Sullivan & Cromwell LLP - February 13, 2020
Publications (2864)
HIDEshow GROUP
S&C Memos
February 13, 2020
The New CFIUS After Implementation of Expanded Authorities: Final Revisions to Rules for Foreign Investment Review by the United States Government Have Become Effective
S&C Memos
February 13, 2020
S&C Publishes European M&A and Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - February 13, 2020
S&C Memos
February 12, 2020
Edgewell/Harry’s Merger – A Cautionary Tale: Abandoned Merger Signals Active Agency Scrutiny of Disruptive Competitors
Sullivan & Cromwell LLP - February 12, 2020
Books
February 11, 2020
S&C Memos
February 6, 2020
FDIC Securitization Safe Harbor Rule: Amendment to FDIC Securitization Safe Harbor Rule to Limit Requirement to Comply with SEC Regulation AB to Public Offerings
Sullivan & Cromwell LLP - February 6, 2020
Blog Posts
February 6, 2020
S&C Memos
February 5, 2020
SEC Proposes Amendments to Regulation S-K and Releases Public Statement on Disclosure Initiatives: In Addition to Proposing Amendments to Simplify and Update MD&A Disclosure, the SEC Chairman Released a Public Statement Regarding Environmental and Climate-Related Disclosures and Other Disclosure Initiatives
Sullivan & Cromwell LLP - February 5, 2020
S&C Memos
February 4, 2020
Blog Posts
February 3, 2020
S&C Memos
January 31, 2020
Volcker Rule: Federal Agencies Propose Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - January 31, 2020
S&C Memos
January 31, 2020
S&C Memos
January 31, 2020
Federal Reserve Final Rule for Determining “Control”: Federal Reserve Adopts Final Rule Revising the “Controlling Influence” Prong of Its Control Rules
Sullivan & Cromwell LLP - January 31, 2020
Publications
January 31, 2020
Publications
January 28, 2020
S&C Memos
January 28, 2020
Hart-Scott-Rodino Act: Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 28, 2020
Articles
January 28, 2020
Articles
January 27, 2020
Articles
January 21, 2020
S&C Memos
January 21, 2020
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 21, 2020
S&C Memos
January 17, 2020
Delaware Chancery Court Orders Production of Board Materials and Deposition of Corporate Representative in Section 220 Books and Records Litigation: Court Rejects Argument That Stockholders Must Assert a Credible Basis of Actionable Wrongdoing to Obtain Books and Records and Places Burden on Company to Identify Relevant Documents
Sullivan & Cromwell LLP - January 17, 2020
S&C Memos
January 16, 2020
IRS Releases Proposed Regulations on the Limitation on Deduction for Executive Compensation: Proposed Regulations Widen Scope of Section 162(m), Include Significant Guidance Related to Partnerships and Generally Adopt the Grandfathering Provisions Contained in Notice 2018-68
Sullivan & Cromwell LLP - January 16, 2020
S&C Memos
January 16, 2020
CFTC Proposes Cross-Border Swaps Rule: CFTC Cross-Border Swaps Rule Proposal Addresses Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - January 16, 2020
S&C Memos
January 15, 2020
S&C Memos
January 14, 2020
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 14, 2020
S&C Memos
January 12, 2020
U.S. Antitrust Regulators Publish Significant Guidance Concerning Vertical Mergers – 30-Day Public Comment Period
Sullivan & Cromwell LLP - January 12, 2020
S&C Memos
January 10, 2020
Community Reinvestment Act: FDIC and OCC Issue Notice of Proposed Rulemaking on Revisions to the Community Reinvestment Act Regulations
Sullivan & Cromwell LLP - January 10, 2020
Articles
January 10, 2020
S&C Memos
January 7, 2020
Publications
January 7, 2020
S&C Critical Insights – The California Consumer Privacy Act
January 7, 2020
S&C Memos
January 7, 2020
S&C Memos
January 7, 2020
Key Considerations for Fiscal Year 2019 Form 10-K and 20-F Filings: Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2019
Sullivan & Cromwell LLP - January 7, 2020
S&C Memos
January 7, 2020
SEC Proposes Changes to Accredited Investor Definition: Proposed Amendments Would Expand Persons and Categories of Entities that Qualify as Accredited Investors
Sullivan & Cromwell LLP - January 7, 2020
Articles
January 7, 2020
S&C Memos
January 6, 2020
S&C Memos
January 6, 2020
U.S. v. Blaszczak – “Personal Benefit” Test Does Not Apply to Title 18 Insider Trading Cases: The Second Circuit Lowers the Standard for Proving Title 18 Insider Trading, Making It Easier for the Government to Bring Insider Trading Cases Where There Is No “Personal Benefit” to the Insider Who Discloses Information
Sullivan & Cromwell LLP - January 6, 2020
S&C Memos
January 6, 2020
Biopharma Mergers Remain in Global Antitrust Spotlight: Abandoned Illumina/Pacific Biosciences Merger Exemplifies Increased Scrutiny in US and UK
Sullivan & Cromwell LLP - January 6, 2020
Publications
January 3, 2020
S&C Memos
January 2, 2020
Financial Stability Oversight Council: FSOC Finalizes Changes to Nonbank SIFI Designation Guidance
Sullivan & Cromwell LLP - January 2, 2020
S&C Memos
December 30, 2019
New York State Department of Financial Services Issues to Its Regulated Institutions a Request for Assurance of Preparedness for LIBOR Transition
Sullivan & Cromwell LLP - December 30, 2019
S&C Memos
December 27, 2019
Federal Banking Agencies Provide “No Action” Relief for Bank Extensions of Credit to Portfolio Companies of Institutional Investors Owning More Than 10% of the Bank’s Stock
Sullivan & Cromwell LLP - December 27, 2019
S&C Memos
December 20, 2019
Delaware Chancery Court Rejects MAE Termination of Merger Agreement: The Court Finds Buyer Breached Best Efforts Covenant and Orders Buyer to Close Transaction
Sullivan & Cromwell LLP - December 20, 2019
Blog Posts
December 20, 2019
Articles
December 20, 2019
S&C Memos
December 19, 2019
S&C Memos
December 19, 2019
S&C Memos
December 18, 2019
S&C Memos
December 16, 2019
Brokered Deposits: FDIC Proposes to Revise Its Rules on Brokered Deposits
Sullivan & Cromwell LLP - December 16, 2019
S&C Memos
December 12, 2019
Bank Capital Requirements: Banking Agencies Finalize Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposure
Sullivan & Cromwell LLP - December 12, 2019
S&C Memos
December 11, 2019
Articles
December 11, 2019
S&C Memos
December 10, 2019
Bank Capital Requirements: Federal Bank Regulators Finalize Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - December 10, 2019
S&C Memos
December 9, 2019
S&C Memos
December 9, 2019
Antitrust Division Issues Business Review Letter to End Standard-Setting Investigation: The Division Completed an Investigation of Standard-Setting Activities by Issuing a Business Review Letter, and Provided Guidance on Safeguards for Standard-Setting Organizations
Sullivan & Cromwell LLP - December 9, 2019
S&C Memos
December 6, 2019
IRS Issues Final and Proposed Regulations on BEAT: The Final Regulations Retain the General Framework of the 2018 Proposed Regulations with Important Clarifications. New Proposed Regulations Add an Election to Waive Deductions to Avoid the Threshold for BEAT Application.
Sullivan & Cromwell LLP - December 6, 2019
S&C Memos
December 4, 2019
Bank Capital Requirements: Banking Agencies Issue Final Supplementary Leverage Ratio Rule for Custodial Banks
Sullivan & Cromwell LLP - December 4, 2019
S&C Memos
December 2, 2019
Treasury and IRS Release Proposed Regulations on Transition From Interbank Offered Rates to Other Reference Rates: The Proposed Regulations Provide Guidance on the Tax Consequences of the Transition to the Use of Reference Rates Other Than Interbank Offered Rates in Debt Instruments and Non-Debt Contracts
Sullivan & Cromwell LLP - December 2, 2019
S&C Memos
December 2, 2019
S&C Memos
December 2, 2019
NYSE Proposes to Expand Permitted Use of Direct Listings: Proposal Would Permit Companies to Raise Capital in Direct Listings and Modify Distribution Requirements
Sullivan & Cromwell LLP - December 2, 2019
Publications
November 26, 2019
S&C Critical Insights – Getting the Deal Done: Cross-Border M&A
November 26, 2019
Articles
November 26, 2019
S&C Memos
November 21, 2019
S&C Memos
November 15, 2019
Ninth Circuit Denies Altera’s Petition for Rehearing: After the Ninth Circuit Held Against Altera, the Ninth Circuit Denies Altera’s Petition for Rehearing En Banc
Sullivan & Cromwell LLP - November 15, 2019
S&C Memos
November 14, 2019
S&C Memos
November 14, 2019
Publications
November 13, 2019
Publications
October 2019
S&C Memos
November 6, 2019
Review and Analysis of 2019 U.S. Shareholder Activism
Sullivan & Cromwell LLP - November 6, 2019
S&C Memos
November 4, 2019
S&C Memos
October 25, 2019
Executive Orders Regarding the Issuance and Use of Agency Guidance: Orders Impose Publication Requirements, Heightened Requirements for “Significant Guidance Documents,” and Restrictions on the Reliance on Guidance Documents in Certain Administrative Actions
Sullivan & Cromwell LLP - October 25, 2019
S&C Memos
October 24, 2019
Resolution Planning Requirements: Federal Reserve and FDIC Adopt Final Rule Revising Dodd-Frank Resolution Plan Requirements for Foreign and Domestic Banking Organizations
Sullivan & Cromwell LLP - October 24, 2019
Articles
October 24, 2019
S&C Memos
October 23, 2019
S&C Memos
October 22, 2019
S&C Memos
October 21, 2019
S&C Memos
October 21, 2019
New SEC Staff Guidance on Shareholder Proposals: Continues to Encourage Board of Director Involvement in the “Ordinary Business” Exclusion and Provides Guidance on Useful Factors and Analyses from 2019 Proxy Season
Discourages No-Action Requests Based on Overly Technical Readings of Shareholder Proof of Ownership Letter Requirements
Discourages No-Action Requests Based on Overly Technical Readings of Shareholder Proof of Ownership Letter Requirements
Sullivan & Cromwell LLP - October 21, 2019
Articles
October 21, 2019
S&C Memos
October 18, 2019
Regulatory Tailoring for Large Domestic and Foreign Banking Organizations: Banking Agencies Finalize Significant Revisions to the Application of Enhanced Prudential Standards and Capital and Liquidity Requirements to Large U.S. and Foreign Banking Organizations
Sullivan & Cromwell LLP - October 18, 2019
S&C Memos
October 10, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 10, 2019
S&C Memos
October 10, 2019
Federal Reserve Proposes Regulatory Capital Framework for Insurance Depository Institution Holding Companies: FRB Issues Notice of Proposed Rulemaking to Establish Capital Requirements for Savings and Loan Holding Companies Significantly Engaged in Insurance
Sullivan & Cromwell LLP - October 10, 2019
Books
October 9, 2019
S&C Memos
October 8, 2019
Corporate Governance Update – Launch of 2020 ISS Comment Period: Comment Period for the ISS Benchmark Policy Open Until October 18
Sullivan & Cromwell LLP - October 8, 2019
S&C Memos
October 7, 2019
CFIUS Modernization: Treasury Proposes CFIUS Regulations to Implement Reforms Enacted Under the Foreign Investment Risk Review Modernization Act of 2018
Sullivan & Cromwell LLP - October 7, 2019
S&C Memos
October 7, 2019
SEC Adopts New ETF Rule and Related Form Amendments and Issues Exemptive Order
Sullivan & Cromwell LLP - October 7, 2019
S&C Memos
October 4, 2019
S&C Memos
October 4, 2019
Uncleared Swaps—Proposed Amendments to Margin Requirements: Prudential Regulators Propose Rules Amending Current Swap Margin Requirements for Covered Swap Entities
Sullivan & Cromwell LLP - October 4, 2019
Blog Posts
October 4, 2019
S&C Memos
October 1, 2019
S&C Memos
September 30, 2019
Community Bank Capital Requirements: FDIC Adopts Final Rule Simplifying Capital Requirements for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - September 30, 2019
S&C Memos
September 27, 2019
“Test-the-Waters” Communications: SEC Adopts Rule Permitting All Issuers to Use “Test-the-Waters” Communications
Sullivan & Cromwell LLP - September 27, 2019
Publications
September 26, 2019
Alex Willscher Authors Chapter of Defending Federal Criminal Cases
September 26, 2019
S&C Memos
September 24, 2019
SEC Proposes Rules to Update Statistical Disclosure Requirements for Banking Registrants: Proposed Rules Would Continue the SEC’s Efforts to Eliminate Disclosure Requirements that Overlap With Other SEC Rules and Accounting Standards by Replacing Industry Guide 3 With Updated Disclosure Rules in a New Subpart of Regulation S-K
Sullivan & Cromwell LLP - September 24, 2019
S&C Memos
September 19, 2019
Treasury and IRS Release Proposed Regulations on Cloud Computing and Digital Content Transactions: The Proposed Regulations Generally Would Extend Rules Applicable to Computer Programs to Other Digital Content, Provide Guidance for Classifying Cloud Transactions and Treat Sales of Downloaded Material Based on the User’s Location for U.S. Tax Purposes
Sullivan & Cromwell LLP - September 19, 2019
Publications
September 18, 2019
S&C Memos
September 18, 2019
S&C Memos
September 17, 2019
S&C Memos
September 12, 2019
EEOC Pay Data Reporting Requirement Changes: EEOC Plans Not To Collect Further Pay Data After Receipt of 2017 and 2018 Data Required by Court Order
Sullivan & Cromwell LLP - September 12, 2019
Books
September 9, 2019
Articles
September 5, 2019
Publications
September 3, 2019
S&C Critical Insights – M&A landscape: 2019 and beyond
September 3, 2019
Articles
September 3, 2019
Articles
August 29, 2019
Books
August 27, 2019
S&C Memos
August 26, 2019
Books
August 26, 2019
S&C Memos
August 22, 2019
Volcker Rule: Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation Finalize Amendments to Implementing Regulations, with Approval by Other Agencies Expected to Follow; Additional Covered Funds-Related Amendments to be Addressed in Future Rulemaking
Sullivan & Cromwell LLP - August 22, 2019
Blog Posts
August 22, 2019
New York State Adopts New Legislation Governing the Workplace
August 22, 2019
S&C Memos
August 21, 2019
New York State Adopts New Legislation Governing the Workplace: Governor Cuomo Signs Bills That Loosen the Legal Standards Governing Sexual Harassment and Discrimination Claims, Ban Salary History Inquiries in Connection with Hiring, Expand the Scope of the State’s Equal Pay Act, and Prohibit Race Discrimination Based on Natural Hair or Hairstyles
Sullivan & Cromwell LLP - August 21, 2019
S&C Memos
August 20, 2019
Corporation Purpose: Business Roundtable “Statement on the Purpose of a Corporation” Proposes New Paradigm.
Sullivan & Cromwell LLP - August 20, 2019
Articles
August 16, 2019
Books
August 14, 2019
S&C Memos
August 12, 2019
Publications
August 9, 2019
S&C Memos
August 7, 2019
2019 Proxy Season Review Part 3—Say-on-Pay Votes and Equity Compensation
Sullivan & Cromwell LLP - August 7, 2019
Publications
August 5, 2019
S&C Memos
August 2, 2019
Publications
August 1, 2019
Publications
August 1, 2019
S&C Memos
July 29, 2019
S&C Memos
July 26, 2019
FTC Settlement with Facebook Over Privacy Policies Imposes Unprecedented Penalties and Restrictions: Proposed Settlement Requires Facebook to Pay a Record-Breaking $5 Billion Penalty, Modify Its Corporate Governance Structure, and Submit to Third-Party Oversight of Its Privacy Program
Sullivan & Cromwell LLP - July 26, 2019
S&C Memos
July 26, 2019
S&C Memos
July 25, 2019
2019 Proxy Season Review Part 2—ISS Negative Recommendations Against Directors
Sullivan & Cromwell LLP - July 25, 2019
Blog Posts
July 25, 2019
S&C Memos
July 23, 2019
Blog Posts
July 23, 2019
S&C Memos
July 18, 2019
SEC and FINRA Issue Joint Staff Statement on Broker-Dealer Custody of Digital Asset Securities: Identifies Compliance Challenges for Broker-Dealers Seeking to Custody Digital Asset Securities and Welcomes Ongoing Engagement With Industry on Proposed Methods to Comply
Sullivan & Cromwell LLP - July 18, 2019
S&C Memos
July 18, 2019
Publications
July 17, 2019
S&C Memos
July 15, 2019
DOJ Issues Guidance on the Evaluation of Antitrust Compliance Programs: Antitrust Division Reverses Longstanding Policy of Refusing to Consider Compliance Programs in Charging Decisions and Issues Detailed Guidance for Assessing Effectiveness of Antitrust Compliance Programs
Sullivan & Cromwell LLP - July 15, 2019
S&C Memos
July 12, 2019
Bank Capital Requirements: Federal Banking Agencies Finalize Capital Rule Simplifications for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - July 12, 2019
S&C Memos
July 12, 2019
2019 Proxy Season Review Part 1—Rule 14a-8 Shareholder Proposals
Sullivan & Cromwell LLP - July 12, 2019
Publications
July 11, 2019
S&C Memos
July 10, 2019
Volcker Rule: Federal Banking Agencies, SEC and CFTC Approve Final Rule to Exclude Certain Smaller Institutions from Banking Entity Status and Modify Fund Name-Sharing Restrictions, Conforming to the Economic Growth, Regulatory Relief, and Consumer Protection Act
Sullivan & Cromwell LLP - July 10, 2019
S&C Memos
July 9, 2019
Bank Capital Requirements: Federal Reserve Eliminates Standalone Prior Approval Requirement for Common Stock Repurchases
Sullivan & Cromwell LLP - July 9, 2019
S&C Memos
July 8, 2019
S&C Memos
July 8, 2019
Sustainable Finance Update: New Loan Standards, Proposed EU Green Bond Standard and Other Recent Developments
Sullivan & Cromwell LLP - July 8, 2019
S&C Memos
July 5, 2019
SEC Issues Final Rule Establishing Standards of Conduct for Broker-Dealers and Interpretation of the Fiduciary Duty of Investment Advisers
Sullivan & Cromwell LLP - July 5, 2019
S&C Memos
July 3, 2019
Supreme Court Business Review: October Term 2018
Sullivan & Cromwell LLP - July 3, 2019
S&C Memos
July 1, 2019
Treasury and IRS Release Regulations on the GILTI High Tax Exclusion: The Regulations Limit the GILTI High Tax Exclusion for Current and Prior Taxable Years, but Propose a Future Election to Exclude High-Taxed Foreign Income of Commonly Owned CFCs on a QBU-by-QBU Basis
Sullivan & Cromwell LLP - July 1, 2019
S&C Memos
July 1, 2019
Securities Offering Registration Exemptions: The SEC Issues Comprehensive Request for Comment on the Framework for Exempt Offerings under the Securities Act
Sullivan & Cromwell LLP - July 1, 2019
S&C Memos
July 1, 2019
New York State Ban on Arbitration of Sexual Harassment Claims Preempted, Court Rules: New York Federal Court Holds That New York State’s Recently Adopted Ban on Pre-Dispute Agreements To Arbitrate Claims of Sexual Harassment Is Unenforceable as to Those Agreements Covered by the Federal Arbitration Act.
Sullivan & Cromwell LLP - July 1, 2019
Books
July 1, 2019
Publications
July 1, 2019
Blog Posts
July 1, 2019
New York State Ban on Arbitration of Sexual Harassment Claims Preempted, Court Rules
New York Federal Court Holds That New York State’s Recently Adopted Ban on Pre-Dispute Agreements To Arbitrate Claims of Sexual Harassment Is Unenforceable as to Those Agreements Covered by the Federal Arbitration Act.
July 1, 2019
S&C Memos
June 28, 2019
S&C Memos
June 28, 2019
Treasury and IRS Release Temporary Regulations Limiting Section 245A Dividends Received Deduction: The Temporary Regulations apply retroactively to limit the Section 245A dividends received deduction and the Section 954(c)(6) exception for distributions attributable to certain transactions.
Sullivan & Cromwell LLP - June 28, 2019
S&C Memos
June 27, 2019
S&C Memos
June 26, 2019
S&C Memos
June 26, 2019
Iran Sanctions Update: United States Sanctions Iran’s Supreme Leader and the Supreme Leader’s Office, and Expands Sanctions Authorities Targeting Iranian Officials and Front Companies; Foreign Financial Institutions That Conduct Transactions for the New Sanctions Targets Also May Be Sanctioned
Sullivan & Cromwell LLP - June 26, 2019
S&C Memos
June 26, 2019
OFAC Modifies Sanctions Reporting Requirements: OFAC Has Amended its Reporting, Procedures and Penalties Regulations (31 C.F.R. part 501) to Extend Rejected Transaction Reporting Requirements to Non-Financial Institutions and Incorporate New Reporting Requirements
Sullivan & Cromwell LLP - June 26, 2019
S&C Memos
June 25, 2019
FMI v. Argus Leader Media — Supreme Court Broadens Scope of FOIA Exemption: Court Holds That, Under FOIA, the Federal Government May Not Disclose Commercial Information That a Corporation Has Kept Private and Provided to the Government Under an Assurance of Privacy
Sullivan & Cromwell LLP - June 25, 2019
S&C Memos
June 24, 2019
S&C Memos
June 20, 2019
S&C Memos
June 20, 2019
Publications
June 18, 2019
S&C Memos
June 17, 2019
Federal Reserve Proposes Amendments to CSI and FOIA Regulations: Proposal Provides Greater Clarity, but Does not Address a Number of Key Issues
Sullivan & Cromwell LLP - June 17, 2019
S&C Memos
June 17, 2019
New Type of Lawsuit Involving Securitized Debt—Citing Madden, Plaintiffs Contend That Credit Card Debt Became Subject to NY Usury Laws Once the Debt Was Securitized: A Successful Outcome for Plaintiffs Could Threaten the Ability to Securitize All Debt—Not Just Credit Card—Because It Would Expose Securitized Debt to State-By-State Regulation
Sullivan & Cromwell LLP - June 17, 2019
S&C Memos
June 14, 2019
Cryptocurrency Regulation: FinCEN Issues Updated Convertible Virtual Currency Guidance
Sullivan & Cromwell LLP - June 14, 2019
S&C Memos
June 12, 2019
S&C Memos
June 4, 2019
Blog Posts
June 4, 2019
U.S. Supreme Court Clarifies Procedures for Federal Employment Discrimination Law Claims
Supreme Court Unanimously Holds That Title VII’s Pre-Suit Administrative Charge Requirement Is Not Jurisdictional and Can Be Waived If Employers Do Not Timely Object.
June 4, 2019
Articles
May 2019
Articles
May 30, 2019
S&C Memos
May 30, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - May 30, 2019
S&C Memos
May 29, 2019
Books
May 2019
S&C Memos
May 24, 2019
S&C Memos
May 15, 2019
S&C Memos
May 10, 2019
DOJ Focus on Officer and Director Interlocks
Sullivan & Cromwell LLP - May 10, 2019
S&C Memos
May 10, 2019
S&C Memos
May 10, 2019
S&C Memos
May 9, 2019
S&C Memos
May 8, 2019
Financial Disclosures About Acquired and Disposed Businesses: Proposed Amendments Update Significance Tests, Expand Use of Pro Forma Financial Information in Measuring Significance, and Amend the Pro Forma Financial Information Requirements with Respect to Presenting Adjustments
Sullivan & Cromwell LLP - May 8, 2019
Articles
May 6, 2019
Blog Posts
May 6, 2019
S&C Memos
May 3, 2019
S&C Memos
May 3, 2019
Federal Court Issues Decision Denying OCC’s Ability to Issue National Bank Charters to Non-Depository “FinTechs”: Southern District of New York Rules in Favor of the N.Y. Department of Financial Services’s Claims That Chartering Decision Exceeded Scope of Comptroller of the Currency’s Authority Under the National Bank Act
Sullivan & Cromwell LLP - May 3, 2019
S&C Memos
May 3, 2019
S&C Memos
May 1, 2019
CFPB Shifts Direction—Implications of Proposed Rescission of Portions of Payday Lending Regulation: CFPB Preliminarily Concludes That the 2017 Final Rule Lacked a Sufficiently Robust Factual Basis Given the Impact on the Industry, and Preliminarily Rejects Prior Legal Analysis of Unfair and Abusive Practices Supporting Rule Provisions
Sullivan & Cromwell LLP - May 1, 2019
S&C Memos
April 29, 2019
SEC Set to Approve Non-Transparent ETFs
Sullivan & Cromwell LLP - April 29, 2019
S&C Memos
April 29, 2019
S&C Memos
April 26, 2019
Class Arbitration: U.S. Supreme Court Holds That an Ambiguous Arbitration Agreement Cannot Support Class Arbitration
Sullivan & Cromwell LLP - April 26, 2019
Articles
April 26, 2019
S&C Memos
April 25, 2019
DOL Proposes New Joint-Employer Rule: U.S. Department of Labor Proposes Significant Revision to Test for Determining Joint-Employer Status Under the FLSA
Sullivan & Cromwell LLP - April 25, 2019
Blog Posts
April 26, 2019
DOL Proposes New Joint-Employer Rule
U.S. Department of Labor Proposes Significant Revision to Test for Determining Joint-Employer Status Under the FLSA
April 26, 2019
S&C Memos
April 24, 2019
Federal Reserve Proposes Comprehensive Regulation for Determining “Control”: Federal Reserve Proposes Revision of Its Control Rules
Sullivan & Cromwell LLP - April 24, 2019
S&C Memos
April 24, 2019
Books
April 24, 2019
S&C Memos
April 23, 2019
Regulatory Tailoring for Foreign Banking Organizations: Federal Bank Regulators Propose Significant Revisions to the Application of Prudential Standards to Foreign Banking Organizations and Seek Comment on Whether to Impose Standardized Liquidity Requirements on their U.S. Branches and Agencies
Sullivan & Cromwell LLP - April 23, 2019
S&C Memos
April 18, 2019
Delaware Supreme Court Again Reverses Court of Chancery Appraisal Decision: The Court Directs Entry of Judgment at Deal Price Less Synergies, 22.6% Below Deal Price
Sullivan & Cromwell LLP - April 18, 2019
S&C Memos
April 18, 2019
Publications
April 16, 2019
S&C Memos
April 15, 2019
EEOC Pay Data Rule: EEO-1 Data Update—Uncertainty Remains as to When Employers May Be Required To Submit EEO-1 Pay and Hour Data for 2018
Sullivan & Cromwell LLP - April 15, 2019
S&C Memos
April 15, 2019
EU Foreign Direct Investment Regime Enters into Force: New EU Regulation Focuses on Cooperation Between Member States and the EU Commission
Sullivan & Cromwell LLP - April 15, 2019
Blog Posts
April 12, 2019
S&C Memos
April 11, 2019
Publications
April 10, 2019
S&C Memos
April 8, 2019
Regulatory Tailoring: Federal Bank Regulators Propose Significant Revisions to the Application of Prudential Standards for Foreign Banking Organizations, Seek Comment on Whether to Impose Standardized Liquidity Requirements on Their U.S. Branches and Agencies, and Propose Significant Revisions to Resolution Planning Requirements
Sullivan & Cromwell LLP - April 8, 2019
S&C Memos
April 5, 2019
Publications
April 2, 2019
S&C Memos
April 1, 2019
Articles
March 29, 2019
S&C Memos
March 28, 2019
S&C Memos
March 25, 2019
Critical Audit Matters Guidance: The PCAOB Provides Guidance Regarding Implementation of Critical Audit Matter Requirements
Sullivan & Cromwell LLP - March 25, 2019
S&C Memos
March 22, 2019
SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements: Simplifies Exhibit Practices and Related Process for Confidential Treatment Requests as well as Incorporation by Reference and Streamlines MD&A to Provide Flexibility in Discussing Historical Periods
Sullivan & Cromwell LLP - March 22, 2019
S&C Memos
March 21, 2019
S&C Memos
March 21, 2019
EEOC Pay Data Rule: Federal Court Overturns OMB’s Stay of EEOC Pay Data Collection Rule as “Arbitrary and Capricious”; EEOC Not Yet Requesting Pay Data.
Sullivan & Cromwell LLP - March 21, 2019
Publications
March 20, 2019
S&C Memos
March 14, 2019
Review and Analysis of 2018 U.S. Shareholder Activism
Sullivan & Cromwell LLP - March 14, 2019
S&C Memos
March 14, 2019
Banking Organization Capital Plans and Stress Tests: Federal Reserve Announces Limitation and Phase-Out of the Qualitative Objection to Capital Plans and Issues Instructions and Supervisory Scenarios for the 2019 Comprehensive Capital Analysis and Review and Dodd-Frank Act Stress Test Exercises
Sullivan & Cromwell LLP - March 14, 2019
Publications
March 14, 2019
Articles
March 12, 2019
S&C Memos
March 11, 2019
Immunity of International Organizations: U.S. Supreme Court Rejects Absolute Immunity for International Organizations Under International Organizations Immunity Act
Sullivan & Cromwell LLP - March 11, 2019
Blog Posts
March 11, 2019
Blog Posts
March 8, 2019
Federal Court Overturns OMB’s Stay of EEOC Pay Data Collection Rule, Finding It Was “Arbitrary and Capricious”
Decision Reinstates Employer Requirement to Submit EEO-1 Forms With Pay Data Information by Gender, Race and Ethnicity
March 8, 2019
S&C Memos
March 1, 2019
Nasdaq Amends and Clarifies Listing Requirements for Direct Listings
Sullivan & Cromwell LLP - March 1, 2019
S&C Memos
February 27, 2019
“Test-the-Waters” Communications: The SEC Proposes to Expand the Permitted Use of “Test-the-Waters” Communications to All Issuers
Sullivan & Cromwell LLP - February 27, 2019
S&C Memos
February 27, 2019
New York Department of Financial Services Addresses Use of External Consumer Data and Information Sources in Underwriting for Life Insurance: NYDFS Issues Circular Letter on the Use of External Consumer Data and Information Sources in Underwriting for Life Insurance
Sullivan & Cromwell LLP - February 27, 2019
Publications
February 25, 2019
S&C Memos
February 22, 2019
Bank Capital Plans and Stress Tests: Federal Reserve Seeks to Enhance Transparency of Its Stress Testing Program Through Amendments to Its Scenario Design Framework, a New Stress Testing Policy Statement, and Enhancements to Supervisory Stress Test Disclosure
Sullivan & Cromwell LLP - February 22, 2019
S&C Memos
February 21, 2019
Community Bank Capital Requirements: Federal Bank Regulators Propose Simplified Leverage Capital Ratio for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - February 21, 2019
S&C Memos
February 15, 2019
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - February 15, 2019
S&C Memos
February 13, 2019
S&C Memos
February 11, 2019
S&C Memos
February 11, 2019
S&C Memos
February 5, 2019
Publications
February 1, 2019
Articles
January 31, 2019
Books
January 29, 2019
Blog Posts
January 22, 2019
Supreme Court Grants Certiorari in Fort Bend County v. Davis
Court to Consider Whether Title VII’s Administrative Exhaustion Requirement Is Waivable
January 22, 2019
S&C Memos
January 18, 2019
Considerations for Brazilian Borrowers and Lenders of U.S. Syndicated Loans
Sullivan & Cromwell LLP - January 18, 2019
S&C Memos
January 17, 2019
Uncleared Security-Based Swaps: SEC Proposes Rules Requiring the Application of Risk Mitigation Techniques to Uncleared Portfolios of Security-Based Swaps
Sullivan & Cromwell LLP - January 17, 2019
S&C Memos
January 15, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 15, 2019
Articles
January 14, 2019
Publications
January 11, 2019
S&C Memos
January 10, 2019
District Court Holds That FRAND Commitment Does Not Require Licensing at Chip Level: E.D. Texas Holding Is Contrary to Recent N.D. California Decision
Sullivan & Cromwell LLP - January 10, 2019
S&C Memos
January 7, 2019
S&C Memos
January 3, 2019
S&C Memos
January 3, 2019
Articles
January 2, 2019
S&C Memos
December 31, 2018
Articles
December 2018
S&C Memos
December 27, 2018
Bank Capital Requirements: Federal Banking Agencies Release Final Rule Regarding the Implementation of CECL, and Federal Reserve Provides Guidance on CECL and CCAR
Sullivan & Cromwell LLP - December 27, 2018
S&C Memos
December 27, 2018
Bank Stress Tests: FDIC and OCC Propose Amendments to Their Stress Testing Rules
Sullivan & Cromwell LLP - December 27, 2018
S&C Memos
December 26, 2018
S&C Memos
December 21, 2018
S&C Memos
December 21, 2018
Depository Institution Management Interlocks Act: Threshold Increase for the Major Assets Prohibition in the Depository Institution Management Interlocks Act Rules
Sullivan & Cromwell LLP - December 21, 2018
S&C Memos
December 20, 2018
Brokered Deposits: FDIC Seeks Public Input as It Comprehensively Reviews Brokered Deposit and Interest Rate Regulations
Sullivan & Cromwell LLP - December 20, 2018
S&C Memos
December 20, 2018
Periodic Reporting: The SEC Requests Comment on the Nature, Timing and Frequency of Periodic Reporting, and on Earnings Release and Earnings Guidance Practices
Sullivan & Cromwell LLP - December 20, 2018
S&C Memos
December 19, 2018
Key Considerations for Fiscal Year 2018 Form 10-K and 20-F Filings: Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2018
Sullivan & Cromwell LLP - December 19, 2018
Articles
December 13, 2018
Articles
December 12, 2018
S&C Memos
December 10, 2018
Basel Committee on Banking Supervision Publishes Report on Cyber-Resilience Practices
Sullivan & Cromwell LLP - December 10, 2018
S&C Memos
December 7, 2018
Articles
December 2018
S&C Memos
December 6, 2018
Articles
December 4, 2018
S&C Memos
November 30, 2018
Deputy Attorney General Rod Rosenstein Announces Revisions to Yates Memo
Sullivan & Cromwell LLP - November 30, 2018
Articles
November 2018
Publications
November 28, 2018
S&C Memos
November 28, 2018
Developments at the Antitrust Division: Recent Enforcement and Policy Developments—New Tools and New Theories
Sullivan & Cromwell LLP - November 28, 2018
S&C Memos
November 27, 2018
SEC Statement on Securities Law Considerations for Digital Asset Securities: Reiterates That ICO Tokens and Other Digital Asset Securities May Raise Issues Under Not Only the Securities Act But Also the Exchange Act, Investment Company Act and Investment Advisers Act; Notes Remedies of Rescission Rights and Forced Public Company Reporting
Sullivan & Cromwell LLP - November 27, 2018
S&C Memos
November 27, 2018
S&C Memos
November 26, 2018
Bank Capital Requirements: Federal Bank Regulators Propose Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - November 26, 2018
S&C Memos
November 21, 2018
United States Supreme Court Denies Certiorari in Bank of America, N.A. v. Lusnak: U.S. Supreme Court Declines Review of Ninth Circuit’s Holding That the National Bank Act Does Not Preempt California Law Requiring Banks to Pay Interest on Mortgage Escrow Accounts
Sullivan & Cromwell LLP - November 21, 2018
Articles
November 2018
S&C Memos
November 19, 2018
S&C Memos
November 19, 2018
S&C Memos
November 15, 2018
Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees
Sullivan & Cromwell LLP - November 15, 2018
Articles
November 9, 2018
S&C Memos
November 8, 2018
Articles
November 7, 2018
Sullivan & Cromwell Mourns the Passing of Partner Daryl A. Libow
November 7, 2018
Publications
November 5, 2018
S&C Memos
November 5, 2018
New Supervisory Rating System for Large Banking Organizations: Federal Reserve Establishes a New Rating System for the Supervision of Large Financial Institutions
Sullivan & Cromwell LLP - November 5, 2018
S&C Memos
November 5, 2018
S&C Memos
November 5, 2018
S&C Memos
October 31, 2018
IRS Issues Proposed Regulations on Section 956: Proposed Regulations Would Reduce Amounts Subject to U.S. Taxation for Certain U.S. Corporate Taxpayers
Sullivan & Cromwell LLP - October 31, 2018
S&C Memos
October 25, 2018
UK Court of Appeal Holds Offer of Global License Consistent With FRAND Obligation: Affirms Decision of Lower Court in Unwired Planet v. Huawei
Sullivan & Cromwell LLP - October 25, 2018
S&C Memos
October 25, 2018
New SEC Staff Guidance on Shareholder Proposals
Continues to Encourage Board of Director Involvement in the “Ordinary Business” and “Economic Relevance” Exclusions and Provides Examples of Useful Factors from 2018 Proxy Season
Opens Door for “Ordinary Business” and “Micromanagement” Exclusions for Proposals Addressing Executive Compensation
Sullivan & Cromwell LLP - October 25, 2018
S&C Memos
October 23, 2018
S&C Memos
October 22, 2018
DOJ Releases New Memorandum on Standards and Policies for Retention of Corporate Compliance Monitors: The New Memorandum Emphasizes the Need for a Careful Weighing of Costs and Benefits by Prosecutors Before Seeking the Imposition of a Monitorship in Connection with a Corporate Criminal Settlement
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 22, 2018
SEC Reopens Comment Period on Proposed Rules Regarding Security-Based Swaps: SEC Reopens Comment Period and Requests Additional Comment on Previously Proposed Rules Regarding Capital, Margin and Collateral Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 22, 2018
Corporate Governance Updates—Launch of 2019 ISS Comment Period and Release of Commonsense Principles 2.0
Comment Period for the ISS Benchmark Policy Opens, With No Proposed Action on Some of the Most Controversial Topics Covered by the 2019 Survey
“Commonsense Principles 2.0” Aim to Combat Unhealthy Short-Termism
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 18, 2018
Mandatory CFIUS Filings for Foreign Investment in Specified Critical Technologies Companies: New Pilot Program Pursuant to Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) Will Require Filings With CFIUS for Controlling or Non-controlling Investments in Specified Critical Technologies Companies
Sullivan & Cromwell LLP - October 18, 2018
S&C Memos
October 17, 2018
S&C Memos
October 17, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 17, 2018
Blog Posts
October 16, 2018
New York City Human Rights Law Amendment Concerning Reasonable Accommodations
Law Requires “Cooperative Dialogue” Between Employers and Employees and Documentation of Final Determinations
October 16, 2018
S&C Memos
October 12, 2018
CFTC Continues Enforcement Focus, Forms Insider Trading Task Force: The CFTC Focused a Series of Recent Enforcement Actions on Manipulation, Aiding and Abetting, Spoofing, and Insider Trading; and the CFTC Announced an Insider Trading and Information Protection Task Force
Sullivan & Cromwell LLP - October 12, 2018
Articles
October 12, 2018
Articles
October 11, 2018
S&C Memos
October 10, 2018
Blog Posts
October 10, 2018
New York State Department of Labor Issues Final Guidance on Sexual Harassment Prevention Policies and Training
Revised Materials Clarify That Training Deadline Is October 9, 2019 – Not January 1, 2019 as Previously Stated
October 10, 2018
S&C Memos
October 9, 2018
S&C Memos
October 9, 2018
Implementation of Financial Services Regulatory Reform Legislation: Federal Reserve Official Previews Risk-Based Regulatory Tailoring Agenda
Sullivan & Cromwell LLP - October 9, 2018
S&C Memos
October 5, 2018
CFTC Chairman Releases White Paper on “Cross-Border Swaps Regulation Version 2.0”: White Paper Proposes New Approach to Providing Exemptions and Other Relief from CFTC’s Dodd-Frank Swaps Rules for Certain Non-U.S. Clearinghouses, Trading Venues, and Swap Dealing Businesses
Sullivan & Cromwell LLP - October 5, 2018
S&C Memos
October 4, 2018
S&C Memos
October 4, 2018
Debt Exchanges in Spin-Off Transactions: New IRS Revenue Procedure Defines Ruling Practice for Tax-Free Stock-for-Debt and Securities-for-Debt Exchanges in Spin-Offs
Sullivan & Cromwell LLP - October 4, 2018
S&C Memos
October 4, 2018
Delaware Chancery Court Upholds Termination of Merger on MAE Grounds in Akorn v. Fresenius
Sullivan & Cromwell LLP - October 4, 2018
S&C Memos
October 3, 2018
Increased Funding for Strategic International Development Projects—Better Utilization of Investments Leading to Development Act of 2018: The BUILD Act of 2018 Replaces OPIC With a New Entity With Significantly Increased Resources and Expanded Capabilities Intended to Promote Private Sector Investment and U.S. Foreign Policy Interests in the Developing World
Sullivan & Cromwell LLP - October 3, 2018
S&C Memos
October 3, 2018
Bank Capital Requirements: Federal Banking Agencies Issue Proposed Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposures
Sullivan & Cromwell LLP - October 3, 2018
S&C Memos
October 1, 2018
California Enacts Female Gender Quotas for Public Companies Headquartered in the State: California Becomes First State to Attempt to Require Female Representation on the Boards of Directors of Publicly Traded Companies Headquartered in the State (Even if Incorporated in Another State)
Sullivan & Cromwell LLP - October 1, 2018
Articles
October 2018
Articles
September 2018
Articles
September 28, 2018
Articles
September 2018
S&C Memos
September 21, 2018
Articles
September 21, 2018
S&C Memos
September 20, 2018
Charitable Contributions: New IRS Regulations Update Rules for Substantiation of Charitable Contributions
Sullivan & Cromwell LLP - September 20, 2018
S&C Memos
September 19, 2018
IRS Releases Initial Guidance on the Internal Revenue Code’s “UBTI Silo” Rule: Notice 2018-67 Establishes Interim and Transition Rules for Tax-Exempt Organizations Calculating Unrelated Business Taxable Income (“UBTI”) With Respect to Partnership Investments.
Sullivan & Cromwell LLP - September 19, 2018
S&C Memos
September 19, 2018
Blog Posts
September 19, 2018
New York State Department of Labor Issues Model Sexual Harassment Policy and Interactive Training Documents
Employers Must Adopt New Policy by October 9, 2018 and Provide Training by January 1, 2019
September 19, 2018
S&C Memos
September 14, 2018
Blog Posts
September 13, 2018
New York Anti-Sexual Harassment Law Limitations
Law Unlikely to Significantly Alter Status Quo
September 13, 2018
Articles
September 12, 2018
S&C Memos
September 7, 2018
CFTC Chairman Previews New Approach to Cross-Border Application of Dodd-Frank Swaps Provisions, Exemptions: Forthcoming White Paper to Propose New Approach to Providing Exemptions and Other Relief for Certain Non-U.S. Clearinghouses, Trading Venues, and Swap Dealing Businesses
Sullivan & Cromwell LLP - September 7, 2018
S&C Memos
September 6, 2018
S&C Memos
September 5, 2018
Publications
September 2018
S&C Memos
September 4, 2018
Community Reinvestment Act: OCC Issues Advance Notice of Proposed Rulemaking to Improve the Regulatory Framework Implementing the Community Reinvestment Act
Sullivan & Cromwell LLP - September 4, 2018
S&C Memos
August 31, 2018
Proposed Section 965 Regulations: Proposed Regulations Follow Earlier Guidance With Modifications and Additions
Sullivan & Cromwell LLP - August 31, 2018
Articles
August 2018
Articles
August 2018
Publications
August 27, 2018
S&C Memos
August 27, 2018
S&C Memos
August 24, 2018
Tax Reform and State and Local Taxation: IRS Issues Proposed Regulations on Charitable Contributions and State and Local Tax Credits and Deductions
Sullivan & Cromwell LLP - August 24, 2018
S&C Memos
August 23, 2018
Publications
August 20, 2018
S&C Memos
August 20, 2018
Articles
August 2018
Publications
August 9, 2018
S&C Memos
August 8, 2018
IRS Issues Proposed Regulations That Address Tax Reform Changes to Bonus Depreciation: The Proposed Regulations Include Detailed Rules Regarding the Acquisition Requirements Applicable to Used Property But Do Not Address a Key Legislative Omission Relevant to Improvements to Real Property
Sullivan & Cromwell LLP - August 8, 2018
S&C Memos
August 7, 2018
S&C Memos
August 7, 2018
Ninth Circuit Withdraws Altera Opinion Reversing Tax Court on Cost-Sharing Arrangements: New Judge Added to Panel to Reconsider the Appeal
Sullivan & Cromwell LLP - August 7, 2018
S&C Memos
August 6, 2018
S&C Memos
August 3, 2018
Special Purpose Fintech National Bank Charters: OCC Issues Licensing Manual Supplement for Fintech Company Charter Applications
Sullivan & Cromwell LLP - August 3, 2018
S&C Memos
August 1, 2018
S&C Memos
July 31, 2018
ISS Launches Annual Policy Formulation Process: Policy Survey Questions Include (1) Whether ISS Should Consider Director Records at Other Companies, (2) How ISS Should Evaluate Audit-Related Matters, (3) Whether to Adjust Reported Voting Results of Dual-Class Companies and (4) What Factors to Evaluate in Independent Chair Proposals
Sullivan & Cromwell LLP - July 31, 2018
S&C Memos
July 30, 2018
Recent Bank Mergers and Market Reactions: Well-Conceived Bank Mergers Should Not Be Unduly Discouraged by "Day-One" Market Reactions
Sullivan & Cromwell LLP - July 30, 2018
S&C Memos
July 30, 2018
House Financial Regulatory Legislation: Banking and Insurance Provisions of the “JOBS and Investor Confidence Act of 2018”
Sullivan & Cromwell LLP - July 30, 2018
S&C Memos
July 30, 2018
Books
July 2018
Articles
July 27, 2018
S&C Alerts
July 26, 2018
S&C Memos
July 24, 2018
S&C Memos
July 23, 2018
German and Austrian Merger Control: Joint Guidelines on the New “Size-of-Transaction” Tests
Sullivan & Cromwell LLP - July 23, 2018
S&C Memos
July 20, 2018
SEC Increases Threshold for Additional Disclosure by Private Companies in Offerings of Securities to Employees; Solicits Comment on Ways to Modernize Rules and Forms for Compensatory-Related Offerings
Amendment to Rule 701 Increases from $5 Million to $10 Million the Annual Threshold at Which Private Companies Must Provide Additional Disclosure for Securities Offered and Sold Pursuant to Compensatory Arrangements; SEC Solicits Comments on Further Ways to Modernize Rule 701 and Form S-8
Sullivan & Cromwell LLP - July 20, 2018
Books
July 2018
Blog Posts
July 17, 2018
CFTC Announces Two Significant Whistleblower Awards Under Revamped Program
$30 Million Award Is Largest Ever; and Award to an Overseas Whistleblower Is the First of Its Kind
July 17, 2018
S&C Memos
July 17, 2018
Section 1782 Discovery: Second Circuit Reverses a Section 1782 Order Directing a Law Firm to Produce a Foreign Client’s Documents
Sullivan & Cromwell LLP - July 17, 2018
S&C Memos
July 16, 2018
S&C Memos
July 16, 2018
SEC v. Cohen—New York Federal Trial Court Holds Supreme Court’s Kokesh Decision Applies to SEC FCPA Case, Including Demand for Injunctive Relief: The Court Concludes That SEC Demands for Injunctions Operate as Penalties for Purposes of Applicable Statute of Limitations
Sullivan & Cromwell LLP - July 16, 2018
Publications
July 16, 2018
S&C Memos
July 13, 2018
Bank Capital Requirements: Basel Committee Issues Revised G-SIB Assessment Framework
Sullivan & Cromwell LLP - July 13, 2018
S&C Memos
July 12, 2018
S&C Memos
July 12, 2018
2018 Proxy Season Review
Change in Landscape for Environmental/Social/Political Proposals—More Withdrawn Following Engagement; Those Going to a Vote Receive Higher Support and Pass More Frequently
Governance Proposals Receive Lower Support and Pass Less Frequently, Principally Due to Fewer Proxy Access Proposals Going to a Vote
Non-Responsiveness to a Prior Shareholder Vote Remains Most Common Basis for Low Director Support Levels in Uncontested Elections
Say-on-Pay Results Generally Remain Strong and Highlight Continued Importance of ISS Pay-for-Performance Model
Sullivan & Cromwell LLP - July 12, 2018
S&C Memos
July 11, 2018
SEC Proposes ETF Rule, Amends Liquidity Risk Reporting Rule and Requires Inline XBRL Reporting by Funds
Sullivan & Cromwell LLP - July 11, 2018
S&C Memos
July 10, 2018
Supreme Court Business Review: October Term 2017
Sullivan & Cromwell LLP - July 10, 2018
S&C Memos
July 10, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - July 10, 2018
S&C Memos
July 5, 2018
SEC Adopts New Rules Affecting Public Company Reporting: SEC Requires Use of Inline XBRL for Public Companies Including Funds, Eliminates XBRL Website Posting Requirement, Expands Companies Eligible for “Smaller Reporting Company” Scaled Disclosure and Modifies Rules for Financial Statements of Smaller Acquired Businesses
Sullivan & Cromwell LLP - July 5, 2018
S&C Memos
July 2, 2018
California Consumer Privacy Act of 2018: New Statute Introduces Privacy Protections for California Consumers and Subjects Businesses to Potential Liability
Sullivan & Cromwell LLP - July 2, 2018
S&C Memos
July 2, 2018
Articles
July 2018
S&C Memos
June 28, 2018
United States Takes Steps to Re-Impose Certain Primary Sanctions on Iran: Treasury Department Revokes JCPOA-Related General Licenses Under the ITSR, Amends the ITSR, and Publishes Revised FAQs Related to Reinstatement of Elements of the Pre-JCPOA Primary Sanctions Regime
Sullivan & Cromwell LLP - June 28, 2018
S&C Memos
June 27, 2018
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - June 27, 2018
S&C Memos
June 25, 2018
S&C Memos
June 22, 2018
Articles
June 21, 2018
S&C Memos
June 19, 2018
S&C Memos
June 18, 2018
Digital Assets as Securities: SEC Corporation Finance Director Lays Out the Staff’s Analysis in Assessing Whether Digital Assets Constitute Securities
Sullivan & Cromwell LLP - June 18, 2018
S&C Memos
June 18, 2018
Single Counterparty Credit Limits: Federal Reserve Board Finalizes Rule to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - June 18, 2018
Articles
June 2018
S&C Memos
June 14, 2018
Schneiderman v. Credit Suisse Securities (USA) LLC—New York Court of Appeals Holds That Martin Act Claims Are Governed by Three-Year Statute of Limitations: Decision Overrules 26-Year-Old Appellate Division Precedent That Applied Six-Year Statute of Limitations to Martin Act Claims Brought by New York Attorney General
Sullivan & Cromwell LLP - June 14, 2018
S&C Memos
June 13, 2018
S&C Memos
June 13, 2018
S&C Memos
June 12, 2018
S&C Memos
June 12, 2018
S&C Memos
June 12, 2018
Articles
June 2018
Articles
June 2018
S&C Memos
June 5, 2018
Volcker Rule: Federal Banking Agencies and CFTC Approve Notice of Proposed Rulemaking to Amend Volcker Rule Regulations; SEC Expected to Follow
Sullivan & Cromwell LLP - June 5, 2018
Articles
June 4, 2018
Articles
June 1, 2018
S&C Memos
May 29, 2018
Recent Virtual Currency Actions by the CFTC and State Regulators: CFTC Staff Issues Advisory for Exchanges and Clearinghouses Listing Virtual Currency Derivatives and Announces Agreement for Information Sharing with State Securities Regulators amid “Operation Cryptosweep”
Sullivan & Cromwell LLP - May 29, 2018
S&C Memos
May 24, 2018
Financial Services Regulatory Reform Legislation: “Economic Growth, Regulatory Relief, and Consumer Protection Act” is Enacted
Sullivan & Cromwell LLP - May 24, 2018
Articles
May 2018
Articles
May 24, 2018
Blog Posts
May 23, 2018
Epic Systems Corp. v. Lewis
U.S. Supreme Court Holds That Class-Action Waivers in Employment Arbitration Agreements Are Enforceable Under Federal Law.
May 23, 2018
S&C Memos
May 23, 2018
Epic Systems Corp. v. Lewis: U.S. Supreme Court Holds That Class-Action Waivers in Employment Arbitration Agreements Are Enforceable Under Federal Law.
Sullivan & Cromwell LLP - May 23, 2018
S&C Memos
May 23, 2018
S&C Memos
May 16, 2018
Publications
May 14, 2018
S&C Memos
May 11, 2018
S&C Memos
May 10, 2018
S&C Memos
May 10, 2018
SEC Proposes Standard of Conduct for Broker-Dealers and Interpretation Regarding Standard of Conduct for Investment Advisers: SEC Approves Package of Proposed Rules and Interpretations Designed to Enhance Protections and Preserve Choice for Retail Investors in Their Relationships With Investment Professionals
Sullivan & Cromwell LLP - May 10, 2018
S&C Memos
May 9, 2018
United States Withdraws from the Joint Comprehensive Plan of Action with Iran: President Trump Announces Immediate Withdrawal from the Joint Comprehensive Plan of Action; Pre-JCPOA U.S. Sanctions Targeting Iran Will Be Fully Reinstated Following a Wind-Down Period
Sullivan & Cromwell LLP - May 9, 2018
S&C Memos
April 30, 2018
S&C Memos
April 26, 2018
Competition Law and M&A: The European Commission’s Landmark Gun-Jumping Fine on Altice of €124.5 Million Puts Spotlight on Covenants in Transaction Agreements
Sullivan & Cromwell LLP - April 26, 2018
S&C Memos
April 25, 2018
Oil States, SAS Institute, and New Approaches at the U.S. Patent Office: Supreme Court Holds that Challenges to Patent Validity Need Not Proceed Before an Article III Court and Sends More Claims Into Review, While Incoming PTO Director Signals Greater Deference to Existing Patent Rights
Sullivan & Cromwell LLP - April 25, 2018
S&C Memos
April 25, 2018
U.S. Department of Labor Issues Caution Regarding Recent ESG Focus of Certain Institutional Investors
Sullivan & Cromwell LLP - April 25, 2018
S&C Memos
April 25, 2018
S&C Memos
April 24, 2018
Bank Capital Requirements: Federal Reserve, OCC and FDIC Release Joint Proposal Regarding the Implementation of CECL and Their Regulatory Capital Rules
Sullivan & Cromwell LLP - April 24, 2018
Publications
April 24, 2018
S&C Memos
April 23, 2018
Blog Posts
April 23, 2018
New York State Passes Significant Sexual Harassment Legislation
New Legal Requirements Include Prohibiting Non-Disclosure Clauses Unless It Is the “Complainant’s Preference,” and Barring Pre-Dispute Arbitration Clauses for Sexual Harassment Claims.
April 23, 2018
S&C Memos
April 19, 2018
Bank Capital Requirements, Capital Plans and Stress Tests: Federal Reserve Proposes Substantial Changes to CCAR and Its Capital Rules, Including New Stress Capital Buffer and Stress Leverage Buffer Requirements and the Elimination of the CCAR Quantitative Objection
Sullivan & Cromwell LLP - April 19, 2018
S&C Memos
April 19, 2018
S&C Memos
April 18, 2018
Federal Reserve Regulatory Agenda: Vice Chairman for Supervision Quarles Outlines Key Principles and Specific Initiatives
Sullivan & Cromwell LLP - April 18, 2018
Articles
April 18, 2018
S&C Memos
April 17, 2018
Bank Capital Requirements: Federal Reserve and OCC Propose Amendments to the Enhanced Supplementary Leverage Ratio Requirements for U.S. G-SIBs
Sullivan & Cromwell LLP - April 17, 2018
S&C Memos
April 13, 2018
New York State Tax: Recent Developments in New York State Tax Law Including Tax Provisions in the Recently Enacted Budget
Sullivan & Cromwell LLP - April 13, 2018
Blog Posts
April 12, 2018
D.C. Circuit to Consider Once Again the NLRB’s Browning-Ferris Joint Employer Standard
“Extraordinary Circumstances” Justify Consideration of the Appeal After 2017 Remand to the NLRB
April 12, 2018
Publications
April 11, 2018
S&C Memos
April 10, 2018
Articles
April 9, 2018
S&C Memos
April 5, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - April 5, 2018
Articles
April 2018
S&C Memos
March 29, 2018
Bank Capital Requirements: Basel Committee Proposes Revisions to Market Risk Capital Requirements
Sullivan & Cromwell LLP - March 29, 2018
S&C Memos
March 27, 2018
Digital Economy Taxation: OECD Publishes Report on Taxation of the Digital Economy; European Commission Publishes Draft Directives
Sullivan & Cromwell LLP - March 27, 2018
S&C Memos
March 26, 2018
Review and Analysis of 2017 U.S. Shareholder Activism
Sullivan & Cromwell LLP - March 26, 2018
S&C Memos
March 22, 2018
Ninth Circuit Rejects Challenges to a Cease-and-Desist Order Imposed by the FDIC for Violations of the Bank Secrecy Act: Court Defers to the FDIC and the Bank Secrecy Act/Anti-Money Laundering Examination Manual in Rejecting a Rare Challenge by a Bank to an Agency-Imposed Cease-and-Desist Order
Sullivan & Cromwell LLP - March 22, 2018
S&C Memos
March 21, 2018
Cyan Inc. v. Beaver County Employees Retirement Fund: U.S. Supreme Court Holds That State Courts Have Jurisdiction Over Class Actions Brought Under the Securities Act of 1933; Decision Has Important Implications for Securities Class Actions Filed in State Court Asserting Solely Federal Claims
Sullivan & Cromwell LLP - March 21, 2018
Blog Posts
March 20, 2018
S&C Memos
March 19, 2018
ERISA Fiduciary Rule: Fifth Circuit Vacates New ERISA Fiduciary Rule
Sullivan & Cromwell LLP - March 19, 2018
S&C Memos
March 18, 2018
Financial Services Regulatory Reform Legislation: Senate Approves Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - March 18, 2018
Blog Posts
March 15, 2018
New York State Senate Passes Bill Banning Mandatory Arbitration for Sexual Harassment Claims
Bill Also Requires Court Approval of Sexual Harassment Settlement Agreements with Confidentiality Provisions
March 15, 2018
S&C Memos
March 12, 2018
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - March 12, 2018
Articles
March 8, 2018
Publications
March 7, 2018
S&C Memos
March 5, 2018
Tax Reform and State and Local Taxation: Recent State Tax Proposals Relating to the Limitation on State and Local Tax Deductions Enacted by Federal Tax Reform
Sullivan & Cromwell LLP - March 5, 2018
Blog Posts
March 5, 2018
S&C Memos
March 2, 2018
S&C Memos
March 1, 2018
Articles
March 1, 2018
Articles
February 2018
Blog Posts
March 1, 2018
Blog Posts
February 27, 2018
Browning-Ferris Joint-Employer Standard Revived
NLRB Compelled to Vacate December 2017 Decision That Overturned Browning-Ferris; NLRB Inspector General Found that Board Member William Emanuel Should Not Have Cast a Vote
February 27, 2018
Blog Posts
February 27, 2018
Second Circuit Sitting En Banc Holds that Title VII Prohibits Discrimination on the Basis of Sexual Orientation
Decision Overturns Second Circuit Precedent and Deepens Circuit Split on the Issue
February 27, 2018
Articles
February 2018
S&C Memos
February 27, 2018
SEC Issues Expanded Interpretive Guidance on Cybersecurity Matters: Disclosure Controls and Procedures Should Ensure Appropriate Escalation and Disclosure of Cybersecurity Risks and Incidents and Issuers Should Craft Policies and Procedures Against Insider Trading and Selective Disclosure of Non-Public Information Related to Cybersecurity Risks and Incidents
Sullivan & Cromwell LLP - February 27, 2018
S&C Memos
February 25, 2018
Treasury Issues Report on Dodd-Frank Orderly Liquidation Authority: Treasury Issues Report Recommending Adoption of Reforms to Dodd-Frank Orderly Liquidation Authority and a New Chapter 14 of the Bankruptcy Code for Significantly Systemic Financial Companies
Sullivan & Cromwell LLP - February 25, 2018
S&C Memos
February 23, 2018
Delaware Chancery Court Considers Appraisal in First Major Decision Since Dell: Court of Chancery Chooses Unaffected Market Price, 30% Below Deal Price, as Fair Value.
Sullivan & Cromwell LLP - February 23, 2018
Articles
February 23, 2018
S&C Memos
February 22, 2018
S&C Memos
February 21, 2018
S&C Memos
February 20, 2018
S&C Memos
February 16, 2018
SEC Approves NYSE Proposal to Facilitate Listings of Companies Without a Trading History
Sullivan & Cromwell LLP - February 16, 2018
S&C Memos
February 13, 2018
Commercial Real Estate: New York Appellate Court Upholds Waiver of Yellowstone Action
Sullivan & Cromwell LLP - February 13, 2018
S&C Memos
February 12, 2018
Proposed Changes to Nasdaq Shareholder Approval Requirements: Nasdaq Proposes to Eliminate the Requirement for Shareholder Approval of 20% Stock Issuances at a Price Less Than Book Value but Greater Than Market Value and to Change the Definition of “Market Value”
Sullivan & Cromwell LLP - February 12, 2018
Articles
February 12, 2018
Articles
February 2018
Articles
February 12, 2018
Flash Analysis of Trump Administration’s Infrastructure Proposal
February 12, 2018
S&C Memos
February 7, 2018
U.S. Tax Reform: Tax-Exempt Organizations
Sullivan & Cromwell LLP - February 7, 2018
S&C Memos
February 5, 2018
Articles
February 2018
S&C Memos
January 31, 2018
S&C Memos
January 31, 2018
EU Competition Law: EU Commission Fines Qualcomm EUR 997 Million
Sullivan & Cromwell LLP - January 31, 2018
Articles
January 2018
S&C Memos
January 29, 2018
Delaware Supreme Court Confirms Applicability of Issue Preclusion to Dismissals of Shareholder Derivative Actions for Failure to Plead Demand Futility: Court Rejects Chancery Court’s Proposed Rule That Issue Preclusion Applies Only if Derivative Plaintiffs Survive Motion to Dismiss
Sullivan & Cromwell LLP - January 29, 2018
S&C Memos
January 26, 2018
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 26, 2018
S&C Memos
January 22, 2018
Tax Reform and State and Local Taxation: Initial New York State Reactions
Sullivan & Cromwell LLP - January 22, 2018
Blog Posts
January 22, 2018
S&C Memos
January 17, 2018
Blog Posts
January 12, 2018
Don Korb and Andy Solomon on the Passage of Tax Reform
In an article published in the Tax Journal, Don Korb and Andy Solomon discuss how tax reform was passed, and lay out the most significant changes of the Tax Cuts and Jobs Act.
January 12, 2018
Articles
January 12, 2018
Articles
January 10, 2018
Blog Posts
January 9, 2018
U.S. Department of Labor Loosens Standards for Permissible Use of Unpaid Interns
DOL Rejects Restrictive Six-Factor Test and Announces That It Will Adopt the “Primary Beneficiary” Test Favored by the Federal Circuit Courts
January 9, 2018
S&C Memos
January 8, 2018
Federal Reserve Proposes Guidance to Clarify Supervisory Expectations Related to Risk Management for Large Financial Institutions: Proposed Guidance Presents Core Principles for Effective Senior Management, Management of Business Lines, and Independent Risk Management and Controls
Sullivan & Cromwell LLP - January 8, 2018
S&C Memos
January 8, 2018
U.S. Tax Reform: Individual Taxation
Sullivan & Cromwell LLP - January 8, 2018
S&C Memos
January 2, 2018
U.S. Tax Reform: Mergers and Acquisitions Considerations
Sullivan & Cromwell LLP - January 2, 2018
Articles
January 2018
S&C Memos
December 29, 2017
S&C Memos
December 28, 2017
Contested Bank Acquisition Application
Sullivan & Cromwell LLP - December 28, 2017
S&C Memos
December 28, 2017
U.S. Tax Reform: Infrastructure Provisions
Sullivan & Cromwell LLP - December 28, 2017
S&C Memos
December 26, 2017
Blog Posts
December 26, 2017
S&C Memos
December 22, 2017
U.S. Tax Reform: Insurance Company Provisions
Sullivan & Cromwell LLP - December 22, 2017
S&C Memos
December 21, 2017
EU Competition Law—Vertical Agreements: EU Court of Justice Allows Luxury Goods Manufacturers to Prohibit Online Sales
Sullivan & Cromwell LLP - December 21, 2017
S&C Memos
December 21, 2017
Proposed Amendments to Policy on Payment System Risk: Federal Reserve Proposes Amendments to Policy on Payment System Risk Affecting Foreign Banking Organizations
Sullivan & Cromwell LLP - December 21, 2017
Blog Posts
December 21, 2017
S&C Memos
December 20, 2017
U.S. Tax Reform: Congress Passes Tax Reform
Sullivan & Cromwell LLP - December 20, 2017
Publications
December 20, 2017
Nicolas Bourtin Publishes Piece in Law.com’s Inside Track Newsletter
December 20, 2017
S&C Memos
December 19, 2017
Bank Capital Requirements: Basel Committee Releases Standards to Finalize Basel III Framework
Sullivan & Cromwell LLP - December 19, 2017
S&C Memos
December 19, 2017
Blog Posts
December 19, 2017
National Labor Relations Board Reverses Browning-Ferris Joint-Employer Standard and Lutheran Heritage Employee Handbook Standard
Republican Majority Overturned Precedents that Had Been Roundly Criticized by Employers
December 19, 2017
S&C Memos
December 13, 2017
Blog Posts
December 13, 2017
New York State Paid Family Leave Benefits Law to Take Effect on January 1, 2018
Employers Must Provide Employees up to Eight Weeks of Paid Family Leave
December 13, 2017
S&C Memos
December 12, 2017
Blog Posts
December 12, 2017
Supreme Court Denies Certiorari in Case Presenting Question of Whether Title VII’s Prohibition on Sex Discrimination Encompasses Sexual Orientation Discrimination
Court’s Decision to Deny Cert in Evans v. Georgia Regional Hospital Currently Leaves Seventh Circuit Split from All Other Circuits
December 12, 2017
S&C Memos
December 11, 2017
S&C Memos
December 8, 2017
S&C Memos
December 7, 2017
Financial Services Regulatory Reform Legislation: Senate Panel Approves Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - December 7, 2017
Blog Posts
December 6, 2017
Summary of Key Amendments to Final Senate Tax Reform Bill
Late in the evening on December 1, the Senate passed their tax bill on a final vote of 51 to 49. Each Republican other than Senator Bob Corker (Tennessee) voted in favor of the bill, and each Democrat voted against the bill. The next step in the legislative process will be to reconcile this bill with the version passed by the House on November 16, which differs from the Senate bill in a number of significant ways. Both chambers are expected to vote this week to go to a conference committee to work out a final bill.
December 6, 2017
Articles
December 5, 2017
Blog Posts
December 5, 2017
Supreme Court Hears Oral Argument in Digital Realty Trust, Inc. v. Somers
Court Considering Whether Dodd-Frank Act’s Anti-Retaliation Provision Protects Internal Whistleblowers as Well as Those Who Report to the SEC
December 5, 2017
S&C Memos
December 1, 2017
Publications
December 2017
Blog Posts
November 30, 2017
Don Korb and Andy Solomon on Tax Reform’s Swift Progress
In an article published in the Tax Journal, Don Korb and Andy Solomon discuss the rapid progress of the Republican tax reform effort, and assert that the stated goal of bill passage by Christmas is well within reach.
November 30, 2017
Articles
November 2017
S&C Memos
November 30, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - November 30, 2017
S&C Alerts
November 29, 2017
Articles
November 29, 2017
Publications
November 29, 2017
Blog Posts
November 28, 2017
Senate Budget Committee Votes to Approve Senate Tax Bill
On November 28, the Senate Budget Committee voted 12 to 11 to approve the Senate tax reform bill. Despite concerns that Republican Senators Bob Corker (Tenn.) and Ron Johnson (Wis.) might vote against the bill, every Republican on the Committee, including Senators Corker and Johnson, voted to approve the bill, while each Democrat voted against the bill.
November 28, 2017
S&C Memos
November 27, 2017
U.S. Treasury Report on FSOC Designations; FSB Decides Not to Publish List of Global Systemically Important Insurers for 2017: Treasury Submits Report Examining FSOC Processes for Designating Nonbank Financial Companies and FMUs as Systemically Important; FSB Decides Not to Publish List of G-SIIs for 2017
Sullivan & Cromwell LLP - November 27, 2017
S&C Memos
November 22, 2017
Bank Capital Requirements: Federal Banking Agencies Extend Certain Transition Provisions for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - November 22, 2017
S&C Memos
November 20, 2017
Financial Services Regulatory Reform Legislation: Senators Introduce Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - November 20, 2017
Articles
November 20, 2017
S&C Memos
November 17, 2017
Blog Posts
November 17, 2017
Notable Amendments to Chairman’s Mark of Senate Proposal
The Senate Finance Committee approved its version of the Tax Cuts and Jobs Act, passing the measure on a party-line vote. The final version of the bill that passed included an amendment from the Finance Committee Chairman, Senator Orrin Hatch, that included a few notable changes.
November 17, 2017
S&C Memos
November 17, 2017
French Tax Reform: On November 15, 2017, the French government released a proposed reform of the tax regime applicable to mergers and spin-offs. The draft legislation would remove some of the most stringent requirements currently applicable to both cross-border and domestic reorganizations.
Sullivan & Cromwell LLP - November 17, 2017
Blog Posts
November 15, 2017
Highlights from Modified Senate Proposal
Last night, the Joint Committee on Taxation published amendments to the Senate’s proposal on tax reform. Consistent with the JCT’s release last week, this release was in the form of a description of the “Chairman’s Modification to the Chairman’s Mark of the Tax Cuts and Jobs Act.” See Sullivan & Cromwell LLP’s November 10, 2017 memorandum on the Senate proposal released last week.
November 15, 2017
Blog Posts
November 10, 2017
S&C Memos
November 10, 2017
U.S. Tax Reform: Joint Committee on Taxation Releases Summary of Senate Finance Committee’s Tax Reform Plan
Sullivan & Cromwell LLP - November 10, 2017
Blog Posts
November 9, 2017
New Developments in Ongoing Litigation Enjoining Obama Era White Collar Overtime Rules
U.S. Department of Labor Asks Fifth Circuit to Hold Appeal in Abeyance Pending New Rulemaking
District Court Considers Contempt Finding for Lawsuit Seeking to Enforce Enjoined Prior Regulations
November 9, 2017
Blog Posts
November 3, 2017
Tax Reform Bill Proposes Significant Compensation Changes: Tax Reform Proposal Would Eliminate Nonqualified Deferred Compensation, Limit Deductions for Payments to Highly Compensated Officers and Restrict Compensation for Tax-Exempt Organizations
On November 2, 2017, the House of Representatives Ways and Means Committee released the first draft of its tax reform bill (the “Proposed Bill”). The Proposed Bill would make significant changes to the taxation of deferred compensation and would revise and increase the limitations on payments to highly compensated employees. However, other discussed changes to qualified plans such as “Rothification” or lowered limits on qualified plan contributions were not included.
November 3, 2017
Blog Posts
November 3, 2017
U.S. Tax Reform—Insurance Company Provisions: House Ways and Means Committee Releases Draft Tax Reform Bill—Insurance Company Provisions
On November 2, 2017, Republicans in the House of Representatives unveiled the long-anticipated first draft of their tax reform bill, the “Tax Cuts and Jobs Act.” The draft bill includes provisions which would impact the taxation of life insurance companies and property and casualty insurance companies, and contains a proposal that could affect reinsurance transactions with foreign affiliates. Some important features of the draft legislation which are relevant to insurance companies are outlined in the attached memorandum.
November 3, 2017
S&C Memos
November 3, 2017
S&C Memos
November 3, 2017
S&C Memos
November 3, 2017
U.S. Tax Reform—Insurance Company Provisions: House Ways and Means Committee Releases Draft Tax Reform Bill—Insurance Company Provisions
Sullivan & Cromwell LLP - November 3, 2017
Articles
November 3, 2017
S&C Memos
November 2, 2017
U.S. Tax Reform: House Ways and Means Committee Releases Draft of Tax Reform Bill
Sullivan & Cromwell LLP - November 2, 2017
S&C Memos
November 2, 2017
U.S. Treasury Report on Asset Management and Insurance Industry Regulation: Trump Executive Order Required Fundamental Reassessment of Existing Rules; Treasury Submits the Third of Four Reports Examining the Regulatory Framework for Asset Management and Insurance
Sullivan & Cromwell LLP - November 2, 2017
Blog Posts
November 2, 2017
U.S. Tax Reform: House Ways and Means Committee Releases Draft of Tax Reform Bill
Earlier today, Republicans in the House of Representatives unveiled the long-anticipated first draft of their tax reform bill. For the most part, the draft bill is consistent with the broad policy goals provided in the framework released by the “Big Six” on September 27, 2017. However, the language released earlier today provides some detail in a few areas that had previously been left open and diverges from the proposals in the framework in several key respects. Most of the proposed changes would become effective for years after 2017.
November 2, 2017
S&C Memos
October 30, 2017
EU Merger Control: Recent EU General Court Judgments on Merger Control
Sullivan & Cromwell LLP - October 30, 2017
S&C Memos
October 30, 2017
Articles
September/October 2017
S&C Memos
October 27, 2017
SEC Announces Measures to Facilitate Cross-Border Implementation of the Research Provisions of MiFID II: Three No-Action Letters Permit Broker-Dealers to Unbundle Research Fees from Commissions without Being Regulated as Investment Advisers; Permit Continued Reliance on Exchange Act Section 28(e); and Allow Investment Advisers to Continue Aggregating Trade Orders
Sullivan & Cromwell LLP - October 27, 2017
Blog Posts
October 25, 2017
Potential Base Erosion Proposals
The framework for tax reform released by the “Big Six” includes “rules to protect the U.S. tax base by taxing at a reduced rate and on a global basis the foreign profits of U.S. multinational corporations.” This passage suggests that the eventual tax reform plan may include some sort of “global minimum tax”—an anti-avoidance measure under which all or targeted types of income of U.S. multinational corporations are taxed at a rate no lower than a designated floor rate. Although some have expressed concerns about such a plan, a global minimum tax represents a potential middle-ground between worldwide and territorial taxation systems, and has garnered some bipartisan support over the years.
October 25, 2017
S&C Memos
October 25, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 25, 2017
S&C Memos
October 24, 2017
Senate Votes to Overturn CFPB Arbitration Rule
Sullivan & Cromwell LLP - October 24, 2017
Articles
October 2017
S&C Memos
October 20, 2017
S&C Memos
October 19, 2017
LabCFTC Releases Primer on Virtual Currencies: CFTC FinTech Hub Launches Educational Tool for Innovators and Clarifies Jurisdiction Over Virtual Currencies
Sullivan & Cromwell LLP - October 19, 2017
S&C Memos
October 17, 2017
Articles
October/November 2017
S&C Memos
October 13, 2017
OCC Issues Updated Policy for Determining the Impact of Discriminatory or Illegal Credit Practices on Community Reinvestment Act Ratings: OCC Issues Policies and Procedures Manual Update Setting Forth a Framework for Determining the Effect of Evidence of Discriminatory or Other Illegal Credit Practices on CRA Ratings for OCC-Supervised Institutions
Sullivan & Cromwell LLP - October 13, 2017
S&C Memos
October 13, 2017
SEC Proposes Rules to Modernize and Simplify Regulation S-K Disclosure Requirements: Proposal Would Streamline MD&A to Provide Flexibility in Discussing Historical Periods and Simplify Exhibit Practices and Related Process for Confidential Treatment Requests
Sullivan & Cromwell LLP - October 13, 2017
Blog Posts
October 12, 2017
New York City Commission on Human Rights Publishes “Frequently Asked Questions” Addressing Salary History Ban Taking Effect October 31, 2017
Job Applicant and Employer Fact Sheets Also Published
October 12, 2017
S&C Memos
October 11, 2017
S&C Memos
October 6, 2017
S&C Memos
October 4, 2017
Blog Posts
October 6, 2017
Supreme Court Hears Oral Argument in Epic System Corp. v. Lewis
Court Considering Whether Employee Arbitration Agreements with Class-Action Waivers Violate the National Labor Relations Act
October 6, 2017
Blog Posts
October 4, 2017
Treasury Releases Report on Obama “Midnight” Regulations
On April 21, 2017, President Trump signed Executive Order 13789, authorizing the Treasury Department to determine if any significant tax regulations issued on or after January 1, 2016 should be altered or eliminated. On July 7, 2017, the IRS published Notice 2017-38, which identified certain regulations as targets for possible rescission or modification. On October 4, 2017, the Treasury Department released a report outlining certain actions that it believes would reduce the burden of certain regulations identified in the Notice. These actions include withdrawing some regulations completely, possibly revoking others in part, and possibly substantially revising others.
October 4, 2017
Articles
October 2017
Books
September 2017
S&C Memos
September 27, 2017
U.S. and EU Sign Covered Agreement: Covered Agreement Between the United States and the European Union on Insurance and Reinsurance Prudential Measures Is Signed
Sullivan & Cromwell LLP - September 27, 2017
S&C Memos
September 26, 2017
S&C Memos
September 22, 2017
S&C Memos
September 22, 2017
SEC Substantially Eases Burden of Pay Ratio Disclosure: New Guidance Allows Use of Widely Recognized Tests to Determine Who Is Included as an Employee, Reinforces Flexibility to Use Reasonable Estimates and Existing Internal Records to Identify the Median Employee and Allows Ratio to be Described as an Estimate
Sullivan & Cromwell LLP - September 22, 2017
S&C Memos
September 18, 2017
CFPB Rule Prohibits Financial Services Providers from Blocking Consumer Class Actions in Arbitration Agreements
Sullivan & Cromwell LLP - September 18, 2017
S&C Memos
September 18, 2017
EU Merger Control: New EU Framework for Screening of Foreign Direct Investments
Sullivan & Cromwell LLP - September 18, 2017
S&C Memos
September 15, 2017
Southern District of New York Rejects 1933 Act Claims Based on Events Post-Dating an Issuer’s Financial Statements: Issuer in April 2008 Offering Had No Duty To Disclose Additional Information Concerning Events of the First Quarter of 2008. District Court Also Holds that Defendants Carried Their Burden of Proving that Class Period Share Price Declines Were Not Caused by Alleged Misrepresentations.
Sullivan & Cromwell LLP - September 15, 2017
Blog Posts
September 14, 2017
A Few Crumbs For Passthrough Taxation
In our April post on Passthrough Taxation, we discussed the broad policy proposals from President Trump and Congressional Republicans as they relate to the taxation of passthrough entities. Although the concept of a 25% tax on passthrough entities was available at the time, few details had been discussed or released. In a recent speech at the Delivering Alpha conference in New York, Treasury Secretary Mnuchin provided the first of any such details that have been made available by any of the “Big Six” or other members of the Trump Administration.
September 14, 2017
Blog Posts
September 13, 2017
S&C Memos
September 12, 2017
Blog Posts
September 8, 2017
Don Korb and Andy Solomon on Progress of Tax Reform and Future Hurdles
In an article written earlier this week and published in the Tax Journal, Don Korb and Andy Solomon examine the direction of tax reform and discuss some of the major hurdles going forward.
September 8, 2017
S&C Memos
September 6, 2017
S&C Memos
September 5, 2017
Blog Posts
September 5, 2017
Trump Administration Budget Office Stays EEOC Rule That Would Have Imposed Pay Data Reporting Requirements in Employer Information Report (EEO-1)
In August 29 Memorandum, OMB Announced Review and Immediate Stay of Rule That Would Have Required Employers to Submit Pay Data Information by Gender, Race and Ethnicity
September 5, 2017
Articles
July/August 2017
S&C Memos
August 25, 2017
S&C Memos
August 21, 2017
Administration Issues Executive Order Designed to Streamline Federal Environmental Permitting Reviews for Infrastructure Projects: Order Establishes a Two-Year Timeline for Processing Federal Environmental Reviews and a One Federal Decision Policy for Major Infrastructure Projects
Sullivan & Cromwell LLP - August 21, 2017
S&C Memos
August 18, 2017
Federal Transportation Administration Proposes Procedures to Address Impediments to the Use of P3s and Private Investment in Transportation Projects: Federal Transportation Administration Proposes Procedures for Requesting Waivers or Modifications of Certain Regulatory Requirements to Increase Use of P3s and Private Investment in Transportation Projects
Sullivan & Cromwell LLP - August 18, 2017
S&C Memos
August 18, 2017
FINRA Rule Amendments: SEC Approves FINRA Rule Amendments Relating to Qualification and Registration Requirements for Representatives and Principals
Sullivan & Cromwell LLP - August 18, 2017
Books
August 18, 2017
S&C Memos
August 14, 2017
S&C Memos
August 14, 2017
IAIS—Global Insurance Capital Standard ICS 1.0: IAIS Releases Insurance Capital Standard ICS 1.0 for Extended Field Testing
Sullivan & Cromwell LLP - August 14, 2017
S&C Memos
August 11, 2017
Blog Posts
August 8, 2017
S&C Memos
August 8, 2017
S&C Memos
August 7, 2017
Federal Reserve Proposes New Rating System: Federal Reserve Proposes to Establish a New Rating System for the Supervision of Large Financial Institutions Designed to Align with the Supervisory Program for Those Institutions and to Enhance the Clarity and Consistency of Supervisory Assessments
Sullivan & Cromwell LLP - August 7, 2017
S&C Memos
August 7, 2017
Federal Reserve Proposes to Refocus Expectations for Banking Organization Directors on Core Responsibilities: Proposal Recognizes the Distinct Role of the Board as Compared to Management and the Adverse Impact of Unduly Extensive Requirements on the Board’s Attention and Effectiveness
Sullivan & Cromwell LLP - August 7, 2017
S&C Memos
August 4, 2017
S&C Memos
August 4, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - August 4, 2017
S&C Memos
August 3, 2017
Volcker Rule: Comptroller of the Currency Releases Request for Information on the Volcker Rule’s Implementation, Application and Administration
Sullivan & Cromwell LLP - August 3, 2017
S&C Memos
August 2, 2017
S&C Memos
August 1, 2017
Blog Posts
August 1, 2017
DOJ and EEOC File Opposing Amicus Briefs Addressing Whether Sexual Orientation Is a Protected Characteristic Under Title VII
Briefs Filed in Second Circuit’s Full-Panel Review of Zarda v. Altitude Express
August 1, 2017
Blog Posts
July 28, 2017
IRS Releases Notice 2017-36, Extending 385 Documentation Requirement Effective Date by 1 Year to 1/1/2019
Treasury Department and IRS released a notice this afternoon providing that the effective date of the documentation requirements within the Section 385 regulations will be delayed by one year, to January 1, 2019. Section 385 regulations were finalized last October, and are within the scope of the “midnight regulations” that are under review by the Treasury Department and IRS. Many industry groups have expressed concern that the original effective date of documentation requirements (January 1, 2018) would have been too soon, in light of the significant amount of time and cost to properly comply with the regulations.
July 28, 2017
Blog Posts
July 27, 2017
Blog Posts
July 27, 2017
Department of Labor Issues Request for Public Comments on 11 Questions About Potential Changes to the Overtime White Collar Exemptions.
Request for Information Suggests All Options Are on the Table Concerning Revisions to the Obama Administration’s 2016 Rules.
July 27, 2017
S&C Memos
July 24, 2017
New Insurance Accounting Standard IFRS 17: FSB Endorses New Accounting Standard for Insurance Contracts – IFRS 17
Sullivan & Cromwell LLP - July 24, 2017
S&C Memos
July 24, 2017
S&C Memos
July 22, 2017
Volcker Rule: Federal Banking Agencies Release New Guidance on the Treatment of “Foreign Excluded Funds” Under the Volcker Rule
Sullivan & Cromwell LLP - July 22, 2017
S&C Memos
July 21, 2017
Second Circuit Overturns Convictions of Two Former Rabobank Employees Prosecuted for LIBOR Manipulation: In the First Appellate Decision Nationwide Arising Out of the LIBOR Criminal Investigation, the Second Circuit Holds the Fifth Amendment Prohibits the Use in U.S. Criminal Proceedings of Testimony Compelled by Non-U.S. Governments
Sullivan & Cromwell LLP - July 21, 2017
Blog Posts
July 18, 2017
New York Appellate Division, First Department, Holds That Class and Collective Action Waivers Are Unenforceable Under the National Labor Relations Act, Differing with the Second Circuit.
In Gold v. New York Life Insurance Co., New York state court endorses reasoning of the Seventh Circuit decision currently on review by the Supreme Court in Epic Systems Corp. v. Lewis, No. 16-285.
July 18, 2017
S&C Memos
July 18, 2017
S&C Memos
July 17, 2017
2017 Proxy Season Review
Fewer Governance Proposals Come to a Vote, Led by Decline in Proxy Access Proposals, as More Companies Adopt Proxy Access Rather Than Submit to a Vote; Proposals to Remove Group Limits Fail
Climate Issues and Board Diversity Attract Increasing Support and Attention; Proposals on Independent Chair and Lobbying Remain Common, But Rarely Pass
Perceived Non-Responsiveness and Poor Attendance Remain Most Common Reasons for Low Director Support Levels in Uncontested Elections
Say-on-Pay Results Remain Strong, and Frequency Votes Solidify Dominance of Annual Say-on-Pay Votes
Sullivan & Cromwell LLP - July 17, 2017
S&C Memos
July 13, 2017
S&C Memos
July 12, 2017
S&C Memos
July 11, 2017
Articles
July 11, 2017
Blog Posts
July 7, 2017
Trump Administration Targets Certain of Obama’s “Midnight” Regulations
As outlined in a previous post, President Trump issued Executive Order 13789 on April 21, 2017, which was designed to reduce tax regulatory burdens. The order instructed Treasury Secretary Mnuchin to review all “significant tax regulations” issued on or after January 1, 2016, and to submit proposals to alleviate the burdens created by those regulations. On July 7, 2017, the IRS published Notice 2017-38, which lists all the regulations identified for possible rescission or modification.
July 7, 2017
Blog Posts
July 7, 2017
Articles
July 7, 2017
S&C Memos
July 5, 2017
German Merger Control: New “Size-of-Transaction” Test for Merger Control in Germany
Sullivan & Cromwell LLP - July 5, 2017
S&C Memos
July 5, 2017
How The Recent Supreme Court Term Will Affect Business
Sullivan & Cromwell LLP - July 5, 2017
S&C Memos
July 3, 2017
Blog Posts
June 30, 2017
Blog Posts
June 30, 2017
Supreme Court Grants Certiorari in Digital Realty Trust, Inc. v. Somers
Decision May Resolve Circuit Split On Question of Whether Dodd-Frank Act Protects Internal Whistleblowers
June 30, 2017
S&C Memos
June 27, 2017
S&C Memos
June 20, 2017
FX Global Code—Global Principles of Good Practice in the Foreign Exchange Market: The Foreign Exchange Working Group and Market Participants Group Publish the FX Global Code to Provide Guidance on Global Principles of Good Practice in the Foreign Exchange Market
Sullivan & Cromwell LLP - June 20, 2017
Blog Posts
June 20, 2017
U.S. Department of Justice Changes Its Position Before the Supreme Court in Epic System Corp. v. Lewis
Government Argues that Employee Arbitration Agreements with Class-Action Waivers Are Enforceable
June 20, 2017
Blog Posts
June 16, 2017
Articles
June 15, 2017
S&C Memos
June 14, 2017
S&C Memos
June 13, 2017
Blog Posts
June 12, 2017
S&C Memos
June 9, 2017
Financial CHOICE Act of 2017: House Passes Financial Regulatory Reform Legislation
Sullivan & Cromwell LLP - June 9, 2017
S&C Memos
June 8, 2017
CFTC Issues Final Recordkeeping Rules: CFTC Finalizes Rule to Modernize Recordkeeping Obligations
Sullivan & Cromwell LLP - June 8, 2017
S&C Memos
June 6, 2017
Kokesh v. SEC: U.S. Supreme Court Holds That a Five-Year Statute of Limitations Applies When the SEC Seeks Disgorgement in Enforcement Actions: The Decision Builds Upon the Court’s 2013 Holding That the Statute of Limitations Applies When the SEC Seeks Civil Monetary Penalties
Sullivan & Cromwell LLP - June 6, 2017
S&C Memos
June 6, 2017
S&C Memos
June 5, 2017
Auditor’s Reports: PCAOB Adopts New Auditor Reporting Standard and Other Amendments Relating to the Auditor’s Report
Sullivan & Cromwell LLP - June 5, 2017
S&C Memos
June 5, 2017
S&C Memos
May 31, 2017
Supreme Court Sets New Rules for Patent Exhaustion Doctrine: In a Highly Anticipated Decision, the Supreme Court Reverses Federal Circuit and Holds That Patent Exhaustion Is “Uniform and Automatic” — a First Sale, Whether Domestic or Foreign, Exhausts U.S. Patent Rights and Such Rights Cannot Be Employed to Impose Post-Sale Restrictions on the Buyer
Sullivan & Cromwell LLP - May 31, 2017
Blog Posts
May 26, 2017
Second Circuit Grants En Banc Review to Consider Whether Sexual Orientation Is a Protected Characteristic Under Title VII
Court Will Hear Zarda v. Altitude Express Appeal in September; May Become Second Federal Appellate Court to Protect Sexual Orientation Under Title VII
May 26, 2017
Articles
May 24, 2017
Blog Posts
May 22, 2017
“Hatch-ing” a New Plan for Tax Reform
Senate Finance Committee Chairman Orrin Hatch has been expected to propose integrating the corporate and individual tax systems. Under his proposal, corporations would receive a deduction for any dividends distributed to shareholders, eliminating the two levels of tax on corporate income.
May 22, 2017
Articles
May 23, 2017
S&C Memos
May 22, 2017
CFTC Launches LabCFTC FinTech Initiative: Creates New Channel for Interaction with FinTech Companies
Sullivan & Cromwell LLP - May 22, 2017
S&C Memos
May 22, 2017
Court Upends 30 Years of Patent Venue Law: U.S. Supreme Court Restricts Where Patent Infringement Lawsuits Can Be Filed
Sullivan & Cromwell LLP - May 22, 2017
Articles
May 22, 2017
S&C Memos
May 17, 2017
Blog Posts
May 15, 2017
Reviewing Obama’s “Midnight” Regulations—Another Inversion Wave?
A recent executive order from the Trump Administration authorized the Treasury Department to review all significant tax regulations issued on or after January 1, 2016. The executive order instructed the Secretary of the Treasury to find any regulations that go against certain stated tax goals of the Administration such as fairness and simplicity, and to recommend actions to mitigate such burdens. Many believe that the anti-inversion regulations promulgated under Section 7874 and the anti-earnings stripping rules under Section 385 are potential targets under this order.
May 15, 2017
S&C Memos
May 15, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - May 15, 2017
S&C Memos
May 12, 2017
American Health Care Act: The House Passes the American Health Care Act
Sullivan & Cromwell LLP - May 12, 2017
S&C Memos
May 11, 2017
CFTC Proposes to Amend CCO Rules: CFTC Proposes Amendments to Chief Compliance Officer Duties and Annual Reports
Sullivan & Cromwell LLP - May 11, 2017
S&C Memos
May 10, 2017
CFTC Requests Public Input on Simplifying and Modernizing Rules via Project KISS
Sullivan & Cromwell LLP - May 10, 2017
Blog Posts
May 9, 2017
Rethinking Repatriation
Under current law, earnings of foreign corporate subsidiaries of U.S. corporations are generally subject to U.S. taxation when the profits are actually or deemed to be “repatriated” to the United States (for example, the subsidiary pays a dividend to the U.S. parent). This has caused U.S. companies to keep an estimated $2.6 trillion of foreign earnings abroad, a problem which lawmakers have tried to solve in the past, for example, by instituting so-called “repatriation tax holidays.” To change our current system of international taxation—as congressional Republicans and the Trump Administration have both called for—any tax reform package will likely address foreign earnings abroad.
May 9, 2017
S&C Memos
May 9, 2017
Amendments to the New York Non-Profit Revitalization Act
Sullivan & Cromwell LLP - May 9, 2017
Blog Posts
May 5, 2017
Don Korb and Andy Solomon on the State of U.S. Tax Reform
In an article written earlier this week and published in the Tax Journal, Don Korb and Andy Solomon analyze the current state of tax reform efforts and the alternatives moving forward.
May 5, 2017
S&C Memos
May 5, 2017
New York City’s Mayor Signs Into Law Bill Banning Inquiry Into Salary History in Hiring: Salary History Ban Becomes Effective October 31, 2017
Sullivan & Cromwell LLP - May 5, 2017
Blog Posts
May 5, 2017
New York City’s Mayor Signs Into Law Bill Banning Inquiry Into Salary History in Hiring
Salary History Ban Becomes Effective October 31, 2017
May 5, 2017
S&C Memos
May 4, 2017
FINRA Corporate Financing: FINRA Solicits Comments on Proposed Amendments to the Corporate Financing Rule (Underwriting Terms and Arrangements)
Sullivan & Cromwell LLP - May 4, 2017
Blog Posts
May 1, 2017
Estate and Gift Taxes
Proposals for tax reform include repeal of the estate tax, which introduces new questions for how assets will be transferred, either inter vivos or at death.
May 1, 2017
Blog Posts
April 28, 2016
Senate Confirms Alexander Acosta as Secretary of Labor
On April 27, 2017, the Senate confirmed R. Alexander Acosta to serve as the U.S. Secretary of Labor under President Donald Trump.
April 28, 2016
Articles
April 25, 2017
Blog Posts
April 24, 2017
Passthrough Taxation
Proposals for tax reform raise a number of significant questions for the future and operation of passthrough entities such as limited partnerships, LLCs treated as partnerships, and S Corporations.
April 24, 2017
Blog Posts
April 21, 2017
Cutting Corporate Tax Rates
A significant drop in the headline rate for corporations has been proposed, but the tax corporations ultimately pay will depend on the corporate tax base.
April 21, 2017
S&C Memos
April 21, 2017
Financial CHOICE Act “2.0”: House Financial Services Committee Chairman Releases Revised Financial Regulatory Reform Proposal
Sullivan & Cromwell LLP - April 21, 2017
Blog Posts
April 20, 2017
New York City Council Passes Bill Banning Inquiry Into Salary History in Hiring
Amendment to the NYC Human Rights Law Makes It an Unlawful Discriminatory Practice for Employers to Ask Applicants to Disclose Salary History, but Employers May Consider Such Information if Volunteered by Candidate Without Prompting
April 20, 2017
Blog Posts
April 20, 2017
Transition Rules
A move from the current income tax regime to the proposed destination based cash-flow tax (DBCFT) could create significant dislocation and economic disruption.
April 20, 2017
S&C Memos
April 20, 2017
New York City Council Passes Bill Banning Inquiry Into Salary History in Hiring: Amendment to the NYC Human Rights Law Makes It an Unlawful Discriminatory Practice for Employers to Ask Applicants to Disclose Salary History, but Employers May Consider Such Information if Volunteered by Candidate Without Prompting
Sullivan & Cromwell LLP - April 20, 2017
Blog Posts
April 19, 2017
Don Korb and Andy Solomon on the Direction of U.S. Tax Policy
In an article published by Tax Journal in November 2016, Don Korb and Andy Solomon present the framework for U.S. tax reform following the 2016 election cycle.
April 19, 2017
S&C Memos
April 19, 2017
Non-GAAP Financial Measures: SEC Staff Comments Focus on Compliance With 2016 Guidance, Particularly the Undue Prominence of Non-GAAP Measures
Sullivan & Cromwell LLP - April 19, 2017
Blog Posts
April 19, 2017
Circuit Split Has Developed Over Whether Sexual Orientation Is a Protected Characteristic Under Title VII
On April 4, Seventh Circuit Held in Hively v. Ivy Tech Community College of Indiana That Sexual Orientation Discrimination Is Prohibited Under Title VII; On March 27, in Christiansen v. Omnicom Group, Inc., Second Circuit Affirmed Contrary View, in Line With All Other Circuits to Consider the Question
April 19, 2017
Blog Posts
April 18, 2017
The Fuss about Border Adjustments
One of the central features of the GOP’s Blueprint is a “border adjustable” tax that has raised questions from taxpayers, tax practitioners, academics and foreign sovereigns.
April 18, 2017
Blog Posts
April 18, 2017
Cash Flow Tax
The GOP’s Blueprint proposes a fundamental change to the taxation of business income, where the tax base would be determined by the cash flow of a business, and not necessarily by its profits.
April 18, 2017
Blog Posts
April 18, 2017
Territoriality and Relieving Taxes on Income Earned Abroad
The United States currently taxes its citizens, residents, and corporations on all income, no matter where earned. If Congress were to adopt a territorial system, U.S. taxpayers would only pay tax on income produced at home.
April 18, 2017
Blog Posts
April 18, 2017
No Time Like the Present for Capital Expenditures
Immediate expensing of the cost for capital expenditures potentially simplifies the operation of a business, however, transition rules will impact the effect of this proposal.
April 18, 2017
Blog Posts
April 18, 2017
The End of an Era for Interest Deductibility
Without deductibility of interest, as has been proposed, businesses will be forced to re-evaluate the structure of their capital and operations. There may be planning opportunities in advance of tax reform, however these opportunities will largely depend on the effect of transition rules.
April 18, 2017
Blog Posts
April 18, 2017
David Hariton on Border Adjustments
In a recent article in Tax Notes (available here), Sullivan & Cromwell Tax Partner David Hariton argues that a border adjustment regime would create the need for as much complexity as the proposal would eliminate.
April 18, 2017
Articles
April 2017
Blog Posts
April 18, 2017
Will Border Adjustments Cause Exchange Rates to Adjust? Expert Says No.
As discussed in our post on Border Adjustments (available here), some have argued that border adjustments would not actually hurt net importers and benefit net exporters, because of offsetting currency adjustments. In a recent article (available here), Kenneth Rogoff, a former chief economist of the IMF and a professor of economics and public policy at Harvard University, argued that currencies might not adjust as fully or as quickly as many predict they will.
April 18, 2017
S&C Memos
April 10, 2017
Blog Posts
April 18, 2017
David Hariton on Application of DBCFT to Financial Transactions
In a recent publication in Tax Notes (available here), Sullivan & Cromwell Tax Partner David Hariton explains that there are three possible ways that the DBCFT could tax financial transactions.
April 18, 2017
S&C Memos
April 6, 2017
Bank Capital Requirements: Basel Committee Proposes Changes to the G-SIB Capital Surcharge Assessment Framework
Sullivan & Cromwell LLP - April 6, 2017
Articles
April 3, 2017
Blog Posts
April 3, 2017
Supreme Court Limits Appellate Review of District-Court Decisions on Enforceability of EEOC Administrative Subpoenas to Deferential, Abuse-of-Discretion Standard
Supreme Court’s Decision in McLane v. EEOC Brings Standard of Review of EEOC Subpoenas in the Ninth Circuit in Line with All Other Circuits to Consider the Question.
April 3, 2017
Blog Posts
March 30, 2017
D.C. Circuit Leaves Undisturbed, For Now, NLRB’s Banner Health Position Concerning Confidentiality of Workplace Investigations
The NLRB, in its controversial decision in Banner Health Systems, 362 NLRB No. 137 (June 26, 2015), disapproved of employers’ practice of directing employees to keep information related to internal investigations confidential.
March 30, 2017
Books
March 29, 2017
S&C Memos
March 28, 2017
SEC Adopts T+2 Settlement Cycle: SEC Amends Rule 15c6-1, Requiring Settlement of Securities Transactions in Two Business Days Following Trade Date
Sullivan & Cromwell LLP - March 28, 2017
S&C Memos
March 27, 2017
S&C Memos
March 24, 2017
S&C Memos
March 22, 2017
SCA Hygiene Prods. v. First Quality Baby Prods.:The Supreme Court Eliminates Laches as Defense to Patent Infringement
Sullivan & Cromwell LLP - March 22, 2017
S&C Memos
March 22, 2017
Employment Law 2016 Year in Review
Sullivan & Cromwell LLP - March 22, 2017
Blog Posts
March 22, 2017
Employment Law 2016 Year in Review
This memorandum highlights what we believe were the most significant legal developments and trends from 2016 affecting employers and the employment relationship. In 2016, the Securities and Exchange Commission (“SEC”) and the National Labor Relations Board (“NLRB”) continued their focus on workplace policies and whether those policies, in their view, inhibit whistleblower protections. The question of whether employers may require employees to agree to class action arbitration waivers also came to a head, with the Supreme Court accepting for argument in its 2017 Term three petitions on the question. We expect continued focus on these areas in 2017, as well as increased lawmaking at state and local levels in light of the Trump Administration’s stated priorities and proposed budget cuts at the federal level.
March 22, 2017
S&C Memos
March 19, 2017
S&C Memos
March 17, 2017
Federal Reserve Expands Presumed Exceptions to Financial Stability Analysis: The Federal Reserve Increased Significantly the Transaction-Size and Firm-Size Thresholds at Which a Merger or Acquisition Proposal is Presumed Not to Present Material Financial Stability Concerns
Sullivan & Cromwell LLP - March 17, 2017
S&C Memos
March 2, 2017
U.S. District Court Ruling Raises Important Considerations for Debt Origination and Collection in New York: U.S. District Court Rules That New York’s Fundamental Public Policy Against Usury Overrides a Delaware Choice of Law Provision, and Thus Allows a Class Action to Proceed Against a Debt Collector for Unfair Collection Practices
Sullivan & Cromwell LLP - March 2, 2017
Articles
February 2017
Articles
February 2017
Articles
February 28, 2017
Articles
February 27, 2017
S&C Memos
February 23, 2017
Life Technologies Corp. v. Promega Corp.: Supreme Court Holds That Infringement Under 35 U.S.C. § 271(f)(1) Requires Providing More Than One Component of an Invention
Sullivan & Cromwell LLP - February 23, 2017
S&C Memos
February 13, 2017
S&C Memos
February 6, 2017
S&C Memos
February 4, 2017
Blog Posts
February 4, 2017
Executive Order Requires Fundamental Reassessment of Existing Rules; Labor Department to Reexamine its “Fiduciary Rule”
Yesterday, President Trump issued an executive order (the “Executive Order”) setting forth seven “Core Principles” to serve as the basis for the Administration’s financial services regulatory policy. The Executive Order directs the Secretary of the Treasury to consult with the heads of other financial regulatory agencies to evaluate how existing laws, regulations and other aspects of the current financial regulatory framework promote or inhibit the Core Principles and what actions have been, and are being, taken to promote and support the Core Principles.
February 4, 2017
S&C Memos
February 1, 2017
Banking Organization Capital Plans and Stress Tests: Federal Reserve Finalizes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to Its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - February 1, 2017
S&C Memos
January 30, 2017
S&C Memos
January 25, 2017
S&C Memos
January 25, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 25, 2017
Articles
January 24, 2017
S&C Memos
January 23, 2017
Corporate Inversion Transactions: IRS and Treasury Issue Final and Temporary Regulations Modifying Disqualified Stock Rules Under Section 7874
Sullivan & Cromwell LLP - January 23, 2017
S&C Memos
January 20, 2017
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2017
S&C Memos
January 19, 2017
Second Circuit Overturns Marblegate, Rejecting Expansive Interpretation of Section 316(b) of the Trust Indenture Act: In Split Decision, Appeals Court Rules That Section 316(b) of the Trust Indenture Act of 1939 Prohibits Only Formal Non-Consensual Amendments to a Qualified Indenture’s Core Payment Terms
Sullivan & Cromwell LLP - January 19, 2017
S&C Memos
January 17, 2017
State Aid and Tax: The European Commission’s Application of the State Aid Rules to Tax – Where Are We Now?
Sullivan & Cromwell LLP - January 17, 2017
S&C Memos
January 16, 2017
S&C Memos
January 12, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 12, 2017
Articles
January 10, 2017
S&C Memos
January 5, 2017
New York State Regulations Increase Salary Required for Employees Exempt from Overtime: Based on Statutory Increases to the Minimum Wage, NYS Department of Labor Increases Salary Thresholds for Executive and Administrative Exemptions to Levels Close to Those in Currently Enjoined Federal Rule
Sullivan & Cromwell LLP - January 5, 2017
Blog Posts
January 5, 2017
New York State Regulations Increase Salary Required for Employees Exempt from Overtime
On December 28, 2016, the New York State Department of Labor issued notices of adoption of new rules, effective December 31, 2016, substantially increasing the minimum required weekly salary thresholds for qualification for the executive and administrative overtime exemptions. The rules are significant for New York employers because rules issued by the federal Department of Labor similarly increasing the salary thresholds nationwide have been enjoined by a federal court and are of uncertain prospects, in light of the incoming new Presidential administration.
January 5, 2017
Articles
January 4, 2017
S&C Memos
January 3, 2017
S&C Memos
December 29, 2016
Sovereign Debt Litigation: District Court Opinion Limits the Applicability of Previous Pari Passu Decisions in the Argentine Debt Litigation
Sullivan & Cromwell LLP - December 29, 2016
S&C Memos
December 23, 2016
Volcker Rule: Federal Reserve Staff Study
Sullivan & Cromwell LLP - December 23, 2016
S&C Memos
December 22, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations and Addresses the Introduction of the Supplementary Leverage Ratio as a Post-Stress Minimum Requirement for the 2017 CCAR Cycle
Sullivan & Cromwell LLP - December 22, 2016
S&C Memos
December 22, 2016
Bank Liquidity Requirements: Federal Reserve Finalizes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 22, 2016
S&C Memos
December 21, 2016
New French Anti-Corruption Law: French Parliament Adopts Law “Sapin 2” on Transparency, Fight Against Corruption and Modernization of the Economy
Sullivan & Cromwell LLP - December 21, 2016
S&C Memos
December 16, 2016
CFTC Issues Final Aggregation Rules for Position Limits: CFTC Unanimously Votes to Adopt Amendments and Updates to Its Aggregation Rules for Position Limits
Sullivan & Cromwell LLP - December 16, 2016
S&C Memos
December 16, 2016
Loss Absorbency Requirements: Federal Reserve Adopts Final TLAC and Related Requirements for U.S. G-SIBs and U.S. Intermediate Holding Company Subsidiaries of Non-U.S. G-SIBs
Sullivan & Cromwell LLP - December 16, 2016
Articles
December 14, 2016
Publications
December 14, 2016
S&C Alerts
December 13, 2016
S&C Memos
December 13, 2016
Volcker Rule: Federal Reserve Issues Policy Statement Regarding Volcker Rule Conformance Period Extensions for “Illiquid Funds”
Sullivan & Cromwell LLP - December 13, 2016
Articles
December 13, 2016
Blog Posts
December 13, 2016
Julia Jordan and Tracy Richelle High Co-author Bloomberg BNA’s Securities Regulation and Law Report Article on Dodd-Frank Anti-Retaliation Provisions
On December 13, Bloomberg BNA’s Securities Regulation and Law Report published an article exploring Dodd-Frank anti-retaliation provisions, co-authored by Julia Jordan and Tracy Richelle High.
December 13, 2016
S&C Memos
December 12, 2016
Articles
December 9, 2016
S&C Memos
December 8, 2016
Withholding Tax on Dividend Equivalent Payments: IRS Issues Interim Guidance on Section 871(m) and the Qualified Derivatives Dealer Program
Sullivan & Cromwell LLP - December 8, 2016
S&C Memos
December 7, 2016
S&C Memos
December 4, 2016
S&C Memos
November 29, 2016
S&C Memos
November 28, 2016
Recent Insurance Industry Developments: FIO Reports on Insurance Industry Consumer Issues; FSB Updates G-SII List
Sullivan & Cromwell LLP - November 28, 2016
S&C Memos
November 28, 2016
2016 U.S. Shareholder Activism Review and Analysis: Activists Face Headwinds in 2016; Institutional Investors Highlight Risks of Settling Too Quickly and Without Consultation; Number of Campaigns Remains High, Reflecting More Campaigns by Newer and Less Frequent Activists
Sullivan & Cromwell LLP - November 28, 2016
Articles
November 28, 2016
S&C Memos
November 28, 2016
Blog Posts
November 29, 2016
Federal Judge Issues Last-Minute Preliminary Injunction Blocking U.S. Department of Labor’s New Overtime Regulations
On November 22, in Nevada v. U.S. Department of Labor, the United States District Court for the Eastern District of Texas issued a nationwide preliminary injunction preventing the Department of Labor from enforcing its new overtime rules, which were scheduled to go into effect on December 1.
November 29, 2016
S&C Memos
November 22, 2016
Articles
November 18, 2016
S&C Memos
November 16, 2016
S&C Memos
November 15, 2016
2016 U.S. Presidential and Congressional Elections: Preliminary Observations and Potential Implications for Financial Services Legislation and Regulation
Sullivan & Cromwell LLP - November 15, 2016
S&C Memos
November 15, 2016
ISS Updates 2017 Pay-for-Performance Methodology for U.S. Companies: Quantitative Test Continues to Be Based on Relative TSR But 2017 Reports Also Will Show Relative Financial Performance Based on Six New Metrics; Peer Group Submission Window Opens November 28
Sullivan & Cromwell LLP - November 15, 2016
S&C Memos
November 15, 2016
Recent Hacking Incidents and Cyber Threats to Director Communications: Public Companies Should Periodically Review Their Director Communication Practices to Ensure Appropriate Balance of Security and Efficiency in Light of Ongoing Cybersecurity Developments
Sullivan & Cromwell LLP - November 15, 2016
Articles
November 15, 2016
S&C Memos
November 7, 2016
S&C Memos
November 7, 2016
S&C Memos
November 3, 2016
Brexit: High Court Rules that the UK Government Cannot Notify the UK’s Withdrawal From the EU Without the Prior Approval of Parliament
Sullivan & Cromwell LLP - November 3, 2016
S&C Memos
November 2, 2016
S&C Memos
November 1, 2016
S&C Memos
November 1, 2016
SEC Announces Review of Financial Firms’ Employment Documentation Concerning Whistleblower Rights: Review Has Implications for All U.S. Public Companies; Registered Investment Advisers and Broker-Dealers Should Consider Reviewing Their Employment Documents Now
Sullivan & Cromwell LLP - November 1, 2016
S&C Memos
October 27, 2016
S&C Memos
October 27, 2016
SEC Proposes to Require Universal Proxy Cards for All Contested Director Elections: Would Require Both Issuer and Dissident to Use Proxy Cards Listing All Nominees, Permitting Shareholders to Choose Their Desired Mix of Issuer and Dissident Nominees; Dissident Must Solicit Holders of at Least a Majority of Shares
Sullivan & Cromwell LLP - October 27, 2016
S&C Memos
October 26, 2016
Articles
October 24, 2016
Articles
October 24, 2016
S&C Memos
October 21, 2016
S&C Memos
October 20, 2016
Articles
October 20, 2016
S&C Memos
October 19, 2016
CFTC Proposes Rules on Cross-Border Application of Swap Provisions: CFTC Proposes Rules on the Cross-Border Application of Certain Aspects of Its Dodd-Frank Swaps Rules, Including Registration Thresholds and External Business Conduct Standards for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - October 19, 2016
S&C Memos
October 19, 2016
New SEC Staff Guidance on Pay Ratio Disclosure: Guidance Reinforces Flexibility in Identifying the Median Employee While Maintaining Limits on Annualizing Compensation
Sullivan & Cromwell LLP - October 19, 2016
S&C Memos
October 17, 2016
Banking Organization TLAC Holdings: Basel Committee Issues Final Standard on Capital Treatment of TLAC Holdings
Sullivan & Cromwell LLP - October 17, 2016
S&C Memos
October 17, 2016
State Street Becomes Latest Large Asset Manager to Outline Concerns Over Board Responses to Activist Short-Termism: Focuses on Rapid Settlements of Activist Demands That May Not Protect Interests of Long-Term Investors; Urges Companies to Consult With Long-Term Shareholders on Activist Response
Sullivan & Cromwell LLP - October 17, 2016
Articles
October 17, 2016
S&C Memos
October 13, 2016
IRS Significantly Narrows New Regulations Dealing with Related-Party Debt: IRS Issues Final and Temporary Regulations That Significantly Narrow the Scope of Proposed Regulations Recharacterizing Certain Related-Party Debt as Equity for U.S. Income Tax Purposes
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 14, 2016
New Jersey Estate Tax to Be Repealed: Governor Christie Signs Bill Eliminating State Estate Tax as of January 1, 2018; Inheritance Tax Is Retained
Sullivan & Cromwell LLP - October 14, 2016
S&C Memos
October 13, 2016
D.C. Circuit Invalidates CFPB Structure as Unconstitutional; Rejects “Flawed” Statutory Application in Enforcement Proceeding: Appeals Court Rules in PHH v. CFPB that CFPB Action Suffered From Both Constitutional and Statutory Flaws; Ruling on Statutes of Limitations Could Affect Remedial Enforcement Actions by Federal Banking Agencies
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 13, 2016
Federal Insurance Office Report: The Federal Insurance Office Releases 2016 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 13, 2016
New York DFS Issues Guidance on Monitoring Incentive Compensation Arrangements: State-Regulated Banking Institutions Advised to Ensure that Incentive Compensation Tied to Employee Performance Indicators Is Subject to Effective Risk Management, Oversight and Control
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 11, 2016
S&C Memos
October 4, 2016
Non-GAAP Financial Measures: Update on the SEC’s Increased Scrutiny of Non-GAAP Disclosure
Sullivan & Cromwell LLP - October 4, 2016
S&C Memos
October 4, 2016
S&C Memos
September 30, 2016
Banking Organization Capital Plans and Stress Tests: Federal Reserve Proposes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - September 30, 2016
Articles
September 2016
Articles
September 30, 2016
S&C Memos
September 29, 2016
S&C Memos
September 26, 2016
Banking Organization Capital Plans and Stress Tests: Federal Reserve Governor Tarullo Previews Proposal for Multiple Revisions to Capital Plans and Stress Tests That Will Increase Effective Capital Requirements for G-SIBs and May Reduce Effective Capital Requirements for Other CCAR Banking Organizations
Sullivan & Cromwell LLP - September 26, 2016
S&C Memos
September 26, 2016
Physical Commodity Activities Conducted by Financial Holding Companies: Federal Reserve Proposes Extraordinary Increase in Capital Requirements for Physical Commodity Activities and Certain Merchant Banking Investments, Along With New Prudential Limitations
Sullivan & Cromwell LLP - September 26, 2016
S&C Memos
September 22, 2016
U.S. Tax Consequences of EU State Aid Recoupment: IRS Issues Notice Treating Certain Payments of Prior-Year Foreign Taxes as “Splitter Arrangements”
Sullivan & Cromwell LLP - September 22, 2016
S&C Memos
September 19, 2016
S&C Memos
September 15, 2016
CFPB Proposes Amendments to Confidentiality and Disclosure Rules: CFPB Proposes Amendments to Rules Governing Disclosure of Confidential Information
Sullivan & Cromwell LLP - September 15, 2016
S&C Memos
September 14, 2016
Bank Capital Requirements: Federal Reserve Releases Final Policy Statement on the Framework for Setting the Countercyclical Capital Buffer
Sullivan & Cromwell LLP - September 14, 2016
Books
September 14, 2016
Books
September 12, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
The U.S. Court of Appeals for the Ninth Circuit Interprets Rule 13a-14 of the Securities Exchange Act and Section 304 of the Sarbanes-Oxley Act: The Ninth Circuit Holds That a CEO or CFO May Have Liability for a False Rule 13a-14 Certification, and SOX’s Disgorgement Provision Applies Irrespective of Whether a Restatement Is Caused by a CEO’s or CFO’s Personal Misconduct
Sullivan & Cromwell LLP - September 8, 2016
S&C Memos
September 7, 2016
S&C Memos
September 2, 2016
Joint Fact Sheet on Foreign Correspondent Banking Supervision and Enforcement: U.S. Department of Treasury and Federal Banking Agencies Issue Joint Fact Sheet Aimed at Dispelling “Myths” About U.S. BSA/AML and Sanctions Supervisory Expectations and Enforcement Approach for Correspondent Banking
Sullivan & Cromwell LLP - September 2, 2016
S&C Memos
September 1, 2016
Articles
September 1, 2016
S&C Memos
August 31, 2016
S&C Memos
August 26, 2016
Asset Management—Termination of Funds: IOSCO Issues Consultation Report on Termination of Investment Funds; Seeks Comments on Proposed Good Practices
Sullivan & Cromwell LLP - August 26, 2016
S&C Memos
August 26, 2016
IRS Ruling Policy on Spinoffs: IRS Changes Policy and Will Again Rule on Business Purpose and Device Requirements
Sullivan & Cromwell LLP - August 26, 2016
Articles
August 24, 2016
S&C Memos
August 17, 2016
Articles
August 15, 2016
S&C Memos
August 5, 2016
IAIS: Global Insurance Capital Standard; IAIS Issues Second Consultation Document for Risk-based Global Insurance Capital Standard
Sullivan & Cromwell LLP - August 5, 2016
S&C Memos
August 4, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Proposes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - August 4, 2016
S&C Memos
August 3, 2016
Financial Services Regulation: Federal Reserve Board Governor Tarullo Discusses Regulatory Approach to “Shadow Banking” and Stable Funding
Sullivan & Cromwell LLP - August 3, 2016
S&C Memos
July 29, 2016
S&C Memos
July 22, 2016
Executive Group Publishes Statement of Commonsense Principles of Corporate Governance: Principles Aim to Provide Basic Framework for Sound, Long-Term Public Company Governance and Stimulate Further Conversation; Acknowledge There Is No One-Size-Fits-All Approach
Sullivan & Cromwell LLP - July 22, 2016
S&C Memos
July 19, 2016
S&C Memos
July 18, 2016
New Guidance Affecting Spinoffs: IRS and Treasury Department Issue New Proposed Regulations
Sullivan & Cromwell LLP - July 18, 2016
S&C Memos
July 15, 2016
S&C Memos
14 July 2016
German Merger Control: Introduction of a “Size-of-Transaction” Test for Merger Notifications in Germany
Sullivan & Cromwell LLP - 14 July 2016
S&C Memos
July 14, 2016
Hart-Scott-Rodino Act: ValueAct Pays Record Fine to Resolve Alleged HSR Violations
Sullivan & Cromwell LLP - July 14, 2016
S&C Memos
July 11, 2016
2016 Proxy Season Review: Proxy Access Becomes Widespread as “Market Standard” Terms Are Reinforced; Traditional Governance Proposals Continue to Decline; Lack of Responsiveness to a Shareholder Vote Remains Principal Driver of Low Support Levels for Directors
Sullivan & Cromwell LLP - July 11, 2016
S&C Memos
July 11, 2016
SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Compensation to Director Candidates: Reflects Continued Focus on Activist Payments to Directors and Nominees; Nasdaq Notes Potential for Conflicts of Interest, Fiduciary Duty Concerns and Promotion of Short-Term Focus
Sullivan & Cromwell LLP - July 11, 2016
S&C Memos
July 7, 2016
“Resource Payments” Disclosure: SEC Adopts Final Rules on Disclosure of Payments to Governments for Commercial Development of Oil, Natural Gas or Minerals
Sullivan & Cromwell LLP - July 7, 2016
S&C Memos
July 7, 2016
S&C Memos
July 7, 2016
France – New “Inpatriates” Tax Incentives: French Prime Minister Announced on July 6, 2016 a Package of Tax Measures to Improve the Attractiveness of Paris as a Financial Center, in Relation With the Recent Referendum on Brexit. This Package Is Focused on Tax Incentives for Employees and Employers in the Financial Services Industry
Sullivan & Cromwell LLP - July 7, 2016
S&C Memos
July 7, 2016
S&C Memos
July 6, 2016
S&C Memos
July 5, 2016
Updated Brokered Deposit Guidance: FDIC Revises Frequently Asked Questions on Identifying, Accepting and Reporting Brokered Deposits
Sullivan & Cromwell LLP - July 5, 2016
Articles
June 30, 2016
S&C Memos
June 29, 2016
How The Recent Supreme Court Term Will Affect Business
Sullivan & Cromwell LLP - June 29, 2016
S&C Memos
June 28, 2016
S&C Memos
June 24, 2016
“Brexit”—Vote by the UK to Leave the EU: Legal Implications
Sullivan & Cromwell LLP - June 24, 2016
Articles
June 24, 2016
S&C Memos
June 23, 2016
Client Alert: FASB Expected Credit Loss Methodology
Sullivan & Cromwell LLP - June 23, 2016
S&C Memos
June 21, 2016
S&C Memos
June 21, 2016
Articles
June 21, 2016
Articles
June 20, 2016
Blog Posts
June 20, 2016
Tracy Richelle High and Christina Andersen Co-author Article Titled “Statutory Restrictions on Employers’ Hiring Policies in New York City”
On June 20, Ms. High presented the paper “Statutory Restrictions on Employers’ Hiring Policies in New York City” at PLI’s Employment Discrimination Law & Litigation 2016.
June 20, 2016
S&C Memos
June 17, 2016
S&C Memos
June 17, 2016
Blog Posts
June 17, 2016
OFCCP Revises Sex Discrimination Guidelines for the First Time Since 1970
On June 14, 2016, the Department of Labor’s Office of Federal Contract Compliance Programs (OFCCP), which enforces anti-discrimination laws covering federal government contractors and subcontractors, issued a final rule (Rule) that significantly updates the agency’s existing guidelines on sex discrimination.
June 17, 2016
S&C Alerts
June 16, 2016
S&C Memos
June 15, 2016
Ambac Assurance Corp. v. Countrywide Home Loans, Inc.—New York Court of Appeals Declines to Extend Common-Interest Doctrine to Merger Parties’ Pre-Closing Communications: New York’s Highest Court Reverses First Department and Holds That Common-Interest Doctrine Only Applies to Communications That Relate to Pending or Anticipated Litigation
Sullivan & Cromwell LLP - June 15, 2016
S&C Memos
June 15, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Reporting Requirements for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - June 15, 2016
S&C Memos
June 14, 2016
S&C Memos
June 13, 2016
In re Appraisal of Dell Inc.: Delaware Court of Chancery Determines Fair Value Is 28% Higher Than Merger Price Following an Auctioned Arm’s-Length MBO
Sullivan & Cromwell LLP - June 13, 2016
S&C Memos
June 13, 2016
S&C Memos
June 8, 2016
Internal Revenue Service Issues Regulations Affecting REIT Conversions and Spinoffs: IRS and Treasury Issue Regulations to Extend the Period During Which a REIT Is Subject to Corporate Tax on Built-in Gains and Impose Corporate-Level Tax on Corporations That Transfer Property to a REIT Within 10 Years of a Spinoff
Sullivan & Cromwell LLP - June 8, 2016
S&C Memos
June 7, 2016
S&C Memos
June 3, 2016
CFTC Supplements Position Limits Proposal: The CFTC Supplements Its Position Limits Proposal by Revising the Proposed Definition of Bona Fide Hedging and Including a Provision that Would Permit Exchanges to Recognize Non-Enumerated Bona Fide Hedges and Other Exemptions
Sullivan & Cromwell LLP - June 3, 2016
S&C Memos
June 3, 2016
S&C Memos
June 3, 2016
S&C Memos
June 1, 2016
S&C Memos
June 1, 2016
S&C Memos
May 31, 2016
Articles
May 31, 2016
S&C Memos
May 26, 2016
S&C Memos
May 25, 2016
Audit Reports: PCAOB Releases Reproposal of Amendments to Its Audit Report Standard
Sullivan & Cromwell LLP - May 25, 2016
S&C Memos
May 24, 2016
S&C Memos
May 24, 2016
Non-GAAP Financial Measures: SEC Staff Updates Guidance and Indicates Plans to Increase Scrutiny of Non-GAAP Financial Measures
Sullivan & Cromwell LLP - May 24, 2016
Books
May 24, 2016
Publications
May 20, 2016
Articles
May 19, 2016
Articles
May 18, 2016
S&C Memos
May 17, 2016
S&C Memos
May 17, 2016
Spokeo, Inc. v. Robins: U.S. Supreme Court Affirms That Bare Procedural and Technical Violations Do Not Confer Standing
Sullivan & Cromwell LLP - May 17, 2016
S&C Memos
May 16, 2016
New Federal Civil Cause of Action for Trade Secret Theft – Considerations for Employers: To Obtain All Benefits of New Law, Companies Must Incorporate Notice of the Act’s Whistleblower Immunity Provision in Employee Confidentiality or Severance Contracts That Concern Trade Secrets Entered into or Updated After May 11, 2016
Sullivan & Cromwell LLP - May 16, 2016
S&C Memos
May 9, 2016
S&C Memos
May 9, 2016
S&C Memos
May 3, 2016
Treasury Clarifies That Partners Working for a Disregarded Entity Owned by a Partnership are Self-Employed: Proposed Regulations Would, as a General Matter, Prevent Partners from Participating in Employee Benefit Plans Established for Employees of a Disregarded Entity Owned by the Partnership
Sullivan & Cromwell LLP - May 3, 2016
Articles
May 1, 2016
Articles
April 30, 2016
S&C Memos
April 27, 2016
S&C Memos
April 27, 2016
Details Emerge: Proposed Regulation of Incentive Compensation at Large Financial Institutions; FDIC, FHFA and OCC Issue Proposed Rules Consistent with NCUA’s Proposal Last Week
Largest Financial Institutions Face New Risk Management and Governance Requirements and Tiered Restrictions on Incentive Pay
Largest Financial Institutions Face New Risk Management and Governance Requirements and Tiered Restrictions on Incentive Pay
Sullivan & Cromwell LLP - April 27, 2016
S&C Memos
April 25, 2016
S&C Memos
April 21, 2016
S&C Memos
April 20, 2016
Articles
April 19, 2016
S&C Memos
April 18, 2016
S&C Memos
April 14, 2016
S&C Memos
April 14, 2016
Articles
April 12, 2016
Articles
April 12, 2016
S&C Memos
April 8, 2016
S&C Memos
April 7, 2016
D.C. District Court Rescinds FSOC’s Designation of MetLife as Systemically Important: Decision Cites “Fundamental Violations of Established Administrative Law,” Including a Failure to Consider the Costs of Regulation and Unexplained Deviations From Prior Regulatory Guidance
Sullivan & Cromwell LLP - April 7, 2016
S&C Memos
April 7, 2016
Hart-Scott-Rodino Act: DOJ Files Suit Against An “Activist Investor”
Sullivan & Cromwell LLP - April 7, 2016
S&C Memos
April 7, 2016
S&C Memos
April 6, 2016
Foreign Corrupt Practices Act: DOJ Launches FCPA Enforcement “Pilot Program”
Sullivan & Cromwell LLP - April 6, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
U.S. Taxation of Foreign Financial Institutions: New Proposed Regulations Affecting Inbound Restructuring by Foreign Financial Institutions
Sullivan & Cromwell LLP - April 5, 2016
S&C Memos
April 5, 2016
U.S. Taxation of Related Party Debt: New Proposed Debt/Equity Regulations Affecting Debt Held by Related Corporations
Sullivan & Cromwell LLP - April 5, 2016
S&C Memos
March 31, 2016
Private Equity Funds Held Liable for Pension Liabilities of a Portfolio Company: Following Remand by the First Circuit, District Court Rules That Two Affiliated Private Equity Funds Formed a “Partnership-in-Fact” and Had Controlled Group Liability for the Pension Liabilities of Their Portfolio Company
Sullivan & Cromwell LLP - March 31, 2016
S&C Memos
March 23, 2016
S&C Memos
March 22, 2016
Bank Liquidity Guidance: Federal Banking Agencies Issue Guidance on Funds Transfer Pricing for Funding and Contingent Liquidity Risks
Sullivan & Cromwell LLP - March 22, 2016
S&C Memos
March 21, 2016
Nasdaq Proposal Would Increase Focus on Activist Payments to Director Candidates: Would Require Proxy or Website Disclosure of Third-Party Compensation to Directors or Nominees; Nasdaq Notes Potential for Conflicts of Interest, Short Term-ism and Fiduciary Duty Concerns
Sullivan & Cromwell LLP - March 21, 2016
Articles
March 21, 2016
S&C Memos
March 10, 2016
S&C Memos
March 8, 2016
Single Counterparty Credit Limits: Federal Reserve Board Proposes Revised Rules to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - March 8, 2016
Articles
March 8, 2016
S&C Memos
March 7, 2016
S&C Memos
March 7, 2016
FBAR Reporting Requirements for Foreign Financial Accounts: FinCEN Releases Notice of Proposed Rulemaking to Revise Certain Provisions of the FBAR Regulations
Sullivan & Cromwell LLP - March 7, 2016
S&C Memos
March 4, 2016
Volcker Rule and Bank Capital: Agencies Release Guidance on Capital Treatment of Banking Entity Investments in TruPS CDOs
Sullivan & Cromwell LLP - March 4, 2016
S&C Memos
Updated March 10, 2016
Sovereign Debt Litigation: District Court Order Paves the Way for the Republic of Argentina to Return to International Credit Markets
Sullivan & Cromwell LLP - Updated March 10, 2016
S&C Memos
March 3, 2016
S&C Alerts
March 02, 2016
Articles
March 2, 2016
Articles
March 1, 2016
S&C Memos
February 22, 2016
Articles
February 19, 2016
S&C Memos
February 17, 2016
Cross-Border Security-Based Swaps: SEC Issues Final Rules on Cross-Border Security-Based Swap Activity in the United States
Sullivan & Cromwell LLP - February 17, 2016
S&C Alerts
February 17, 2016
S&C Memos
February 11, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Reporting Requirements for the Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - February 11, 2016
S&C Memos
February 11, 2016
CFTC and European Commission CCP Agreement: CFTC Chairman Massad and Commissioner Hill Agree to Common Approach Regarding Requirements for CCPs
Sullivan & Cromwell LLP - February 11, 2016
Articles
February 9, 2016
Articles
February 8, 2016
S&C Memos
February 3, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Issues Instructions and Guidance for the 2016 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - February 3, 2016
S&C Alerts
February 2, 2016
Articles
February 2, 2016
S&C Memos
January 27, 2016
S&C Memos
January 26, 2016
In re Trulia, Inc. Stockholder Litigation: Delaware Chancery Court Rejects Proposed Disclosure-Only Settlement as Inadequate and Makes Clear That Disclosure-Only Settlements Will Only Be Approved if the Supplemental Disclosures Are “Plainly” Material and the Releases Narrowly Drawn
Sullivan & Cromwell LLP - January 26, 2016
S&C Memos
January 26, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - January 26, 2016
S&C Memos
January 25, 2016
U.S. Department of Labor Issues Expansive Interpretation of Joint-Employer Liability Under the Fair Labor Standards Act: Non-Binding Administrative Interpretation Takes Position That Joint-Employer Liability Under the Fair Labor Standards Act Should Be Based on the “Economic Realities” of the Working Relationship and Not the Traditional Degree of Control Test
Sullivan & Cromwell LLP - January 25, 2016
S&C Memos
January 21, 2016
S&C Memos
January 21, 2016
S&C Memos
January 21, 2016
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 21, 2016
Articles
January 14, 2016
Articles
January 12, 2016
S&C Memos
January 7, 2016
Margin Requirements for Uncleared Swaps: CFTC and Prudential Regulators Finalize Rules Imposing Minimum Margin and Capital Requirements on Covered Swap Entities
Sullivan & Cromwell LLP - January 7, 2016
S&C Memos
5 January 2016
VAT Recovery and Grouping: EU Court Rules That Active Holding Companies May Be Entitled to Full VAT Recovery and Partnerships May Join VAT Groups
Sullivan & Cromwell LLP - 5 January 2016
S&C Memos
January 4, 2016
Proposed Regulations Regarding Country-by-Country Reporting: IRS and Treasury Department Issue Proposed Country-by-Country Reporting Regulations
Sullivan & Cromwell LLP - January 4, 2016
S&C Memos
December 31, 2015
Bank Capital Requirements: Basel Committee Releases Second Consultative Document on Revisions to the Standardized Approach for Credit Risk
Sullivan & Cromwell LLP - December 31, 2015
S&C Memos
December 31, 2015
Proposed New Rules for Alternative Trading Systems: SEC Proposes New Rules for the Registration of Alternative Trading Systems Transacting in National Market System Stocks
Sullivan & Cromwell LLP - December 31, 2015
S&C Memos
December 30, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Issues Consolidated Guidance on Supervisory Expectations for Capital Planning at Large Bank Holding Companies
Sullivan & Cromwell LLP - December 30, 2015
S&C Memos
December 28, 2015
Section 4371 Excise Tax on Reinsurance Contracts: IRS Rules that Federal Excise Tax Does Not Generally Apply to Wholly Foreign Reinsurance and Retrocession Agreements
Sullivan & Cromwell LLP - December 28, 2015
S&C Memos
December 24, 2015
BB&T Receives Federal Reserve Approval to Acquire National Penn Bancshares
Sullivan & Cromwell LLP - December 24, 2015
Blog Posts
December 22, 2015
S&C Memos
December 22, 2015
SEC Re-Proposes Resource Payments Disclosure Rules: Re-Proposed Rules are Substantially Similar to the Original Resource Extraction Disclosure Rules, with Certain Distinctions
Sullivan & Cromwell LLP - December 22, 2015
S&C Memos
December 22, 2015
S&C Memos
December 21, 2015
S&C Memos
December 21, 2015
Tax Extenders 2015: New Legislation Extends Expiring Tax Provisions, Delays Taxes Imposed Under the Patient Protection and Affordable Care Act, and Enacts Revenue Raisers
Sullivan & Cromwell LLP - December 21, 2015
S&C Memos
December 18, 2015
S&C Memos
December 17, 2015
S&C Memos
December 17, 2015
Proposed Tax Extenders Legislation Would Limit “Opco/Propco” Spinoffs, Modify FIRPTA and Affect Treatment of REITs: Proposed Legislation Would Limit Opco/Propco Spinoffs and Make Changes to Treatment of Some Foreign Investment in U.S. Real Estate and to Real Estate Investment Trusts
Sullivan & Cromwell LLP - December 17, 2015
S&C Memos
December 14, 2015
DirecTV, Inc. v. Imburgia: U.S. Supreme Court Rejects California Court’s Attempt to Invalidate Class-Arbitration Waivers
Sullivan & Cromwell LLP - December 14, 2015
S&C Memos
December 14, 2015
S&C Memos
December 14, 2015
S&C Memos
December 8, 2015
S&C Memos
December 7, 2015
RBC Capital Markets, LLC v. Jervis: Delaware Supreme Court Affirms Financial Advisor Liability for Aiding and Abetting Unreasonable Sale Process
Sullivan & Cromwell LLP - December 7, 2015
S&C Memos
December 7, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Implements Amendments to Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - December 7, 2015
S&C Memos
December 4, 2015
Bank Liquidity Requirements: Federal Reserve Board Proposes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 4, 2015
S&C Memos
December 3, 2015
S&C Memos
December 2, 2015
S&C Memos
December 2, 2015
Blog Posts
December 2, 2015
S&C Memos
December 1, 2015
S&C Memos
November 27, 2015
S&C Memos
November 25, 2015
S&C Memos
November 24, 2015
S&C Memos
November 24, 2015
S&C Memos
November 24, 2015
S&C Memos
November 22, 2015
S&C Memos
November 20, 2015
Basel Capital Framework: Basel Committee Outlines Updated Policy Agenda, Including Plans to Finalize Outstanding Revisions to Its Regulatory Reform Framework by the End of 2016
Sullivan & Cromwell LLP - November 20, 2015
S&C Memos
November 20, 2015
Anti-Inversion Notice Issued: IRS and Treasury Issue Guidance Intended to Limit Ability of Corporations to Invert and Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - November 20, 2015
S&C Memos
November 18, 2015
Articles
November 2015
Blog Posts
November 13, 2015
Federal Reserve Denies Request to Withdraw a Notice of Prohibition
November 13, 2015
Blog Posts
November 13, 2015
NYDFS Letter to Financial Regulators on Cybersecurity
November 13, 2015
S&C Memos
November 12, 2015
Climate Change Disclosure: New York Attorney General Reaches Settlement with Peabody Energy Corporation to Change its Disclosure Practices Regarding Climate Change
Sullivan & Cromwell LLP - November 12, 2015
S&C Memos
November 12, 2015
Blog Posts
November 11, 2015
S&C Memos
November 10, 2015
S&C Memos
November 5, 2015
Partnership Tax Audits: New Audit Regime Allows IRS to Assess and Collect Tax at the Partnership Level
Sullivan & Cromwell LLP - November 5, 2015
Blog Posts
November 5, 2015
S&C Memos
November 4, 2015
Articles
October 31, 2015
S&C Memos
October 28, 2015
S&C Memos
October 26, 2015
ISS Proposes 2016 Policy Updates: No Proposal on Proxy Access or Responsiveness; U.S. Policy Changes Would Lower the Acceptable Number of Board Positions Held by a Director, Provide for Ongoing Negative Director Recommendations After Certain Unilateral Governance Changes, and Heighten Compensation Disclosure Requirements for Externally-Managed Issuers
Sullivan & Cromwell LLP - October 26, 2015
S&C Memos
October 26, 2015
Articles
October 26, 2015
S&C Memos
October 23, 2015
SEC Staff Issues Guidance on Excluding Shareholder Proposals: Competing Proposals in Proxy Statements Likely to Increase
Sullivan & Cromwell LLP - October 23, 2015
Articles
October 23, 2015
Ted Rogers Authors Paper on Workplace Investigations and Privilege
October 23, 2015
Articles
October 22, 2015
Blog Posts
October 21, 2015
Articles
October 2015
S&C Memos
October 12, 2015
Financial Disclosure: SEC Issues Request for Comment on Regulation S-X Requirements Relating to Entities Other Than the Registrant
Sullivan & Cromwell LLP - October 12, 2015
S&C Memos
October 8, 2015
NYSE Amends Rule on Material News Notification and Trading Halts: NYSE Extends the Pre-Market Notification Period During Which Listed Companies Are Required to Notify the NYSE Prior to Disseminating Material News, Expands the NYSE’s Authority to Halt Trading and Revises Guidance on News Dissemination Methods
Sullivan & Cromwell LLP - October 8, 2015
S&C Memos
October 5, 2015
S&C Memos
October 5, 2015
S&C Memos
October 2, 2015
SEC Issues Liquidity Risk Management and “Swing Pricing” Proposal for Open-End Investment Funds: Proposed Rule and Amendments to Rules and Forms Would Require Open-End Funds to Implement Liquidity Risk Management Programs and Permit Their Use of Swing Pricing
Sullivan & Cromwell LLP - October 2, 2015
S&C Memos
October 1, 2015
S&C Memos
September 30, 2015
S&C Alerts
September 29, 2015
S&C Memos
29 September 2015
UK Taxation of Non-UK Entities: HMRC Responds to UK Supreme Court Ruling that a Delaware LLC Is “Tax-Transparent”
Sullivan & Cromwell LLP - 29 September 2015
Blog Posts
September 29, 2015
Withdrawal of Proposed Rulemaking Against Lebanese Canadian Bank SAL
September 29, 2015
S&C Memos
September 28, 2015
S&C Memos
September 28, 2015
S&C Memos
September 22, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - September 22, 2015
S&C Memos
September 22, 2015
Books
September 22, 2015
Nic Bourtin Edits The International Investigations Review, Fifth Edition
September 22, 2015
S&C Memos
September 21, 2015
S&C Memos
September 21, 2015
Transfer Pricing and Outbound Transfers of Intangible Property: IRS and Treasury Department Issue Proposed Regulations Relating to Outbound Transfers of Intangibles and Temporary Regulations Clarifying the Application of Transfer Pricing Rules to Such Transactions
Sullivan & Cromwell LLP - September 21, 2015
S&C Memos
September 21, 2015
Withholding Tax on Dividend Equivalent Payments: IRS and Treasury Issue New Final and Proposed Regulations on Withholding Tax on “Dividend Equivalent Payments”
Sullivan & Cromwell LLP - September 21, 2015
S&C Memos
September 15, 2015
S&C Memos
September 14, 2015
New Justice Department Guidance on Individual Accountability: Analysis of the Justice Department’s New Guidance on Individual Liability in Matters of Corporate Wrongdoing
Sullivan & Cromwell LLP - September 14, 2015
S&C Memos
September 11, 2015
S&C Memos
September 10, 2015
Security-Based Swaps: Recently Adopted and Proposed Rules under Title VII
Sullivan & Cromwell LLP - September 10, 2015
Blog Posts
September 9, 2015
S&C Memos
September 8, 2015
National Labor Relations Board Adopts Expansive Joint-Employer Standard: In Decision with Potentially Large Ramifications, NLRB Holds That Joint-Employer Status Is Based on the Power to Control Terms and Conditions of Employment, Even If Such Control Is Indirect or Unexercised
Sullivan & Cromwell LLP - September 8, 2015
Articles
September 8, 2015
S&C Memos
September 1, 2015
Foreign Sovereign Immunity: Second Circuit Issues New Ruling on Central Bank Immunity Under the Foreign Sovereign Immunities Act
Sullivan & Cromwell LLP - September 1, 2015
Articles
August 31, 2015
Articles
August 31, 2015
S&C Memos
August 26, 2015
S&C Alerts
August 18, 2015
S&C Memos
August 18, 2015
Proxy Access Bylaw Developments and Trends: Including List of Considerations, Analysis of Terms Adopted to Date, and Sample Bylaw
Sullivan & Cromwell LLP - August 18, 2015
S&C Memos
August 18, 2015
S&C Memos
August 12, 2015
S&C Memos
August 10, 2015
Court Strikes Down New York City “Responsible Banking Act” as Preempted by Federal and State Banking Laws: RBA Would Have Publicly Rated Banks and Threatened to Remove City Deposits From Them Based on the City’s Assessment of the Banks’ Community Lending and Other Activities
Sullivan & Cromwell LLP - August 10, 2015
S&C Memos
August 7, 2015
D.C. Circuit Allows Challenges to the CFPB’s Constitutionality to Proceed: Separate Panels Reverse District Court Dismissal of Texas Bank’s Challenges on Standing and Ripeness Grounds and Grant Mortgage Servicer’s Motion to Stay CFPB Action Pending Judicial Review
Sullivan & Cromwell LLP - August 7, 2015
S&C Memos
August 7, 2015
SEC Adopts CEO Pay Ratio Rule: New Rule Will Not Be Effective Until 2018 Proxy Season
Sullivan & Cromwell LLP - August 7, 2015
S&C Memos
August 3, 2015
Patent Licensing: Ninth Circuit Affirms District Court RAND Royalty Rate Calculation and Claim for Motorola’s Failure to Abide by Its RAND Commitments
Sullivan & Cromwell LLP - August 3, 2015
S&C Memos
July 31, 2015
Tax Court Invalidates Treasury Regulation on Cost-Sharing Arrangements: Tax Court Strikes Down Treasury Rule Requiring Sharing of Stock-Based Compensation Costs in Qualified Cost-Sharing Arrangements Because the Rule Failed the Reasoned Decision-Making Standard
Sullivan & Cromwell LLP - July 31, 2015
Books
July 31, 2015
Blog Posts
July 30, 2015
Blog Posts
July 30, 2015
S&C Memos
July 29, 2015
Bank Capital Requirements: Federal Reserve Board Approves Final Common Equity Surcharge For U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - July 29, 2015
Articles
July 27, 2015
S&C Memos
July 24, 2015
IRS Proposes Changes to the Taxation of Fee Waivers and Possibly Other Transactions in Which Partners Provide Services: IRS Proposals Would Re-characterize Partnership Income from Some Fee Waiver Arrangements (and Potentially Other Transactions) as Service Income
Sullivan & Cromwell LLP - July 24, 2015
S&C Memos
July 23, 2015
S&C Memos
July 22, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - July 22, 2015
S&C Memos
July 20, 2015
2015 Proxy Season Review: Proxy Access Proposals Most Significant Development of 2015; Significantly Higher ISS Support of Independent Chair Proposals Does Not Translate to Higher Votes; Board Withhold Recommendations Continue to Increase With Board Responsiveness a Key Driver in Resulting Votes
Sullivan & Cromwell LLP - July 20, 2015
S&C Memos
July 20, 2015
Articles
July 20, 2015
S&C Memos
July 17, 2015
Articles
July 15, 2015
Blog Posts
July 14, 2015
S&C Memos
July 13, 2015
IRS to Eliminate Common ERISA Pension Plan De-Risking Strategy: IRS Announces Intention to Prohibit Lump-Sum Payout of In-Pay Annuities
Sullivan & Cromwell LLP - July 13, 2015
S&C Memos
13 July 2015
UK Taxation of Non-UK Entities: UK Supreme Court Rules for First Time on Entity Classification for UK Tax Purposes – Is a Delaware LLC “Tax-Transparent”?
Sullivan & Cromwell LLP - 13 July 2015
S&C Memos
July 10, 2015
S&C Memos
July 10, 2015
S&C Memos
July 9, 2015
Audit Committee Disclosure: SEC Issues Concept Release Seeking Comment on Possible Revisions to Audit Committee Disclosure Requirements
Sullivan & Cromwell LLP - July 9, 2015
S&C Memos
July 9, 2015
S&C Memos
July 7, 2015
S&C Memos
July 6, 2015
S&C Memos
July 1, 2015
Department of Labor Proposes New Overtime Regulations: DOL Proposes Substantially Raising Salary Thresholds Used in Determining Who Is Exempt from Overtime Pay and Requests Comments on Potential Changes to the Current Regulations Defining the Duties Required to Qualify for Exemption
Sullivan & Cromwell LLP - July 1, 2015
S&C Memos
June 30, 2015
S&C Memos
June 29, 2015
Basel III Liquidity Framework: Basel Committee Publishes Final Net Stable Funding Ratio Disclosure Standards
Sullivan & Cromwell LLP - June 29, 2015
S&C Memos
June 25, 2015
Texas Department of Housing & Community Affairs v. Inclusive Communities Project, Inc.: Fair Housing Act Disparate-Impact Liability; U.S. Supreme Court Holds That Disparate-Impact Claims Are Cognizable Under the Fair Housing Act in Certain Limited Circumstances
Sullivan & Cromwell LLP - June 25, 2015
S&C Memos
June 19, 2015
CFPB to Supervise Non-Bank Auto Financing Companies: New Rule Also Broadens the Definition of a Consumer Financial Product or Service to Include Auto Leases
Sullivan & Cromwell LLP - June 19, 2015
S&C Alerts
June 18, 2015
S&C Memos
June 17, 2015
Blog Posts
June 16, 2015
S&C Memos
June 12, 2015
Delaware Legislature Says No to “Loser-Pays” Fee-Shifting Bylaws But Yes to Forum-Selection Bylaws for Stock Corporations: A Partial Legislative Response to ATP Tour, Inc. v. Deutscher Tennis Bund, Which Held That Fee-Shifting Bylaws Adopted by Delaware Nonstock Corporations Could Be Valid
Sullivan & Cromwell LLP - June 12, 2015
S&C Memos
June 12, 2015
New York City Council Passes Bill Prohibiting Certain Criminal Background Inquiries in Hiring Decisions: Amendment to New York City Human Rights Law Prohibits Employers from Inquiring into Applicants’ Criminal Records Prior to Making Conditional Offers of Employment
Sullivan & Cromwell LLP - June 12, 2015
S&C Memos
June 12, 2015
Blog Posts
June 10, 2015
Blog Posts
June 10, 2015
S&C Memos
June 4, 2015
Corporate Expatriation Transactions: IRS and Treasury Issue Final Regulations on the “Substantial Business Activities” Exception to Section 7874
Sullivan & Cromwell LLP - June 4, 2015
S&C Memos
June 3, 2015
Recent Developments in BSA/AML: Federal Reserve Enters Into Written Agreements with Discover Financial Services and State Street Corporation
Sullivan & Cromwell LLP - June 3, 2015
S&C Memos
June 3, 2015
Blog Posts
June 3, 2015
S&C Memos
June 2, 2015
Equal Employment Opportunity Commission v. Abercrombie & Fitch Stores, Inc.—Religious Accommodation in the Workplace: Supreme Court Clarifies that an Employer Can Be Liable for Failing To Accommodate a Religious Practice that the Employer Suspects, But Does Not Know, To Be Religiously Based
Sullivan & Cromwell LLP - June 2, 2015
Articles
June 1, 2015
Blog Posts
May 29, 2015
Blog Posts
May 28, 2015
S&C Memos
May 28, 2015
S&C Memos
May 27, 2015
Patent Law—Inducing Infringement: Defendant’s Good-Faith Belief That a Patent Is Invalid Is Not a Defense to a Claim for Inducing Infringement
Sullivan & Cromwell LLP - May 27, 2015
S&C Memos
May 26, 2015
S&C Memos
May 26, 2015
Articles
May 2015
Articles
May 21, 2015
S&C Memos
May 19, 2015
S&C Memos
May 19, 2015
S&C Memos
May 18, 2015
S&C Memos
May 14, 2015
Restructuring: More Clarity for Delaware Directors When Considering Restructuring Transactions
Sullivan & Cromwell LLP - May 14, 2015
S&C Memos
May 13, 2015
Senate Regulatory Relief Proposal: Banking Committee Chairman Releases Discussion Draft of “The Financial Regulatory Improvement Act of 2015”
Sullivan & Cromwell LLP - May 13, 2015
S&C Memos
May 13, 2015
Shareholder Activism Update: DuPont Announces Victory in Proxy Fight with Trian
Sullivan & Cromwell LLP - May 13, 2015
S&C Memos
May 12, 2015
Department of Justice Announces Settlement to Resolve Discriminatory Indirect Lending Allegations: Department of Justice and Evergreen Bank Group Enter into Consent Order Requiring Implementation of Dealer Compensation Policy and Payment of $395,000 in Consumer Redress
Sullivan & Cromwell LLP - May 12, 2015
S&C Memos
11 May 2015
EU Law: European Court Limits Private Parties’ Standing to Challenge EU Regulatory Acts
Sullivan & Cromwell LLP - 11 May 2015
S&C Memos
May 11, 2015
SEC Enforcement: SEC Issues Guidance on Approach to Forum Selection in Contested Actions
Sullivan & Cromwell LLP - May 11, 2015
Articles
May 11, 2015
Articles
May 11, 2015
Blog Posts
May 6, 2015
Blog Posts
May 5, 2015
Blog Posts
May 5, 2015
S&C Memos
May 1, 2015
UPDATE: SEC Publishes Text of Proposed Pay-Versus-Performance Disclosure Rule: Focuses on Relationship of Executive Compensation Actually Paid Versus Annual Total Shareholder Return; Two Commissioners Dissent, Citing Lack of Flexibility and Concerns over Short-Termism
Sullivan & Cromwell LLP - May 1, 2015
Blog Posts
May 1, 2015
S&C Memos
April 30, 2015
FDIC Proposal on Deposit Account Records and Failed Bank Deposit Insurance Determinations: FDIC Requests Comment on Whether Certain Insured Depository Institutions Should Enhance Recordkeeping to Maintain More Accurate and Complete Data on Deposit Accounts and Develop Capabilities to Calculate Insured Amounts for Each Depositor at the End of Any Business Day
Sullivan & Cromwell LLP - April 30, 2015
S&C Memos
April 30, 2015
S&C Memos
April 30, 2015
S&C Memos
April 29, 2015
Re-Proposed DOL “Investment Advice” Rule Would Expand Who is a Fiduciary and Substantially Change the Provision of Financial Services to Plan and IRA Investors: Regulation Would Likely Limit the Scope of Financial Services Available to Plans and IRAs, Unless the Plans and IRAs Are Given New Contractual Protections
Sullivan & Cromwell LLP - April 29, 2015
S&C Memos
April 29, 2015
Books
April 29, 2015
S&C Memos
April 24, 2015
Federal Trade Commission and Consumer Financial Protection Bureau v. Green Tree Servicing LLC: Consumer Financial Protection Bureau Refers to “Substantiation” for the First Time; Federal Trade Commission and Consumer Financial Protection Bureau File First Joint Order
Sullivan & Cromwell LLP - April 24, 2015
S&C Memos
April 24, 2015
S&C Memos
April 22, 2015
S&C Memos
April 22, 2015
Recent Developments in BSA/AML: FinCEN Targets Money Laundering Infrastructure with Geographic Targeting Order in Miami
Sullivan & Cromwell LLP - April 22, 2015
S&C Memos
April 16, 2015
Cybersecurity—Sophisticated Scams Target Corporate Transactions and Confidential Information: Cyber Criminals Are Reportedly Pairing Falsified Wire Instructions with Seemingly Credible Justifications in Attempts to Misdirect Funds to Third-Party Accounts and Tricking Executives and Advisers into Compromising Sensitive Non-Public Information
Sullivan & Cromwell LLP - April 16, 2015
S&C Memos
April 16, 2015
Articles
April 16, 2015
Blog Posts
April 16, 2015
S&C Memos
April 15, 2015
EU Competition Law: Oil and Gas Industry Mergers – Impact of European Competition Law
Sullivan & Cromwell LLP - April 15, 2015
S&C Memos
April 13, 2015
Articles
April 13, 2015
Articles
April 2015
S&C Alerts
April 9, 2015
S&C Memos
April 8, 2015
S&C Memos
April 8, 2015
Recent Developments in Sanctions Enforcement: Schlumberger Oilfield Holdings Pleads Guilty to Criminal Sanctions Charges Related to Conduct that “Facilitated” Business from the United States; PayPal Resolves Apparent Sanctions Violations with OFAC Caused in Part by the Failure to Employ Adequate Screening Technology and Procedures
Sullivan & Cromwell LLP - April 8, 2015
S&C Memos
April 2, 2015
SEC Files Enforcement Action Against Employer’s Workplace Investigation Confidentiality Requirement: Cease-and-Desist Order Charges That Employer’s Confidentiality Requirement for Internal Investigations Contravened the Whistleblower Provision of the Securities Exchange Act of 1934
Sullivan & Cromwell LLP - April 2, 2015
Articles
April 2, 2015
S&C Memos
April 1, 2015
President Obama Issues Executive Order Authorizing Sanctions for Malicious Cyber Activities: Treasury Department May Designate Individuals and Entities That Engage in Cyber Activities Detrimental to U.S. Interests, Freezing Their Assets and Blocking Transactions With Them
Sullivan & Cromwell LLP - April 1, 2015
S&C Memos
March 30, 2015
CFPB To Consider Rules Restricting Certain Payday, Deposit Advance, Vehicle Title and Other Short-Term Lending: CFPB Proposal Would Require Lenders To Assess Customers’ Ability To Repay, Impose Cooling-Off Periods for Consecutive Loans, and Require Disclosures and Limits on Repayment Through Customer Accounts
Sullivan & Cromwell LLP - March 30, 2015
Articles
March 2015
S&C Memos
March 26, 2015
Recent Developments in BSA/AML and Sanctions: Commerzbank AG Settles Criminal and Civil BSA/AML and Sanctions Charges with U.S. Government
Sullivan & Cromwell LLP - March 26, 2015
S&C Memos
March 25, 2015
S&C Memos
March 19, 2015
S&C Memos
March 18, 2015
FTC Revises Rules of Practice: FTC Amends its Rules to Allow Parties that Defeat an FTC Request for Injunctive Relief in Federal Court to Automatically Stay Related Administrative Proceedings Pending an FTC Decision on Whether to Proceed Administratively in Light of the Federal Court Decision
Sullivan & Cromwell LLP - March 18, 2015
S&C Memos
March 18, 2015
Recent Developments in BSA/AML and Sanctions: New Sanctions Targeting Persons in Venezuela and Expansion of Sanctions Addressing the Situation in Ukraine; DOJ Reaches First Criminal Settlement in “Operation Choke Point”; and FinCEN Proposes Special Measures Against an Andorran Bank Under Section 311 of the USA PATRIOT Act
Sullivan & Cromwell LLP - March 18, 2015
Articles
March 2015
S&C Memos
March 12, 2015
Articles
March 12, 2015
S&C Memos
March 10, 2015
Perez v. Mortgage Bankers Association: Supreme Court Holds that Agencies Can Amend or Repeal Interpretive Rules Without Notice-and-Comment Procedures
Sullivan & Cromwell LLP - March 10, 2015
S&C Memos
March 10, 2015
The Evolving Landscape of Shareholder Activism: Key Developments and Potential Actions
Sullivan & Cromwell LLP - March 10, 2015
Articles
March 10, 2015
S&C Memos
March 6, 2015
French Tax Law—Supreme Court Decision on Foreign Tax Credits: The French Supreme Court (Conseil d’Etat) Ruled That the France-China Tax Treaty Should Be Construed as Including a Tax Sparing Credit Provision, Under Which French Taxpayers Are Entitled to Foreign Tax Credits Even in The Absence of Any Withholding Tax in China
Sullivan & Cromwell LLP - March 6, 2015
Articles
March 4, 2015
S&C Memos
3 March 2015
German Merger Control: German Federal Cartel Office Provides Detailed Guidance on its Analysis of Residential Real Estate Transactions
Sullivan & Cromwell LLP - 3 March 2015
Articles
March 2, 2015
S&C Memos
February 27, 2015
S&C Memos
February 26, 2015
New York Court of Appeals Clarifies Scope of Protection for Attorney Statements Made Prior to Start of Lawsuit – Front v. Khalil: New York’s Highest Court Holds That Pre-Litigation Statements Made by Attorneys Cannot be the Subject of Defamation Claims Unless the Statements Were “Not Pertinent to a Good-Faith Anticipated Litigation”
Sullivan & Cromwell LLP - February 26, 2015
S&C Alerts
February 24, 2015
S&C Memos
February 18, 2015
S&C Memos
February 18, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Domestic Business Taxation
Sullivan & Cromwell LLP - February 18, 2015
S&C Memos
February 17, 2015
President Obama's Fiscal Year 2016 Revenue Proposals: Proposals Relating to International Taxation
Sullivan & Cromwell LLP - February 17, 2015
Articles
February 17, 2015
S&C Memos
February 13, 2015
Considerations in Adopting Proxy Access Bylaws – Update: Including List of Considerations, Summary of Precedents and Sample Bylaw
Sullivan & Cromwell LLP - February 13, 2015
S&C Memos
February 13, 2015
Cybersecurity: President Signs New Executive Order Establishing a Framework for Public-Private Cybersecurity Collaboration
Sullivan & Cromwell LLP - February 13, 2015
S&C Memos
February 12, 2015
Recent Developments in BSA/AML: SEC’s Waiver of Rule 506(d) Disqualification for Oppenheimer & Co. Sparks Dissent Among SEC Commissioners
Sullivan & Cromwell LLP - February 12, 2015
S&C Memos
February 11, 2015
S&C Memos
February 11, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Individual, Estate and Gift and Retirement Plan Taxation
Sullivan & Cromwell LLP - February 11, 2015
S&C Memos
February 10, 2015
SEC Proposes Disclosure Rules on Hedging Policies: Will Not Affect 2015 Proxy Season; Requires Description of Hedging Policies, Not Specific Transactions
Sullivan & Cromwell LLP - February 10, 2015
Articles
February 9, 2015
S&C Memos
February 6, 2015
S&C Memos
February 5, 2015
OCIE Risk Alert on Cybersecurity: SEC’s Office of Compliance Inspections and Examinations Announces Findings from its Cybersecurity Examination Initiative
Sullivan & Cromwell LLP - February 5, 2015
S&C Memos
February 2, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Taxation of Offshore Profits of U.S. Corporations
Sullivan & Cromwell LLP - February 2, 2015
S&C Memos
February 2, 2015
Recent Developments in BSA/AML: FDIC Weighs In on “De-Risking;” FinCEN and SEC Bring Actions Against Oppenheimer & Co. for BSA/AML Violations
Sullivan & Cromwell LLP - February 2, 2015
Articles
February 2, 2015
François Barrière Authors Article for Bulletin Joly Bourse
February 2, 2015
Articles
February 2, 2015
Frank Aquila's Inaugural Column Appears in Practical Law The Journal
February 2, 2015
Articles
January 30, 2015
S&C Memos
January 29, 2015
S&C Memos
January 26, 2015
Foreign Fund Was Engaged in a Trade or Business in the United States as a Result of Lending and Underwriting Activities: IRS Releases Chief Counsel Advice Memorandum 201501013, Treating a Foreign Fund with No Employees as Engaged in a Trade or Business in the United States Through the Lending and Underwriting Activities of the Fund’s Manager, and Clarifying Trading Safe Harbors
Sullivan & Cromwell LLP - January 26, 2015
S&C Memos
January 26, 2015
S&C Memos
January 26, 2015
Books
January 26, 2015
S&C Memos
January 21, 2015
French Law – Treatment of Share Plans: The Macron Draft Bill Would, If Enacted, Improve Significantly the French Tax and Legal Treatment of Awards Under Qualifying Share Plans, Which Would Become Very Attractive Compared to Cash Bonuses or Stock Option Plans
Sullivan & Cromwell LLP - January 21, 2015
S&C Memos
January 21, 2015
Patent Law—Appellate Review of Claim Construction: Supreme Court Holds That Federal Circuit Must Review Factual Findings on Claim Construction for Clear Error, Not De Novo
Sullivan & Cromwell LLP - January 21, 2015
S&C Memos
January 20, 2015
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2015
S&C Memos
January 16, 2015
SEC Staff Suspends No-Action Relief on Conflicting Shareholder Proposals – Suspension Effective this Proxy Season: SEC Chair White Directs Staff to Review the Exclusion of Conflicting Shareholder Proposals in Light of Concerns Over Proper Scope and Application; Whole Foods Proxy Access Determination Reversed
Sullivan & Cromwell LLP - January 16, 2015
S&C Memos
January 14, 2015
Brokered Deposit Guidance: FDIC Issues Frequently Asked Questions on Identifying, Accepting, and Reporting Brokered Deposits
Sullivan & Cromwell LLP - January 14, 2015
S&C Memos
January 12, 2015
Articles
January 12, 2015
S&C Memos
January 9, 2015
Regulation SCI: Final Rules Relating to the Technology Infrastructure of U.S. Securities Markets: New, Mandatory Regulatory Framework for the Technological Systems of Exchanges, Certain Alternative Trading Systems, Plan Processors and Exempt Clearing Agencies
Sullivan & Cromwell LLP - January 9, 2015
S&C Memos
January 6, 2015
S&C Memos
December 24, 2014
U.S. Economic Sanctions - Recent Developments: President Prohibits Trade with and New Investment in the Crimea Region of Ukraine and Announces Changes to the Cuba Embargo; Congress Passes New Laws Authorizing New Ukraine-Related Sanctions and Targeted Sanctions Against Venezuelan Government Officials
Sullivan & Cromwell LLP - December 24, 2014
S&C Memos
December 23, 2014
Articles
December 22, 2014
S&C Memos
December 18, 2014
Articles
December 2014
S&C Memos
December 14, 2014
Bank Capital Requirements: Federal Reserve Board Proposes Rule Establishing Common Equity Surcharge on U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - December 14, 2014
S&C Memos
December 11, 2014
Scope of Criminal Insider Trading Liability for Remote Tippees – United States v. Newman: Second Circuit Reverses Insider Trading Convictions; Requires That Tippee Know of Benefit Received by Insider; Strengthens Evidentiary Showing Required To Prove Benefit
Sullivan & Cromwell LLP - December 11, 2014
S&C Memos
December 10, 2014
Ambac Assurance Corp. v. Countrywide Home Loans, Inc.: New York Appellate Court Applies Common-Interest Privilege to Merger Parties’ Pre-Closing Communications; First Judicial Department Breaks With Other New York Courts and Applies Common-Interest Privilege to Communications not Related to Litigation
Sullivan & Cromwell LLP - December 10, 2014
S&C Memos
December 8, 2014
Credit Risk Retention: Six Federal Agencies Adopt Final Joint Rule on Credit Risk Retention
Sullivan & Cromwell LLP - December 8, 2014
Articles
December 8, 2014
Articles
December 3, 2014
S&C Memos
2 December 2014
EU State Aid and Tax Law: European Court finds that Spanish tax rules were not unlawful state aid because they did not give a “selective advantage”
Sullivan & Cromwell LLP - 2 December 2014
Articles
December 1, 2014
François Barrière Authors Article for Bulletin Joly Bourse
December 1, 2014
S&C Memos
November 24, 2014
S&C Memos
November 17, 2014
Articles
November 17, 2014
Brian Hamilton Authors Article on Joint Ventures for Bloomberg BNA
November 17, 2014
S&C Memos
November 13, 2014
S&C Memos
November 12, 2014
Concentration Limits on Large Financial Companies: Federal Reserve Approves Final Rule Implementing Dodd-Frank’s Financial Sector Concentration Limit
Sullivan & Cromwell LLP - November 12, 2014
Articles
November 10, 2014
S&C Memos
November 7, 2014
2015 Proxy Season Developments: NYC Pension Funds Launch Broad Proxy Access Initiative, Filing Proposals at 75 Public Companies; ISS and Glass Lewis Release 2015 Voting Policies; ISS Codifies Approach on Bylaw Amendments and Adopts Previously Proposed Changes on Independent Chair Proposals and Equity Plans
Sullivan & Cromwell LLP - November 7, 2014
S&C Memos
November 7, 2014
Basel III Liquidity Framework: Basel Committee Publishes Final Document on Net Stable Funding Ratio
Sullivan & Cromwell LLP - November 7, 2014
S&C Memos
October 30, 2014
ISS Releases QuickScore 3.0 Details: New Governance Factors Consistent with Last Week’s Preview; Data Verification Period From Monday Through November 14
Sullivan & Cromwell LLP - October 30, 2014
S&C Memos
October 29, 2014
Bank Capital Plans and Stress Tests: Federal Reserve Issues Instructions and Guidance for the 2015 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - October 29, 2014
S&C Memos
October 29, 2014
IRS Issues Audit Directive on Worthless Debt Deductions for Banks and Bank Affiliates: LBI Directs Its Auditors Not to Challenge Certain Worthless Debt Deductions
Sullivan & Cromwell LLP - October 29, 2014
S&C Memos
October 27, 2014
S&C Memos
October 27, 2014
Pontiac General Employees Retirement System v. Healthways, Inc.: Delaware Chancery Court Declines to Dismiss Fiduciary Duty Claims Against Directors and Aiding and Abetting Claims Against Lender in Connection with Dead Hand Change of Control Provision in Credit Agreement
Sullivan & Cromwell LLP - October 27, 2014
S&C Memos
October 27, 2014
ISS to Introduce QuickScore 3.0 on Friday: New Governance Factors Previewed; Details to be Published on October 31; Data Verification Period to Follow Through November 14
Sullivan & Cromwell LLP - October 27, 2014
S&C Memos
October 24, 2014
Bank Capital Plans and Stress Tests: Federal Reserve Approves Final Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - October 24, 2014
S&C Memos
October 23, 2014
Articles
October 22, 2014
Articles
October 20, 2014
Articles
October 20, 2014
S&C Memos
October 17, 2014
S&C Memos
October 16, 2014
Articles
October 16, 2014
Articles
October 15, 2014
Articles
October 14, 2014
S&C Memos
10 October 2014
VAT Groups: Potential VAT Costs for Financial Groups as ECJ Recognises Intra-Entity Supplies between US Head Office and VAT-Grouped Branch
Sullivan & Cromwell LLP - 10 October 2014
Articles
October 6, 2014
S&C Memos
October 3, 2014
Federal Insurance Office Report: The Federal Insurance Office Releases 2014 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 3, 2014
S&C Memos
October 2, 2014
S&C Memos
September 30, 2014
Articles
September 2014
Articles
September 2014
S&C Memos
September 24, 2014
Anti-Inversion Notice Issued: IRS and Treasury Issue Guidance Intended to Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - September 24, 2014
S&C Memos
September 24, 2014
S&C Memos
September 23, 2014
Bank Resolution and Capitalization: Anticipated TLAC Proposal: Impact on Banks’ Balance Sheet Structures and Resolution Plans
Sullivan & Cromwell LLP - September 23, 2014
Articles
September 22, 2014
Articles
September 22, 2014
Frank Aquila and Melissa Sawyer Co-author Article for Business Law Today
September 22, 2014
S&C Memos
September 18, 2014
Court Dismisses Challenge to CFTC Cross-Border Guidance: District Court Dismisses Broad-Based Challenge to CFTC Cross-Border Interpretative Guidance but Remands Several Title VII Dodd-Frank Swaps Rules for Further Cost-Benefit Analysis; Remanded Rules Not Vacated and Will Remain in Force During Remand
Sullivan & Cromwell LLP - September 18, 2014
S&C Memos
September 16, 2014
S&C Memos
September 16, 2014
S&C Memos
September 16, 2014
Bank Capital: Supplementary Leverage Ratio; Federal Banking Agencies Issue Final Rules Revising the Supplementary Leverage Ratio’s Exposure Measure Denominator
Sullivan & Cromwell LLP - September 16, 2014
S&C Memos
September 15, 2014
Books
September 15, 2014
S&C Memos
September 10, 2014
Proposed Margin Requirements for Uncleared Swaps Under Dodd-Frank: Federal Reserve Board, OCC, FDIC, Farm Credit Administration and Federal Housing Finance Agency Repropose Rules for Minimum Margin and Capital Requirements for Certain Dealers and Major Participants in Swaps and Security-Based Swaps
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 10, 2014
Security-Based Swaps: SEC Proposes Rule Regarding Communications Involving Security-Based Swaps Entered Into Solely by Eligible Contract Participants
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 10, 2014
Volcker Rule: Agencies Release New FAQ on CEO Certification Requirement, Setting March 31, 2016 Deadline for Initial Submissions
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 9, 2014
Basel III Liquidity Framework: Federal Reserve Approves Final Rule Implementing Basel III Liquidity Coverage Ratio for Large U.S. Banks
Sullivan & Cromwell LLP - September 9, 2014
S&C Memos
3 September 2014
Recovery of VAT on Deal Fees: Airtours is Denied a Deduction for VAT Paid on Fees Charged by Advisors on its Restructuring
Sullivan & Cromwell LLP - 3 September 2014
S&C Memos
August 21, 2014
S&C Memos
August 19, 2014
Second Circuit Affirms Dismissal On Extraterritoriality Grounds of Securities Claims Based on Cross-Border Securities-Based Swap Agreements: Court Holds That, Under Morrison v. National Australia Bank, a Domestic Transaction Is Not Alone Sufficient To State a Section 10(b) Claim Involving Securities-Based Swaps When the Conduct Is Predominantly Foreign
Sullivan & Cromwell LLP - August 19, 2014
Articles
August 7, 2014
S&C Memos
August 6, 2014
S&C Memos
August 6, 2014
“Fair Pay and Safe Workplaces” Executive Order Imposes New Terms for Federal Contractors: Executive Order Requires Federal Contractors to Report Adverse Labor and Employment Law Decisions, Provide Detailed Wage Statements to Employees, and Forgo Using Pre-Dispute Arbitration Agreements for Employment Discrimination and Sexual Assault Claims
Sullivan & Cromwell LLP - August 6, 2014
S&C Memos
August 4, 2014
Second Circuit Adopts Bright-Line Rule For Determining Customer Status For Mandatory FINRA Arbitration: Court Rules that for Purposes of Demanding FINRA Arbitration, “Customers” of FINRA Members Are Those Who Either Purchase a Good or Service from a FINRA Member or Have an Account with a FINRA Member
Sullivan & Cromwell LLP - August 4, 2014
S&C Memos
August 4, 2014
Ukraine-Related Sanctions: U.S. and EU Take Coordinated Action to Restrict Access of Russian State-Owned Banks to U.S. and EU Capital Markets, Restrict Trade with Russia, Including for Certain Deep Water, Arctic Offshore and Shale Exploration and Production Projects, and Sanction Additional Persons and Entities; U.S. Supplements Sectoral Sanctions Guidance
Sullivan & Cromwell LLP - August 4, 2014
Articles
August 4, 2014
Articles
August 1, 2014
S&C Memos
July 31, 2014
S&C Memos
July 28, 2014
Articles
July 28, 2014
S&C Memos
July 25, 2014
Ukraine-Related Sanctions: Latest Developments Include U.S. Introduction of Sectoral Sanctions Imposing Targeted Sanctions on Certain Entities in Russia’s Financial Services and Energy Sectors; U.S. Designating Additional Persons and Entities as Blocked Persons; and New EU Designations Targeting Additional Individuals and Entities
Sullivan & Cromwell LLP - July 25, 2014
Articles
July 25, 2014
S&C Memos
24 July 2014
EU Competition Law: European Commission Imposes €20 Million Fine for Failing to Notify a Merger Under the EU Merger Regulation
Sullivan & Cromwell LLP - 24 July 2014
S&C Memos
July 22, 2014
Cross-Border Security-Based Swaps: SEC Adopts Initial Final Rules on Cross-Border Security-Based Swap Activities
Sullivan & Cromwell LLP - July 22, 2014
S&C Memos
July 17, 2014
Ralls v. CFIUS: D.C. Circuit Explains Constitutional Due Process Requirements During CFIUS Review: Court Holds That Due Process Requires That an Affected Party in a CFIUS Review be Informed of the Official Action, be Given Access to the Unclassified Evidence on Which the Government Relied and be Afforded an Opportunity to Rebut That Evidence
Sullivan & Cromwell LLP - July 17, 2014
Articles
July 15, 2014
S&C Memos
July 1, 2014
S&C Memos
July 1, 2014
S&C Memos
June 30, 2014
S&C Memos
June 27, 2014
S&C Memos
June 26, 2014
S&C Memos
June 26, 2014
S&C Memos
June 25, 2014
S&C Memos
June 23, 2014
Articles
June 22, 2014
S&C Memos
June 20, 2014
S&C Memos
June 19, 2014
S&C Memos
June 16, 2014
S&C Memos
June 13, 2014