022
S&C Memos
September 20, 2022
Executive Order Providing Guidance to CFIUS on Evolving National Security Risks

President Biden Provides Formal Direction to CFIUS on Supply Chains, Investment Trends, and Other Risk Factors

Sullivan & Cromwell LLP - September 20, 2022
S&C Memos
September 19, 2022
Twitter v. Musk Discovery Ruling Highlights Issues for Executives Using Work Email for Non-Work-Related Privileged Communications

Executives Considering Using Work Email for Personal Legal Communications or for Privileged Communications Regarding Another Company Should Remain Mindful of the Risk of Waiver

Sullivan & Cromwell LLP - September 19, 2022
Publications
September 16, 2022
External Speaking Engagements
September 15, 2022
Publications
September 15, 2022
ESG Newsletter

September 15, 2022
S&C Memos
August 22, 2022
S&C Memos
August 19, 2022
NAIC Adopts List of Regulatory Considerations Applicable (But Not Exclusive) to Private Equity-Owned Insurers

New, Multifaceted NAIC Initiative Devoted to Private Equity Ownership of Insurers and Insurer Investment Practices

Sullivan & Cromwell LLP - August 19, 2022
S&C Memos
August 10, 2022
Further Proposals to Reform the UK’s Capital Markets

The Secondary Capital Raising Review Has Delivered 21 Recommendations to Improve Secondary Capital Raisings in the UK and Provides a “Once-in-a-Generation” Opportunity for Meaningful Reform.

Sullivan & Cromwell LLP - August 10, 2022
S&C Memos
August 8, 2022
2022 Proxy Season Review – Part 1 (Rule 14a-8 Shareholder Proposals)

Shareholders submit 797 proposals for meetings in H1 2022, the highest number since 2018; more proposals go to a vote (60% compared to 50% in H1 2021), but average shareholder support decreases

Sullivan & Cromwell LLP - August 8, 2022
Publications
August 2, 2022
2022 Proxy Season Review

August 2, 2022
Client Highlights
June 21, 2022
S&C Memos
June 17, 2022
Changes to U.K. Listing Regime

FCA Proposes Single Segment for Listing Equity Shares in Commercial Companies

Sullivan & Cromwell LLP - June 17, 2022
S&C Memos
May 31, 2022
UK Merger Control and FDI—New Jurisdictional Tests and Recent Developments

Upcoming Amendments to the UK Merger Control Thresholds and the Commencement of the UK FDI Regime

Sullivan & Cromwell LLP - May 31, 2022
Publications
May 31, 2022
S&C Memos
27 May 2022
EU Commission Proposes to Simplify Merger Control Procedures

EU Commission Launches Public Consultation on Proposed Simplification Measures to EU Merger Control Procedures, Including Simplified Treatment of Non-Complex Cases

Sullivan & Cromwell LLP - 27 May 2022
S&C Memos
24 May 2022
EU Merger Control—EUR 28 Million Gun-Jumping Fine Upheld

General Court Upholds EUR 28 Million Gun-Jumping Fine for Canon’s Two-Step “Warehousing” Acquisition of Toshiba Medical Systems

Sullivan & Cromwell LLP - 24 May 2022
S&C Memos
May 20, 2022
Delaware Chancery Rules Tesla’s $2.6 Billion Acquisition of SolarCity “Entirely Fair”

Court Rules for Defense Despite Plaintiff-Friendly Entire-Fairness Standard, Finding That the Price Paid Was Fair Notwithstanding “Far From Perfect” Process

Sullivan & Cromwell LLP - May 20, 2022
S&C Memos
May 17, 2022
Changes to U.K. Takeover Code

Amendments of Particular Significance for Bidders

Sullivan & Cromwell LLP - May 17, 2022
S&C Memos
April 25, 2022
New York Department of Financial Services Issues Circular Letter Regarding Insurance Acquisitions and Disclaimers of Control

NYDFS Circular Letter Provides Guidance on Potential Control Issues in Transactions With New York Domiciled Insurers

Sullivan & Cromwell LLP - April 25, 2022
S&C Memos
March 31, 2022
SEC Proposes Sweeping Changes Regulating SPAC Formation and De-SPAC Transactions

Would Mandate Specific Disclosures, Expand Underwriter Liability to De-SPAC Transactions, Eliminate the PSLRA Safe Harbor for De-SPAC Projections and Seek to Clarify Treatment of SPACs Under the Investment Company Act of 1940

Sullivan & Cromwell LLP - March 31, 2022
External Speaking Engagements
March 18, 2022
S&C Memos
March 15, 2022
Shareholder Activism in the Regulated Utility Sector

Sullivan & Cromwell LLP - March 15, 2022
S&C Memos
March 7, 2022
Changes to U.K. Prospectus Regime

U.K. Government Proposes Most Significant Changes in a Generation

Sullivan & Cromwell LLP - March 7, 2022
S&C Memos
February 14, 2022
SEC Proposes Rule Amendments Related to Beneficial Ownership Reporting

Sweeping Changes Are Proposed to Regulation 13D-G

Sullivan & Cromwell LLP - February 14, 2022
S&C Memos
February 14, 2022
Potential Implications of SEC’s Proposed 13D-G Amendments

Sullivan & Cromwell LLP - February 14, 2022