March 21, 2023
Publications (3752)
HIDEshow GROUP
Articles
March 21, 2023
S&C Memos
March 16, 2023
New California Privacy Requirements Effective in 2023
California Privacy Rights Act of 2020 Enters Into Force
Sullivan & Cromwell LLP - March 16, 2023
S&C Memos
March 13, 2023
Proposed Revisions to the U.S. DFC Environmental and Social Policy and Procedures
Sullivan & Cromwell LLP - March 13, 2023
S&C Memos
March 13, 2023
Amendments to UK Takeover Code
Five Key Takeaways for Financial Sponsors From Changes to “Acting in Concert” Presumptions
Sullivan & Cromwell LLP - March 13, 2023
S&C Memos
March 9, 2023
NYSE and Nasdaq File Proposed Listing Standards Implementing SEC Clawback Rule
- Both Proposed Listing Standards Are Closely Aligned With the Requirements of the SEC’s Final Mandatory Clawback Rule Adopted in October 2022
- Listed Issuers Must Adopt Compliant Policies Within 60 Days Following Effectiveness of the Applicable Listing Standards
Sullivan & Cromwell LLP - March 9, 2023
S&C Memos
March 9, 2023
New Updates to ESG Loan Principles: Key Takeaways for Borrowers and Lenders
Sullivan & Cromwell LLP - March 9, 2023
Publications
March 8, 2023
S&C Memos
March 7, 2023
U.S. Department of Justice Announces Changes to Policies for Prosecuting Corporate Crime
Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite Discuss Guidance Regarding Department Policies Concerning Corporate Self-Disclosure, Compliance-Related Compensation Incentives, Employees’ Electronic Communications, and Corporate Monitors
Sullivan & Cromwell LLP - March 7, 2023
S&C Memos
March 6, 2023
Exporting Green Hydrogen to the EU: Key Considerations for Producers under New EU Rules
Sullivan & Cromwell LLP - March 6, 2023
S&C Memos
March 6, 2023
Update — UK Government Launches Consultation and Call for Evidence on a New UK Regulatory Regime for Cryptoassets
The UK Government Has Published a Consultation Paper and Call for Evidence Encompassing Wide Ranging Proposals to Regulate Cryptoassets, Building on the UK’s Current Financial Services Regulatory Architecture
Sullivan & Cromwell LLP - March 6, 2023
S&C Memos
March 1, 2023
SEC Proposes Significant Changes to Custody Rule for Investment Advisers
Proposed “Safeguarding Rule” Would Expand Scope of Assets and Advisory Activities Covered by the Rule, Introduce Extensive New Requirements for Qualified Custodians, and Update Related Audit, Recordkeeping and Reporting Requirements for Investment Advisers.
Sullivan & Cromwell LLP - March 1, 2023
Blog Posts
February 24, 2023
NLRB Restores Longstanding Precedent in Decision on Severance Agreements
February 24, 2023
S&C Memos
February 22, 2023
SEC Extends EDGAR Filing Hours for Form 144 Filings
Form 144 Submitted by EDGAR Transmission on or Before 10:00 p.m., Eastern Time Will Be Deemed Filed the Same Business Day
Sullivan & Cromwell LLP - February 22, 2023
Blog Posts
February 22, 2022
Articles
February 22, 2023
S&C Memos
February 21, 2023
New Guidance on $10 Billion Worth of Advanced Energy Project Tax Credits
Sullivan & Cromwell LLP - February 21, 2023
S&C Memos
February 17, 2023
CFPB Proposed Rule Would Revolutionize Framework for Credit Card Late Fees
Proposed Rule Also Suggests Future Efforts to Materially Modify the Framework Governing Credit Card Penalty Fees
Sullivan & Cromwell LLP - February 17, 2023
S&C Memos
February 8, 2023
New German Law on ESG Due Diligence Obligations in Supply Chains
Introduction of New Due Diligence Obligations on ESG Matters That May Affect German Companies and International Organizations Based on Their Business Activities in Germany
Sullivan & Cromwell LLP - February 8, 2023
S&C Memos
February 7, 2023
CFTC Revises No-Action Relief for Swaps Intended to Be Cleared
No-Action Letter Expands Relief From Swap Dealer External Business Conduct Standards and Related Documentation Requirements to a Broader Category of Swaps.
Sullivan & Cromwell LLP - February 7, 2023
S&C Memos
February 1, 2023
Delaware Court of Chancery Holds for the First Time that Corporate Officers Owe a Duty of Oversight
Sullivan & Cromwell LLP - February 1, 2023
Articles
February 1, 2023
Publications
Janaury 31, 2023
S&C Memos
January 30, 2023
Federal Reserve Board Policy Statement on Permissible State Member Bank Activities
Policy Statement Severely Restricts “Crypto-Asset-Related” Activities and Imposes New Standards and Requirements for All Activities of State Member Banks “As Principal”
Sullivan & Cromwell LLP - January 30, 2023
Articles
January 27, 2023
Publications
January 26, 2023
Articles
January 26, 2023
S&C Memos
January 25, 2023
NYDFS Issues Guidance on Virtual Currency Custodial Structures
Guidance Provides Expectations With Respect to Digital Asset Custody Practices by New York-Regulated Entities
Sullivan & Cromwell LLP - January 25, 2023
S&C Memos
January 24, 2023
Federal Reserve Issues Instructions for its Pilot Climate Scenario Analysis Exercise
The Instructions Provide Details on How the Pilot Climate Scenario Analysis Exercise Will Be Conducted and the Information on Risk Management Practices That Will Be Gathered from Participants
Sullivan & Cromwell LLP - January 24, 2023
Articles
January 24, 2023
S&C Memos
January 23, 2023
Hart-Scott-Rodino Act and New Filing Fee Structure
Revised Jurisdictional Thresholds and New Filing Fee Structure
Sullivan & Cromwell LLP - January 23, 2023
Publications
January 20, 2023
Articles
January 20, 2023
S&C Memos
January 19, 2023
U.S. Department of Justice Announces Changes to Corporate Enforcement Policies
Assistant Attorney General Kenneth Polite Announces Additional Incentives for Companies to Voluntarily Disclose Misconduct, Cooperate, and Remediate
Sullivan & Cromwell LLP - January 19, 2023
S&C Memos
January 18, 2023
Federal Reserve and OCC Consideration of Bank Merger Proposals
Federal Reserve’s and OCC’s Recent Approval Orders for Larger Bank Mergers Demonstrate Adherence to the Existing Statutory Review Framework
Sullivan & Cromwell LLP - January 18, 2023
Articles
January 18, 2023
Articles
January 11, 2023
S&C Memos
January 10, 2023
IRS Issues Initial Guidance on Stock Buyback Tax
IRS Notice Could Impact SPACs, Tax-Free Reorganizations, Intercompany Loans, and Accelerated Stock Repurchases
Sullivan & Cromwell LLP - January 10, 2023
S&C Memos
January 10, 2023
Key ESG Considerations for U.S. Financial Institutions in 2023
Review of Significant ESG Developments and Additional Considerations for 2023
Sullivan & Cromwell LLP - January 10, 2023
Publications
January 9, 2023
S&C Memos
January 9, 2023
EU Adopts Expansive Corporate Sustainability Reporting Requirements
Corporate Sustainability Reporting Directive Will Apply to Public and Private Companies, Including Many Non-EU Companies
Sullivan & Cromwell LLP - January 9, 2023
S&C Memos
January 6, 2023
Delaware Court of Chancery Denies Motion to Dismiss Claims Against SPAC Directors and Holds Entire Fairness Applies
Following its decision last year in In re MultiPlan, the Delaware Court of Chancery’s decision in Delman v. GigAcquisitions3 rejects certain arguments left open following MultiPlan and indicates even robust disclosures will not entitle SPACs to business judgment review
Sullivan & Cromwell LLP - January 6, 2023
S&C Memos
January 6, 2023
Federal Trade Commission Issues Proposed Rule That Would Bar Most Non-Compete Agreements with Workers
Sullivan & Cromwell LLP - January 6, 2023
S&C Memos
January 6, 2023
Update on NAIC’s Private Equity Initiative
Latest Developments in NAIC Initiative Applicable (but Not Exclusive) to Private Equity Ownership of Insurers and Insurer Investment Practices
Sullivan & Cromwell LLP - January 6, 2023
Blog Posts
January 6, 2023
Publications
January 5, 2023
S&C Critical Insights – Recent Developments in SEC Enforcement
January 5, 2023
Publications
January 5, 2023
S&C Memos
January 4, 2023
Prudential Regulators Issue Joint Statement on Crypto-Asset Risks
Federal Reserve, FDIC, and OCC statement highlights crypto-asset risks to banking organizations
Sullivan & Cromwell LLP - January 4, 2023
Publications
January 3, 2023
Articles
December 27, 2022
Articles
December 22, 2022
Garrard Beeney and Nader Mousavi Discuss S&C’s IP Practice with IAM
December 22, 2022
Articles
December 22, 2022
S&C Memos
December 21, 2022
Proposed Equity Market Structure Reforms
The SEC’s Proposed Rules Would Result in the Most Fundamental Changes to Securities Trading and Market Structure Regulation Since Regulation NMS In 2005.
Sullivan & Cromwell LLP - December 21, 2022
Articles
December 20, 2022
Marc Treviño Comments on SEC Rules Governing Proxy Advisory Firms
December 20, 2022
S&C Memos
December 19, 2022
Non-GAAP Financial Measures
SEC Staff Updates Guidance on Use of Non-GAAP Financial Measures
Sullivan & Cromwell LLP - December 19, 2022
S&C Memos
December 16, 2022
SEC Adopts New Requirements for Rule 10b5-1 Trading Plans: New Rules Impose Procedural, Substantive and Disclosure Requirements for Rule 10b5-1 Trading Plans
Sullivan & Cromwell LLP - December 16, 2022
S&C Memos
December 15, 2022
FSB Discontinues Annual Identification of G-SIIs
FSB Endorses the IAIS Holistic Framework and Discontinues Annual Identification of Global Systemically Important Insurers
Sullivan & Cromwell LLP - December 15, 2022
Articles
December 15, 2022
S&C Memos
December 14, 2022
Key Considerations for Upcoming 2022 Form 10-K and 20-F Filings
Disclosure Trends and Additional Form Considerations
Sullivan & Cromwell LLP - December 14, 2022
S&C Memos
December 13, 2022
2022 U.S. Shareholder Activism and Activist Settlement Agreements
Sullivan & Cromwell LLP - December 13, 2022
Articles
December 12, 2022
Blog Posts
December 9, 2022
S&C Memos
December 9, 2022
SEC Staff Highlights Disclosures Regarding Crypto Market Developments
SEC Division of Corporation Finance Publishes Sample Comment Letter Regarding Disclosure Obligations With Respect to Recent Events and Conditions in the Crypto Markets
Sullivan & Cromwell LLP - December 9, 2022
Publications
December 8, 2022
Articles
December 8, 2022
S&C Memos
December 7, 2022
Limiting Senior Officer Liability – Recent Developments
Recent Vote Outcomes, ISS & Glass Lewis Policy Updates and Other Developments
Sullivan & Cromwell LLP - December 7, 2022
Publications
December 2, 2022
S&C Critical Insights – U.S. Tax Outlook Post-Midterms
December 2, 2022
S&C Memos
November 28, 2022
SEC Proposes Mandatory “Swing Pricing” and Revised Liquidity and Reporting Requirements for Open-End Funds
Significant Amendments Seek to Improve Liquidity Risk Management Programs to Better Prepare Open-End Funds for Stressed Conditions, Improve Transparency in Liquidity Classifications and Mitigate Dilution of Shareholders’ Fund Interests by Requiring Certain Open-End Funds to Use Swing Pricing
Sullivan & Cromwell LLP - November 28, 2022
S&C Memos
November 22, 2022
Full Steam Ahead – Recent Developments in U.S. Hydrogen Investments, Incentives and Policies
Recent Legislative and Executive Action in the United States, Including the Infrastructure Investment and Jobs Act and the Inflation Reduction Act, Could Spur Growth of Clean Hydrogen as a Commercially Viable Way to Decarbonize the U.S. Economy
Sullivan & Cromwell LLP - November 22, 2022
S&C Memos
November 22, 2022
November 2022 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - November 22, 2022
S&C Memos
November 21, 2022
SEC Adopts Enhanced Proxy Voting Disclosure Requirements for Investment Funds and Requires Disclosure of “Say-on-Pay” Votes for Institutional Investment Managers
SEC Action Imposes Substantial Additional Reporting Obligations
Sullivan & Cromwell LLP - November 21, 2022
S&C Memos
November 18, 2022
FTC Redefines “Unfair Methods of Competition” Under Section 5 of the FTC Act
New Policy Statement Condemns all “Facially Unfair” Anticompetitive Behavior
Sullivan & Cromwell LLP - November 18, 2022
S&C Memos
November 17, 2022
Recent Developments in EU Hydrogen Initiatives
Sullivan & Cromwell LLP - November 17, 2022
Publications
November 16, 2022
S&C Memos
November 16, 2022
Federal Reserve Reopens Master Account Access Guidelines
Federal Reserve Proposes to Publish Quarterly List of Institutions with Access to Federal Reserve Bank Accounts and Services
Sullivan & Cromwell LLP - November 16, 2022
S&C Memos
November 14, 2022
New York State Department of Financial Services Proposes Significant Amendments to Cybersecurity Regulations
Agency Proposes Comprehensive Updates to Cybersecurity Protections Covered Entities Are Required to Implement
Sullivan & Cromwell LLP - November 14, 2022
Publications
November 11, 2022
Articles
November 9, 2022
S&C Memos
9 November 2022
EU State Aid and Tax
EU Court of Justice Annuls Commission Decision that Luxembourg Granted Illegal State Aid to Fiat in Ruling on Transfer Pricing
Sullivan & Cromwell LLP - 9 November 2022
Publications
November 8, 2022
S&C Critical Insights – An Overview of Section 8 of the Clayton Act
November 8, 2022
S&C Memos
November 7, 2022
SEC Adopts Amendments to Modernize Fund Shareholder Reports and Disclosures
Amendments Modify the Disclosure Framework for Mutual Funds and Exchange-Traded Funds to Create a New Layered Disclosure Approach to Highlight Key Information for Retail Investors
Sullivan & Cromwell LLP - November 7, 2022
S&C Memos
November 4, 2022
SEC Proposes New Requirements for Outsourcing by Investment Advisers
Proposed Oversight, Due Diligence, Monitoring and Recordkeeping Requirements Seek to Address SEC Observations Regarding Investment Advisers’ Increased Use of Outsourcing and Related Risks
Sullivan & Cromwell LLP - November 4, 2022
S&C Memos
November 2, 2022
Legacy NAFTA Investor Protections to Expire in 2023
NAFTA’s “Sunset Period” for Private Investors to Pursue Claims in Arbitration Will end as of July 1, 2023
Sullivan & Cromwell LLP - November 2, 2022
Publications
November 1, 2022
S&C Memos
October 31, 2022
SEC Adopts Final Mandatory Clawback Rules
Requires Clawback of Excess Incentive-Based Compensation Earned by Executive Officers During the Three Fiscal Years Preceding a Required Accounting Restatement; Broadens the Scope of Covered Restatements and Provides for Limited Impracticability Exceptions
Sullivan & Cromwell LLP - October 31, 2022
S&C Memos
October 28, 2022
Fifth Circuit Panel Finds CFPB Funding Mechanism Unconstitutional
Court Vacates CFPB’s 2017 Payday Lending Rule, Finding That CFPB’s Funding Mechanism Violates the Separation of Powers Embodied in the Constitution’s Appropriations Clause
Sullivan & Cromwell LLP - October 28, 2022
Publications
October 28, 2022
S&C Memos
October 27, 2022
FIO Requests Comments on a Proposed Data Call for Homeowners’ Insurance Underwriting Data to Aid in Assessment of Climate Risk
Granular Data Proposed to Be Collected from Over 200 P&C Insurers Intended to Aid FIO’s Assessment of Potential Impact of Climate-Related Risks on Availability and Affordability of Insurance
Sullivan & Cromwell LLP - October 27, 2022
S&C Memos
October 27, 2022
SEHK Proposes New Listing Regime for Specialist Technology Companies
Sullivan & Cromwell LLP - October 27, 2022
S&C Memos
October 26, 2022
CFIUS Enforcement and Penalty Guidelines Issued
Guidelines Further Illustrate Increased Emphasis on Enforcement
Sullivan & Cromwell LLP - October 26, 2022
Articles
October 26, 2022
Publications
October 25, 2022
S&C Critical Insights – A Discussion of In Re Grand Jury
October 25, 2022
S&C Memos
October 17, 2022
Federal Reserve Adopts Supervisory Framework for Supervised Insurance Organizations
New Supervisory Framework Applies to Depository Institution Holding Companies Significantly Engaged in Insurance Activities
Sullivan & Cromwell LLP - October 17, 2022
S&C Memos
October 16, 2022
Federal Reserve Invites Public Comment on Potential Resolution-Related Standards for “Large” Banking Organizations
The ANPR, issued concurrently with the Federal Reserve’s approval of U.S. Bancorp’s application to acquire MUFG Union Bank, focuses on whether and how certain GSIB resolution-related standards, such as a long-term debt requirement, could be adapted to enhance the resolvability of other large banking organizations
Sullivan & Cromwell LLP - October 16, 2022
Blog Posts
October 12, 2022
Publications
October 11, 2022
S&C Memos
October 10, 2022
SEC Reopens Comment Period on 11 Rulemaking Releases
Interested Parties Have Additional Time to Submit or Resubmit Comments on Proposed Rulemakings on Climate, Cybersecurity, Share Repurchases, SPACs, Investment Advisers, Investment Companies and Money Market Fund Reforms
Sullivan & Cromwell LLP - October 10, 2022
Publications
October 6, 2022
Publications
October 5, 2022
Publications
October 4, 2022
Publications
October 3, 2022
Publications
September 29, 2022
Articles
September 27, 2022
S&C Memos
September 26, 2022
Recent SEC Insider Trading Action Provides Key Insights Into the Future of Rule 10b5-1
The SEC’s Cease-and-Desist Order Actuates Proposed Amendments to Rule 10b5-1
Sullivan & Cromwell LLP - September 26, 2022
S&C Memos
September 20, 2022
Executive Order Providing Guidance to CFIUS on Evolving National Security Risks
President Biden Provides Formal Direction to CFIUS on Supply Chains, Investment Trends, and Other Risk Factors
Sullivan & Cromwell LLP - September 20, 2022
Blog Posts
September 20, 2022
Publications
September 19, 2022
S&C Memos
September 19, 2022
Twitter v. Musk Discovery Ruling Highlights Issues for Executives Using Work Email for Non-Work-Related Privileged Communications
Executives Considering Using Work Email for Personal Legal Communications or for Privileged Communications Regarding Another Company Should Remain Mindful of the Risk of Waiver
Sullivan & Cromwell LLP - September 19, 2022
S&C Memos
September 19, 2022
Delaware Chancery Court Rejects Caremark Liability for Failure to Oversee Cybersecurity Risk
Court Classifies Cybersecurity Risk as a Business Risk for SolarWinds; Oversight of Business Risk, Even if “Mission Critical,” Analyzed Under Business Judgment Rule, Not Caremark Standard
Sullivan & Cromwell LLP - September 19, 2022
S&C Memos
September 19, 2022
U.S. Department of Justice Announces Priorities and Expectations in Prosecuting Corporate Crime
Deputy Attorney General Lisa Monaco and Assistant Attorney General Kenneth Polite Discuss Incentives for Companies to Cooperate and Self-Disclose Corporate Misconduct
Sullivan & Cromwell LLP - September 19, 2022
Publications
September 16, 2022
S&C Critical Insights – Impact of Illumina/GRAIL on M&A Deals Going Forward
September 16, 2022
Publications
September 15, 2022
S&C Memos
September 1, 2022
SEC Adopts Pay-Versus-Performance Disclosure Rule
Requires Disclosure of the Relationship Between Executive Compensation Actually Paid Versus Total Shareholder Return, Net Income and a Company Selected Measure; Effective for the 2023 Proxy Season for Calendar-Year Companies
Sullivan & Cromwell LLP - September 1, 2022
Articles
August 29, 2022
Publications
August 26, 2022
Books
August 25, 2022
S&C Memos
August 25, 2022
SEC and CFTC Propose Further Amendments to Private Fund Reporting
Jointly Proposed Amendments to Form PF Are Aimed at Enhancing FSOC’s Ability to Assess Systemic Risk and Bolstering the SEC’s Regulatory Oversight of Private Fund Advisers
Sullivan & Cromwell LLP - August 25, 2022
Publications
August 22, 2022
S&C Memos
August 22, 2022
2022 Proxy Season Review – Part 2 (Say-on-Pay and Equity Compensation Plan Voting)
Sullivan & Cromwell LLP - August 22, 2022
S&C Memos
August 22, 2022
Federal Reserve Requires Notification of Crypto-Asset-Related Activities
Federal Reserve Guidance Imposes Requirements Similar to Those Imposed by the OCC and FDIC
Sullivan & Cromwell LLP - August 22, 2022
S&C Memos
August 19, 2022
Final Guidelines on Federal Reserve Bank Account Access
Final Guidelines Provide Risk-Based Principles and a Three-Tiered Framework for Evaluating Institutions for Access to Federal Reserve Bank Accounts or Services
Sullivan & Cromwell LLP - August 19, 2022
S&C Memos
August 19, 2022
NAIC Adopts List of Regulatory Considerations Applicable (But Not Exclusive) to Private Equity-Owned Insurers
New, Multifaceted NAIC Initiative Devoted to Private Equity Ownership of Insurers and Insurer Investment Practices
Sullivan & Cromwell LLP - August 19, 2022
Articles
August 18, 2022
Articles
August 18, 2022
S&C Memos
August 17, 2022
Inflation Reduction Act – Energy Tax Credit and Climate-Related Funding Provisions
The Act Modifies and Expands Tax Credits for Renewable Energy Production, Clean Energy Investments and Use of Alternative Power and Fuel Sources, and it Provides Significant Funding for a Wide Variety of Programs Relating to Climate Change
Sullivan & Cromwell LLP - August 17, 2022
S&C Memos
August 16, 2022
Recent CFPB Actions
CFPB Issuances Demonstrate Continued Focus on Technology Companies and Personal Financial Data Protection
Sullivan & Cromwell LLP - August 16, 2022
S&C Memos
August 15, 2022
New Excise Tax on Stock Repurchases
The Inflation Reduction Act Will Impose a One Percent Tax on Stock Repurchases, With Unique Implications for Banking Organizations
Sullivan & Cromwell LLP - August 15, 2022
Publications
August 15, 2022
S&C Memos
August 15, 2022
New York State Department of Financial Services Releases Pre-Proposed Amendments to Cybersecurity Regulations
Agency Considers Expanding Protections Covered Entities Are Required to Implement, Including Additional Cybersecurity Measures for Large Covered Entities
Sullivan & Cromwell LLP - August 15, 2022
Articles
August 12, 2022
S&C Memos
August 10, 2022
Further Proposals to Reform the UK’s Capital Markets
The Secondary Capital Raising Review Has Delivered 21 Recommendations to Improve Secondary Capital Raisings in the UK and Provides a “Once-in-a-Generation” Opportunity for Meaningful Reform.
Sullivan & Cromwell LLP - August 10, 2022
S&C Memos
August 8, 2022
2022 Proxy Season Review – Part 1 (Rule 14a-8 Shareholder Proposals)
Shareholders submit 797 proposals for meetings in H1 2022, the highest number since 2018; more proposals go to a vote (60% compared to 50% in H1 2021), but average shareholder support decreases
Sullivan & Cromwell LLP - August 8, 2022
Publications
August 3, 2022
Blog Posts
August 3, 2022
Publications
August 3, 2022
S&C Memos
August 2, 2022
Senators Schumer, Manchin Introduce Inflation Reduction Act
The Proposed Act Includes a New Corporate Alternate Minimum Tax and Carried Interest Rules Changes Similar to the Past Versions of the Proposed 2021 Build Back Better Bill
Sullivan & Cromwell LLP - August 2, 2022
S&C Memos
August 1, 2022
EU Nears Adoption of Expansive Corporate Sustainability Reporting Requirements
Proposed Directive would apply to public and private companies, including many non-EU companies
Sullivan & Cromwell LLP - August 1, 2022
S&C Memos
July 21, 2022
SEC Proposes to Significantly Narrow Bases for Excluding Shareholder Proposals Under Rule 14a-8
Proposed Amendments Would Significantly Narrow Standards for Exclusion on the Bases of Substantial Implementation, Duplication and Resubmission
Sullivan & Cromwell LLP - July 21, 2022
S&C Memos
July 21, 2022
SEC Reverses Aspects of Proxy Voting Advice Regulations
The Final Rule Rescinds Conditions from Former Proxy Rule Exemptions for Proxy Voting Advice and Related Guidance for Investment Advisers
Sullivan & Cromwell LLP - July 21, 2022
Blog Posts
July 18, 2022
Articles
July 14, 2022
S&C Memos
July 13, 2022
U.K. Regulator Comments on ESG-labelled Bonds and ESG Ratings
FCA Reminds Issuers of Rules Applicable to ESG-labelled Bond Issuances, Endorses ICMA Principles and Guidelines and Anticipates Regulation of ESG Data and Rating Providers
Sullivan & Cromwell LLP - July 13, 2022
S&C Memos
July 7, 2022
CFPB Seeks Information on Credit Card Late Fees
ANPR Reflects Continued Focus on “Junk Fees” and Signals Likelihood that CFPB will Revisit CARD Act Safe Harbor
Sullivan & Cromwell LLP - July 7, 2022
S&C Memos
July 7, 2022
Articles
June 29, 2022
S&C Alerts
June 28, 2022
Articles
June 23, 2022
S&C Memos
June 22, 2022
U.S. Supreme Court Rejects HHS’s Interpretation of the Medicare Statute, Declines to Address Chevron Deference
The Medicare statute does not permit HHS to set different Medicare reimbursement rates for different groups of hospitals unless it first conducts a survey of hospitals’ acquisition costs
Sullivan & Cromwell LLP - June 22, 2022
S&C Memos
June 21, 2022
Supreme Court Upholds Right to Compel Arbitration of Claims Brought Under California Private Attorneys General Act (PAGA)
Decision Allows Employees and Employers to Agree to Arbitration of Individual PAGA Claims, Which Generally Will Preclude “Representative” PAGA Claims on Behalf of Others
Sullivan & Cromwell LLP - June 21, 2022
S&C Memos
June 21, 2022
CFTC Releases Request for Information on Climate-Related Financial Risk
CFTC Seeks Public Input to Inform its Understanding of Climate-Related Financial Risk to Derivatives and Commodities Markets
Sullivan & Cromwell LLP - June 21, 2022
S&C Memos
June 21, 2022
SEC Issues Request for Comment on Regulatory Status of “Certain Information Providers” Under the Investment Advisers Act
The Request for Comment Focuses on Whether Activities of Index Providers, Model Portfolio Providers and Pricing Services May Cause Them to be Within the Definition of “Investment Adviser”
Sullivan & Cromwell LLP - June 21, 2022
S&C Memos
June 17, 2022
Changes to U.K. Listing Regime
FCA Proposes Single Segment for Listing Equity Shares in Commercial Companies
Sullivan & Cromwell LLP - June 17, 2022
S&C Memos
June 17, 2022
Supreme Court Bars Discovery in Aid of Foreign Arbitrations
U.S. Supreme Court Rules That 28 U.S.C. § 1782 Does Not Authorize Discovery in Aid of an International Commercial Arbitration or an Ad Hoc Investor-State Arbitration
Sullivan & Cromwell LLP - June 17, 2022
Articles
June 15, 2022
S&C Memos
June 15, 2022
Supreme Court Addresses Transportation-Worker Exemption to Federal Arbitration Act
U.S. Supreme Court Rules That Airline Cargo Loaders Are Exempt From the Federal Arbitration Act
Sullivan & Cromwell LLP - June 15, 2022
Articles
June 14, 2022
Publications
June 9, 2022
S&C Memos
June 8, 2022
SEC Adopts Amendments Requiring Electronic Filing of Certain Documents, Including “Glossy” Annual Reports, Forms 144 and Forms 6-K
Amendments Mandate the Electronic Filing or Submission Through EDGAR of Certain Documents that are Currently Permitted to be Filed in Paper Form
Sullivan & Cromwell LLP - June 8, 2022
Articles
June 6, 2022
S&C Memos
June 6, 2022
SEC Proposes Enhanced ESG Disclosure Requirements for Investment Advisers and Investment Companies
Proposal Would Apply to Investment Advisers, Registered Investment Companies and Business Development Companies That Consider ESG Factors
Sullivan & Cromwell LLP - June 6, 2022
Publications
June 1, 2022
S&C Memos
June 3, 2022
SEC Proposes Amendments to Expand Fund “Names Rule”
Proposed Amendments Would Expand Existing Requirements to ESG Funds and Certain Other Funds, and Increase Disclosure and Other Obligations of Funds Subject to the Rule
Sullivan & Cromwell LLP - June 3, 2022
S&C Memos
June 3, 2022
Supreme Court Rules on Arbitration Waiver Requirements
U.S. Supreme Court Holds That Federal Law Does Not Require a Showing of Prejudice to Waive Right to Arbitrate a Dispute
Sullivan & Cromwell LLP - June 3, 2022
S&C Memos
May 31, 2022
UK Merger Control and FDI—New Jurisdictional Tests and Recent Developments
Upcoming Amendments to the UK Merger Control Thresholds and the Commencement of the UK FDI Regime
Sullivan & Cromwell LLP - May 31, 2022
S&C Memos
27 May 2022
EU Commission Proposes to Simplify Merger Control Procedures
EU Commission Launches Public Consultation on Proposed Simplification Measures to EU Merger Control Procedures, Including Simplified Treatment of Non-Complex Cases
Sullivan & Cromwell LLP - 27 May 2022
S&C Memos
24 May 2022
EU Merger Control—EUR 28 Million Gun-Jumping Fine Upheld
General Court Upholds EUR 28 Million Gun-Jumping Fine for Canon’s Two-Step “Warehousing” Acquisition of Toshiba Medical Systems
Sullivan & Cromwell LLP - 24 May 2022
S&C Memos
May 23, 2022
Agencies Target Misleading Deposit Insurance Claims
FDIC and CFPB Releases Suggest Renewed Focus on Representations Related to the Insured Status of Products That Rely Upon or Function Like Bank Deposits
Sullivan & Cromwell LLP - May 23, 2022
S&C Memos
May 23, 2022
Federal Banking Agencies Issue Joint Proposal to Revise Community Reinvestment Act Regulations
Proposal Seeks to Modernize CRA Regulations and Standardize Their Application Across the Agencies
Sullivan & Cromwell LLP - May 23, 2022
S&C Memos
May 20, 2022
Delaware Chancery Rules Tesla’s $2.6 Billion Acquisition of SolarCity “Entirely Fair”
Court Rules for Defense Despite Plaintiff-Friendly Entire-Fairness Standard, Finding That the Price Paid Was Fair Notwithstanding “Far From Perfect” Process
Sullivan & Cromwell LLP - May 20, 2022
S&C Memos
May 20, 2022
Supreme Court and Fifth Circuit Cases Could Impact SEC’s Use of Administrative Forum
The Supreme Court Agrees to Take a Case Concerning the Constitutionality of SEC Administrative Law Judges and the Fifth Circuit Invalidates Aspects of SEC Administrative Proceedings
Sullivan & Cromwell LLP - May 20, 2022
S&C Memos
May 17, 2022
California State Court Declares SB 826 Unconstitutional
California Board Gender Diversity Law Invalidated
Sullivan & Cromwell LLP - May 17, 2022
S&C Memos
May 17, 2022
Changes to U.K. Takeover Code
Amendments of Particular Significance for Bidders
Sullivan & Cromwell LLP - May 17, 2022
Publications
May 11, 2022
S&C Memos
May 10, 2022
California Governor Signs Blockchain Executive Order
Order Aims to Foster Innovation, Protect Consumers and Create a Transparent Regulatory and Business Environment
Sullivan & Cromwell LLP - May 10, 2022
Blog Posts
May 10, 2022
S&C Memos
May 9, 2022
SEC Staff Highlights Review of Disclosures Pertaining to Russia’s Invasion of Ukraine
SEC Division of Corporation Finance Publishes Sample Comment Letter Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues
Sullivan & Cromwell LLP - May 9, 2022
Publications
May 9, 2022
S&C Memos
May 5, 2022
DFS Issues Guidance on Use of Blockchain Analytics
Guidance Highlights Importance of Blockchain Analytics Tools in Preventing and Managing Financial Risks and Suspicious Activities
Sullivan & Cromwell LLP - May 5, 2022
Publications
May 4, 2022
Blog Posts
May 3, 2022
Articles
May 2, 2022
S&C Memos
April 29, 2022
CFPB Announces Intent To Examine Broader Array of Fintechs
CFPB Also Seeks Comment on Update to Related Procedures
Sullivan & Cromwell LLP - April 29, 2022
S&C Memos
April 28, 2022
District Court Holds Section 245A Temporary Regulations Invalid
Federal District Court Grants Liberty Global’s Motion for Summary Judgment, Holds the Section 245A Temporary Regulations Invalid
Sullivan & Cromwell LLP - April 28, 2022
S&C Memos
April 27, 2022
Mandatory Diversity Targets for U.K. Listed Issuers
Changes to U.K. Listing Rules and Disclosure Guidance and Transparency Rules
Sullivan & Cromwell LLP - April 27, 2022
S&C Memos
April 27, 2022
Utah Consumer Privacy Act
Utah Is the Fourth State in the U.S. to Enact Comprehensive Privacy Legislation
Sullivan & Cromwell LLP - April 27, 2022
S&C Memos
April 25, 2022
New York Department of Financial Services Issues Circular Letter Regarding Insurance Acquisitions and Disclaimers of Control
NYDFS Circular Letter Provides Guidance on Potential Control Issues in Transactions With New York Domiciled Insurers
Sullivan & Cromwell LLP - April 25, 2022
Articles
April 21, 2022
S&C Memos
April 13, 2022
Proposed SEC Climate Disclosure Rules—Certain Key Implications for Financial Institutions
Financial Institutions Will Need to Navigate Expansive New Disclosure Requirements Capturing Financed Emissions and Scenario Analysis As Well As Other Legal Requirements Potentially Relevant To Their Climate Strategy
Sullivan & Cromwell LLP - April 13, 2022
Publications
April 14, 2022
S&C Memos
April 13, 2022
CFPB Files Suit Against TransUnion and Senior Executive
Complaint Alleges Violations of 2017 Consent Order and Various Consumer Protection Laws and Reflects CFPB Director Chopra’s Focus on “Recidivist” Companies, Executive Accountability, and Alleged Credit Reporting Agency Misconduct
Sullivan & Cromwell LLP - April 13, 2022
S&C Memos
April 8, 2022
FDIC Requires Notification of Crypto-Related Activities
FDIC-Supervised Institutions Must Notify the FDIC Before Engaging In Crypto-Related Activities; Those Already Doing So Must Promptly Notify the FDIC
Sullivan & Cromwell LLP - April 8, 2022
S&C Memos
April 6, 2022
SEC’s Proposed Climate Disclosure Rules Herald Expansive New Obligations for Foreign Private Issuers
Proposed Climate Rules Would Subject Foreign Private Issuers to Substantially Similar Obligations as U.S. Companies and Require New Disclosures from Companies Currently Reporting Under Home Jurisdiction Rules
Sullivan & Cromwell LLP - April 6, 2022
Publications
April 6, 2022
S&C Memos
April 6, 2022
SEC Proposes Changes to “Dealer” Definition
The Rules Would Require Certain Proprietary Trading Firms and Others to Register With the SEC as Dealers or Government Securities Dealers
Sullivan & Cromwell LLP - April 6, 2022
S&C Memos
April 5, 2022
California State Court Declares AB 979 Unconstitutional
California Board Diversity Law Invalidated, but Focus on Board Diversity Remains
Sullivan & Cromwell LLP - April 5, 2022
S&C Memos
April 3, 2022
Acting Comptroller of the Currency Addresses Large Regional Bank Resolvability
Remarks Suggest “Reconcil[iation]” Approval for Large Regional Bank Mergers
Sullivan & Cromwell LLP - April 3, 2022
S&C Memos
March 31, 2022
SEC Proposes Sweeping Changes Regulating SPAC Formation and De-SPAC Transactions
Would Mandate Specific Disclosures, Expand Underwriter Liability to De-SPAC Transactions, Eliminate the PSLRA Safe Harbor for De-SPAC Projections and Seek to Clarify Treatment of SPACs Under the Investment Company Act of 1940
Sullivan & Cromwell LLP - March 31, 2022
S&C Memos
March 31, 2022
President Biden’s Fiscal Year 2023 Revenue Proposals
Proposals Relating to Business, International, Individual, Real Estate, and Digital Assets Taxation
Sullivan & Cromwell LLP - March 31, 2022
Articles
March 29, 2022
S&C Memos
March 28, 2022
SEC Proposes Expansive Climate-Related Disclosure Rules
Would Require Public Companies to Disclose Detailed Greenhouse Gas Emissions, Climate Transition Plans, Targets and Progress Against Targets, Long-Term Climate Risks and Business Impacts, and Climate-Related Corporate Governance, Including New Information in Notes to Audited Financial Statements
Sullivan & Cromwell LLP - March 28, 2022
Publications
March 28, 2022
S&C Memos
March 27, 2022
FDIC Issues Request for Information on Bank Merger Transactions
RFI Poses Questions on Long-Standing Regulatory Policies
Sullivan & Cromwell LLP - March 27, 2022
S&C Memos
March 25, 2022
CFPB Updates UDAAP Examination Procedures
Changes Broaden Analysis of Unfair Acts or Practices to Embrace Discriminatory Conduct and Signal Agency’s Continued Focus on Fair Lending Issues, Including in Algorithms
Sullivan & Cromwell LLP - March 25, 2022
S&C Memos
March 25, 2022
Export Finance Updates
EU Council Calls for Deadline to End Export Finance Support for Fossil Fuels; Revised OECD Arrangement; and the ICC Sustainability in Export Finance White Paper
Sullivan & Cromwell LLP - March 25, 2022
S&C Memos
March 23, 2022
Update—Western Sanctions Responding to Russia’s Invasion of Ukraine
The United States, the United Kingdom, and the European Union Impose Additional Sanctions Responding to Russia’s Invasion of Ukraine
Sullivan & Cromwell LLP - March 23, 2022
S&C Memos
March 22, 2022
Federal Legislation Requires Cyber Incident Reporting for Critical Infrastructure Sector
Implementing Rule Will Require Reporting to CISA of Covered Cybersecurity Incidents and Ransomware Payments by Subsectors That Are Likely to Include Financial Services, Communications, Energy and Others
Sullivan & Cromwell LLP - March 22, 2022
S&C Memos
March 17, 2022
Federal LIBOR Transition Legislation
“Adjustable Interest Rate (LIBOR) Act” Is Enacted to Provide a Uniform, National Solution for “Tough Legacy” Contracts
Sullivan & Cromwell LLP - March 17, 2022
S&C Memos
March 15, 2022
Shareholder Activism in the Regulated Utility Sector
Sullivan & Cromwell LLP - March 15, 2022
S&C Memos
March 14, 2022
Court Rules FDIC May Not Refuse to Consider Change in Bank Control Act Notice Based on Incomplete Information
Statutory Deadline for Decision Begins to Run When a Notice With Basic Information Is Submitted
Sullivan & Cromwell LLP - March 14, 2022
S&C Memos
March 11, 2022
SEC Proposes New Cybersecurity Disclosure Rules for Public Companies
Proposed Rules Would Require Disclosure of Material Cybersecurity Incidents, as Well as Cybersecurity Risk Management, Strategy and Governance Disclosures
Sullivan & Cromwell LLP - March 11, 2022
Publications
March 11, 2022
S&C Critical Insights – An Introduction to Publicity Rights
March 11, 2022
S&C Memos
March 10, 2022
CFPB Outlines Options for Quality Control Standards for Automated Valuation Models
Options Under Consideration Include a Nondiscrimination Quality Control Factor; Focus on Algorithmic Bias Not Limited to Automated Valuation Models
Sullivan & Cromwell LLP - March 10, 2022
S&C Memos
March 10, 2022
Federal Reserve Bank Account Access
Updated Guidelines Suggest a Three-Tiered Framework for Evaluating Different Types of Institutions for Access to Federal Reserve Bank Accounts
Sullivan & Cromwell LLP - March 10, 2022
S&C Memos
March 9, 2022
Executive Order on Digital Assets
The Order Aims to Align the U.S. Government’s Approach to Digital Asset Regulation and Requests Assessment of U.S. Central Bank Digital Currency
Sullivan & Cromwell LLP - March 9, 2022
S&C Memos
March 9, 2022
Update—Western Sanctions Responding to Russia’s Invasion of Ukraine
The United States, the United Kingdom, and the European Union Impose Additional Sanctions Responding to Russia’s Invasion of Ukraine
Sullivan & Cromwell LLP - March 9, 2022
S&C Alerts
March 7, 2022
S&C Memos
March 7, 2022
Changes to U.K. Prospectus Regime
U.K. Government Proposes Most Significant Changes in a Generation
Sullivan & Cromwell LLP - March 7, 2022
S&C Memos
March 7, 2022
European Commission Proposes Mandatory Corporate Sustainability Due Diligence and Climate Change Plans
Sullivan & Cromwell LLP - March 7, 2022
Publications
March 4, 2022
S&C Memos
March 3, 2022
The Launch of Task Force KleptoCapture
Department of Justice Creates Task Force to Hold Accountable Corrupt Russian Oligarchs
Sullivan & Cromwell LLP - March 3, 2022
Publications
March 3, 2022
S&C Memos
February 28, 2022
Biden Administration Announces New Climate Change Initiatives
The Administration Launches Funding Initiatives on Regional Clean Hydrogen Hubs and Clean Hydrogen Technologies
Sullivan & Cromwell LLP - February 28, 2022
S&C Memos
February 28, 2022
Western Sanctions Responding to Russia’s Invasion of Ukraine
The United States, United Kingdom and European Union Institute Wide-Reaching Sanctions Responding to Russia’s Invasion of Ukraine
Sullivan & Cromwell LLP - February 28, 2022
S&C Memos
February 26, 2022
Two Months After Its Passage, New York Dials Back Comprehensive Insurance Disclosure Act
Amendment Reduces the Most Far-Reaching Obligations on New York State Court Parties to Make and Update Expansive Insurance-Related Disclosures
Sullivan & Cromwell LLP - February 26, 2022
S&C Memos
February 22, 2022
Treasury Study on Illicit Finance in the High-Value Art Market
Treasury Releases a Study on the Facilitation of Money Laundering and the Financing of Terrorism Through the Trade in Works of High-Value Art
Sullivan & Cromwell LLP - February 22, 2022
S&C Memos
February 18, 2022
SEC Proposes New Cybersecurity Risk Management Rules for Investment Advisers and Investment Companies
Proposed Rules and Amendments Are Aimed at Enhancing Cybersecurity Preparedness and Improving Resilience Against Cybersecurity Risks
Sullivan & Cromwell LLP - February 18, 2022
S&C Memos
February 16, 2022
SEC Proposes Significant Rule Changes for Private Fund Advisers
Proposal Would Impose Substantial New Disclosure Obligations and Prohibitions on a Broad Range of Activities
Sullivan & Cromwell LLP - February 16, 2022
S&C Memos
February 14, 2022
DOJ Antitrust Division Weighs in on Worker Classification Debate at the National Labor Relations Board
The Antitrust Division’s Amicus Brief Explains That Uncertainty Over the Test for Distinguishing Employees From Independent Contractors Is Likely to Increase Litigation and Cause Competitive Harm
Sullivan & Cromwell LLP - February 14, 2022
S&C Memos
February 14, 2022
Potential Implications of SEC’s Proposed 13D-G Amendments
Sullivan & Cromwell LLP - February 14, 2022
S&C Memos
February 14, 2022
SEC Proposes Rule Amendments Related to Beneficial Ownership Reporting
Sweeping Changes Are Proposed to Regulation 13D-G
Sullivan & Cromwell LLP - February 14, 2022
S&C Memos
February 10, 2022
Congress Passes Bill Limiting Pre-Dispute Arbitration Agreements Covering Sexual Assault and Sexual Harassment
The “Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act” Prohibits Mandatory Arbitration of Disputes, Including Class and Collective Actions, Involving Sexual Assault and Sexual Harassment Claims
Sullivan & Cromwell LLP - February 10, 2022
Blog Posts
February 9, 2022
California Reenacts COVID-19 Supplemental Paid Sick Leave
February 9, 2022
Articles
February 8, 2022
Publications
February 4, 2022
S&C Memos
February 2, 2022
SEC Reopens Comment Period for Pay-Versus-Performance Disclosure Rule
Original 2015 Proposal Would Require Disclosure on the Relationship of Executive Compensation Paid and Registrant Financial Performance; SEC Seeks Comment on Original Proposal and Twenty-Two Potential Changes to the Original Proposal
Sullivan & Cromwell LLP - February 2, 2022
S&C Memos
February 1, 2022
SEC Proposes Significant Amendments to Private Fund Reporting
Proposed Amendments to Form PF Are Aimed at Enhancing FSOC’s Ability to Assess Systemic Risk and Improving the SEC’s Oversight of Private Fund Advisers and Investor Protection Efforts
Sullivan & Cromwell LLP - February 1, 2022
S&C Memos
February 1, 2022
CFTC Issues No-Action Relief for Swap Data Reporting Compliance Deadlines
No-Action Letter Issued by the CFTC’s Division of Data Extends Compliance Deadlines for the 2020 Amendments to the Swap Data Reporting Rules
Sullivan & Cromwell LLP - February 1, 2022
Blog Posts
January 28, 2022
S&C Memos
January 26, 2022
Delaware Court of Chancery Issues Its First Fiduciary Duty Opinion on SPACs
“Misalignment of Interests” Between Sponsor and Stockholders a Source of Legal Risk for Directors of SPACs
Sullivan & Cromwell LLP - January 26, 2022
Blog Posts
January 26, 2022
Articles
January 26, 2022
Jonathon Hannah Authors PFI article on Financing Infrastructure M&A
January 26, 2022
S&C Memos
January 26, 2022
Key Considerations for Fiscal Year 2021 Form 10-K and 20-F Filings
Disclosure Trends and Form Considerations
Sullivan & Cromwell LLP - January 26, 2022
S&C Memos
January 24, 2022
S&C Memos
January 23, 2022
Federal Reserve Discussion Paper on Central Bank Digital Currency
Paper Outlines “Pros and Cons” of a CBDC and Requests Comments from Stakeholders
Sullivan & Cromwell LLP - January 23, 2022
S&C Memos
January 19, 2022
FTC and DOJ Announce Joint Review of Merger Guidelines
FTC and DOJ Launch a Joint Review of Guidelines for Both Horizontal and Vertical Mergers, Issuing a Request for Public Comment
Sullivan & Cromwell LLP - January 19, 2022
Books
January 18, 2021
Articles
January 13, 2022
Publications
January 12, 2022
Publications
January 10, 2022
S&C Memos
January 7, 2022
New York Expands Mandatory Disclosures of Insurance Coverage Information
Newly Enacted Law Requires New York State Court Defendants to Produce More Detailed Insurance Information
Sullivan & Cromwell LLP - January 7, 2022
S&C Memos
January 6, 2022
Dismissals Throw Cold Water on Efforts to Make New York a Hub for Non-U.S. Derivative Litigation
New York Supreme Court Dismisses Two Derivative Suits Brought Against Directors and Officers of Bayer AG and UBS Group AG for Alleged Breaches of Fiduciary Duty, Finding That Those Actions Must Be Brought in the Companies’ Home Forums.
Sullivan & Cromwell LLP - January 6, 2022
Blog Posts
December 29, 2021
NYC Requires Employers to Provide Paid COVID-19 Child Vaccination Leave
December 29, 2021
S&C Memos
December 29, 2021
SEC Proposes Rules Relating to Security-Based Swaps
SEC Re-Proposes Rule to Prevent Fraud, Manipulation and Deception in Connection With Security-Based Swap Transactions and Proposes Large Position Reporting and CCO Independence Rules
Sullivan & Cromwell LLP - December 29, 2021
S&C Memos
December 21, 2021
OCC Seeks Public Feedback on Principles for Climate-Related Financial Risk Management for Large Banks
Sullivan & Cromwell LLP - December 21, 2021
S&C Memos
December 21, 2021
OCC Issues Interpretive Letter Regarding the Authority of Banks to Engage in Cryptocurrency Activities
OCC Confirms That National Banks Must Demonstrate Adequate Controls Before They Can Engage in Certain Cryptocurrency Activities
Sullivan & Cromwell LLP - December 21, 2021
S&C Memos
December 21, 2021
SEC Proposes Amendments to Rules Governing Money Market Funds
Proposed Amendments to Certain Rules Under the Investment Company Act That Govern Money Market Funds are Aimed at Improving Their Resilience and Transparency
Sullivan & Cromwell LLP - December 21, 2021
S&C Memos
December 20, 2021
Review and Analysis of 2021 U.S. Shareholder Activism and Activist Settlement Agreements
Sullivan & Cromwell LLP - December 20, 2021
Publications
December 20, 2021
S&C Memos
December 20, 2021
The Federal Trade Commission’s Updated Safeguards Rule—An Overview
Federal Trade Commission Strengthens Information Security Safeguards for Consumer Financial Information
Sullivan & Cromwell LLP - December 20, 2021
S&C Memos
December 17, 2021
CFTC Solicits Input on Swap-Clearing Requirement in Light of LIBOR Transition
The Commodity Futures Trading Commission Issued a Request for Information and Comment Regarding Potential Actions with Respect to Its Swap-Clearing Requirement to Address the Upcoming Cessation of the London Interbank Offered Rate
Sullivan & Cromwell LLP - December 17, 2021
Blog Posts
September 20, 2022
New York City Releases Guidance on COVID-19 Vaccination Mandate
September 20, 2022
S&C Memos
December 17, 2021
SEC Proposes New Requirements for Insider Trading Plans and Issuer Share Repurchases
UK Financial Conduct Authority Publishes Final Changes to the UK Listing Rules for Companies Listed on the London Stock Exchange Following Its Primary Market Effectiveness Review
Sullivan & Cromwell LLP - December 17, 2021
Blog Posts
December 17, 2021
Publications
October 19, 2021
Webinar: Financing and Investing in Hydrogen Projects
October 19, 2021
Articles
December 16, 2021
Books
December 15, 2021
Latin Lawyer: The Guide to Corporate Crisis Management, Fourth Edition
December 15, 2021
Publications
December 14, 2021
Articles
December 14, 2021
Articles
December 13, 2021
S&C Memos
December 10, 2021
Changes to the UK Listing Rules
UK Financial Conduct Authority Publishes Final Changes to the UK Listing Rules for Companies Listed on the London Stock Exchange Following Its Primary Market Effectiveness Review
Sullivan & Cromwell LLP - December 10, 2021
Publications
December 8, 2021
S&C Critical Insights – The Impact of Brexit on Choice of Law
December 8, 2021
Publications
December 8, 2021
Publications
January 15, 2021
S&C Memos
December 7, 2021
UK Competition Law
CMA Moves Against Big Tech With Decision to Unwind Facebook’s Acquisition of GIPHY
Sullivan & Cromwell LLP - December 7, 2021
Publications
December 6, 2021
S&C Critical Insights – Developments Affecting 10b5-1 Trading Plans
December 6, 2021
Blog Posts
December 6, 2021
Publications
December 1, 2021
Blog Posts
December 1, 2021
Blog Posts
December 1, 2021
S&C Memos
November 30, 2021
Agreement Reached on International Carbon Credit Trading Rules at COP26
Negotiators at COP26 Reached an Agreement to Foster International Carbon Credit Trading Markets
Sullivan & Cromwell LLP - November 30, 2021
S&C Memos
November 30, 2021
New York Department of Financial Services Issues Final Guidance on Managing the Financial Risks of Climate Change for Insurers
Final Guidance Requires Insurers to Integrate Consideration of Climate Risks into Governance, Operations, Risk Management, Scenario Analysis and Disclosure
Sullivan & Cromwell LLP - November 30, 2021
S&C Memos
November 24, 2021
Office of the Comptroller of the Currency Issues Bulletin Regarding Investments in Venture Capital Funds
Bulletin Reminds Banks of Prohibitions that Apply to Most Equity Investments in Venture Capital Funds
Sullivan & Cromwell LLP - November 24, 2021
S&C Memos
November 24, 2021
Federal Banking Agencies Release Joint Statement on Crypto-Asset “Policy Sprint” Initiative
Federal Reserve, FDIC and OCC Provide Update Regarding Crypto-Asset Regulation, Including Proposed Regulatory Roadmap for 2022
Sullivan & Cromwell LLP - November 24, 2021
S&C Memos
November 23, 2021
November 2021 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - November 23, 2021
Publications
November 23, 2021
S&C Memos
November 22, 2021
Federal Banking Agencies Issue Final Rule Regarding Cyber Incident Notification Requirements
Final Rule Requires Banking Organizations to Notify Primary Federal Regulator of Certain Cyber Incidents Within 36 Hours, and Bank Service Providers to Notify Banking Organization Customers as Soon as Possible
Sullivan & Cromwell LLP - November 22, 2021
Articles
November 22, 2021
S&C Memos
November 18, 2021
SEC Mandates Universal Proxy Cards in Contested Director Elections
Sullivan & Cromwell LLP - November 18, 2021
S&C Memos
November 15, 2021
Alpine Securities Corporation v. Securities and Exchange Commission
SCOTUS Denies Cert in Challenge to SEC’s Suspicious Activity Reporting Regime
Sullivan & Cromwell LLP - November 15, 2021
S&C Memos
November 11, 2021
FinCEN Updates Ransomware Advisory
Updated Guidance Emphasizes Timely Reporting, Virtual Currencies, and Whole-of-Government Approach to Enforcement
Sullivan & Cromwell LLP - November 11, 2021
Articles
11/09/21
Spotlight on Corporate Governance and Restructuring
The Zone of Safety: How To Be an Active and Confident Director During Financial Distress
S&C Alerts
November 6, 2021
Flash Report on the Infrastructure Investment and Jobs Act
November 6, 2021
S&C Memos
November 8, 2021
New SEC Staff Guidance on Shareholder Proposals
Rescinds Previous Guidance, Enabling More Shareholder Proposals on Environmental and Social Issues; Also Facilitates Use of Graphics and Email
Sullivan & Cromwell LLP - November 8, 2021
Publications
November 5, 2021
S&C Critical Insights – Refreshing the Director Onboarding Process
November 5, 2021
S&C Memos
November 5, 2021
President’s Working Group on Financial Markets Issues Report on Stablecoins
On November 1, 2021, the President’s Working Group on Financial Markets Published a Report on Stablecoins, Outlining a Potential Regulatory Regime for Stablecoin Arrangements in the U.S.
Sullivan & Cromwell LLP - November 5, 2021
Publications
November 4, 2021
Articles
November 4, 2021
Blog Posts
November 4, 2021
OSHA COVID-19 ETS – Requiring Vaccine or Weekly Testing
November 4, 2021
Articles
November 3, 2021
S&C Memos
November 2, 2021
Financial Stability Oversight Council Report on Climate-Related Financial Risk
FSOC Identifies Climate Change as an Emerging Threat to U.S. Financial Stability and Recommends Accelerated and Coordinated Actions by U.S. Financial Regulators to Enhance the Resiliency of the Financial System to Climate-Related Risks
Sullivan & Cromwell LLP - November 2, 2021
S&C Memos
November 2, 2021
Democratic House Lawmakers Release Revised Tax Proposal
Ahead of a Meeting of the House Rules Committee, Democratic House Lawmakers Unveiled a Reconciliation Bill That Includes a Variety of Federal Income Tax Law Changes
Sullivan & Cromwell LLP - November 2, 2021
Publications
November 1, 2021
S&C Memos
October 29, 2021
U.S. Department of Justice Announces Key Policy Changes in the Prosecution of Corporate Crime
Deputy Attorney General Lisa Monaco Announces Revisions to Justice Department Policy in Prosecuting and Resolving Corporate Investigations
Sullivan & Cromwell LLP - October 29, 2021
Publications
October 28, 2021
S&C Memos
October 27, 2021
Personal Information Protection Law of the People’s Republic of China—Overview
People’s Republic of China (PRC) Passes Law Setting Forth Rules Governing the Handling of Personal Information, Set to Go Into Effect November 1, 2021
Sullivan & Cromwell LLP - October 27, 2021
S&C Memos
October 25, 2021
U.S. Department of Justice Announces Initiative to Combat Redlining; DOJ/CFPB/OCC Settle Claims Against a National Bank
Attorney General Garland Sets Expectation for Increase in “Redlining” Investigations and Enforcement
Sullivan & Cromwell LLP - October 25, 2021
Publications
October 25, 2021
Blog Posts
October 20, 2021
CDC Issues COVID-19 Workplace Vaccination Program Guidance
October 20, 2021
Blog Posts
October 19, 2021
CDC Updates COVID-19 Guidance for Fully Vaccinated People
October 19, 2021
S&C Memos
October 19, 2021
U.S. Department of Labor Proposes ESG-Related Updates to the ERISA Investment Duties Regulation
Proposal Would Permit ERISA Pension Plan Fiduciaries to Consider Climate Change and Other ESG Factors When Selecting Investments and Exercising Shareholder Rights
Sullivan & Cromwell LLP - October 19, 2021
Articles
October 18, 2021
S&C Memos
October 18, 2021
SEC Reopens Comment Period for Clawbacks
Original Proposal in 2015 Would Require Clawback of Excess Incentive-Based Compensation Earned by Executive Officers During the Three Fiscal Years Preceding an Accounting Restatement to Correct for Material Error; SEC Specifically Seeks Comment and Data on Ten Potential Changes to the Original Proposal
Sullivan & Cromwell LLP - October 18, 2021
S&C Memos
October 18, 2021
White House Issues Roadmap to Address Climate-Related Financial Risk
The Report Presents the Biden Administration’s Strategy for Addressing Climate-Related Financial Risk Across the U.S. Economy and Highlights Recent and Forthcoming Climate-Related Regulatory and Other Federal Government Initiatives
Sullivan & Cromwell LLP - October 18, 2021
Publications
October 15, 2021
S&C Critical Insights – Recent SEC Cybersecurity Enforcement Actions
October 15, 2021
S&C Memos
October 12, 2021
New International Agreement on Pillars 1 and 2
The OECD/G20 Inclusive Framework Reached a New Global Agreement on Profit Allocation and Minimum Tax
Sullivan & Cromwell LLP - October 12, 2021
S&C Memos
October 11, 2021
California Governor Signs AB 663, Enabling California Corporations to Hold Virtual Shareholder Meetings During Emergencies
Sullivan & Cromwell LLP - October 11, 2021
S&C Memos
October 11, 2021
California’s Silenced No More Act – What Employers Should Know
New California Law Expands Prohibition of Settlement NDAs
Sullivan & Cromwell LLP - October 11, 2021
S&C Memos
October 11, 2021
In Inaugural Public Remarks, SEC Enforcement Director Identifies Key Steps to Promoting Market Integrity
Enforcement Director Gurbir Grewal’s Speech Stresses Importance of ‘Proactive Compliance,’ ‘Proactive Enforcement,’ and Proportional Penalties to Achieving ‘Shared Mission’ of Maintaining Market Integrity and Enhancing Public Confidence in Securities Markets
Sullivan & Cromwell LLP - October 11, 2021
Publications
October 6, 2021
Blog Posts
October 5, 2021
S&C Memos
October 5, 2021
SEC Proposes Enhanced Proxy Voting Disclosure by Investment Funds and Required Disclosure of “Say-on-Pay” Votes for Institutional Investment Managers
Proposal Shows SEC’s Focus on ESG Matters; Would Also Complete the SEC’s Rulemaking Under Section 951 of the Dodd-Frank Act
Sullivan & Cromwell LLP - October 5, 2021
S&C Memos
October 1, 2021
EU Competition Law and M&A
EU General Court Upholds European Commission’s Analysis of Gun-Jumping by Altice
Sullivan & Cromwell LLP - October 1, 2021
S&C Memos
September 30, 2021
Officer and Director HSR Filing Requirements
A Reminder About the Need to Monitor Officer and Director Stock Compensation and Other Acquisitions for Potential HSR Filing Requirements
Sullivan & Cromwell LLP - September 30, 2021
Publications
September 30, 2021
Andy Dietderich Addresses Mexican Bar Association
September 30, 2021
Publications
September 29, 2021
S&C Memos
September 29, 2021
2021 Corporate Governance Trends in the Retail Industry
Brick-and-Mortar and E-Commerce Retail Companies Vary in Adoption of Corporate Governance Practices
Sullivan & Cromwell LLP - September 29, 2021
Publications
September 29, 2021
S&C Memos
September 23, 2021
OFAC Updates Ransomware Advisory
New Guidance Incentivizes Reporting, Defensive Cybersecurity Measures for Companies Facing Ransomware Attacks
Sullivan & Cromwell LLP - September 23, 2021
S&C Memos
September 23, 2021
SEC Staff Highlights Review of Climate Change Disclosure
SEC Division of Corporation Finance Publishes Sample Comment Letter Regarding Compliance With Existing Climate Change Disclosure Guidance
Sullivan & Cromwell LLP - September 23, 2021
S&C Memos
September 22, 2021
2021 Corporate Governance Trends in the Consumer Industry
Mega-Cap and Large-Cap Consumer Companies Vary in Adoption of Corporate Governance Practices
Sullivan & Cromwell LLP - September 22, 2021
Publications
September 22, 2021
Blog Posts
September 22, 2021
New York Updates Quarantine Guidance For Fully Vaccinated Individuals
September 22, 2021
Publications
September 22, 2021
S&C Supreme Court Business Review – October Term 2020
Key Highlights for Businesses
September 22, 2021
S&C Memos
September 21, 2021
Ninth Circuit Revives California Ban on Mandatory Arbitration Agreements
Ninth Circuit Permits California to Restrict Mandatory Arbitration Agreements Between Employers and Employees, but Enjoins California From Enforcing Such Restrictions Through Civil or Criminal Sanctions
Sullivan & Cromwell LLP - September 21, 2021
S&C Memos
September 16, 2021
House Ways and Means Committee Releases Proposed Changes to Estate, Gift and Trust Taxation
House Ways and Means Committee Chairman Richard Neal Released the Committee’s Budget Proposal That Includes a Variety of Changes to Federal Estate, Gift and Trust Taxation
Sullivan & Cromwell LLP - September 16, 2021
S&C Memos
September 15, 2021
House Ways and Means Committee Releases Proposed Tax Law Changes
House Ways and Means Committee Chairman Richard Neal Unveiled the Committee’s Budget Proposal that Includes a Variety of Federal Income Tax Law Changes
Sullivan & Cromwell LLP - September 15, 2021
S&C Memos
September 15, 2021
Community Bank Access to Innovation Through Partnerships
Federal Reserve Publishes Additional Guide for Community Banks
Sullivan & Cromwell LLP - September 15, 2021
S&C Memos
September 14, 2021
Republic of Turkey v. Christie’s, Inc.—Federal Court Dismisses Turkey’s Claim for Ownership of Allegedly Looted Antiquity
Court Finds That Turkey Failed to Prove the Object’s Provenance, and That Claim Was Barred by Laches Due to Delay in Turkey’s Assertion of Its Ownership Right
Sullivan & Cromwell LLP - September 14, 2021
S&C Memos
September 14, 2021
SEC Chair Gensler Highlights Upcoming Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants
SEC Chair Gary Gensler’s Remarks Before ABA Committee Remind Market Participants of Upcoming Regulatory Changes for Security-Based Swap Dealers and Major Security-Based Swap Participants
Sullivan & Cromwell LLP - September 14, 2021
S&C Memos
September 13, 2021
Takeaways From the Trial Court’s Decision in Epic v. Apple
The Trial Court Declined to Recognize Any Single-Brand Aftermarkets Arising From Apple’s Control of the App Store, and Ruled in Apple’s Favor on the Merits of Epic’s Federal and State Antitrust Claims, but Enjoined Apple From Enforcing its App Store Anti-Steering Provisions as a Remedy for Apple’s Violations of California’s Unfair Competition Law
Sullivan & Cromwell LLP - September 13, 2021
S&C Memos
September 10, 2021
Fair Lending and Small Businesses
CFPB Proposed Rule Would Implement Dodd-Frank Small Business Lending Data Collection Requirements
Sullivan & Cromwell LLP - September 10, 2021
Publications
September 10, 2021
Frank Aquila Serves as Editor of Shareholder Rights and Activism Review
September 10, 2021
Articles
September 9, 2021
S&C Memos
September 8, 2021
Three Noteworthy Aspects of the DOJ’s Second Announcement Relating to a Bank Merger Under the Biden Administration
Sullivan & Cromwell LLP - September 8, 2021
S&C Memos
September 8, 2021
SEC Investor Advisory Subcommittees’ Recommendations Regarding SPACs
Investor Advisory Subcommittees Publish Draft Recommendations Addressing SPAC Disclosure Concerns; Recommend Further SEC Analysis
Sullivan & Cromwell LLP - September 8, 2021
Publications
September 7, 2021
S&C Memos
September 3, 2021
Bank Due Diligence on Financial Technology Companies
Federal Reserve, FDIC and OCC Publish Guide for Community Banks
Sullivan & Cromwell LLP - September 3, 2021
S&C Memos
September 1, 2021
SEC Sanctions Firms in Three Actions for Deficient Cybersecurity Controls
Actions Illustrate SEC’s Heightened Focus on Cybersecurity Controls and Disclosure Controls and Procedures in the Cybersecurity Context
Sullivan & Cromwell LLP - September 1, 2021
S&C Memos
August 31, 2021
SEC Investor Advisory Committee Recommendation Regarding Rule 10b5-1 Trading Plans
Subcommittee of Investor Advisory Committee Likely to Recommend Changes to the Affirmative Defense and Disclosure Requirements for Rule 10b5-1 Trading Plans
Sullivan & Cromwell LLP - August 31, 2021
S&C Memos
August 31, 2021
NYSE Related Party Transaction Amendment
NYSE Adds Back $120,000 Threshold to Related Party Transaction Requirements
Sullivan & Cromwell LLP - August 31, 2021
S&C Memos
August 27, 2021
Hart-Scott-Rodino Act
FTC Revises Treatment of Debt Payoff in HSR Analyses
Sullivan & Cromwell LLP - August 27, 2021
Publications
August 26, 2021
S&C Memos
August 23, 2021
2021 Proxy Season Review: Part 2—Say-on-Pay Votes and Equity Compensation
Sullivan & Cromwell LLP - August 23, 2021
Publications
August 19, 2021
S&C Memos
August 18, 2021
SEC Charges Issuer with Misleading Investors About Cybersecurity Incident and for Inadequate Disclosure Controls
Action Underscores SEC’s Heightened Focus on the Timely and Effective Remediation and Disclosure of Cybersecurity Incidents
Sullivan & Cromwell LLP - August 18, 2021
S&C Memos
August 16, 2021
CFTC Update on the LIBOR Transition
Recent CFTC Statements and Recommendations Emphasize the Importance of the Transition Away From LIBOR
Sullivan & Cromwell LLP - August 16, 2021
Blog Posts
August 13, 2021
Blog Posts
August 13, 2021
S&C Memos
August 11, 2021
Senator Wyden Introduces Carried Interest Bill
Senate Finance Committee Chairman Ron Wyden Proposes a Bill That Would Subject Holders of Carried Interest to Ordinary Income Treatment on an Annual Basis Based on the “Foregone Interest” on a Deemed Loan
Sullivan & Cromwell LLP - August 11, 2021
Publications
August 10, 2021
Articles
August 9, 2021
Publications
August 5, 2021
A Look at the Current U.S. Antitrust Landscape
Webinar: Analyzing President Biden’s Executive Order on Promoting Competition
August 5, 2021
Publications
August 4, 2021
Publications
August 3, 2021
S&C Memos
July 30, 2021
SPACs in the UK – De-SPAC Transactions to be Permitted in UK Without Suspension
UK Financial Conduct Authority to Amend the UK Listing Regime to Enhance the Attractiveness of London as a Potential Listing Venue for SPACs
Sullivan & Cromwell LLP - July 30, 2021
Blog Posts
August 4, 2021
S&C Memos
July 29, 2021
SEC Chair Addresses Details of Potential New U.S. Climate-Related Disclosure Rules
SEC Chair Gary Gensler Expects Staff Will Propose Mandatory Climate Risk Disclosure Rules to Commission by Year-End
Sullivan & Cromwell LLP - July 29, 2021
Publications
July 28, 2021
S&C Memos
July 27, 2021
2021 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals
Shareholders Submit 733 Proposals for Meetings in the First Half of 2021, the Highest Number Since S&C Began Tracking Submissions
Sullivan & Cromwell LLP - July 27, 2021
Publications
July 20, 2021
S&C Memos
July 19, 2021
Hong Kong Business Advisory
U.S. Executive Agencies Publish Advisory Discussing Risks and Considerations for Businesses and Individuals Operating in Hong Kong
Sullivan & Cromwell LLP - July 19, 2021
Publications
July 14, 2021
Publications
July 13, 2021
Blog Posts
July 12, 2021
S&C Memos
July 12, 2021
President Biden Issues Wide-Ranging Competition Executive Order With Significant Implications for M&A Activity
The Order Directs a Host of Federal Agencies to Take a More Interventionist Role in Regulating Competition and Preventing “Unfair” Business Practices; Major Agency Rulemakings and Policy Changes are Anticipated That Will Lead to Increased Scrutiny of M&A Activity and Business Practices in Many Industries, Including Banking, Technology, Tlecommunications, Transportation, and Healthcare
Sullivan & Cromwell LLP - July 12, 2021
Publications
July 9, 2021
S&C Memos
July 8, 2021
S&C Memos
July 2, 2021
New York State Department of Financial Services Issues New Guidance on Preventing Ransomware Attacks
Agency Recommends Preventative Measures Amid Growing Regulatory Focus on the Ransomware Threat
Sullivan & Cromwell LLP - July 2, 2021
Publications
July 2, 2021
The Globalization of Mass Civil Litigation
S&C’s successful litigation strategy for Volkswagen serves as case study
July 2, 2021
S&C Memos
June 30, 2021
PRGE&J Ret. Sys. Admin. v. Volkswagen–Ninth Circuit Clarifies Limited Availability of Affiliated Ute Presumption in Securities-Fraud Cases
In Ninth Circuit, Reliance Cannot Be Presumed Under Affiliated Ute Where a Securities-Fraud Plaintiff Alleges Both Misstatements and Omissions, Making Certification of Securities Class Actions More Difficult
Sullivan & Cromwell LLP - June 30, 2021
S&C Memos
June 29, 2021
IDI Resolution Plans
FDIC Publishes New Guidance Streamlining Resolution Planning for Specified IDIs
Sullivan & Cromwell LLP - June 29, 2021
S&C Memos
June 28, 2021
Takeaways From the Supreme Court’s NCAA Decision
In Overturning the NCAA’s Rules Limiting “Education-Related Benefits” for Student Athletes, the Supreme Court Also (1) Appeared to Adopt a More Pro-Defendant Standard for Assessing Joint Ventures Under the Antitrust Laws and (2) Signaled a Willingness to Assess Broader Challenges to the NCAA
Sullivan & Cromwell LLP - June 28, 2021
Publications
June 22, 2021
S&C Memos
June 21, 2021
Delaware Court of Chancery Holds 35.3% Stockholder Was Not a Controller
Largest Shareholder Did not Owe Fiduciary Duties Absent Domination Over Independent Special Committee’s Merger Negotiations
Sullivan & Cromwell LLP - June 21, 2021
S&C Memos
June 17, 2021
SEC Charges Issuer for Inadequate Cybersecurity Disclosure Controls
Proposed Legislation Would (1) Delay for 60 Days the Consummation of Many Transactions Valued as Low as $9.2 Million and (2) Establish a New “Abuse of Dominance” Standard Subjecting Many Small Businesses to Treble Damages
Sullivan & Cromwell LLP - June 17, 2021
S&C Memos
June 17, 2021
Observations About the U.S. Department of Justice’s First Action Seeking to Block a Merger Under the Biden Administration
Sullivan & Cromwell LLP - June 17, 2021
Publications
June 17, 2021
S&C Memos
June 17, 2021
Proposed “Radical” Changes to New York’s Antitrust Law
Proposed Legislation Would (1) Delay for 60 Days the Consummation of Many Transactions Valued as Low as $9.2 Million and (2) Establish a New “Abuse of Dominance” Standard Subjecting Many Small Businesses to Treble Damages
Sullivan & Cromwell LLP - June 17, 2021
Blog Posts
June 16, 2021
S&C Memos
June 15, 2021
China Sanctions Update
New Executive Orders Modify Restrictions on Purchases of Securities of “Chinese Military-Industrial Complex Companies,” and Direct New Measures to Protect U.S. Personal Data; China Enacts New Anti-Foreign Sanctions Law
Sullivan & Cromwell LLP - June 15, 2021
S&C Memos
June 10, 2021
U.S. Senate Passes Bill to Substantially Increase Hart-Scott-Rodino Act Filing Fees for Large Transactions
Sullivan & Cromwell LLP - June 10, 2021
S&C Memos
June 2021
2021 Corporate Governance Trends — U.S. Biopharmaceutical Industry
Sullivan & Cromwell LLP - June 2021
S&C Memos
June 7, 2021
SEC Chair Statement on Rule 10b5-1 Trading Plans
SEC Chair Gensler’s Speech Indicates Areas of Potential Rulemaking
Sullivan & Cromwell LLP - June 7, 2021
Publications
May 29, 2021
Articles
June 6, 2021
S&C Memos
June 4, 2021
U.S. Supreme Court Narrows the Scope of Federal Anti-Hacking Law in Van Buren v. United States
Court Holds That the Computer Fraud and Abuse Act Does not Apply to an Individual who Is Authorized to Access Information on a Computer but Does so for an Improper Purpose
Sullivan & Cromwell LLP - June 4, 2021
Publications
June 2, 2021
Publications
May 28, 2021
S&C Memos
May 27, 2021
Three Noteworthy Aspects of the DOJ’s First Announcement Relating to a Bank Merger Under the Biden Administration
Sullivan & Cromwell LLP - May 27, 2021
Blog Posts
May 26, 2021
S&C Memos
May 21, 2021
Delaware M&A Opinion Rejects MAE Claim of COVID-19 Effects
COVID-19 Effects Did Not Qualify as Material Adverse Effect; Provision Limiting Specific Performance Knocked Out by Prevention Doctrine
Sullivan & Cromwell LLP - May 21, 2021
Publications
May 21, 2021
Blog Posts
May 20, 2021
Publications
May 17, 2021
Articles
May 17, 2021
S&C Memos
May 15, 2021
Federal Reserve Consideration of Bank Merger Proposals
Fed Governors Comment on Framework for Consideration of Large Bank Merger Proposals in Connection With Approval of PNC’s Proposed Acquisition of BBVA USA
Sullivan & Cromwell LLP - May 15, 2021
S&C Memos
May 14, 2021
President Issues Executive Order on Improving the Nation’s Cybersecurity
Sweeping Order Aims to Improve and Modernize the United States’ Cybersecurity Defenses in Partnership With the Private Sector
Sullivan & Cromwell LLP - May 14, 2021
S&C Alerts
May 13, 2021
Articles
May 7, 2021
Articles
May 7, 2021
Blog Posts
May 7, 2021
S&C Memos
May 6, 2021
Proposed Federal Reserve Bank Account Access Guidelines
Proposal Provides Broad Principles for Federal Reserve Banks in Evaluating Whether to Permit Eligible Institutions to Access Federal Reserve Bank Accounts or Services
Sullivan & Cromwell LLP - May 6, 2021
Blog Posts
May 6, 2021
Blog Posts
May 6, 2021
Publications
May 5, 2021
Publications
May 3, 2021
S&C Memos
May 3, 2021
New York Legislation Addressing LIBOR Cessation
Issuers Should Review Structured Instruments to Identify any Mismatch in Payments Arising From Differing State Laws
Sullivan & Cromwell LLP - May 3, 2021
S&C Memos
April 30, 2021
Second Circuit Clarifies Standard for Article III Standing In Data Breach Actions
Court Adopts Factors to Evaluate Whether an Increased Risk of Future Harm Resulting From a Data Breach Confers Standing
Sullivan & Cromwell LLP - April 30, 2021
Publications
April 29, 2021
S&C Memos
April 29, 2021
New York State Department of Financial Services Releases Report on SolarWinds Cyber Espionage Attack
Report Characterizes Attack as a “Wake-up” Call, Recommends Cybersecurity Measures for Financial Services Industry
Sullivan & Cromwell LLP - April 29, 2021
Publications
April 26, 2021
Publications
April 20, 2021
S&C Memos
April 22, 2021
Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors
State’s Highest Court Refuses to Find Exception to Application of Statute in Favor of “Inherent Fairness” Where Target Board Agrees to Merger With a Controlling Stockholder
Sullivan & Cromwell LLP - April 22, 2021
S&C Memos
April 22, 2021
U.S. Supreme Court Holds That the Federal Trade Commission Cannot Obtain Monetary Relief Under Section 13(b) of the Federal Trade Commission Act
The Ruling Could Significantly Impact the FTC’s Enforcement Program
Sullivan & Cromwell LLP - April 22, 2021
S&C Memos
April 21, 2021
Fair Lending—Renewed Emphasis?
CFPB and DFS Issuances Signal Potential Renewed Emphasis on Addressing Sex-Based Discrimination in Lending
Sullivan & Cromwell LLP - April 21, 2021
Publications
April 16, 2021
Publications
April 16, 2021
S&C Memos
April 8, 2021
ESG Update: EU Business and Human Rights Developments
EU Parliament Proposes Mandatory Due Diligence and Corporate Accountability Legislation; EU Also Establishes Global Human Rights Sanctions Regime; European Countries and Courts Take Other Steps on Corporate ESG Accountability
Sullivan & Cromwell LLP - April 8, 2021
S&C Memos
April 6, 2021
Supreme Court Holds That Google’s Copying of Java Software Constitutes “Fair Use”
Reversing the Federal Circuit, Supreme Court Holds That Google’s “Limited Copying” of Java SE Was a Transformative Fair Use
Sullivan & Cromwell LLP - April 6, 2021
S&C Memos
April 6, 2021
Delaware Chancery Court Strikes Down “Unprecedented” Poison Pill
Poison Pill Provision Insufficient to Survive Unocal Scrutiny if Perceived Threat Is Only Hypothetical and the Provision is so Broad as to Abrogate Potentially Innocuous Exercise of Shareholder Rights
Sullivan & Cromwell LLP - April 6, 2021
Publications
April 6, 2021
Articles
April 6, 2021
Publications
April 5, 2021
Publications
April 1, 2021
S&C Memos
April 1, 2021
Delaware Courts Issue Series of Pro-Policyholder D&O Insurance Decisions
Dole Litigation Results in Important Decisions Favoring Policyholders in D&O Coverage Litigation, Including Delaware Supreme Court Decision on Choice of Law, Insurability and Allocation
Sullivan & Cromwell LLP - April 1, 2021
Articles
April 1, 2021
S&C Memos
April 1, 2021
New York Department of Financial Services Issues Insurance Circular Letter on Diversity and Corporate Governance
DFS Announces New Actions to Promote Diversity, Equity and Inclusion in the Insurance Industry
Sullivan & Cromwell LLP - April 1, 2021
S&C Memos
April 1, 2021
What Employers Need to Know About the Changing Antitrust Ramifications of No-Poach Agreements and Other Agreements Affecting Employee Compensation
DoJ Follows Through on 2016 Change in Enforcement Policy and Alleges Criminal Violations of the Antitrust Laws Arising from Wage-Fixing Agreements and No-Poach Agreements in Three Recent Indictments
Sullivan & Cromwell LLP - April 1, 2021
S&C Memos
March 31, 2021
New York Department of Financial Services Issues Proposed Guidance on Financial Risks of Climate Change for Insurers
Detailed Guidance Would Establish Expectation That Insurers Integrate Consideration of Climate Risks Into Governance, Operations, Risk Management, Scenario Analysis and Disclosure
Sullivan & Cromwell LLP - March 31, 2021
S&C Memos
March 31, 2021
Changes to UK Takeover Code
Most Significant Changes in a Decade Made as Regulatory Scrutiny of M&A Intensifies Worldwide
Sullivan & Cromwell LLP - March 31, 2021
S&C Memos
March 31, 2021
EU Merger Control
European Commission Extends Jurisdiction to Non-Reportable Transactions
Sullivan & Cromwell LLP - March 31, 2021
Publications
March 29, 2021
S&C Trading & Markets – Surveillance and Enforcement Trends
March 29, 2021
Publications
March 24, 2021
Blog Posts
March 23, 2021
Articles
March 23, 2021
Publications
March 22, 2021
S&C Memos
March 22, 2021
The American Rescue Plan Act—Key Employer Takeaways
The Rescue Plan Extends COVID-19-Related Unemployment Benefits and Payroll Tax Credits for Voluntary Provided Leave Under the FFCRA, and Creates New COBRA Subsidy and Notice Requirements for Employers
Sullivan & Cromwell LLP - March 22, 2021
S&C Memos
March 19, 2021
EU Authorities Propose Mandatory Sustainability-Related Key Performance Indicator (KPI) Reporting for EU Companies
Sullivan & Cromwell LLP - March 19, 2021
S&C Memos
March 19, 2021
SEC Focuses on Potential Updates to U.S. Climate Change Disclosure Requirements
SEC Issues Wide-Ranging Request for Public Input to Inform Potential Rulemaking on Climate Change Disclosure Requirements for U.S. Registrants
Sullivan & Cromwell LLP - March 19, 2021
S&C Memos
March 18, 2021
FinCEN Notice on Efforts Related to Trade in Antiquities and Art
FinCEN Informs Financial Institutions of New AML Measures to Combat the Illegal Trade in Antiquities and Art
Sullivan & Cromwell LLP - March 18, 2021
Publications
March 17, 2021
Blog Posts
March 17, 2021
Articles
March 16, 2021
S&C Memos
March 15, 2021
French Government Renews Measures Regarding Shareholder and Board Meetings in the Context of the COVID-19 Pandemic
Sullivan & Cromwell LLP - March 15, 2021
S&C Memos
March 11, 2021
Virginia Consumer Data Protection Act
Virginia Is the Second State to Enact Comprehensive Privacy Legislation in the U.S.
Sullivan & Cromwell LLP - March 11, 2021
Publications
March 9, 2021
Publications
March 8, 2021
Articles
March 5, 2021
S&C Memos
March 4, 2021
March 2021 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - March 4, 2021
Publications
March 4, 2021
S&C Memos
March 3, 2021
U.K. Listing Review Recommends Material Reforms to the U.K. Listing Regime
The U.K. Government has Published a Wide-Ranging Review of the U.K. Listing Regime. The Review Recommends a Number of Material Reforms to the U.K.’s Listing Regime to Facilitate Capital-Raising on the London Market with a View to Enhancing the Attractiveness of London as a Potential Listing Venue, in Particular for Growth Companies and SPACs
Sullivan & Cromwell LLP - March 3, 2021
Books
March 2, 2021
S&C Memos
March 1, 2021
Coronavirus Aid, Relief, and Economic Security Act—U.S. Department of Labor Issues Guidance on Unemployment Provisions
The Guidance Letters Provide Details on How the Several Expanded Unemployment Benefits Programs Relate to Each Other and Will Be Applied Separately
Sullivan & Cromwell LLP - March 1, 2021
Articles
February 22, 2021
S&C Memos
February 17, 2021
Review of the Federal Reserve’s Approach to Bank Mergers
Sullivan & Cromwell LLP - February 17, 2021
Publications
February 17, 2021
Publications
February 16, 2021
S&C Critical Insights — Hot Topics in Healthcare Antitrust
February 16, 2021
S&C Memos
February 12, 2021
SEC Again Separates Consideration of Enforcement Settlements and Waivers of Collateral Consequences
The Policy Change Means That the Commission Will No Longer Consider Settlement Offers Conditioned on Granting a Waiver
Sullivan & Cromwell LLP - February 12, 2021
S&C Memos
February 12, 2021
New York Department of Financial Services Issues Cyber Insurance Risk Framework
The DFS Issues Guidance to Insurers on Best Practices to Manage Their Cyber Insurance Risk
Sullivan & Cromwell LLP - February 12, 2021
Articles
February 12, 2021
S&C Litigators Author Law360 Article on Grand Jury Secrecy Exceptions
February 12, 2021
S&C Memos
February 11, 2021
Anti-Money Laundering Act of 2020
Corporate Transparency Act: Beneficial Ownership Reporting and Disclosure
Sullivan & Cromwell LLP - February 11, 2021
Publications
February 10, 2021
Publications
February 9, 2021
S&C Trading & Markets – What's Next for Enforcement at the SEC?
February 9, 2021
S&C Memos
February 9, 2021
Key Considerations for Fiscal Year 2020 Form 10-K and 20-F Filings
Disclosure Trends and Form Considerations for Issuers Preparing Filings for Fiscal Year 2020
Sullivan & Cromwell LLP - February 9, 2021
S&C Memos
February 8, 2021
BlackRock and State Street Update Proxy Voting Guidelines
Focus on Diversity and Climate Change
Sullivan & Cromwell LLP - February 8, 2021
S&C Memos
February 8, 2021
FinCEN–2020 Year in Review
FinCEN Developments in 2020 Signal Coming Changes to the AML Regime, Continue to Alert Financial Institutions to Evolving Threats, and Emphasize Individual Accountability for AML Failures
Sullivan & Cromwell LLP - February 8, 2021
S&C Memos
February 8, 2021
New Antitrust Bill Would Strengthen Regulators’ Powers to Block Mergers and Acquisitions
In Numerous Transactions, Burden of Proof Would Shift to Merging Companies, Instead of Regulators
Sullivan & Cromwell LLP - February 8, 2021
Articles
February 4, 2021
Publications
February 3, 2021
Blog Posts
February 3, 2021
Updated: OSHA Issues General Guidance on Returning to Work
February 3, 2021
Articles
February 2, 2021
S&C Memos
February 2, 2021
Blog Posts
February 2, 2021
S&C Memos
February 1, 2021
Treasury and IRS Release Final Regulations Under the “Carried Interest” Rules of Section 1061
Final Regulations Largely Conform to Proposed Regulations, but with Taxpayer-Friendly Modifications
Sullivan & Cromwell LLP - February 1, 2021
Blog Posts
January 26, 2021
Articles
January 25, 2021
Publications
January 22, 2021
S&C Memos
January 22, 2021
CFTC Approves NFA’s Swap Dealer Model Review Process
CFTC Issues Letter Authorizing the NFA’s Review Process for Approving Swap Dealer Internal Models
Sullivan & Cromwell LLP - January 22, 2021
S&C Memos
January 21, 2021
German Antitrust Law
Major German Competition Law Reform Introduces Merger Control Changes and Claims Role as Leading Tech Antitrust Enforcer
Sullivan & Cromwell LLP - January 21, 2021
S&C Memos
January 15, 2021
DOJ Favorably Reviews University Patent Pool
Novel, Non-SEP Patent Pool Formed by 15 Leading Research Universities, Advised by Sullivan & Cromwell, Receives Favorable Business Review from DOJ
Sullivan & Cromwell LLP - January 15, 2021
S&C Memos
January 15, 2021
SEC Proposes Amendments to Rule 144 Holding Period and Form 144 Filings
Proposal Would Eliminate “Tacking” for Securities Acquired Upon the Conversion or Exchange of Certain Market-Adjustable Securities of Unlisted Issuers and Amend the Form 144 Filing Requirements
Sullivan & Cromwell LLP - January 15, 2021
S&C Memos
January 13, 2021
Corporate Political Contributions
Stakeholder Interest in Contribution and Lobbying Policies Has Been Increasing for Years, but Recent Events Have Caused Companies to Rapidly Re-Examine Approaches to Political Giving
Sullivan & Cromwell LLP - January 13, 2021
S&C Memos
January 13, 2021
Department of Labor Finalizes Independent Contractor Classification Rule
“Economic Reality” Test Provides More Predictability as to When Workers Would Be Considered Employees or Independent Contractors, but the Biden Transition Team Has Announced Plans to “Potentially Freeze” the Rule Before it Takes Effect
Sullivan & Cromwell LLP - January 13, 2021
Articles
January 12, 2021
Articles
January 11, 2021
S&C Litigators Author Practical Law Guide to Navigating SLUSA
January 11, 2021
Articles
January 8, 2021
Steve Peikin Authors Law360 Article on SEC Enforcement Approach
January 8, 2021
S&C Memos
January 5, 2021
COVID-19 “Phase IV” Stimulus
Latest Stimulus Legislation Provides Additional Coronavirus Relief
Sullivan & Cromwell LLP - January 5, 2021
S&C Memos
January 3, 2021
Congress Expressly Authorizes SEC Disgorgement and Extends Limitations Periods
Congress Provides the SEC with Legislative Relief from the Supreme Court’s Decisions in Kokesh v. SEC and Liu v. SEC
Sullivan & Cromwell LLP - January 3, 2021
S&C Memos
December 31, 2020
COVID-19 Phase IV Stimulus Package—Key Employer Takeaways
The Consolidated Appropriations Act, 2021 Includes Provisions Extending COVID-19-Related Unemployment Benefits and Certain Tax Incentives for Employers
Sullivan & Cromwell LLP - December 31, 2020
S&C Memos
December 31, 2020
OFAC Issues New Guidance on Sanctions Targeting Communist Chinese Military Companies
OFAC Clarifies the Scope of E.O. 13959 with New FAQs and Issues Communist Chinese Military Companies List
Sullivan & Cromwell LLP - December 31, 2020
S&C Memos
December 29, 2020
Regulation of Industrial Bank Parent Companies
FDIC Adopts Final Rule Requiring Certain Conditions and Commitments for Insured Industrial Banks or Industrial Loan Companies With Parents That are not Subject to Regulation by the Federal Reserve Board
Sullivan & Cromwell LLP - December 29, 2020
S&C Memos
December 29, 2020
Brokered Deposits
FDIC Adopts Final Rule Updating its Brokered Deposits Regulations
Sullivan & Cromwell LLP - December 29, 2020
S&C Memos
December 28, 2020
What Does Brexit Mean for You?
Sullivan & Cromwell LLP - December 28, 2020
S&C Memos
December 23, 2020
SEC Adopts New Derivatives Framework for Registered Investment Companies and Business Development Companies
New Rule and Related Amendments Modernize Derivatives Regime and Streamline Fund Requirements
Sullivan & Cromwell LLP - December 23, 2020
S&C Memos
December 23, 2020
Allied Properties Privatization
The Court of Appeal Sanctioned the Scheme and Reversed the Lower Court’s Decision
Sullivan & Cromwell LLP - December 23, 2020
S&C Memos
December 22, 2020
SEC Adopts Rules Implementing “Resource Payments” Disclosure Requirements of the Dodd-Frank Act
Final Rules Require Oil, Gas and Mining Companies to Disclose Payments Made to Governments for Resource Development
Sullivan & Cromwell LLP - December 22, 2020
S&C Memos
December 22, 2020
CFTC Cross-Border Swaps Rule
Review of CFTC Final Rule Covering Cross-Border Swaps Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - December 22, 2020
S&C Memos
December 22, 2020
S&C Memos
December 22, 2020
Federal Banking Agencies Propose Cyber Incident Notification Requirements
Proposal Would Require Banking Organizations to Notify Primary Federal Regulator of Significant Incidents Within 36 Hours; Bank Service Providers to Notify Any Affected Bank Immediately
Sullivan & Cromwell LLP - December 22, 2020
S&C Memos
December 21, 2020
SEC Announces the Creation of the Security-Based Swaps Joint Venture
Joint Venture to Be Led by Division of Examinations and Division of Trading and Markets
Sullivan & Cromwell LLP - December 21, 2020
S&C Memos
December 21, 2020
Irish Data Protection Commission Fines Twitter for Failures in Notifying Data Breach
DPC Finds Twitter’s Irish Subsidiary Had Constructive Knowledge of a Personal Data Breach Through its Processor, and Thus Failed to Notify in a Timely Manner and to Adequately Document the Breach
Sullivan & Cromwell LLP - December 21, 2020
S&C Memos
December 21, 2020
Delaware Supreme Court Affirms Order to Produce Documents and Submit to Deposition in Section 220 Litigation
Section 220 Demand Need Not State an Ultimate Objective When Investigating Corporate Wrongdoing, and Stockholders Need Not Show Possible Wrongdoing Is Actionable
Sullivan & Cromwell LLP - December 21, 2020
Blog Posts
December 21, 2020
S&C Memos
December 20, 2020
EU Antitrust Law
Regulating Big Tech: The Draft EU Platform and Online Content Legislation Reveals an Ambitious Plan
Sullivan & Cromwell LLP - December 20, 2020
S&C Memos
December 18, 2020
COVID-19 Vaccine Policies—What Employers Should Know
U.S. Legal Considerations Regarding Implementing a COVID-19 Vaccine Policy, Including the EEOC’s Recent Guidance
Sullivan & Cromwell LLP - December 18, 2020
Books
December 18, 2020
S&C Memos
December 17, 2020
Anti-Money Laundering Act of 2020
New Legislation to Implement Comprehensive Modernization and Reform of the US AML/CFT Regime
Sullivan & Cromwell LLP - December 17, 2020
S&C Memos
December 17, 2020
COVID-19 Pandemic—California’s OSHA Adopts Temporary, Emergency COVID-19 Regulations
The Regulations Require Employers to Establish and Maintain a Written COVID-19 Prevention Program to Reduce Workplace Exposure to COVID-19
Sullivan & Cromwell LLP - December 17, 2020
S&C Memos
December 16, 2020
CFTC Electronic Trading Rules
CFTC Adopts Final Rule on Electronic Trading Risk Principles
Sullivan & Cromwell LLP - December 16, 2020
S&C Memos
December 14, 2020
Nasdaq Proposes Board Diversity Requirements
Proposed Rule Would Require Companies to Maintain at Least Two Diverse Directors or Explain Why They Do Not Meet That Standard
Sullivan & Cromwell LLP - December 14, 2020
S&C Memos
December 14, 2020
SEC Adopts New Rule to Modernize Fund Valuation Framework
New Rule 2a-5 Under the Investment Company Act of 1940 Establishes Requirements for the Determination of Fair Value for Fund Investments, Codifies the Ability of Fund Boards to Designate a Valuation Designee to Perform Fair Valuation Determinations, and Rescinds Certain Existing Guidance
Sullivan & Cromwell LLP - December 14, 2020
Publications
December 8, 2020
S&C Critical Insights – Annual Overview of Activism Trends
December 8, 2020
S&C Memos
December 8, 2020
Court Rules That College Admission Slots Are Not “Property” Under the Federal Mail and Wire Fraud Statutes
Massachusetts District Court Interprets Wire Fraud Statute More Narrowly Following Supreme Court’s Kelly Decision
Sullivan & Cromwell LLP - December 8, 2020
Blog Posts
December 4, 2020
S&C Memos
December 4, 2020
Delaware Court Issues Important COVID-Related M&A Opinion
COVID-19 Effects Do Not Qualify as Material Adverse Effect; Buyer May, However, Terminate For Breach of Interim Operating Covenants
Sullivan & Cromwell LLP - December 4, 2020
S&C Memos
December 3, 2020
Renewables Update—Key Considerations for Renewables Transactions
Renewables M&A Series – Part 3
Sullivan & Cromwell LLP - December 3, 2020
S&C Memos
December 3, 2020
SEC Proposes to Extend Participation in Compensatory Offerings to “Platform Workers” Under Rule 701 and Form S-8
Proposed Temporary Rules Would Permit Corporations, for Five Years, to Use Rule 701 and Form S-8 to Compensate and Make Registered Securities Offerings to Certain Platform Workers and Also Proposes to Simplify and Modernize the Framework for Compensatory Offerings
Sullivan & Cromwell LLP - December 3, 2020
S&C Memos
December 2, 2020
Review and Analysis of 2020 U.S. Shareholder Activism
Sullivan & Cromwell LLP - December 2, 2020
Newsletters
December 1, 2020
European M&A and Corporate Governance Hot Topics Update – December 2020
Sullivan & Cromwell LLP - December 1, 2020
S&C Memos
December 1, 2020
LIBOR Transition
LIBOR Benchmark Administrator Proposes Extending Publication of Widely Used USD LIBOR Settings to June 30, 2023; Federal Banking Agencies Issue Guidance that Banks Should Generally Cease Entering Into New Contracts Referencing USD LIBOR by End of 2021, and Observes the Extended Date Will Facilitate the Roll-Off of Legacy Contracts
Sullivan & Cromwell LLP - December 1, 2020
S&C Memos
November 25, 2020
SEC Permits Use of Electronic Signatures
The SEC Adopts Amendments to Rule 302 of Regulation S-T and the EDGAR Filer Manual to Allow Signatories to Use Electronic Signatures to “Sign” EDGAR Filings
Sullivan & Cromwell LLP - November 25, 2020
Articles
November 23, 2020
S&C Memos
November 23, 2020
SEC Adopts Amendments to Regulation S-K
Amendments to Regulation S-K Modernize, Simplify and Enhance MD&A and Other Financial Disclosures
Sullivan & Cromwell LLP - November 23, 2020
Blog Posts
November 19, 2020
California Takes Action to Curb COVID-19 Transmission
November 19, 2020
S&C Memos
November 19, 2020
Renewables and Hydrogen Update—U.S. Market and Regulatory Developments
Renewables Series – Part 2
Sullivan & Cromwell LLP - November 19, 2020
Publications
November 17, 2020
S&C Critical Insights – An Overview of the Equator Principles 4
November 17, 2020
S&C Memos
November 17, 2020
SEC Fines Investment Advisers and Broker-Dealers in Connection With Exchange-Traded Products Initiative
Charges Against Five Firms Highlight Division of Enforcement’s Initiative Concerning Risks of Complex Exchange-Traded Products
Sullivan & Cromwell LLP - November 17, 2020
S&C Memos
November 17, 2020
U.S. Economic Sanctions Targeting Chinese Military Companies
New Executive Order Prohibits U.S. Persons from “Transacting” in Publicly Traded Securities of “Communist Chinese Military Companies”
Sullivan & Cromwell LLP - November 17, 2020
Publications
November 13, 2020
S&C Memos
November 12, 2020
UK National Security and Investment Bill
UK Government Strengthens Powers to Intervene in Direct and Indirect Acquisitions of UK Companies, Assets and IP on National Security Grounds
Sullivan & Cromwell LLP - November 12, 2020
S&C Memos
November 9, 2020
Renewables Update: Current Market Overview and European Developments
Renewables Series – Part 1
Sullivan & Cromwell LLP - November 9, 2020
Publications
November 6, 2020
S&C Critical Insights – Project Finance Trends in Latin America
November 6, 2020
S&C Memos
November 5, 2020
OFAC Advisory on Sanctions Risks Arising From Transacting in High-Value Artwork
Advisory Highlights Risks Relating to the Involvement of “Blocked Persons” in Transactions in the High-Value Art Market
Sullivan & Cromwell LLP - November 5, 2020
S&C Memos
November 4, 2020
CFTC Adopts Final Rule for Position Limits
The Final Rule Applies Federal Position Limits to Additional Futures Contracts and Economically Equivalent Swaps, Raises Limits on Legacy Agricultural Contracts and Generally Expands Exemptions from Position Limits, Among Other Changes
Sullivan & Cromwell LLP - November 4, 2020
S&C Memos
November 3, 2020
SEC’s Division of Enforcement 2020 Annual Report Indicates Strong Enforcement Results Despite COVID-19 Challenges
Sullivan & Cromwell LLP - November 3, 2020
Publications
November 2, 2020
S&C Memos
October 29, 2020
The Curious Case of the Allied Properties Privatization
A Practitioner’s View
Sullivan & Cromwell LLP - October 29, 2020
Publications
October 28, 2020
Articles
October 26, 2020
S&C Memos
October 21, 2020
ISS Releases FAQ on U.S. Compensation Policies and the COVID-19 Pandemic
Adjustments to annual incentive programs such as changes to metrics, performance targets or measurement periods or replacement with one-time discretionary payments may be viewed as reasonable responses
Particular scrutiny on above target payouts under modified annual incentive programs and changes to currently in-progress equity or long-term incentive cycles
Sullivan & Cromwell LLP - October 21, 2020
S&C Memos
October 20, 2020
SEC Proposes Exemption from Broker-Dealer Registration for “Finders”
Many Conditions Would Attach to the Proposed Exemption, Including a Requirement That Finders Be Natural Persons
Sullivan & Cromwell LLP - October 20, 2020
Publications
October 19, 2020
S&C Memos
October 19, 2020
SEC Adopts Final Rule to Update the Regulatory Framework for Fund of Funds Arrangements
Final Rule Establishes Rules-Based Regime to Permit Funds to Acquire Shares of Other Funds in Excess of Limits in Section 12(d)(1) of the Investment Company Act
Sullivan & Cromwell LLP - October 19, 2020
S&C Memos
October 15, 2020
New York DFS Calls for Regulation of Social Media Platforms
New York State Department of Financial Services Calls for Regulation of Social Media Platforms in Report on Investigation of Twitter Hack
Sullivan & Cromwell LLP - October 15, 2020
Publications
October 13, 2020
S&C Memos
October 12, 2020
Department of Justice Cryptocurrency Enforcement Framework
DOJ Calls for Increased Interagency and International Cooperation in Enforcing Virtual Currency Regulations.
Sullivan & Cromwell LLP - October 12, 2020
Articles
October 5, 2020
S&C Memos
October 2, 2020
Treasury Department Issues Advisories on Ransomware Attacks
FinCEN and OFAC Advisories Highlight Risks Associated With Ransomware Payments as Well as “Red Flags” and Reporting Requirements for Ransomware Attacks
Sullivan & Cromwell LLP - October 2, 2020
Publications
October 5, 2020
S&C Memos
October 1, 2020
California Expands Board Diversity Requirements
New Minimum Requirements Build Upon Existing Law Mandating Female Representation
Sullivan & Cromwell LLP - October 1, 2020
S&C Memos
October 1, 2020
DOJ and SEC Continue Insider Trading Enforcement
DOJ and SEC Bring Insider Trading Charges Against Index Manager
Sullivan & Cromwell LLP - October 1, 2020
S&C Memos
September 30, 2020
Federal Reserve Releases Frequently Asked Questions on Final Rule for Determining “Control”
Federal Reserve Issues Frequently Asked Questions Relating to the Final Rule Revising the “Controlling Influence” Prong of the Federal Reserve’s Control Rules
Sullivan & Cromwell LLP - September 30, 2020
S&C Memos
September 30, 2020
SEC Enhances Whistleblower Program
New Rules Aim to “Properly Award Whistleblowers to the Maximum Extent Appropriate”
Sullivan & Cromwell LLP - September 30, 2020
S&C Memos
September 30, 2020
SEC Modernizes Shareholder Proposal Requirements
New Rule Finalizes More Stringent Minimum Shareholding and Resubmission Requirements for Shareholder Proposals and Will Be Effective for 2022 Proxy Season
Sullivan & Cromwell LLP - September 30, 2020
Blog Posts
September 29, 2020
New York State Sick Leave Goes Into Effect September 30, 2020
September 29, 2020
S&C Memos
September 29, 2020
Proposed Amendments to HSR Rules Would Impact Hostile Acquirers, Activist Investors, Investment Funds and MLPs
Sullivan & Cromwell LLP - September 29, 2020
Blog Posts
September 28, 2020
S&C Memos
September 28, 2020
Hydrogen—Recent Developments in Hydrogen Projects
Hydrogen Series – Part 2
Sullivan & Cromwell LLP - September 28, 2020
S&C Memos
September 28, 2020
Recent Trends in Governance Documents
Sullivan & Cromwell LLP - September 28, 2020
S&C Memos
September 25, 2020
SEC Finalizes Rules Updating Statistical Disclosure Requirements for Banking Registrants
Final Rules 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 25, 2020
S&C Memos
September 24, 2020
Stablecoin Activities by National Banks
OCC Interpretive Letter Confirms National Bank Authority to Hold Stablecoin Reserves
Sullivan & Cromwell LLP - September 24, 2020
S&C Memos
September 23, 2020
Hydrogen – Fuel of the Future or Just Hot Air?
Hydrogen Series – Part 1
Sullivan & Cromwell LLP - September 23, 2020
Blog Posts
September 23, 2020
S&C Memos
September 21, 2020
Another Court Dismisses PPP Agent Fee Action
Sullivan & Cromwell LLP - September 21, 2020
S&C Memos
September 21, 2020
Implementation of Department of Commerce Prohibitions on Transactions Related to TikTok and WeChat Delayed
Prohibitions on Transactions Related to TikTok Delayed Until September 27 Following President’s Approval of Transaction with Oracle and Walmart; Prohibitions on Transactions Related to WeChat Delayed Temporarily Following United States District Court’s Preliminary Injunction
Sullivan & Cromwell LLP - September 21, 2020
S&C Memos
September 17, 2020
U.S. Department of Labor Issues Regulations Implementing the Families First Coronavirus Response Act’s Leave Provisions
Sullivan & Cromwell LLP - September 17, 2020
Blog Posts
September 17, 2020
Blog Posts
September 17, 2020
Blog Posts
September 17, 2020
Blog Posts
September 17, 2020
Publications
September 16, 2020
Articles
September 16, 2020
Blog Posts
September 16, 2020
Publications
September 14, 2020
S&C Publishes “Securities Enforcement and Litigation Update”
September 14, 2020
S&C Memos
September 11, 2020
Antitrust Division Issues Update to 2015 Business Review Letter on IEEE Guidance for Standard-Essential Patents
Update to 2015 Business Review Letter to IEEE Provides Further Evidence That the Antitrust Division Seeks to Have Market Forces—Rather Than Pre-Set Rules—Impact the Terms of Licenses for Standard Essential Patents
Sullivan & Cromwell LLP - September 11, 2020
Blog Posts
September 11, 2020
Department of Labor’s “Joint Employer” Rule Is Struck Down
September 11, 2020
Blog Posts
September 11, 2020
S&C Memos
September 11, 2020
U.S. Department of Labor Releases Proposed Regulations Regarding Plan Fiduciary Proxy Voting
Sullivan & Cromwell LLP - September 11, 2020
S&C Memos
June 4, 2021
EEOC Releases Updated Guidance to Employers Regarding ADA-Compliant Practices During the COVID-19 Crisis
The Updated EEOC Guidance Provides Further Clarity for Employers Concerning the ADA and COVID-19
Sullivan & Cromwell LLP - June 4, 2021
S&C Memos
September 9, 2020
CFTC Capital Requirements
CFTC Adopts Final Rule Implementing Capital Requirements for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - September 9, 2020
S&C Memos
September 4, 2020
West v. ACRE—California Superior Court Refuses Enforcement of Forum Selection Provision Designating Delaware Court of Chancery as Violating Plaintiff’s Right to Trial by Jury
The Los Angeles County Superior Court’s Decision Calls into Question Continued Enforceability by California Courts in Actions at Law of Provisions That Designate Forums Without Trials by Jury
Sullivan & Cromwell LLP - September 4, 2020
Publications
September 2, 2020
S&C Memos
August 31, 2020
SEC Finalizes Amendments to “Accredited Investor” Definition
Amendments Expand Persons and Categories of Entities That Qualify as Accredited Investors
Sullivan & Cromwell LLP - August 31, 2020
Publications
August 31, 2020
S&C Memos
August 31, 2020
SEC Adopts Amendments to Regulation S-K Disclosure Requirements
Amendments Make Disclosures of Business and Risk Factors More Principles-Based, Add a New Human Capital Disclosure Requirement and Update Certain Requirements for Disclosure of Legal Proceedings
Sullivan & Cromwell LLP - August 31, 2020
S&C Memos
August 27, 2020
August 2020 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - August 27, 2020
Publications
August 27, 2020
S&C Memos
August 27, 2020
UK Supreme Court Unanimously Upholds Lower Court’s Worldwide FRAND Royalty Rate Determination
Decision Establishes Authority of UK Courts to Set Global FRAND License Terms and Provides Other Important Guidance to SEP Owners and Implementers
Sullivan & Cromwell LLP - August 27, 2020
Blog Posts
August 27, 2020
Publications
August 21, 2020
Publications
August 21, 2020
Articles
August 21, 2020
S&C IP Lawyers Author IAM Article on Blockchain and Patent Risk
August 21, 2020
Blog Posts
August 19, 2020
S&C Memos
August 17, 2020
Court Dismisses PPP Agent Fee Action
Sullivan & Cromwell LLP - August 17, 2020
Publications
August 14, 2020
S&C Memos
August 14, 2020
CFTC Continues Insider Trading Enforcement
NYMEX and Two Ex-Staffers to Pay $4M Fine in CFTC Settlement
Sullivan & Cromwell LLP - August 14, 2020
S&C Memos
August 13, 2020
SEC Proposes to Modernize Fund Shareholder Reports and Disclosures
Proposed Amendments Would Modify the Disclosure Framework for Mutual Funds and Exchange-Traded Funds to Create a New Layered Disclosure Approach to Highlight Key Information for Retail Investors
Sullivan & Cromwell LLP - August 13, 2020
S&C Memos
August 12, 2020
Coronavirus Aid, Relief, and Economic Security Act—Key Employer Takeaways
Sullivan & Cromwell LLP - August 12, 2020
S&C Memos
August 12, 2020
Ninth Circuit Holds That Qualcomm’s Patent Licensing Program Does Not Violate U.S. Antitrust Law
Reversing District Court, Court of Appeals Finds That Qualcomm Did Not Have an Antitrust Duty to Deal with Rival Chipmakers and That Qualcomm’s Licensing Practices Were Not Unlawfully Anticompetitive
Sullivan & Cromwell LLP - August 12, 2020
Publications
August 11, 2020
Articles
August 7, 2020
S&C Memos
August 6, 2020
IRS Issues Final and Proposed Regulations on Section 163(j) Interest Deduction Limitation
Final Regulations Adopt 2018 Proposed Regulations With Key Modifications
Sullivan & Cromwell LLP - August 6, 2020
S&C Memos
August 6, 2020
Treasury and IRS Release Proposed Regulations Under the “Carried Interest” Rules of Section 1061
Proposed Regulations Resolve Several Ambiguities Under the Statute
Sullivan & Cromwell LLP - August 6, 2020
S&C Memos
August 5, 2020
Federal Reserve Finalizes Amendments to CSI and FOIA Regulations
Changes Clarify and Update Rules Governing the Protection and Disclosure of CSI and Other Nonpublic Information
Sullivan & Cromwell LLP - August 5, 2020
Publications
August 3, 2020
S&C Memos
October 7, 2020
COVID-19 Pandemic—California Publishes “Employer Playbook for a Safe Reopening”
The Employer Playbook Sets Forth Guidance to Help Employers Prepare for Reopening Their Businesses and Support a Safe, Clean Working Environment
Sullivan & Cromwell LLP - October 7, 2020
S&C Memos
July 31, 2020
New York State Department of Financial Services Announces First Enforcement Action Under Cybersecurity Regulations
Action Against Title Insurance Company Based on Asserted Failure to Protect Tens of Millions of Documents Containing Sensitive Consumer Information
Sullivan & Cromwell LLP - July 31, 2020
Publications
July 29, 2020
S&C Memos
July 28, 2020
Trends in U.S. Director Compensation
Sullivan & Cromwell LLP - July 28, 2020
S&C Memos
July 28, 2020
SEC Adopts New Rules for Proxy Advisors and Provides Supplemental Guidance on Voting Responsibilities of Investment Advisers
Proxy Advisors Required to Provide Notice of Company Responses to Recommendations and Comprehensive Disclosure of Conflicts of Interest
Sullivan & Cromwell LLP - July 28, 2020
S&C Memos
July 27, 2020
France Temporarily Increases Level of Scrutiny for Foreign Investments in French Strategic Listed Entities
Until December 31, 2020, Non-EU/EEA Investors Crossing the 10% Threshold in Voting Rights of French Strategic Listed Entities Will Be Covered by the French Screening Regime
Sullivan & Cromwell LLP - July 27, 2020
Publications
July 24, 2020
S&C Memos
July 24, 2020
Enforcement of Economic Sanctions
U.S. Government Takes Civil and Criminal Enforcement Actions Against Non-U.S. Company for Violation of North Korea Sanctions Based on Use of U.S. Financial System
Sullivan & Cromwell LLP - July 24, 2020
S&C Memos
July 24, 2020
OCC Proposes a Rule to Establish When a Bank Is the “True Lender” of a Loan
Proposed Rule Would Facilitate Use of Bank-Partnership Model in the Fintech Industry
Sullivan & Cromwell LLP - July 24, 2020
S&C Memos
July 23, 2020
Custody of Crypto Assets by National Banks
OCC Interpretive Letter Confirms National Bank Authority to Provide Cryptocurrency Custody Services
Sullivan & Cromwell LLP - July 23, 2020
S&C Memos
July 23, 2020
GAO Report on Financial Company Bankruptcies
GAO Releases Fifth Report Under Dodd-Frank Act Examining the Bankruptcy and Orderly Liquidation Process for Financial Companies Under the Bankruptcy Code
Sullivan & Cromwell LLP - July 23, 2020
S&C Memos
July 22, 2020
2020 Proxy Season Review Part 2—Say-on-Pay Votes and Equity Compensation
Sullivan & Cromwell LLP - July 22, 2020
S&C Memos
July 22, 2020
Amendments to Delaware’s General Corporation Law
Affecting Emergency Bylaws, Indemnification and Other Matters
Sullivan & Cromwell LLP - July 22, 2020
S&C Memos
July 22, 2020
FDIC Requests Comments on Potential Program to Promote Banks’ Use of New Technologies
FDIC Requests Information and Comment Relating to the Potential Establishment of a Standards-Based Voluntary Certification Framework to Facilitate Banks’ Use of Financial Technology
Sullivan & Cromwell LLP - July 22, 2020
Publications
July 21, 2020
S&C Memos
July 20, 2020
European Court of Justice Further Restricts Data Transfers in Schrems II
EU-US Privacy Shield Invalidated and Adequacy of Standard Contractual Clauses Must be Assessed on a Case-by-Case Basis
Sullivan & Cromwell LLP - July 20, 2020
Publications
July 17, 2020
S&C Memos
July 17, 2020
Publications
July 16, 2020
S&C Memos
July 15, 2020
2020 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals
Sullivan & Cromwell LLP - July 15, 2020
S&C Memos
July 15, 2020
SEC Proposes to Increase the Form 13F Reporting Threshold
Proposal Would Increase the Form 13F Reporting Threshold From $100 Million to $3.5 Billion and Make Other Rule and Form Amendments
Sullivan & Cromwell LLP - July 15, 2020
Blog Posts
July 14, 2020
Articles
July 10, 2020
Articles
July 10, 2020
S&C Memos
July 9, 2020
DOL Formally Reinstates Pre-2016 Fiduciary Rule Regulations and Proposes New Prohibited Transaction Exemption
Proposed Exemption Would Allow Financial Institutions and Their Employees to Receive Otherwise Impermissible Compensation and Engage in Principal Transactions
Sullivan & Cromwell LLP - July 9, 2020
Blog Posts
July 9, 2020
S&C Alerts
July 8, 2020
Articles
July 8, 2020
Newsletters
July 8, 2020
S&C Publishes M&A Hot Topics Quarterly Update – Q2 2020
Sullivan & Cromwell LLP - July 8, 2020
S&C Memos
July 7, 2020
Hong Kong Autonomy Act
U.S. Congress Passes Sanctions Bill in Response to Chinese National Security Law
Sullivan & Cromwell LLP - July 7, 2020
Blog Posts
July 6, 2020
S&C Memos
July 2, 2020
Targeted Resolution Plan Requirements
Federal Reserve and FDIC Provide Information to U.S. G-SIBs Regarding 2021 Targeted Resolution Plans
Sullivan & Cromwell LLP - July 2, 2020
S&C Memos
July 2, 2020
U.S. Antitrust Regulators Publish Final Vertical Merger Guidelines
Vertical Merger Guidelines Issued Outlining Considerations Relevant to Application of the Antitrust Laws to Transactions Combining Assets At Different Levels of a Supply Chain
Sullivan & Cromwell LLP - July 2, 2020
Publications
July 2, 2020
Publications
July 1, 2020
S&C Memos
July 1, 2020
Seila Law v. CFPB — U.S. Supreme Court Removes Limitations on President’s Ability to Remove CFPB Director, but Leaves CFPB Otherwise Intact
Court’s Decision Leaves Open Questions of the Validity of Prior CFPB Actions and the Structure of Other Federal Agencies
Sullivan & Cromwell LLP - July 1, 2020
Blog Posts
July 1, 2020
Articles
July 1, 2020
S&C Memos
July 1, 2020
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - July 1, 2020
S&C Memos
June 30, 2020
New York Proposes Conditional BitLicense
Conditional License Framework Would Allow Entities Without a BitLicense to Engage in Virtual Currency Business Activity in Collaboration with BitLicensees; NYDFS Requests Public Comments
Sullivan & Cromwell LLP - June 30, 2020
Publications
June 30, 2020
Publications
June 29, 2020
S&C Memos
June 29, 2020
Business Continuity Planning Following COVID-19
Considerations for U.S. Public Company Directors
Sullivan & Cromwell LLP - June 29, 2020
S&C Memos
June 29, 2020
DOJ/SEC to Cooperate on Enforcement Matters
Antitrust Division and SEC Execute Memorandum of Understanding to Coordinate Efforts to Increase Competition in Securities Industry
Sullivan & Cromwell LLP - June 29, 2020
Blog Posts
June 29, 2020
S&C Memos
June 29, 2020
U.S. Supreme Court Denies Altera’s Petition for Writ of Certiorari
The U.S. Supreme Court Declines Review of Ninth Circuit Opinion Holding that Stock-Based Compensation Costs Must be Shared under Qualified Cost Sharing Agreements
Sullivan & Cromwell LLP - June 29, 2020
S&C Memos
June 27, 2020
Volcker Rule
Federal Agencies Finalize Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - June 27, 2020
S&C Memos
June 26, 2020
CFTC Electronic Trading Rules
CFTC Releases New Proposed Rule on Electronic Trading Risk Principles and Withdraws Regulation AT Proposal
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 26, 2020
Federal Court Compels the Production of Cybersecurity Firm’s Incident Response Report in Capital One Customer Data Security Breach Litigation
Court Rejects Work Product Protection for Report
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 26, 2020
U.S. Department of Labor Announces Proposal Affecting Plan Fiduciaries and ESG Investments
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 26, 2020
UK Merger Control
UK Government Adds to National Security Intervention Powers
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 25, 2020
SEC Issues Additional COVID-19 Disclosure Guidance
Division of Corporation Finance Provides Additional Disclosure Guidance for Reporting on the Impact of COVID-19 and the Office of the Chief Accountant Issues Statement on the Importance of High-Quality Financial Reporting in Light of COVID-19
Sullivan & Cromwell LLP - June 25, 2020
Publications
June 24, 2020
S&C Memos
June 23, 2020
Liu v. SEC – Supreme Court Upholds (but Limits) SEC’s Authority to Seek Disgorgement in Civil Enforcement Actions
The U.S. Supreme Court Holds That Disgorgement Is “Equitable Relief” the SEC May Seek in Civil Actions, but Curtails Its Scope
Sullivan & Cromwell LLP - June 23, 2020
Publications
June 23, 2020
Publications
June 22, 2020
Publications
June 22, 2020
Publications
June 22, 2020
S&C Memos
June 18, 2020
EU Merger Control
European Commission’s Broad-Brush “Four-To-Three Is Bad” Approach Taken Down By General Court In Three-O2 Judgment
Sullivan & Cromwell LLP - June 18, 2020
Blog Posts
June 17, 2020
Blog Posts
June 17, 2020
Publications
June 16, 2020
S&C Memos
June 16, 2020
Title VII of the Civil Rights Act of 1964
U.S. Supreme Court Holds That Title VII’s Prohibition of Discrimination “Because of . . . Sex” Outlaws Discrimination Based on Sexual Orientation and Gender Identity
Sullivan & Cromwell LLP - June 16, 2020
Books
June 15, 2020
Publications
June 15, 2020
Publications
June 15, 2020
Publications
June 12, 2020
S&C Memos
June 12, 2020
EEOC Releases Updated Guidance to Employers Regarding ADA-Compliant Practices During the COVID-19 Crisis
The Updated EEOC Guidance Addresses Best Practices for Employers to Determine if Employees Need an Accommodation
Sullivan & Cromwell LLP - June 12, 2020
Publications
June 11, 2020
Publications
June 9, 2020
Publications
June 9, 2020
S&C Memos
June 9, 2020
CFTC Adopts Statutory Disqualification Rule
Final Rule Prohibits Any Person Who Has, or Whose Principals Have, in Their Backgrounds a Statutory Disqualification from Claiming an Exemption from CPO Registration under CFTC Rule 4.13
Sullivan & Cromwell LLP - June 9, 2020
S&C Memos
June 8, 2020
The Rise of Standardized ESG Disclosure Frameworks in the United States
Recent Developments Regarding Frameworks Developed by the Sustainability Accounting Standards Board, the Task Force on Climate-Related Financial Disclosures and Other Standard-Makers
Sullivan & Cromwell LLP - June 8, 2020
S&C Memos
June 6, 2020
Paycheck Protection Program
Key Changes Enacted in the Paycheck Protection Program Flexibility Act of 2020
Sullivan & Cromwell LLP - June 6, 2020
S&C Memos
June 5, 2020
U.K. Covid Corporate Financing Facility
U.K. Government Updates Terms of Covid Corporate Financing Facility
Sullivan & Cromwell LLP - June 5, 2020
Publications
June 4, 2020
S&C Memos
June 15, 2021
COVID-19 Pandemic—New York Provides Guidance on Phase Two Reopening
The Guidance Sets Forth Certain Requirements for the Reopening of Businesses, Including Offices
Sullivan & Cromwell LLP - June 15, 2021
S&C Memos
June 3, 2020
DOJ Updates Guidance on the Evaluation of Corporate Compliance Programs
DOJ Criminal Division Provides More Detailed Guidance for Assessing Compliance Programs by Updating and Elaborating on a Prior Policy Document
Sullivan & Cromwell LLP - June 3, 2020
S&C Memos
June 2, 2020
SCOTUS Rules in GE v. Outokumpu That Non-Signatories May Enforce an International Arbitration Agreement
Sullivan & Cromwell LLP - June 2, 2020
S&C Memos
May 29, 2020
SEC Adopts Amendments to Required Financial Disclosures Regarding Acquisitions and Dispositions of Businesses
SEC Adopts Amendments to 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 29, 2020
S&C Memos
May 29, 2020
Insurance Update: Legislative, Regulatory and Litigation Activity in the U.S. in Response to COVID-19
Developments Affecting Business Interruption Insurance, Workers’ Compensation and Auto Insurance
Sullivan & Cromwell LLP - May 29, 2020
Blog Posts
May 29, 2020
S&C Memos
May 28, 2020
Guidance on Small-Dollar Loans
Federal Reserve, FDIC, NCUA and OCC Issue Interagency Lending Principles for Offering Responsible Small-Dollar Loans
Sullivan & Cromwell LLP - May 28, 2020
Articles
May 28, 2020
S&C Memos
May 27, 2020
Community Reinvestment Act
OCC Issues Final Rule Revising the Community Reinvestment Act Regulations for National Banks and Federal Savings Associations; Signals Forthcoming Rulemaking to Determine Thresholds for Metrics
Sullivan & Cromwell LLP - May 27, 2020
S&C Memos
May 21, 2020
NYSE Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule
Sullivan & Cromwell LLP - May 21, 2020
S&C Memos
May 21, 2020
New Guidance on How Civil Monetary Penalties Are Determined in CFTC Enforcement Matters
The CFTC Division of Enforcement Issued New Guidance Requiring Staff to Consider the Gravity of the Violation, Mitigating and Aggravating Circumstances, and Other Considerations in Recommending Civil Monetary Penalties.
Sullivan & Cromwell LLP - May 21, 2020
Articles
May 21, 2020
Blog Posts
May 20, 2020
Blog Posts
May 20, 2020
Articles
May 18, 2020
Publications
May 15, 2020
Blog Posts
May 15, 2020
Blog Posts
May 15, 2020
Publications
May 15, 2020
Articles
May 15, 2020
S&C Memos
May 12, 2020
Kelly v. United States—Supreme Court Overturns “Bridgegate” Convictions
The U.S. Supreme Court Reaffirms that, to Be Punishable as Wire or Federal-Program Fraud, the Core Purpose of a Fraudulent Scheme Must Be to Obtain Money or Property.
Sullivan & Cromwell LLP - May 12, 2020
Publications
May 12, 2020
Publications
May 12, 2020
Blog Posts
May 12, 2020
S&C Memos
May 11, 2020
EEOC Releases Updated Guidance to Employers Regarding ADA-Compliant Practices During the COVID-19 Crisis
The Updated EEOC Guidance Addresses Permissible Medical Inquiries and Examinations During the Ongoing Pandemic
Sullivan & Cromwell LLP - May 11, 2020
S&C Memos
May 11, 2020
NASDAQ Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule
Sullivan & Cromwell LLP - May 11, 2020
Articles
May 6, 2020
S&C Memos
May 4, 2020
French Financial Markets Authority Proposes New Measures Concerning Shareholder Activism
Sullivan & Cromwell LLP - May 4, 2020
Blog Posts
May 4, 2020
S&C Memos
May 1, 2020
Proposed Pandemic Anti-Monopoly Act
Proposed Legislation Would Prevent Mergers and Acquisitions by Most Companies and Investment Funds During the COVID-19 Pandemic
Sullivan & Cromwell LLP - May 1, 2020
S&C Memos
May 1, 2020
CFIUS Filing Fees
Filing Fees Effective for Transactions Entered Into On or After February 13, 2020
Sullivan & Cromwell LLP - May 1, 2020
Blog Posts
May 1, 2020
Publications
April 30, 2020
S&C Memos
April 30, 2020
Sustainable Finance Update
EU Taxonomy, Updated Equator Principles, New Actions by Securities Regulators and Other Recent Developments
Sullivan & Cromwell LLP - April 30, 2020
S&C Memos
April 29, 2020
SEC Proposes New Rule to Modernize Fund Valuation Framework
Proposed Rule 2a-5 Under the Investment Company Act of 1940 Would Establish Requirements for the Determination of Fair Value for Fund Investments, Codify the Ability of Fund Boards to Assign Fair Value Determinations to a Fund’s Investment Adviser and Rescind Certain Existing Guidance
Sullivan & Cromwell LLP - April 29, 2020
Publications
April 29, 2020
Articles
April 29, 2020
Publications
April 28, 2020
Publications
April 27, 2020
S&C Critical Insights – The Impacts of COVID-19 on U.K. M&A
April 27, 2020
Publications
April 27, 2020
Publications
April 27, 2020
Publications
April 27, 2020
COVID-19 Crisis Global Capital Markets Opportunities Guide
April 27, 2020
Books
April 27, 2020
Books
April 27, 2020
S&C Memos
April 27, 2020
SEC Adopts Securities Offering and Disclosure Reforms for Business Development Companies and Registered Closed-End Funds
SEC Adopts Amendments to the Registration, Offering and Communications Processes and Other Aspects of the Disclosure and Regulatory Framework for Business Development Companies and Registered Closed-End Funds to Provide Parity with Operating Companies
Sullivan & Cromwell LLP - April 27, 2020
S&C Memos
April 23, 2020
Paycheck Protection Program
Stimulus Legislation To Replenish the Paycheck Protection Program by Providing an Additional $310 Billion
Sullivan & Cromwell LLP - April 23, 2020
S&C Memos
April 23, 2020
COVID-19 Response—Return-to-Work Considerations for Employers
Sullivan & Cromwell LLP - April 23, 2020
S&C Memos
April 22, 2020
Heightened Scrutiny of Foreign Investments in France
New Set of Foreign Investment Measures Adopted in France and Applicable as from April 1, 2020
Sullivan & Cromwell LLP - April 22, 2020
Blog Posts
April 22, 2020
S&C Memos
April 21, 2020
United States Supreme Court Grants Certiorari in Van Buren v. United States
Court Will Review Whether the Computer Fraud and Abuse Act Prohibits an Individual Who Is Authorized to Access Information on a Computer for Specific Purposes from Accessing that Information for an Improper Purpose
Sullivan & Cromwell LLP - April 21, 2020
S&C Memos
April 21, 2020
OFAC Guidance in Response to COVID-19
OFAC Issues Guidance on Sanctions Compliance and Provision of Humanitarian Assistance and Trade to Combat COVID-19
Sullivan & Cromwell LLP - April 21, 2020
Blog Posts
April 21, 2020
S&C Memos
April 21, 2020
Supreme Court—AIA Precludes Judicial Review of PTAB’s Decision to Institute Inter Partes Review
Court Holds 35 U.S.C. § 314(d) Generally Precludes Appeals of PTO IPR Institution Decisions, Including Decisions Regarding Whether the IPR Is Time-Barred Under § 315(b)
Sullivan & Cromwell LLP - April 21, 2020
Blog Posts
April 21, 2020
Publications
April 20, 2020
Publications
April 20, 2020
Books
April 20, 2020
S&C Memos
April 16, 2020
BSA and AML Compliance Guidance and the Paycheck Protection Program
FinCEN, the OCC and SBA Issue Guidance Regarding BSA Obligations and the Paycheck Protection Program
Sullivan & Cromwell LLP - April 16, 2020
Blog Posts
April 16, 2020
Articles
April 15, 2020
S&C Memos
April 15, 2020
Delaware Court of Chancery Affirms CEO Termination Decision Protected by Business Judgment Rule
Court Dismisses Action Against lululemon Directors Based on Paying Severance to Former CEO Notwithstanding Ability to Terminate for “Cause”
Sullivan & Cromwell LLP - April 15, 2020
S&C Memos
April 15, 2020
NYC Comptroller Announces Results of Board/CEO Diversity Search Policy Campaign
Most Companies Receiving a 2020 Proxy Season Shareholder Proposal From the NYC Comptroller Have Implemented a Policy Requiring Consideration of Qualified Women and People of Color as Candidates in Director and External CEO Searches
Sullivan & Cromwell LLP - April 15, 2020
S&C Memos
April 15, 2020
Update — UK’s FCA Announces Temporary Measures Designed to Assist Issuers
UK’s Financial Conduct Authority (FCA) Announces a Series of Temporary Measures Designed to Assist Issuers Raising Capital During the COVID-19 Pandemic
Sullivan & Cromwell LLP - April 15, 2020
S&C Memos
April 14, 2020
CMA Prohibits Merger That DOJ Tried – But Failed – To Block
In an unusual turn of events, the CMA prohibited the Sabre/Farelogix merger only two days after a U.S. federal court rejected the DOJ’s attempt to block the transaction
Sullivan & Cromwell LLP - April 14, 2020
S&C Memos
April 14, 2020
Germany to Adopt Increased Level of Scrutiny for Foreign Investments
Sullivan & Cromwell LLP - April 14, 2020
Blog Posts
April 14, 2020
S&C Memos
April 13, 2020
CFTC Margin Requirements for Uncleared Swaps
CFTC Revises Final Deadline for Compliance With Rule on Margin Requirements for Uncleared Swaps
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 13, 2020
COVID-19 Pandemic Impacts Previously Announced M&A Transactions
Bed Bath & Beyond Sues 1-800-Flowers for Refusing to Close; Hexcel and Woodward Agree to Terminate Merger of Equals – Adopt Limited Duration Rights Plans
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 13, 2020
District Court Rejects Request to Enjoin Bank from Establishing Eligibility Criteria for Paycheck Protection Program Applications Beyond Those Set Forth in the CARES Act
Court Holds that There is No Private Right of Action Under the CARES Act, and that the Act Allows Lenders to Establish Additional Eligibility Criteria for Paycheck Protection Program Loans
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 13, 2020
Federal Reserve COVID-19 Response
Federal Reserve Takes Additional Actions to Provide Up to $2.3 Trillion in Loans to Support Economy in Response to COVID-19
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 10, 2020
EU State Aid
European Commission Expands COVID-19 State Aid Temporary Framework, and Approves 52 State Aid Notifications Worth Over €500bn
Sullivan & Cromwell LLP - April 10, 2020
Publications
April 9, 2020
Publications
April 9, 2020
S&C Memos
April 9, 2020
Insurance Legislative and Regulatory Activity in the US and EU in Response to COVID-19
Insurance Legislative and Regulatory Activity in Response to COVID-19—U.S. and EU Developments
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 9, 2020
Impact of COVID-19 on Quarterly Reporting; New Statement from SEC Chairman and Director of Division of Corporation Finance
Considerations for U.S. Public Companies Preparing for Their First Earnings Cycle Since the Onset of the COVID-19 Pandemic
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 9, 2020
ISS Announces Policy Guidance on the Impact of the COVID-19 Pandemic
ISS Releases Guidance on Policies Regarding Virtual-Only Meetings, Compensation-Related Issues, Defensive Measures and Director Attendance Amid the COVID-19 Pandemic
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 9, 2020
S&C Publishes M&A Hot Topics Quarterly Update – Q1 2020
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 9, 2020
SEC Staff Updates COVID 19 Shareholder Meeting Guidance
Updated Guidance Relaxes Notice and Access Timing Requirements When Delays Are Unavoidable
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 7, 2020
U.K. Covid Corporate Financing Facility
U.K. Government Initiative Offers Short-Term Sterling Liquidity for Non-Financial Companies That Make a Material Contribution to Economic Activity in the U.K.
Sullivan & Cromwell LLP - April 7, 2020
S&C Memos
April 6, 2020
COVID-19 Risk Factor and Other Disclosure Considerations for Banking Institutions
COVID-19-Related Risk Factor and Other Disclosure Considerations for Banking Institutions’ First Quarter 2020 Form 10-Q Filings
Sullivan & Cromwell LLP - April 6, 2020
Articles
April 6, 2020
S&C Memos
April 3, 2020
California Governor Issues Executive Order Relating to Virtual-Only Shareholder Meeting Requirements for California Corporations
Sullivan & Cromwell LLP - April 3, 2020
Publications
April 2, 2020
S&C Memos
April 2, 2020
Corporate Governance Considerations During the COVID-19 Pandemic
Practical Considerations to Address the Unique Challenges and Circumstances Created by COVID-19
Sullivan & Cromwell LLP - April 2, 2020
Blog Posts
April 2, 2020
Publications
April 1, 2020
Publications
March 31, 2020
S&C Memos
March 31, 2020
Disclosure Requirements on COVID-19 Impact for Issuers in Europe
European Securities and Markets Authority and National Supervisory Authorities Underline Certain Disclosure Rules that Apply to Issuers in the Context of the COVID-19 Outbreak
Sullivan & Cromwell LLP - March 31, 2020
Blog Posts
March 31, 2020
S&C Memos
March 30, 2020
CARES Act Provides Relief for Aviation Industry; Significant Conditions Apply
Coronavirus Aid, Relief, and Economic Security Act Offers More than $50 billion in Financial Assistance for Certain Aviation-Related Companies, Subject to Significant Restrictions on Capital Allocation, Employee Retention and Compensation and Other Conditions, Including the Issuance of Warrants or Other Instruments to the U.S. Government
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 30, 2020
M&A During the COVID-19 Crisis —European Commission Encourages Protection of Critical Assets by EU Member States
The European Commission Issues Guidelines Calling for Heightened Scrutiny of Foreign Investments in the EU
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 30, 2020
Heightened Cybersecurity Risks Resulting From COVID-19’s Effects on Operations
Companies Should Be Alert to Cybercriminals Exploiting Remote Working Vulnerabilities and Interest in COVID-19
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 30, 2020
SEC Issues COVID-19 Disclosure Guidance and Extends Conditional Relief from Reporting Requirements
Staff Provides Guidance for Reporting on the Impact of the COVID-19 Crisis and Issues New Orders Extending Relief for Public Companies, Investment Funds and Investment Advisers
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 30, 2020
Coronavirus Aid, Relief, and Economic Security (CARES) Act—Business Tax Provisions
CARES Act Provides Tax Relief to Businesses
Sullivan & Cromwell LLP - March 30, 2020
Publications
March 30, 2020
S&C Memos
March 29, 2020
CARES Act Limits Share Repurchases
Coronavirus Aid, Relief, and Economic Security Act Contains Limitation on Share Repurchases for Companies Receiving Assistance
Sullivan & Cromwell LLP - March 29, 2020
S&C Memos
March 29, 2020
Coronavirus Aid, Relief, and Economic Security Act
Sweeping Stimulus Legislation Authorizes $500 Billion to Support Distressed Sectors of the Economy, Temporary Suspension or Modification of Certain Banking Provisions and Nearly $350 Billion to Support Small Businesses Through a Temporary Paycheck Protection Program in Response to the Coronavirus Outbreak
Sullivan & Cromwell LLP - March 29, 2020
S&C Memos
March 27, 2020
French Government Adopts Measures Regarding Shareholders’ Meetings and Board Meetings in Response to COVID-19
The Ministry of Economy and Finance adopted measures to remove certain legal and administrative constraints which apply to French corporations and other entities and which cannot be complied with following COVID-19 outbreak
Sullivan & Cromwell LLP - March 27, 2020
S&C Memos
March 27, 2020
SEC Wins Digital Asset Decision
Court Endorses the Application of Howey to Digital Assets and ICOs and Issues Injunction Barring Distribution of Telegram’s Grams
Sullivan & Cromwell LLP - March 27, 2020
S&C Memos
March 27, 2020
Using Rights Plans to Preserve Net Operating Losses
Sullivan & Cromwell LLP - March 27, 2020
Publications
March 26, 2020
S&C Memos
March 26, 2020
CFTC Virtual Currency Guidance
CFTC Issues Guidance on What Constitutes the “Actual Delivery” of Virtual Currencies in the Context of Retail Commodity Transactions
Sullivan & Cromwell LLP - March 26, 2020
S&C Memos
March 26, 2020
Impact of COVID-19 on Shareholder Activism and Unsolicited Offers
Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 26, 2020
Articles
March 26, 2020
Publications
March 25, 2020
S&C Memos
March 25, 2020
Federal Reserve Issues Statement on Adjustments to Its Supervisory Approach in Light of the COVID 19 National Emergency
Regulator Outlines Adjustments Designed to Assist Financial Institutions in Deploying Resources While Continuing to Support Customers and Local Economies; Confirms No Delay in April 6 CCAR Capital Plan Submission Deadline
Sullivan & Cromwell LLP - March 25, 2020
S&C Memos
March 25, 2020
Germany Introduces Online-Only Shareholders’ Meetings in Response to COVID-19
New Law Applies to German Stock Corporations, German Partnerships Limited by Shares and European Companies (Societates Europaeae) Registered in Germany
Sullivan & Cromwell LLP - March 25, 2020
S&C Memos
March 25, 2020
Guidance for California Financial Institutions Regarding COVID-19 Pandemic
California Business, Consumer Services and Housing Agency and California Department of Business Oversight Issue Guidance to Financial Institutions During the COVID-19 Pandemic
Sullivan & Cromwell LLP - March 25, 2020
S&C Alerts
March 25, 2020
S&C Memos
March 25, 2020
NYDFS Superintendent Adopts Emergency Regulation to Implement Executive Order 202.9
NYDFS Superintendent Adopts Emergency Regulation to Implement Relief From Residential Mortgage Payments and Banking Fees for Individuals Experiencing Financial Hardship Due to COVID 19
Sullivan & Cromwell LLP - March 25, 2020
S&C Memos
March 24, 2020
SEC Provides Temporary Flexibility in Lending and Borrowing Arrangements to Registered Open-End Funds and Separate Accounts
Latest Action Follows a Series of Recent Steps Taken by the Agency to Provide Assistance and Relief to Funds and Investment Advisers in Response to Coronavirus
Sullivan & Cromwell LLP - March 24, 2020
S&C Memos
March 24, 2020
Federal Reserve COVID-19 Response
Federal Reserve Announces Creation of New, and Expansion of Existing, Lending Facilities and Other Actions to Support Economy in Response to COVID-19
Sullivan & Cromwell LLP - March 24, 2020
S&C Memos
March 24, 2020
FHFA Authorizes Fannie Mae and Freddie Mac to Support Additional Liquidity in the Secondary Mortgage Market:
Regulator Authorizes Action by the Enterprises in Light of the COVID 19 National Emergency
Sullivan & Cromwell LLP - March 24, 2020
Publications
March 23, 2020
Publications
March 23, 2020
Articles
March 23, 2020
S&C Memos
March 23, 2020
Remote Notarizations in New York
Governor Cuomo Issues Executive Order Permitting Notarization via Audio-Video Technology through April 18, 2020
Sullivan & Cromwell LLP - March 23, 2020
Articles
March 23, 2020
S&C Memos
March 22, 2020
Interagency Statement on Loan Modifications and Reporting
Regulators Issue Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by COVID-19
Sullivan & Cromwell LLP - March 22, 2020
S&C Memos
March 21, 2020
Update: New York Governor Issues Executive Order Expressly Permitting Virtual-Only Meetings Until April 19, 2020 for New York Corporations
Sullivan & Cromwell LLP - March 21, 2020
S&C Memos
March 20, 2020
Delaware Supreme Court Upholds Forum Selection for Securities Act Claims
Charter Mandating That Federal Securities Act Claims Be Filed in Federal Courts Held to Be Permissible Under Section 102(b)(1) of the Delaware General Corporation Law and Thus Facially Valid
Sullivan & Cromwell LLP - March 20, 2020
Publications
March 20, 2020
Publications
March 20, 2020
Publications
March 20, 2020
S&C Memos
March 20, 2020
EU State Aid
Temporary Framework for EU State Aid in Response to COVID-19 Outbreak (Update)
Sullivan & Cromwell LLP - March 20, 2020
S&C Memos
March 20, 2020
Senior Executive Illness Due to COVID-19
Disclosure Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 20, 2020
S&C Memos
March 19, 2020
NYDFS Guidance in Response to COVID-19
NYDFS Issues Order Granting Temporary Relief from Requirements of Certain New York State Banking and Finance Laws to Affected DFS Regulated Entities
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
Families First Coronavirus Response Act—Employer Takeaways
For Private Employers with Fewer than 500 Employees and Public Agencies, This Emergency Act Expands the Family and Medical Leave Act of 1993 and Enacts an Emergency Paid Sick Leave Act. The Legislation Provides for Certain Payroll Tax Credits to Cover Wages Paid Under These Programs and Certain Qualified Health Plan Expenses
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
U.S., European Merger Review Adapts to COVID-19 Crisis
Agencies Working Remotely, Modified Timelines Expected
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
Due Date to Make Certain Federal Tax Payments Extended to July 15, 2020
Individuals and Corporations Can Postpone Certain Income Tax Payments (up to a Cap) Until July 15, 2020; the Due Date to File Tax Returns Has Not Changed (Yet)
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
FinCEN Guidance in Response to COVID-19
FinCEN Issues BSA Reporting Guidance
Sullivan & Cromwell LLP - March 19, 2020
Publications
March 19, 2020
Publications
March 19, 2020
S&C Memos
March 19, 2020
ISS Publishes New Climate Proxy Voting Guidelines
Thematic Specialty Voting Policy Intended to Respond to Growing Investor Focus on Climate Risk and Includes Potential Recommendations Against Directors for Failure to Adequately Address Climate-Related Risks and, Under Extraordinary Circumstances, for Other ESG Failures (Including Director Actions on Other Boards)
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 18, 2020
Recent Developments Regarding Virtual Shareholder Meetings
Legal Considerations in Light of COVID-19 and New SEC Guidance
Sullivan & Cromwell LLP - March 18, 2020
S&C Memos
March 18, 2020
COVID-19
Corporate Governance Considerations in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 18, 2020
Blog Posts
March 18, 2020
S&C Memos
March 18, 2020
French Financial Markets Authority Announces Ban on Short Selling on All French Trading Venues
AMF Takes Temporary Action to Prohibit Short Selling of All Publicly Traded Equity Securities on French Trading Venues in Response to Market Turmoil Related to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 18, 2020
S&C Memos
March 17, 2020
EU State Aid
Temporary Framework for EU State Aid in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 17, 2020
S&C Memos
March 17, 2020
CFTC Provides Relief to Market Participants in Response to COVID-19
DSIO and DMO Issue No-Action Letters Granting Temporary, Conditional Relief to CFTC Registrants for Recordkeeping Requirements for Oral Communications, Time-Stamping Requirements and for the Filing of Annual Compliance Reports
Sullivan & Cromwell LLP - March 17, 2020
Blog Posts
March 13, 2020
Blog Posts
March 13, 2020
S&C Memos
March 12, 2020
U.S. Department of Labor Issues Workplace Guidelines for Coronavirus Outbreak, Including Specific Guidance on FMLA, FLSA and FECA
Sullivan & Cromwell LLP - March 12, 2020
Blog Posts
March 12, 2020
S&C Memos
March 10, 2020
Sustainability Matters
The Rise of ESG Metrics in Executive Compensation
Sullivan & Cromwell LLP - March 10, 2020
S&C Memos
March 9, 2020
Delaware Chancery Court Finds Pending Derivative Action May Compromise Independence of Special Committee
Court Rules That Allegation That a Majority of the Special Committee May Have Been Motivated to Ratify Proposed Freeze-out in Order to Extinguish Underlying Derivative Litigation Risk Was Sufficient to Overcome a Motion to Dismiss
Sullivan & Cromwell LLP - March 9, 2020
Articles
March 2, 2020
S&C Memos
February 28, 2020
United States v. Hoskins—District Court Rejects DOJ’s Attempt to Expand Extraterritorial Reach of FCPA Through Agency Liability
U.S. District Court for the District of Connecticut Finds That the Trial Evidence Did Not Support a Finding That the Defendant Was an Agent of a U.S. Company and Grants Post-Conviction Motion for Judgment of Acquittal of FCPA Charges
Sullivan & Cromwell LLP - February 28, 2020
Blog Posts
February 27, 2020
S&C Memos
February 25, 2020
National Labor Relations Board Issues Rule Defining Joint-Employer Standard
Board Provides More Certainty as to When Franchisors or Users of Contracted Services Would Be Considered Joint Employers Along with the Actual Employers of Those Providing the Services
Sullivan & Cromwell LLP - February 25, 2020
Articles
February 21, 2020
Blog Posts
February 19, 2020
S&C Memos
February 19, 2020
UK Merger Control
The UK Competition and Markets Authority Breaks New Ground in Asserting Jurisdiction Over Mergers With no Effects in the UK
Sullivan & Cromwell LLP - February 19, 2020
Articles
February 18, 2020
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 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
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
Delaware Chancery Court Considers Panera Deal Price in Appraisal Suit
Court of Chancery Determines Deal Price Exceeds Fair Value, But Panera Is Not Entitled to a Refund Under the Appraisal Statute
Sullivan & Cromwell LLP - 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
UK Competition and Markets Authority Issues New Brexit Guidance
The UK Competition and Markets Authority issued new guidance on January 28, 2020 to provide clarity on how Brexit affects its jurisdiction after the UK leaves the EU on January 31, 2020
Sullivan & Cromwell LLP - 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
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
SEC Proposes Revised Rules to Implement “Resource Payments” Disclosure Requirements of the Dodd-Frank Act
Proposed Rules Seek to Address Issuers’ Concerns About Cost of Compliance and Potential Competitive Harm
Sullivan & Cromwell LLP - 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
CFTC Capital and Liquidity Requirements
CFTC Reopens Comment Period on Proposed Rules Implementing Capital and Liquidity Requirements for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - 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
Audit Committee Oversight of Financial Reporting
SEC Senior Staff Joint Statement Includes Observations and Reminders for Audit Committees on Oversight of Financial Reporting
Sullivan & Cromwell LLP - 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
Articles
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
S&C Memos
January 6, 2020
Delaware Chancery Court Reaffirms Standard for Classifying a Minority Stockholder as a Controlling Stockholder
The Court Rejects Argument That Minority Stockholder Was a Controlling Stockholder and Dismisses Breach of Fiduciary Duty Claims
Sullivan & Cromwell LLP - 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
Blog Posts
December 20, 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
Articles
December 20, 2019
S&C Memos
December 19, 2019
DOJ Issues Updated Export Control and Sanctions Enforcement Policy for Business Organizations
DOJ Policy Includes Concrete Benefits for Voluntary Self-Disclosure but Requires that Disclosure Be Made Directly to DOJ
Sullivan & Cromwell LLP - December 19, 2019
S&C Memos
December 19, 2019
National Labor Relations Board Reverses Prior Ruling That Limited Employers’ Ability to Keep Workplace Investigations Confidential
NLRB Holds That Employers May Maintain Confidentiality of Ongoing Workplace Investigations or Interviews
Sullivan & Cromwell LLP - December 19, 2019
S&C Memos
December 18, 2019
IAIS—International Capital Standard, ComFrame, Holistic Framework for Systemic Risk in the Insurance Sector
IAIS Adopts Global Frameworks for Supervision of Internationally Active Insurance Groups and Mitigation of Systemic Risk in the Insurance Sector
Sullivan & Cromwell LLP - 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
Articles
December 11, 2019
S&C Memos
December 11, 2019
Use of Derivatives by Registered Investment Companies and Business Development Companies
SEC Proposes Significant Modifications to Existing Regulatory Framework for Derivatives — New Rule Would Require Certain Funds and BDCs to Comply with a VaR-Based Fund Leverage Risk Limit and to Establish a Derivatives Risk Management Program; Broker-Dealers and Investment Advisers Would be Subject to New Sales Practices Rules for Leveraged/Inverse Investment Vehicles
Sullivan & Cromwell LLP - 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
CFTC Advisory on Annual Compliance Reports
CFTC Staff Advisory on Chief Compliance Officer Annual Reports for Swap Dealers, Futures Commission Merchants and Major Swap Participants
Sullivan & Cromwell LLP - 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
First Circuit Overturns Sun Capital Decision
First Circuit reversed District Court Ruling that Held Two Affiliated Private Equity Funds Jointly and Severally Liable for their Bankrupt Portfolio Company’s Pension Liabilities
Sullivan & Cromwell LLP - 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
OCC and FDIC Propose Rules to Override Madden v. Midland Funding, LLC
Proposed Rules Reaffirm that a Valid Interest Rate on a Loan Originated by a Bank Remains Valid After the Loan Is Sold or Assigned to a Non-Bank
Sullivan & Cromwell LLP - 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
ISS Announces Benchmark Policy Updates
ISS Updates Its 2020 Benchmark Proxy Voting Policies for the Americas, EMEA, and Asia-Pacific Regions, to Take Effect for Shareholder Meetings Held on or After February 1, 2020
Sullivan & Cromwell LLP - November 14, 2019
S&C Memos
November 14, 2019
SEC Proposes Amendments to Proxy Solicitation and Shareholder Proposal Rules
Would Amend Exemptions from the Proxy Rules for Proxy Voting Advice and Revise Shareholder Proposal Eligibility and Resubmission Requirements
Sullivan & Cromwell LLP - November 14, 2019
Publications
November 13, 2019
Articles
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
U.S. Supreme Court Grants Certiorari in Liu v. Securities and Exchange Commission
Supreme Court Agrees to Decide Whether the SEC May Obtain Disgorgement in Civil Enforcement Actions for Securities Fraud Violations
Sullivan & Cromwell LLP - 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
OCC to Appeal Decision Holding That It Lacks Authority to Issue Special Purpose National Bank Charters to Non-Depository Fintechs
A Successful Appeal by the OCC Could Greatly Expand and Simplify the Ability of Certain FinTech Companies to Make Loans
Sullivan & Cromwell LLP - October 23, 2019
S&C Memos
October 22, 2019
SEC Proposes Amendments to Exemptive Applications Procedures Under the Investment Company Act
Proposal Would Establish an Expedited Review Procedure for Routine Applications and Set an Internal Timeframe for Review of Non-Routine Applications
Sullivan & Cromwell LLP - October 22, 2019
S&C Memos
October 21, 2019
Taxation of Non-Resident Executives of French Companies
Pursuant to the draft Finance Bill for 2020, which is currently under discussion in the French Parliament, senior executives of large French companies will automatically become subject to French tax, irrespective of their having a permanent home, habitual abode and physical presence outside of France. Such reform is expected to be enacted by the end of the year and to enter into effect with respect to fiscal year 2019
Sullivan & Cromwell LLP - 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
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
Delaware Court Again Finds Bad Faith Adequately Pled Against Directors
Court of Chancery Sustains Bad Faith Claim Alleging That the Board Ignored “Red Flags” Revealing Pharma Company’s Published Clinical Trial Data Flouted Governing Industry Protocols
Sullivan & Cromwell LLP - 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
The European Court of Justice Clarifies the Territorial Scope of the “Right to be Forgotten”
The European Court of Justice Has Found in Google’s Favor That Search Engine Operators Are Not Required to Carry Out Global De-Referencing
Sullivan & Cromwell LLP - 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
Treasury and IRS Release Proposed Regulations Restricting NOL Utilization Under Section 382
Proposed Regulations Eliminate Taxpayer-Friendly Safe Harbor for Calculating Section 382 Recognized Built-In Gains and Losses
Sullivan & Cromwell LLP - September 18, 2019
S&C Memos
September 17, 2019
Cuba Sanctions Update
United States Refreshes and Enhances Cuba Sanctions – Developments Include Allowing Suits for Trafficking in Confiscated Cuban Property and Reimposing Previously Lifted Restrictions
Sullivan & Cromwell LLP - 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
Books
August 26, 2019
S&C Memos
August 26, 2019
SEC Takes First Step on Proxy Reform
SEC Issues Proxy Voting Guidance and Interpretation (1) Confirming Proxy Voting Responsibilities of Investment Advisers, Including That Advisers Are not Required to Vote all Client Securities and That Voting Must Place Client Interests Ahead of the Adviser’s Own Interests and (2) Clarifying That Federal Proxy Rules Apply to Proxy Voting Advice; SEC Staff Continues to Consider Further Rulemaking
Sullivan & Cromwell LLP - 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
SEC Proposes Amendments to Regulation S-K Disclosure Requirements
Proposal Would Make Disclosures of Business and Risk Factors More Principles-Based and Update Certain Requirements for Disclosure of Legal Proceedings
Sullivan & Cromwell LLP - 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
FINRA Proposes to Broaden Exemptions to the New Issue and Spinning Rules
Amendments to Rules 5130 and 5131 Would Expand and Clarify Various Specific Exemptions and Align the Rules’ Anti-Dilution Provisions
Sullivan & Cromwell LLP - August 2, 2019
Publications
August 1, 2019
Publications
August 1, 2019
S&C Memos
July 29, 2019
Treasury and IRS Release Proposed Regulations on Passive Foreign Investment Companies
New Guidance is Likely to Provide Greater Certainty for the Application of Existing Rules
Sullivan & Cromwell LLP - 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
New York Enacts the Stop Hacks and Improve Electronic Data Security Act
New York Amends Data Breach Notification Statute and Requires Businesses to Comply with Reasonable Security Requirements
Sullivan & Cromwell LLP - 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
Agencies Issue Joint Statement on Risk Based BSA/AML Supervision
Joint Statement Emphasizes the Agencies’ Risk-Focused Approach to Examinations of BSA/AML Compliance Programs
Sullivan & Cromwell LLP - 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
CFTC Swap Dealer De Minimis Exception Threshold Calculation–Possible Alternatives
CFTC Report Analyzes Possible Alternatives for the Swap Dealer De Minimis Exception Threshold Computation, Including the Impact of Excluding On-Venue and Cleared Swaps
Sullivan & Cromwell LLP - 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
Treasury and IRS Release Final Regulations on Global Intangible Low-Taxed Income Regime
Final Regulations Provide Additional Detail While Leaving Certain Issues Open to Future Guidance
Sullivan & Cromwell LLP - 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
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
North Carolina Department of Revenue v. Kimberley Rice Kaestner 1992 Family Trust
United States Supreme Court Rules for Taxpayer in Trust State Income Taxation Case
Sullivan & Cromwell LLP - 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
Bank Capital Requirements
Basel Committee Significantly Revises Leverage Ratio Treatment of Client Cleared Derivatives and Introduces New Leverage Ratio Disclosure Requirements
Sullivan & Cromwell LLP - June 27, 2019
S&C Memos
June 26, 2019
Kisor v. Wilkie: U.S. Supreme Court Upholds – But Limits – Auer Deference
U.S. Supreme Court Declines to Overrule Principle of Deference to Agencies’ Interpretations of Their Own Regulations, but Clarifies Limitations on Its Scope
Sullivan & Cromwell LLP - 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
Treasury and IRS Release Final and Proposed Regulations on the GILTI and Subpart F Treatment of Domestic Partnerships
A Fundamental Change – Domestic Partnerships Will Be Treated as Aggregates for Many GILTI and Subpart F Purposes
Sullivan & Cromwell LLP - June 24, 2019
S&C Memos
June 20, 2019
Delaware Supreme Court Reverses Dismissal of Bad Faith Claim Against Directors
The Court Finds Bad Faith Adequately Pled by Allegations That Company Had No Board Level System for Monitoring or Reporting on Food Safety Issues
Sullivan & Cromwell LLP - June 20, 2019
S&C Memos
June 20, 2019
Ninth Circuit Reaffirms Validity of Treasury Regulations on Cost-Sharing Arrangements
After New Judge Joins the Panel, the Ninth Circuit Again Reverses the Tax Court Decision in Altera
Sullivan & Cromwell LLP - 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
Final Regulations Address Treatment of Charitable Contributions That Reduce State or Local Taxes
IRS Issues Final Regulations on Charitable Contributions that Reduce State and Local Taxes
Sullivan & Cromwell LLP - June 12, 2019
S&C Memos
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
Sullivan & Cromwell LLP - 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 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
Cross-Border Security-Based Swap Requirements
The SEC Proposes Amendments and Interpretive Guidance Addressing the Cross-Border Application of Certain Security-Based Swap Requirements
Sullivan & Cromwell LLP - May 29, 2019
Books
May 2019
S&C Memos
May 24, 2019
District Court Holds That Qualcomm Patent Licensing and Other Conduct Violates the Sherman Act
Northern District of California Concludes That Qualcomm’s Conduct Was Anticompetitive and Violated Duty to Deal with Rival Chipmakers
Sullivan & Cromwell LLP - May 24, 2019
S&C Memos
May 15, 2019
Apple Inc. v. Pepper — Supreme Court Clarifies Scope of Illinois Brick
U.S. Supreme Court Permits Antitrust Claims Against Apple by Purchasers of iPhone Apps to Proceed Under Illinois Brick
Sullivan & Cromwell LLP - 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
OFAC Issues Compliance Commitments Framework
OFAC’s Framework Provides “Best Practices” Guidance; Identifies Five Essential Components of a Sanctions Compliance Program and Outlines Ten Root Causes of Apparent Violations of OFAC Sanctions Programs
Sullivan & Cromwell LLP - May 10, 2019
S&C Memos
May 10, 2019
Bank Capital Requirements
Federal Reserve, OCC and FDIC Propose Amendments to the Supplementary Leverage Ratio Requirements for Custodial Banking Organizations
Sullivan & Cromwell LLP - May 10, 2019
S&C Memos
May 9, 2019
EEOC Officially Reinstates Pay Data Rule
Employers Required To Submit 2017 and 2018 Pay Data by September 30, 2019; EEOC Appeal of Decision Reinstating Pay Data Rule Will Not Affect Deadline
Sullivan & Cromwell LLP - 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
CFPB Issues Request for Information on Remittance Rule
CFPB Requests Information to Address Potential Concerns Arising from Termination of Temporary Exemption
Sullivan & Cromwell LLP - 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
DOJ Issues Updated Guidance on the Evaluation of Corporate Compliance Programs
DOJ Provides More Detailed Guidance for Assessing Compliance Programs in Determining the Nature, Form, and Consequences of Corporate Criminal Resolutions
Sullivan & Cromwell LLP - 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
Resolution Planning Requirements
Federal Reserve and FDIC Propose Revisions to Dodd-Frank Resolution Plan Requirements for Foreign and Domestic Banking Organizations; FDIC Seeks Input on Future Approach to Insured Depository Institution Resolution Plans
Sullivan & Cromwell LLP - 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
IRS Releases Second Round of Proposed Regulations on Qualified Opportunity Funds
New Proposed Regulations Resolve Many Issues Left Open by Initial Proposed Regulations
Sullivan & Cromwell LLP - 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
Regulatory Capital Treatment of Investments in TLAC-Eligible Debt
Federal Banking Agencies Propose Regulatory Capital Deductions for Investments by Advanced Approaches Banking Organizations in TLAC-Eligible Debt
Sullivan & Cromwell LLP - 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
New York City Issues Guidance on Mandatory Anti-Sexual Harassment Training Requirements and Model Training
Employers Must Provide Training by December 31, 2019 and on an Annual Basis Thereafter
Sullivan & Cromwell LLP - 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
SEC FinHub Publishes Framework for Analyzing Digital Assets Under Howey
SEC Division of Corporation Finance Issues First No-Action Letter Considering Registration of an ICO
Sullivan & Cromwell LLP - April 5, 2019
Publications
April 2, 2019
S&C Memos
April 1, 2019
SEC Proposes Securities Offering and Disclosure Reforms for Business Development Companies and Registered Closed-End Funds
SEC Proposes an Overhaul of the Registration, Offering and Communications Processes and Other Aspects of the Disclosure and Regulatory Framework for Business Development Companies and Registered Closed-End Funds to Provide Parity with Operating Companies
Sullivan & Cromwell LLP - April 1, 2019
Articles
March 29, 2019
S&C Memos
March 28, 2019
Lorenzo v. SEC — Supreme Court Issues Decision on “Scheme Liability” Under Rule 10b-5
U.S. Supreme Court Rules That Defendants Can Be Held Primarily Liable for Securities Scheme Fraud for Knowingly Disseminating the Misstatements of Others
Sullivan & Cromwell LLP - 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
Brexit: U.S. Agencies Facilitate Legacy Swap Transfers
Under Interim Final Rule, Legacy Swaps Currently Exempt from the Swap Margin Rule Would Maintain Legacy Status If Transferred from U.K. Financial Entities as a Result of a “No-deal” Brexit
Sullivan & Cromwell LLP - 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
CFTC 2019 Examination Priorities
CFTC Divisions of Market Oversight, Swap Dealer & Intermediary Oversight and Clearing & Risk Announce Examination Priorities for CFTC-Regulated Entities for the First Time
Sullivan & Cromwell LLP - February 13, 2019
S&C Memos
February 11, 2019
SEC Provides Guidance on Director Diversity Disclosure
New Compliance and Disclosure Interpretations Encourage Companies to Disclose How Self-Identified Diversity Characteristics of Directors Factor Into Nomination Decisions
Sullivan & Cromwell LLP - February 11, 2019
S&C Memos
February 11, 2019
Proposed Foreign Tax Credit Regulations
Expense Allocation Rules Provide Limited GILTI Relief but Otherwise Make Limited Changes—Indirect Credit Rules Are Complex and Differ Significantly from the Former “Pooling” Regime
Sullivan & Cromwell LLP - February 11, 2019
S&C Memos
February 5, 2019
Venezuela Sanctions Update
United States Sanctions the State-Owned Oil Company, Petróleos de Venezuela, S.A., in Effort to Further Pressure the Maduro Regime and to Protect State Assets for the People of Venezuela
Sullivan & Cromwell LLP - 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
New Covered Agreement on Insurance and Reinsurance Prudential Measures
Covered Agreement between the United States and the United Kingdom Is Designed to Provide Market Continuity and Regulatory Certainty for U.S. and U.K. Insurers Post-Brexit
Sullivan & Cromwell LLP - January 7, 2019
S&C Memos
January 3, 2019
SEC Adopts Disclosure Rules on Hedging Policies
Requires Description of any Hedging Policies or Practices Adopted, Not Specified Transactions; Will Apply to Most Companies Beginning in 2020
Sullivan & Cromwell LLP - January 3, 2019
S&C Memos
January 3, 2019
ISS Releases Updated 2019 Compensation Policy FAQs
Problematic Pay Practices Expanded to Include Problematic Good Reason Definitions; Excessive Director Compensation Policy Implementation Delayed Until 2020
Sullivan & Cromwell LLP - January 3, 2019
Articles
January 2, 2019
S&C Memos
December 31, 2018
IRS Issues Proposed Regulations on Section 163(j) Interest Deduction Limitation
Proposed Regulations Would Implement and Provide Guidance Regarding the New Section 163(j) Provisions
Sullivan & Cromwell LLP - 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
Final Resolution Planning Guidance for U.S. G-SIBs
Federal Reserve and FDIC Issue Final Guidance for Future Resolution Plan Submissions by the Eight U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - December 26, 2018
S&C Memos
December 21, 2018
IRS Issues Proposed Regulations on BEAT
The Proposed BEAT Regulations Provide New Guidance on Significant Aspects of BEAT That Were Not Addressed in the Statute, but Leave Some Questions Unanswered
Sullivan & Cromwell LLP - 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 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
Delaware Supreme Court Affirms Akorn MAE Clause Decision in 3-Paragraph Order
Court Finds that “Factual Record Adequately Supports” the Existence of an MAE Based on the Trial Court’s “Application of Precedent”
Sullivan & Cromwell LLP - December 7, 2018
Articles
December 2018
S&C Memos
December 6, 2018
CFTC v. Wilson—Court Rules against CFTC in Commodities Manipulation Bench Trial
Court Holds that Open-Market Bids and Offers Made with an Honest Desire to Trade Cannot Support Liability under the Commodity Exchange Act
Sullivan & Cromwell LLP - 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
IAIS—Holistic Framework for Systemic Risk in the Insurance Sector
IAIS Issues Public Consultation Document Proposing Holistic Framework to Assess Systemic Risk in the Insurance Sector; FSB Will Not Engage in Identification of GSIIs in 2018
Sullivan & Cromwell LLP - 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
ISS Announces Limited Benchmark Policy Updates
ISS Updates Its 2019 Benchmark Proxy Voting Policies for the Americas, EMEA, and Asia-Pacific Regions, to Take Effect for Shareholder Meetings Held on or After February 1, 2019
Sullivan & Cromwell LLP - November 19, 2018
S&C Memos
November 19, 2018
National Bank Supervision Manual
OCC’s New and Revised Sections of Policies and Procedures Manual Relating to Enforcement Actions Suggest Continued Heightened Interest in Actions Against Individuals
Sullivan & Cromwell LLP - 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
District Court Holds That FRAND Commitment Requires Patent Owner to “License All Comers,” Including Chip Makers
Northern District of California Grants Summary Judgement That Qualcomm Must License Its Standard-Essential Patents at Chip Level
Sullivan & Cromwell LLP - 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
Regulatory Tailoring for Large U.S. Banking Organizations
Federal Bank Regulators Propose Significant Revisions to the Application of Enhanced Prudential Standards and Capital and Liquidity Requirements for Large U.S. Banking Organizations
Sullivan & Cromwell LLP - November 5, 2018
S&C Memos
November 5, 2018
SEC Provides Relief to Security-Based Swap Dealers from Business Conduct Rules
Relief From Certain Documentation Requirements Under the SEC’s Business Conduct Rules Would Apply for Five Years After the Registration Requirement Takes Effect
Sullivan & Cromwell LLP - 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
IRS Issues Proposed Regulations on Qualified Opportunity Funds
Proposed Regulations Would Clarify a Number of Threshold Issues But Also Leave Many Other Issues to be Resolved by Future Guidance
Sullivan & Cromwell LLP - 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 Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 17, 2018
S&C Memos
October 17, 2018
SEC Issues Report of Investigation on Cyber-Related Frauds Perpetrated Against Public Companies
Public Companies Should Implement Sufficient Internal Controls to Avoid Becoming Victims of Cyber-Related Frauds and to Comply With the Exchange Act
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
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 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
Sullivan & Cromwell LLP - October 10, 2018
S&C Memos
October 9, 2018
Implementation of Financial Services Regulatory Reform Legislation
Financial Regulators Discuss Implementation of the “Economic Growth, Regulatory Relief, and Consumer Protection Act”
Sullivan & Cromwell LLP - 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
Joint Statement on BSA Resource Sharing
Federal Depository Institution Regulators and FinCEN Issue Joint Statement to Highlight Potential Benefits and Risks of Bank Secrecy Act (“BSA”)-Related Collaborations
Sullivan & Cromwell LLP - 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
Articles
September 21, 2018
S&C Memos
September 21, 2018
ISS Publishes 2018 Governance Principles Survey Results
Results Include Support for ISS to Consider Director Controversies on Other Company Boards and Provide Adjusted Voting Results for Dual-Class Companies
Sullivan & Cromwell LLP - 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
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
Sullivan & Cromwell LLP - 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
SEC Staff Withdraws Proxy Advisory Guidance Ahead of Fall Roundtable on Proxy Process
Withdrawal of Interpretive Letters Issued in 2004 to Institutional Shareholder Services, Inc. and Egan-Jones Proxy Services
Sullivan & Cromwell LLP - 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
Update—Important Amendments to the California Consumer Privacy Act of 2018
California State Legislature Amends Recently Enacted California Privacy Statute to Include Key Clarifications and Additional Exemptions for Businesses
Sullivan & Cromwell LLP - September 6, 2018
Publications
September 2018
S&C Memos
September 5, 2018
OCC Grants Preliminary Conditional Approval to Varo Bank, N.A.
All-Mobile Banking Services Company Varo Money Receives Preliminary Conditional Approval for a National Bank Charter
Sullivan & Cromwell LLP - September 5, 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
Articles
August 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
Publications
August 27, 2018
S&C Memos
August 27, 2018
United States v. Hoskins—Second Circuit Rejects DOJ’s Attempt to Expand the Extraterritorial Reach of the FCPA Through Conspiracy and Complicity Doctrines
U.S. Court of Appeals for the Second Circuit Holds that the Government May Not Employ Theories of Conspiracy or Complicity to Charge Foreign National with FCPA Violations Where the Defendant is Not Otherwise Covered by the Statute
Sullivan & Cromwell LLP - 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
IRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code’s Limitation on Deduction for Certain Executive Compensation
Notice 2018-68 Provides Guidance on the Application of the Internal Revenue Code Limitation on the Deduction for Certain Executive Compensation, Including Clarification of Definitions of “Covered Employee,” “Publicly Held Corporation” and Grandfathered Arrangements
Sullivan & Cromwell LLP - August 23, 2018
Publications
August 20, 2018
S&C Memos
August 20, 2018
IRS Issues Proposed Regulations on Pass-Through Deduction
Proposed Regulations Would Implement Several Anti-Abuse Rules and Provide Computational and Definitional Guidance
Sullivan & Cromwell LLP - 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
CFIUS Reform—The Foreign Investment Risk Review Modernization Act of 2018
FIRRMA Significantly Expands CFIUS Jurisdiction and Makes Certain Transactions Subject to Mandatory Declarations; Significant Details to Follow in Forthcoming Regulations
Sullivan & Cromwell LLP - 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
Ninth Circuit Reverses Tax Court, Upholds Treasury Regulation on Cost-Sharing Arrangements
Decision has Significant Implication for Judicial Review of Treasury Regulations and for Corporations’ Ability to Deduct Costs of Stock Compensation
Sullivan & Cromwell LLP - 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
Registered Offerings of Debt Securities
SEC Proposes Amendments to Simplify and Streamline Financial Disclosures About Issuers and Guarantors of Guaranteed Securities and Affiliates Whose Securities Collateralize Registered Securities
Sullivan & Cromwell LLP - 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
Books
July 2018
S&C Memos
July 30, 2018
Ninth Circuit Holds That Non-U.S. Issuers Can Be Liable in U.S. for Unsponsored American Depositary Receipt Facility
Transactions in Unsponsored American Depositary Receipts Can Qualify as “Domestic” Transactions Subject to Suit Under U.S. Securities Laws
Sullivan & Cromwell LLP - July 30, 2018
Articles
July 27, 2018
S&C Alerts
July 26, 2018
S&C Memos
July 24, 2018
House Capital Formation Legislation
House of Representatives Passes the “JOBS and Investor Confidence Act of 2018”—a Package of Bipartisan Bills Addressing Capital Formation
Sullivan & Cromwell LLP - 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
Books
July 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
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
Federal Reserve Proposes ISO 20022 Message Format for Fedwire Funds Service
Federal Reserve Seeks Public Comment on Proposal to Replace the Current Fedwire Funds Service Proprietary Message Format with ISO 20022
Sullivan & Cromwell LLP - 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
Implementation of Financial Services Regulatory Reform Legislation
Federal Banking Agencies Release Statements on How They Will Implement Provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act That Have Immediate Effect
Sullivan & Cromwell LLP - 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
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - July 10, 2018
S&C Memos
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
Proposed Resolution Planning Guidance for U.S. G-SIBs
Federal Reserve and FDIC Seek Comment on Proposed Guidance for Future Resolution Plan Submissions by the Eight U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - 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
Supreme Court Upholds Award of Foreign Lost Profits for U.S. Patent Infringement
Courts May Award Foreign Lost Profits Where Infringement Is Based on the Export of Components of Patented Invention Under § 271(f)(2) of the Patent Act
Sullivan & Cromwell LLP - June 25, 2018
S&C Memos
June 22, 2018
Lucia v. SEC—U.S. Supreme Court Holds That SEC Administrative Law Judges Are “Officers” of the United States
Court Rules That SEC’s ALJs Were Improperly Appointed and Orders Reconsideration of Matters Before Them
Sullivan & Cromwell LLP - June 22, 2018
Articles
June 21, 2018
S&C Memos
June 19, 2018
IRS Replaces Proposed Regulations on Disguised Sale Rules and Allocation of Partnership Liabilities
The Proposed Regulations, if Adopted, Would Reverse Prior Temporary and Proposed Regulations, but Bottom-Dollar Guarantees Would Continue to not be Recognized
Sullivan & Cromwell LLP - 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
SEC Adopts Rule Providing Modernized Delivery Option for Fund Shareholder Reports and Seeks Comments on Improving Fund Disclosure and Certain Fees of Intermediaries
SEC Allows Optional “Notice and Access” Method for the Delivery of Fund Shareholder Reports and Invites Comments on Improving Fund Disclosure and on Fees That Intermediaries Charge for Delivering Fund Reports
Sullivan & Cromwell LLP - June 13, 2018
S&C Memos
June 13, 2018
Eleventh Circuit Court of Appeals Vacates Cease and Desist Order as Unenforceable
Court Declines to Uphold an FTC Order Because It Sets an “Indeterminable Standard of Reasonableness”—The Decision May Affect Banking Agency Cease and Desist Orders
Sullivan & Cromwell LLP - June 13, 2018
S&C Memos
June 12, 2018
CFTC Proposes Amendments to Swap Dealer De Minimis Exception
CFTC Proposes Rule to Amend the De Minimis Exception to the Definition of “Swap Dealer” and Requests Comments Regarding Further Potential Changes
Sullivan & Cromwell LLP - June 12, 2018
S&C Memos
June 12, 2018
Eleventh Circuit Vacates FTC Cease and Desist Order for Failing to Enjoin Specific Cybersecurity Lapses
Court Holds FTC Must Articulate Specific Cybersecurity Measures to Be Implemented
Sullivan & Cromwell LLP - June 12, 2018
S&C Memos
June 12, 2018
China Agritech, Inc. v. Resh—U.S. Supreme Court Holds That a Pending Class Action Does Not Toll the Statute of Limitations for Future Class Action Claims
Decision Reinforces the Effect of the Court’s Recent Decision in CalPERS v. ANZ Securities, Inc.
Sullivan & Cromwell LLP - 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
Articles
May 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 24, 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
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
Tax Reform and State and Local Taxation
IRS Issues Notice of Intent to Propose Regulations on the Federal Tax Treatment of Contributions to State-Sponsored Charitable Funds
Sullivan & Cromwell LLP - May 23, 2018
S&C Memos
May 16, 2018
Bank Regulators’ Legal Authority to Compel the Production of Material That Is Protected by Attorney-Client Privilege
Banking Regulators’ Examination Authority Does Not Override Attorney-Client Privilege
Sullivan & Cromwell LLP - May 16, 2018
Publications
May 14, 2018
S&C Memos
May 11, 2018
Regulators Explain Examination Approach for Compliance With FinCEN’s Customer Due Diligence Rule
FFIEC’s New Examination Procedures Align with FinCEN’s Rule and Existing Guidance; Impose No Lower Beneficial Ownership Threshold
Sullivan & Cromwell LLP - May 11, 2018
S&C Memos
May 10, 2018
DOJ Announces New Policy to Encourage Coordination Among DOJ and Agencies Imposing Penalties for the Same Conduct
New Policy Discourages “Piling On” of Penalties by Multiple Agencies
Sullivan & Cromwell LLP - 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
FinCEN Issues Frequently Asked Questions Regarding Customer Due Diligence Requirements
Frequently Asked Questions Clarify Aspects of Beneficial Ownership Threshold, Identity Collection and Verification, and Ongoing Customer Due Diligence Obligations
Sullivan & Cromwell LLP - 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
U.S. Supreme Court Forecloses Non-U.S. Corporate Liability Under the Alien Torts Statute
Non-U.S. Corporations May Not Be Sued by Non-U.S. Plaintiffs Under the Alien Torts Statute for Alleged Violations of International Law
Sullivan & Cromwell LLP - April 25, 2018
Publications
April 24, 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
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 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
Sullivan & Cromwell LLP - 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
U.S. Supreme Court Dismisses U.S. v. Microsoft as Moot After CLOUD Act Signed Into Law
Court Declares That There is No Longer a Live Controversy Over a Warrant Requiring Microsoft to Disclose Customer Data Stored Overseas
Sullivan & Cromwell LLP - April 19, 2018
Articles
April 18, 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
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
Community Reinvestment Act
Treasury Releases CRA Reform Recommendations Focused on Assessment Areas, Examination Clarity and Flexibility, Examination Processes, and CRA Performance
Sullivan & Cromwell LLP - 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
Blog Posts
March 5, 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
S&C Memos
March 2, 2018
Federal Reserve Board Proposes Revised Process for Appeal of Material Supervisory Determinations
New Guidelines Would Reduce Levels of Appeal From Three to Two and Expand the Ombudsman’s Role in Safeguarding Institutions From Retaliation
Sullivan & Cromwell LLP - March 2, 2018
Articles
March 1, 2018
Blog Posts
March 1, 2018
S&C Memos
March 1, 2018
Another Vice Chancellor Considers Appraisal in Light of Dell and DFC and Another Appraisal Petitioner Gets Less than Deal Price
However, This Time, the Court of Chancery Relies on DCF Analysis and Not Deal Price or Market Price
Sullivan & Cromwell LLP - March 1, 2018
Articles
February 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
Articles
February 23, 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
S&C Memos
February 22, 2018
Dodd-Frank Whistleblower Provision
U.S. Supreme Court Holds That Dodd-Frank Act’s Whistleblower Provisions Cover Persons Who Report Concerns to the SEC, Not Those Who Exclusively Report Internally
Sullivan & Cromwell LLP - February 22, 2018
S&C Memos
February 21, 2018
U.S. Supreme Court Declines to Review Standing of Data Breach Plaintiffs
Court Will Not Disturb the D.C. Circuit’s Ruling in CareFirst Class Action, Allowing Plaintiffs to Proceed Based on a “Substantial Risk” of Harm, Rather than Actual Harm
Sullivan & Cromwell LLP - February 21, 2018
S&C Memos
February 20, 2018
Eleventh Circuit Affirms Ordinary Income Treatment of Forfeited Deposits on Lapsed Sale of Real Estate
Eleventh Circuit Affirms Tax Court Ruling That Gain Attributable to Forfeited Deposits With Respect to Sale of Hotel Is Ordinary Income
Sullivan & Cromwell LLP - 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
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 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
S&C Memos
February 7, 2018
S&C Memos
February 5, 2018
Banking Organization Capital Plans and Stress Tests
Federal Reserve Issues Instructions and Supervisory Scenarios for the 2018 Comprehensive Capital Analysis and Review and Dodd-Frank Act Stress Test Exercises
Sullivan & Cromwell LLP - February 5, 2018
Articles
February 2018
Articles
January 2018
S&C Memos
January 31, 2018
CFTC Issues New Guidance Relating to Virtual Currency Regulations
CFTC Issues Guidance on “Actual Delivery” Requirements for Virtual Currency Retail Commodity Transactions and Releases Backgrounder on Virtual Currency Regulatory Framework
Sullivan & Cromwell LLP - 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
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
Blog Posts
January 22, 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
S&C Memos
January 17, 2018
SEC Adopts Final Rule Relating to Security-Based Swap Communications
Publication or Distribution of Certain Communications Involving Security-Based Swaps Will Not Be Deemed an Offer for Purposes of Section 5 of the Securities Act
Sullivan & Cromwell LLP - 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
S&C Memos
January 2, 2018
Articles
January 2018
S&C Memos
December 29, 2017
TCL Comm’n v. Ericsson
District Court Issues Comprehensive Decision Determining Worldwide FRAND Royalty Rates for Ericsson’s 2G, 3G and 4G Wireless Standard Essential Patent Portfolio
Sullivan & Cromwell LLP - 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
S&C Memos
December 26, 2017
SEC Guidance on Reporting for U.S. Tax Reform
SEC Staff Releases Guidance on Form 8-K Reporting for the Re-Measurement of Deferred Tax Assets and on Initial Income Tax Effects of New Tax Legislation
Sullivan & Cromwell LLP - December 26, 2017
S&C Memos
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
Publications
December 20, 2017
Nicolas Bourtin Publishes Piece in Law.com’s Inside Track Newsletter
December 20, 2017
S&C Memos
December 20, 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 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
Delaware Supreme Court Reverses Dell Appraisal Decision in Continuation of DFC Reasoning
Court Rejects Court of Chancery’s Failure to Ascribe Weight to Deal Price or Market Price in Appraisal but Stops Short of Establishing a Deal-Price Presumption
Sullivan & Cromwell LLP - December 19, 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 13, 2017
Company Halts “Initial Coin Offering” After SEC Issues Cease-and-Desist Order; SEC Chairman Issues Statement on Blockchain-Based Offerings
Without Alleging Fraud, SEC Order Finds That Company’s Token Sale Was an Unregistered Public Securities Offering; SEC Chairman Jay Clayton Cautions on Initial Coin Offerings and Cryptocurrencies, While Noting Possibility of Valid Private Placements and Non-Security Tokens
Sullivan & Cromwell LLP - December 13, 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 12, 2017
Bank Capital Plans and Stress Tests
Federal Reserve Proposes a New Stress Testing Policy Statement, Several Enhancements to Supervisory Stress Test Model Disclosure and Amendments to its Stress Testing Scenario Design Framework
Sullivan & Cromwell LLP - December 12, 2017
S&C Memos
December 11, 2017
NYSE Changes Rule on Issuance of Material News Immediately After Market Hours
NYSE Prohibits NYSE Listed Companies from Releasing Material News for up to Five Minutes After NYSE Official Closing Time
Sullivan & Cromwell LLP - December 11, 2017
S&C Memos
December 8, 2017
New York State Paid Family Leave
Effective January 1, 2018, Employers Must Provide Most Employees up to Eight Weeks of Family Leave with Pay Equal to 50% of the Employee’s Average Weekly Wage as Limited by a Statutory Cap
Sullivan & Cromwell LLP - 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
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
S&C Memos
December 1, 2017
Second Circuit Rules Creditors Can Require Garnishees to Bring Assets From Abroad to the United States to Satisfy Judgments Against Foreign Sovereigns
In a Noteworthy Ruling for Judgment Creditors, the Second Circuit Held That the Foreign Sovereign Immunities Act Poses No Obstacle to Requiring a Bank in New York to Bring Funds It Holds Outside the United States to New York to Satisfy a Judgment Against Iran
Sullivan & Cromwell LLP - December 1, 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
Articles
November 20, 2017
S&C Memos
November 20, 2017
Financial Services Regulatory Reform Legislation
Senators Introduce Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - November 20, 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
ISS Releases 2018 Voting Policy Updates
Focus on Excessive Non-Employee Director Compensation, Board Diversity and Gender Pay Gap Continues While Poison Pills Return to the Spotlight
Sullivan & Cromwell LLP - 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
Articles
November 3, 2017
S&C Memos
November 3, 2017
SEC Staff Begins Taking Steps to Reform Shareholder Proposals
Guidance Contemplates New Board of Director Involvement in the “Ordinary Business” and “Economic Relevance” Exclusions and Suggests the Staff Would Give the Board’s Conclusion a Degree of Deference; Also Establishes Procedural Requirements for Proponents to Designate Representatives and Allows Shareholders and Issuers to Use Images in Proposals
Sullivan & Cromwell LLP - November 3, 2017
S&C Memos
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
Sullivan & Cromwell LLP - 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
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
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
S&C Memos
October 30, 2017
EU Merger Control
Recent EU General Court Judgments on Merger Control
Sullivan & Cromwell LLP - October 30, 2017
Articles
September/October 2017
S&C Memos
October 30, 2017
SEC Approves New PCAOB Auditor Reporting Standard
New Standard Expands the Scope of the Auditor’s Report and Requires Auditors to Identify and Discuss “Critical Audit Matters”
Sullivan & Cromwell LLP - October 30, 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 23, 2017
S&C Memos
October 20, 2017
Congressional Review Act
GAO Determines That Banking Agencies’ Leveraged Lending Guidance is a “Rule” and Therefore Subject to the Requirements of the Congressional Review Act
Sullivan & Cromwell LLP - 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
Articles
October/November 2017
S&C Memos
October 17, 2017