Guidance Provides Expectations With Respect to Digital Asset Custody Practices by New York-Regulated Entities
Sullivan & Cromwell LLP - January 25, 2023
Guidance Provides Expectations With Respect to Digital Asset Custody Practices by New York-Regulated Entities
Sullivan & Cromwell LLP - January 25, 2023
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
Revised Jurisdictional Thresholds and New Filing Fee Structure
Sullivan & Cromwell LLP - January 23, 2023
Assistant Attorney General Kenneth Polite Announces Additional Incentives for Companies to Voluntarily Disclose Misconduct, Cooperate, and Remediate
Sullivan & Cromwell LLP - January 19, 2023
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
IRS Notice Could Impact SPACs, Tax-Free Reorganizations, Intercompany Loans, and Accelerated Stock Repurchases
Sullivan & Cromwell LLP - January 10, 2023
Review of Significant ESG Developments and Additional Considerations for 2023
Sullivan & Cromwell LLP - January 10, 2023
Corporate Sustainability Reporting Directive Will Apply to Public and Private Companies, Including Many Non-EU Companies
Sullivan & Cromwell LLP - January 9, 2023
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
Sullivan & Cromwell LLP - January 6, 2023
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
Federal Reserve, FDIC, and OCC statement highlights crypto-asset risks to banking organizations
Sullivan & Cromwell LLP - January 4, 2023
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
SEC Staff Updates Guidance on Use of Non-GAAP Financial Measures
Sullivan & Cromwell LLP - December 19, 2022
Sullivan & Cromwell LLP - December 16, 2022
FSB Endorses the IAIS Holistic Framework and Discontinues Annual Identification of Global Systemically Important Insurers
Sullivan & Cromwell LLP - December 15, 2022
Disclosure Trends and Additional Form Considerations
Sullivan & Cromwell LLP - December 14, 2022
Sullivan & Cromwell LLP - December 13, 2022
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
Recent Vote Outcomes, ISS & Glass Lewis Policy Updates and Other Developments
Sullivan & Cromwell LLP - December 7, 2022
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
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
Sullivan & Cromwell LLP - November 22, 2022
SEC Action Imposes Substantial Additional Reporting Obligations
Sullivan & Cromwell LLP - November 21, 2022
New Policy Statement Condemns all “Facially Unfair” Anticompetitive Behavior
Sullivan & Cromwell LLP - November 18, 2022
Sullivan & Cromwell LLP - November 17, 2022
Federal Reserve Proposes to Publish Quarterly List of Institutions with Access to Federal Reserve Bank Accounts and Services
Sullivan & Cromwell LLP - November 16, 2022
Agency Proposes Comprehensive Updates to Cybersecurity Protections Covered Entities Are Required to Implement
Sullivan & Cromwell LLP - November 14, 2022
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
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
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
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
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
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
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
Sullivan & Cromwell LLP - October 27, 2022
Guidelines Further Illustrate Increased Emphasis on Enforcement
Sullivan & Cromwell LLP - October 26, 2022
New Supervisory Framework Applies to Depository Institution Holding Companies Significantly Engaged in Insurance Activities
Sullivan & Cromwell LLP - October 17, 2022
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
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
The SEC’s Cease-and-Desist Order Actuates Proposed Amendments to Rule 10b5-1
Sullivan & Cromwell LLP - September 26, 2022
President Biden Provides Formal Direction to CFIUS on Supply Chains, Investment Trends, and Other Risk Factors
Sullivan & Cromwell LLP - September 20, 2022
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
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
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
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
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
Sullivan & Cromwell LLP - August 22, 2022
Federal Reserve Guidance Imposes Requirements Similar to Those Imposed by the OCC and FDIC
Sullivan & Cromwell LLP - August 22, 2022
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
New, Multifaceted NAIC Initiative Devoted to Private Equity Ownership of Insurers and Insurer Investment Practices
Sullivan & Cromwell LLP - August 19, 2022
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
CFPB Issuances Demonstrate Continued Focus on Technology Companies and Personal Financial Data Protection
Sullivan & Cromwell LLP - August 16, 2022
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
Agency Considers Expanding Protections Covered Entities Are Required to Implement, Including Additional Cybersecurity Measures for Large Covered Entities
Sullivan & Cromwell LLP - August 15, 2022
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
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
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
Proposed Directive would apply to public and private companies, including many non-EU companies
Sullivan & Cromwell LLP - August 1, 2022
Proposed Amendments Would Significantly Narrow Standards for Exclusion on the Bases of Substantial Implementation, Duplication and Resubmission
Sullivan & Cromwell LLP - July 21, 2022
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
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
ANPR Reflects Continued Focus on “Junk Fees” and Signals Likelihood that CFPB will Revisit CARD Act Safe Harbor
Sullivan & Cromwell LLP - July 7, 2022
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
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
CFTC Seeks Public Input to Inform its Understanding of Climate-Related Financial Risk to Derivatives and Commodities Markets
Sullivan & Cromwell LLP - June 21, 2022
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
FCA Proposes Single Segment for Listing Equity Shares in Commercial Companies
Sullivan & Cromwell LLP - June 17, 2022
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
U.S. Supreme Court Rules That Airline Cargo Loaders Are Exempt From the Federal Arbitration Act
Sullivan & Cromwell LLP - June 15, 2022
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
Proposal Would Apply to Investment Advisers, Registered Investment Companies and Business Development Companies That Consider ESG Factors
Sullivan & Cromwell LLP - June 6, 2022
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
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
Upcoming Amendments to the UK Merger Control Thresholds and the Commencement of the UK FDI Regime
Sullivan & Cromwell LLP - May 31, 2022
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
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
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
Proposal Seeks to Modernize CRA Regulations and Standardize Their Application Across the Agencies
Sullivan & Cromwell LLP - May 23, 2022
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
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
California Board Gender Diversity Law Invalidated
Sullivan & Cromwell LLP - May 17, 2022
Amendments of Particular Significance for Bidders
Sullivan & Cromwell LLP - May 17, 2022
Order Aims to Foster Innovation, Protect Consumers and Create a Transparent Regulatory and Business Environment
Sullivan & Cromwell LLP - May 10, 2022
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
Guidance Highlights Importance of Blockchain Analytics Tools in Preventing and Managing Financial Risks and Suspicious Activities
Sullivan & Cromwell LLP - May 5, 2022
CFPB Also Seeks Comment on Update to Related Procedures
Sullivan & Cromwell LLP - April 29, 2022
Federal District Court Grants Liberty Global’s Motion for Summary Judgment, Holds the Section 245A Temporary Regulations Invalid
Sullivan & Cromwell LLP - April 28, 2022
Changes to U.K. Listing Rules and Disclosure Guidance and Transparency Rules
Sullivan & Cromwell LLP - April 27, 2022
Utah Is the Fourth State in the U.S. to Enact Comprehensive Privacy Legislation
Sullivan & Cromwell LLP - April 27, 2022
NYDFS Circular Letter Provides Guidance on Potential Control Issues in Transactions With New York Domiciled Insurers
Sullivan & Cromwell LLP - April 25, 2022
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
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
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
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
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
California Board Diversity Law Invalidated, but Focus on Board Diversity Remains
Sullivan & Cromwell LLP - April 5, 2022
Remarks Suggest “Reconcil[iation]” Approval for Large Regional Bank Mergers
Sullivan & Cromwell LLP - April 3, 2022
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
Proposals Relating to Business, International, Individual, Real Estate, and Digital Assets Taxation
Sullivan & Cromwell LLP - March 31, 2022
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
RFI Poses Questions on Long-Standing Regulatory Policies
Sullivan & Cromwell LLP - March 27, 2022
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
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
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
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
“Adjustable Interest Rate (LIBOR) Act” Is Enacted to Provide a Uniform, National Solution for “Tough Legacy” Contracts
Sullivan & Cromwell LLP - March 17, 2022
Sullivan & Cromwell LLP - March 15, 2022
Statutory Deadline for Decision Begins to Run When a Notice With Basic Information Is Submitted
Sullivan & Cromwell LLP - March 14, 2022
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
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
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
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
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
U.K. Government Proposes Most Significant Changes in a Generation
Sullivan & Cromwell LLP - March 7, 2022
Sullivan & Cromwell LLP - March 7, 2022
Department of Justice Creates Task Force to Hold Accountable Corrupt Russian Oligarchs
Sullivan & Cromwell LLP - March 3, 2022
The Administration Launches Funding Initiatives on Regional Clean Hydrogen Hubs and Clean Hydrogen Technologies
Sullivan & Cromwell LLP - February 28, 2022
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
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
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
Proposed Rules and Amendments Are Aimed at Enhancing Cybersecurity Preparedness and Improving Resilience Against Cybersecurity Risks
Sullivan & Cromwell LLP - February 18, 2022
Proposal Would Impose Substantial New Disclosure Obligations and Prohibitions on a Broad Range of Activities
Sullivan & Cromwell LLP - February 16, 2022
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
Sullivan & Cromwell LLP - February 14, 2022
Sweeping Changes Are Proposed to Regulation 13D-G
Sullivan & Cromwell LLP - February 14, 2022
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
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
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
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
“Misalignment of Interests” Between Sponsor and Stockholders a Source of Legal Risk for Directors of SPACs
Sullivan & Cromwell LLP - January 26, 2022
Disclosure Trends and Form Considerations
Sullivan & Cromwell LLP - January 26, 2022
Paper Outlines “Pros and Cons” of a CBDC and Requests Comments from Stakeholders
Sullivan & Cromwell LLP - January 23, 2022
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
Newly Enacted Law Requires New York State Court Defendants to Produce More Detailed Insurance Information
Sullivan & Cromwell LLP - January 7, 2022
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
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
Sullivan & Cromwell LLP - December 21, 2021
OCC Confirms That National Banks Must Demonstrate Adequate Controls Before They Can Engage in Certain Cryptocurrency Activities
Sullivan & Cromwell LLP - December 21, 2021
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
Sullivan & Cromwell LLP - December 20, 2021
Federal Trade Commission Strengthens Information Security Safeguards for Consumer Financial Information
Sullivan & Cromwell LLP - December 20, 2021
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
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
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
CMA Moves Against Big Tech With Decision to Unwind Facebook’s Acquisition of GIPHY
Sullivan & Cromwell LLP - December 7, 2021
Negotiators at COP26 Reached an Agreement to Foster International Carbon Credit Trading Markets
Sullivan & Cromwell LLP - November 30, 2021
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
Bulletin Reminds Banks of Prohibitions that Apply to Most Equity Investments in Venture Capital Funds
Sullivan & Cromwell LLP - November 24, 2021
Federal Reserve, FDIC and OCC Provide Update Regarding Crypto-Asset Regulation, Including Proposed Regulatory Roadmap for 2022
Sullivan & Cromwell LLP - November 24, 2021
Sullivan & Cromwell LLP - November 23, 2021
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
Sullivan & Cromwell LLP - November 18, 2021
SCOTUS Denies Cert in Challenge to SEC’s Suspicious Activity Reporting Regime
Sullivan & Cromwell LLP - November 15, 2021
Updated Guidance Emphasizes Timely Reporting, Virtual Currencies, and Whole-of-Government Approach to Enforcement
Sullivan & Cromwell LLP - November 11, 2021
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
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
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
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
Deputy Attorney General Lisa Monaco Announces Revisions to Justice Department Policy in Prosecuting and Resolving Corporate Investigations
Sullivan & Cromwell LLP - October 29, 2021
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
Attorney General Garland Sets Expectation for Increase in “Redlining” Investigations and Enforcement
Sullivan & Cromwell LLP - October 25, 2021
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
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
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
The OECD/G20 Inclusive Framework Reached a New Global Agreement on Profit Allocation and Minimum Tax
Sullivan & Cromwell LLP - October 12, 2021
Sullivan & Cromwell LLP - October 11, 2021
New California Law Expands Prohibition of Settlement NDAs
Sullivan & Cromwell LLP - October 11, 2021
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
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
EU General Court Upholds European Commission’s Analysis of Gun-Jumping by Altice
Sullivan & Cromwell LLP - October 1, 2021
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
Brick-and-Mortar and E-Commerce Retail Companies Vary in Adoption of Corporate Governance Practices
Sullivan & Cromwell LLP - September 29, 2021
New Guidance Incentivizes Reporting, Defensive Cybersecurity Measures for Companies Facing Ransomware Attacks
Sullivan & Cromwell LLP - September 23, 2021
SEC Division of Corporation Finance Publishes Sample Comment Letter Regarding Compliance With Existing Climate Change Disclosure Guidance
Sullivan & Cromwell LLP - September 23, 2021
Mega-Cap and Large-Cap Consumer Companies Vary in Adoption of Corporate Governance Practices
Sullivan & Cromwell LLP - September 22, 2021
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
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
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
Federal Reserve Publishes Additional Guide for Community Banks
Sullivan & Cromwell LLP - September 15, 2021
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
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
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
CFPB Proposed Rule Would Implement Dodd-Frank Small Business Lending Data Collection Requirements
Sullivan & Cromwell LLP - September 10, 2021
Sullivan & Cromwell LLP - September 8, 2021
Investor Advisory Subcommittees Publish Draft Recommendations Addressing SPAC Disclosure Concerns; Recommend Further SEC Analysis
Sullivan & Cromwell LLP - September 8, 2021
Federal Reserve, FDIC and OCC Publish Guide for Community Banks
Sullivan & Cromwell LLP - September 3, 2021
Actions Illustrate SEC’s Heightened Focus on Cybersecurity Controls and Disclosure Controls and Procedures in the Cybersecurity Context
Sullivan & Cromwell LLP - September 1, 2021
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
NYSE Adds Back $120,000 Threshold to Related Party Transaction Requirements
Sullivan & Cromwell LLP - August 31, 2021
FTC Revises Treatment of Debt Payoff in HSR Analyses
Sullivan & Cromwell LLP - August 27, 2021
Sullivan & Cromwell LLP - August 23, 2021
Action Underscores SEC’s Heightened Focus on the Timely and Effective Remediation and Disclosure of Cybersecurity Incidents
Sullivan & Cromwell LLP - August 18, 2021
Recent CFTC Statements and Recommendations Emphasize the Importance of the Transition Away From LIBOR
Sullivan & Cromwell LLP - August 16, 2021
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
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
SEC Chair Gary Gensler Expects Staff Will Propose Mandatory Climate Risk Disclosure Rules to Commission by Year-End
Sullivan & Cromwell LLP - July 29, 2021
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
U.S. Executive Agencies Publish Advisory Discussing Risks and Considerations for Businesses and Individuals Operating in Hong Kong
Sullivan & Cromwell LLP - July 19, 2021
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
Agency Recommends Preventative Measures Amid Growing Regulatory Focus on the Ransomware Threat
Sullivan & Cromwell LLP - July 2, 2021
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
FDIC Publishes New Guidance Streamlining Resolution Planning for Specified IDIs
Sullivan & Cromwell LLP - June 29, 2021
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
Largest Shareholder Did not Owe Fiduciary Duties Absent Domination Over Independent Special Committee’s Merger Negotiations
Sullivan & Cromwell LLP - June 21, 2021
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
Sullivan & Cromwell LLP - June 17, 2021
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
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
Sullivan & Cromwell LLP - June 10, 2021
Sullivan & Cromwell LLP - June 2021
SEC Chair Gensler’s Speech Indicates Areas of Potential Rulemaking
Sullivan & Cromwell LLP - June 7, 2021
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
Sullivan & Cromwell LLP - May 27, 2021
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
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
Sweeping Order Aims to Improve and Modernize the United States’ Cybersecurity Defenses in Partnership With the Private Sector
Sullivan & Cromwell LLP - May 14, 2021
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
Issuers Should Review Structured Instruments to Identify any Mismatch in Payments Arising From Differing State Laws
Sullivan & Cromwell LLP - May 3, 2021
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
Report Characterizes Attack as a “Wake-up” Call, Recommends Cybersecurity Measures for Financial Services Industry
Sullivan & Cromwell LLP - April 29, 2021
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
The Ruling Could Significantly Impact the FTC’s Enforcement Program
Sullivan & Cromwell LLP - April 22, 2021
CFPB and DFS Issuances Signal Potential Renewed Emphasis on Addressing Sex-Based Discrimination in Lending
Sullivan & Cromwell LLP - April 21, 2021
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
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
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
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
DFS Announces New Actions to Promote Diversity, Equity and Inclusion in the Insurance Industry
Sullivan & Cromwell LLP - April 1, 2021
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
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
Most Significant Changes in a Decade Made as Regulatory Scrutiny of M&A Intensifies Worldwide
Sullivan & Cromwell LLP - March 31, 2021
European Commission Extends Jurisdiction to Non-Reportable Transactions
Sullivan & Cromwell LLP - March 31, 2021
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
Sullivan & Cromwell LLP - March 19, 2021
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
FinCEN Informs Financial Institutions of New AML Measures to Combat the Illegal Trade in Antiquities and Art
Sullivan & Cromwell LLP - March 18, 2021
Sullivan & Cromwell LLP - March 15, 2021
Virginia Is the Second State to Enact Comprehensive Privacy Legislation in the U.S.
Sullivan & Cromwell LLP - March 11, 2021
Sullivan & Cromwell LLP - March 4, 2021
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
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
Sullivan & Cromwell LLP - February 17, 2021
The Policy Change Means That the Commission Will No Longer Consider Settlement Offers Conditioned on Granting a Waiver
Sullivan & Cromwell LLP - February 12, 2021
The DFS Issues Guidance to Insurers on Best Practices to Manage Their Cyber Insurance Risk
Sullivan & Cromwell LLP - February 12, 2021
Corporate Transparency Act: Beneficial Ownership Reporting and Disclosure
Sullivan & Cromwell LLP - February 11, 2021
Disclosure Trends and Form Considerations for Issuers Preparing Filings for Fiscal Year 2020
Sullivan & Cromwell LLP - February 9, 2021
Focus on Diversity and Climate Change
Sullivan & Cromwell LLP - February 8, 2021
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
In Numerous Transactions, Burden of Proof Would Shift to Merging Companies, Instead of Regulators
Sullivan & Cromwell LLP - February 8, 2021
Final Regulations Largely Conform to Proposed Regulations, but with Taxpayer-Friendly Modifications
Sullivan & Cromwell LLP - February 1, 2021
CFTC Issues Letter Authorizing the NFA’s Review Process for Approving Swap Dealer Internal Models
Sullivan & Cromwell LLP - January 22, 2021
Major German Competition Law Reform Introduces Merger Control Changes and Claims Role as Leading Tech Antitrust Enforcer
Sullivan & Cromwell LLP - January 21, 2021
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
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
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
“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
Latest Stimulus Legislation Provides Additional Coronavirus Relief
Sullivan & Cromwell LLP - January 5, 2021
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
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
OFAC Clarifies the Scope of E.O. 13959 with New FAQs and Issues Communist Chinese Military Companies List
Sullivan & Cromwell LLP - December 31, 2020
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
FDIC Adopts Final Rule Updating its Brokered Deposits Regulations
Sullivan & Cromwell LLP - December 29, 2020
Sullivan & Cromwell LLP - December 28, 2020
New Rule and Related Amendments Modernize Derivatives Regime and Streamline Fund Requirements
Sullivan & Cromwell LLP - December 23, 2020
The Court of Appeal Sanctioned the Scheme and Reversed the Lower Court’s Decision
Sullivan & Cromwell LLP - December 23, 2020
Final Rules Require Oil, Gas and Mining Companies to Disclose Payments Made to Governments for Resource Development
Sullivan & Cromwell LLP - December 22, 2020
Review of CFTC Final Rule Covering Cross-Border Swaps Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - December 22, 2020
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
Joint Venture to Be Led by Division of Examinations and Division of Trading and Markets
Sullivan & Cromwell LLP - December 21, 2020
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
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
Regulating Big Tech: The Draft EU Platform and Online Content Legislation Reveals an Ambitious Plan
Sullivan & Cromwell LLP - December 20, 2020
U.S. Legal Considerations Regarding Implementing a COVID-19 Vaccine Policy, Including the EEOC’s Recent Guidance
Sullivan & Cromwell LLP - December 18, 2020
New Legislation to Implement Comprehensive Modernization and Reform of the US AML/CFT Regime
Sullivan & Cromwell LLP - December 17, 2020
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
CFTC Adopts Final Rule on Electronic Trading Risk Principles
Sullivan & Cromwell LLP - December 16, 2020
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
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
Massachusetts District Court Interprets Wire Fraud Statute More Narrowly Following Supreme Court’s Kelly Decision
Sullivan & Cromwell LLP - December 8, 2020
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
Renewables M&A Series – Part 3
Sullivan & Cromwell LLP - December 3, 2020
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
Sullivan & Cromwell LLP - December 2, 2020
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
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
Amendments to Regulation S-K Modernize, Simplify and Enhance MD&A and Other Financial Disclosures
Sullivan & Cromwell LLP - November 23, 2020
Renewables Series – Part 2
Sullivan & Cromwell LLP - November 19, 2020
Charges Against Five Firms Highlight Division of Enforcement’s Initiative Concerning Risks of Complex Exchange-Traded Products
Sullivan & Cromwell LLP - November 17, 2020
New Executive Order Prohibits U.S. Persons from “Transacting” in Publicly Traded Securities of “Communist Chinese Military Companies”
Sullivan & Cromwell LLP - November 17, 2020
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
Renewables Series – Part 1
Sullivan & Cromwell LLP - November 9, 2020
Advisory Highlights Risks Relating to the Involvement of “Blocked Persons” in Transactions in the High-Value Art Market
Sullivan & Cromwell LLP - November 5, 2020
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
Sullivan & Cromwell LLP - November 3, 2020
A Practitioner’s View
Sullivan & Cromwell LLP - October 29, 2020
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
Many Conditions Would Attach to the Proposed Exemption, Including a Requirement That Finders Be Natural Persons
Sullivan & Cromwell LLP - October 20, 2020
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
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
DOJ Calls for Increased Interagency and International Cooperation in Enforcing Virtual Currency Regulations.
Sullivan & Cromwell LLP - October 12, 2020
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
New Minimum Requirements Build Upon Existing Law Mandating Female Representation
Sullivan & Cromwell LLP - October 1, 2020
DOJ and SEC Bring Insider Trading Charges Against Index Manager
Sullivan & Cromwell LLP - October 1, 2020
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
New Rules Aim to “Properly Award Whistleblowers to the Maximum Extent Appropriate”
Sullivan & Cromwell LLP - September 30, 2020
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
Sullivan & Cromwell LLP - September 29, 2020
Hydrogen Series – Part 2
Sullivan & Cromwell LLP - September 28, 2020
Sullivan & Cromwell LLP - September 28, 2020
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
OCC Interpretive Letter Confirms National Bank Authority to Hold Stablecoin Reserves
Sullivan & Cromwell LLP - September 24, 2020
Hydrogen Series – Part 1
Sullivan & Cromwell LLP - September 23, 2020
Sullivan & Cromwell LLP - September 21, 2020
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
Sullivan & Cromwell LLP - September 17, 2020
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
Sullivan & Cromwell LLP - September 11, 2020
The Updated EEOC Guidance Provides Further Clarity for Employers Concerning the ADA and COVID-19
Sullivan & Cromwell LLP - June 4, 2021
CFTC Adopts Final Rule Implementing Capital Requirements for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - September 9, 2020
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
Amendments Expand Persons and Categories of Entities That Qualify as Accredited Investors
Sullivan & Cromwell LLP - August 31, 2020
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
Sullivan & Cromwell LLP - August 27, 2020
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
Sullivan & Cromwell LLP - August 17, 2020
NYMEX and Two Ex-Staffers to Pay $4M Fine in CFTC Settlement
Sullivan & Cromwell LLP - August 14, 2020
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
Sullivan & Cromwell LLP - August 12, 2020
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
Final Regulations Adopt 2018 Proposed Regulations With Key Modifications
Sullivan & Cromwell LLP - August 6, 2020
Proposed Regulations Resolve Several Ambiguities Under the Statute
Sullivan & Cromwell LLP - August 6, 2020
Changes Clarify and Update Rules Governing the Protection and Disclosure of CSI and Other Nonpublic Information
Sullivan & Cromwell LLP - August 5, 2020
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
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
Sullivan & Cromwell LLP - July 28, 2020
Proxy Advisors Required to Provide Notice of Company Responses to Recommendations and Comprehensive Disclosure of Conflicts of Interest
Sullivan & Cromwell LLP - July 28, 2020
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
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
Proposed Rule Would Facilitate Use of Bank-Partnership Model in the Fintech Industry
Sullivan & Cromwell LLP - July 24, 2020
OCC Interpretive Letter Confirms National Bank Authority to Provide Cryptocurrency Custody Services
Sullivan & Cromwell LLP - July 23, 2020
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
Sullivan & Cromwell LLP - July 22, 2020
Affecting Emergency Bylaws, Indemnification and Other Matters
Sullivan & Cromwell LLP - July 22, 2020
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
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
Sullivan & Cromwell LLP - July 15, 2020
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
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
U.S. Congress Passes Sanctions Bill in Response to Chinese National Security Law
Sullivan & Cromwell LLP - July 7, 2020
Federal Reserve and FDIC Provide Information to U.S. G-SIBs Regarding 2021 Targeted Resolution Plans
Sullivan & Cromwell LLP - July 2, 2020
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
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
Sullivan & Cromwell LLP - July 1, 2020
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
Considerations for U.S. Public Company Directors
Sullivan & Cromwell LLP - June 29, 2020
Antitrust Division and SEC Execute Memorandum of Understanding to Coordinate Efforts to Increase Competition in Securities Industry
Sullivan & Cromwell LLP - June 29, 2020
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
Federal Agencies Finalize Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - June 27, 2020
CFTC Releases New Proposed Rule on Electronic Trading Risk Principles and Withdraws Regulation AT Proposal
Sullivan & Cromwell LLP - June 26, 2020
Court Rejects Work Product Protection for Report
Sullivan & Cromwell LLP - June 26, 2020
Sullivan & Cromwell LLP - June 26, 2020
UK Government Adds to National Security Intervention Powers
Sullivan & Cromwell LLP - June 26, 2020
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
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
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
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
The Updated EEOC Guidance Addresses Best Practices for Employers to Determine if Employees Need an Accommodation
Sullivan & Cromwell LLP - June 12, 2020
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
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
Key Changes Enacted in the Paycheck Protection Program Flexibility Act of 2020
Sullivan & Cromwell LLP - June 6, 2020
U.K. Government Updates Terms of Covid Corporate Financing Facility
Sullivan & Cromwell LLP - June 5, 2020
The Guidance Sets Forth Certain Requirements for the Reopening of Businesses, Including Offices
Sullivan & Cromwell LLP - June 15, 2021
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
Sullivan & Cromwell LLP - June 2, 2020
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
Developments Affecting Business Interruption Insurance, Workers’ Compensation and Auto Insurance
Sullivan & Cromwell LLP - May 29, 2020
Federal Reserve, FDIC, NCUA and OCC Issue Interagency Lending Principles for Offering Responsible Small-Dollar Loans
Sullivan & Cromwell LLP - May 28, 2020
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
Sullivan & Cromwell LLP - May 21, 2020
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
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
The Updated EEOC Guidance Addresses Permissible Medical Inquiries and Examinations During the Ongoing Pandemic
Sullivan & Cromwell LLP - May 11, 2020
Sullivan & Cromwell LLP - May 11, 2020
Sullivan & Cromwell LLP - May 4, 2020
Proposed Legislation Would Prevent Mergers and Acquisitions by Most Companies and Investment Funds During the COVID-19 Pandemic
Sullivan & Cromwell LLP - May 1, 2020
Filing Fees Effective for Transactions Entered Into On or After February 13, 2020
Sullivan & Cromwell LLP - May 1, 2020
EU Taxonomy, Updated Equator Principles, New Actions by Securities Regulators and Other Recent Developments
Sullivan & Cromwell LLP - April 30, 2020
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
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
Stimulus Legislation To Replenish the Paycheck Protection Program by Providing an Additional $310 Billion
Sullivan & Cromwell LLP - April 23, 2020
Sullivan & Cromwell LLP - April 23, 2020
New Set of Foreign Investment Measures Adopted in France and Applicable as from April 1, 2020
Sullivan & Cromwell LLP - April 22, 2020
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
OFAC Issues Guidance on Sanctions Compliance and Provision of Humanitarian Assistance and Trade to Combat COVID-19
Sullivan & Cromwell LLP - April 21, 2020
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
FinCEN, the OCC and SBA Issue Guidance Regarding BSA Obligations and the Paycheck Protection Program
Sullivan & Cromwell LLP - April 16, 2020
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
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
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
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
Sullivan & Cromwell LLP - April 14, 2020
CFTC Revises Final Deadline for Compliance With Rule on Margin Requirements for Uncleared Swaps
Sullivan & Cromwell LLP - April 13, 2020
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
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
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
European Commission Expands COVID-19 State Aid Temporary Framework, and Approves 52 State Aid Notifications Worth Over €500bn
Sullivan & Cromwell LLP - April 10, 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
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
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
Sullivan & Cromwell LLP - April 9, 2020
Updated Guidance Relaxes Notice and Access Timing Requirements When Delays Are Unavoidable
Sullivan & Cromwell LLP - April 9, 2020
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
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
Sullivan & Cromwell LLP - April 3, 2020
Practical Considerations to Address the Unique Challenges and Circumstances Created by COVID-19
Sullivan & Cromwell LLP - April 2, 2020
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
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
The European Commission Issues Guidelines Calling for Heightened Scrutiny of Foreign Investments in the EU
Sullivan & Cromwell LLP - March 30, 2020
Companies Should Be Alert to Cybercriminals Exploiting Remote Working Vulnerabilities and Interest in COVID-19
Sullivan & Cromwell LLP - March 30, 2020
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
CARES Act Provides Tax Relief to Businesses
Sullivan & Cromwell LLP - March 30, 2020
Coronavirus Aid, Relief, and Economic Security Act Contains Limitation on Share Repurchases for Companies Receiving Assistance
Sullivan & Cromwell LLP - March 29, 2020
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
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
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
Sullivan & Cromwell LLP - March 27, 2020
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
Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 26, 2020
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
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
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
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
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
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
Regulator Authorizes Action by the Enterprises in Light of the COVID 19 National Emergency
Sullivan & Cromwell LLP - March 24, 2020
Governor Cuomo Issues Executive Order Permitting Notarization via Audio-Video Technology through April 18, 2020
Sullivan & Cromwell LLP - March 23, 2020
Regulators Issue Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by COVID-19
Sullivan & Cromwell LLP - March 22, 2020
Sullivan & Cromwell LLP - March 21, 2020
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
Temporary Framework for EU State Aid in Response to COVID-19 Outbreak (Update)
Sullivan & Cromwell LLP - March 20, 2020
Disclosure Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 20, 2020
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
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
Agencies Working Remotely, Modified Timelines Expected
Sullivan & Cromwell LLP - March 19, 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
FinCEN Issues BSA Reporting Guidance
Sullivan & Cromwell LLP - March 19, 2020
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
Legal Considerations in Light of COVID-19 and New SEC Guidance
Sullivan & Cromwell LLP - March 18, 2020
Corporate Governance Considerations in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 18, 2020
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
Temporary Framework for EU State Aid in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 17, 2020
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
Sullivan & Cromwell LLP - March 12, 2020
The Rise of ESG Metrics in Executive Compensation
Sullivan & Cromwell LLP - March 10, 2020
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
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
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
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
Sullivan & Cromwell LLP - February 13, 2020
Final Revisions to Rules for Foreign Investment Review by the United States Government Have Become Effective
Sullivan & Cromwell LLP - February 13, 2020
Abandoned Merger Signals Active Agency Scrutiny of Disruptive Competitors
Sullivan & Cromwell LLP - February 12, 2020
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
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
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
Federal Agencies Propose Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - January 31, 2020
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
Federal Reserve Adopts Final Rule Revising the “Controlling Influence” Prong of Its Control Rules
Sullivan & Cromwell LLP - January 31, 2020
Sullivan & Cromwell LLP - January 21, 2020
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
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
CFTC Cross-Border Swaps Rule Proposal Addresses Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - January 16, 2020
Proposed Rules Seek to Address Issuers’ Concerns About Cost of Compliance and Potential Competitive Harm
Sullivan & Cromwell LLP - January 15, 2020
Sullivan & Cromwell LLP - January 14, 2020
Sullivan & Cromwell LLP - January 12, 2020
FDIC and OCC Issue Notice of Proposed Rulemaking on Revisions to the Community Reinvestment Act Regulations
Sullivan & Cromwell LLP - January 10, 2020
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
SEC Senior Staff Joint Statement Includes Observations and Reminders for Audit Committees on Oversight of Financial Reporting
Sullivan & Cromwell LLP - January 7, 2020
Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2019
Sullivan & Cromwell LLP - January 7, 2020
Proposed Amendments Would Expand Persons and Categories of Entities that Qualify as Accredited Investors
Sullivan & Cromwell LLP - January 7, 2020
The Court Rejects Argument That Minority Stockholder Was a Controlling Stockholder and Dismisses Breach of Fiduciary Duty Claims
Sullivan & Cromwell LLP - January 6, 2020
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
Abandoned Illumina/Pacific Biosciences Merger Exemplifies Increased Scrutiny in US and UK
Sullivan & Cromwell LLP - January 6, 2020
FSOC Finalizes Changes to Nonbank SIFI Designation Guidance
Sullivan & Cromwell LLP - January 2, 2020
Sullivan & Cromwell LLP - December 30, 2019
Sullivan & Cromwell LLP - December 27, 2019
The Court Finds Buyer Breached Best Efforts Covenant and Orders Buyer to Close Transaction
Sullivan & Cromwell LLP - December 20, 2019
DOJ Policy Includes Concrete Benefits for Voluntary Self-Disclosure but Requires that Disclosure Be Made Directly to DOJ
Sullivan & Cromwell LLP - December 19, 2019
NLRB Holds That Employers May Maintain Confidentiality of Ongoing Workplace Investigations or Interviews
Sullivan & Cromwell LLP - December 19, 2019
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
FDIC Proposes to Revise Its Rules on Brokered Deposits
Sullivan & Cromwell LLP - December 16, 2019
Banking Agencies Finalize Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposure
Sullivan & Cromwell LLP - December 12, 2019
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
Federal Bank Regulators Finalize Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - December 10, 2019
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
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
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
Banking Agencies Issue Final Supplementary Leverage Ratio Rule for Custodial Banks
Sullivan & Cromwell LLP - December 4, 2019
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
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
Proposal Would Permit Companies to Raise Capital in Direct Listings and Modify Distribution Requirements
Sullivan & Cromwell LLP - December 2, 2019
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
After the Ninth Circuit Held Against Altera, the Ninth Circuit Denies Altera’s Petition for Rehearing En Banc
Sullivan & Cromwell LLP - November 15, 2019
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
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
Sullivan & Cromwell LLP - November 6, 2019
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
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
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
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
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
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
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
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
Sullivan & Cromwell LLP - October 10, 2019
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
Comment Period for the ISS Benchmark Policy Open Until October 18
Sullivan & Cromwell LLP - October 8, 2019
Treasury Proposes CFIUS Regulations to Implement Reforms Enacted Under the Foreign Investment Risk Review Modernization Act of 2018
Sullivan & Cromwell LLP - October 7, 2019
Sullivan & Cromwell LLP - October 7, 2019
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
Prudential Regulators Propose Rules Amending Current Swap Margin Requirements for Covered Swap Entities
Sullivan & Cromwell LLP - October 4, 2019
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
FDIC Adopts Final Rule Simplifying Capital Requirements for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - September 30, 2019
SEC Adopts Rule Permitting All Issuers to Use “Test-the-Waters” Communications
Sullivan & Cromwell LLP - September 27, 2019
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
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
Proposed Regulations Eliminate Taxpayer-Friendly Safe Harbor for Calculating Section 382 Recognized Built-In Gains and Losses
Sullivan & Cromwell LLP - September 18, 2019
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
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
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
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
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
Business Roundtable “Statement on the Purpose of a Corporation” Proposes New Paradigm
Sullivan & Cromwell LLP - August 20, 2019
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
Sullivan & Cromwell LLP - August 7, 2019
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
New Guidance is Likely to Provide Greater Certainty for the Application of Existing Rules
Sullivan & Cromwell LLP - July 29, 2019
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
New York Amends Data Breach Notification Statute and Requires Businesses to Comply with Reasonable Security Requirements
Sullivan & Cromwell LLP - July 26, 2019
Sullivan & Cromwell LLP - July 25, 2019
Joint Statement Emphasizes the Agencies’ Risk-Focused Approach to Examinations of BSA/AML Compliance Programs
Sullivan & Cromwell LLP - July 23, 2019
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
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
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
Federal Banking Agencies Finalize Capital Rule Simplifications for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - July 12, 2019
Sullivan & Cromwell LLP - July 12, 2019
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
Federal Reserve Eliminates Standalone Prior Approval Requirement for Common Stock Repurchases
Sullivan & Cromwell LLP - July 9, 2019
Final Regulations Provide Additional Detail While Leaving Certain Issues Open to Future Guidance
Sullivan & Cromwell LLP - July 8, 2019
New Loan Standards, Proposed EU Green Bond Standard and Other Recent Developments
Sullivan & Cromwell LLP - July 8, 2019
Sullivan & Cromwell LLP - July 5, 2019
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
The SEC Issues Comprehensive Request for Comment on the Framework for Exempt Offerings under the Securities Act
Sullivan & Cromwell LLP - July 1, 2019
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
United States Supreme Court Rules for Taxpayer in Trust State Income Taxation Case
Sullivan & Cromwell LLP - June 28, 2019
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
Basel Committee Significantly Revises Leverage Ratio Treatment of Client Cleared Derivatives and Introduces New Leverage Ratio Disclosure Requirements
Sullivan & Cromwell LLP - June 27, 2019
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
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
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
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
A Fundamental Change – Domestic Partnerships Will Be Treated as Aggregates for Many GILTI and Subpart F Purposes
Sullivan & Cromwell LLP - June 24, 2019
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
After New Judge Joins the Panel, the Ninth Circuit Again Reverses the Tax Court Decision in Altera
Sullivan & Cromwell LLP - June 20, 2019
Proposal Provides Greater Clarity, but Does not Address a Number of Key Issues
Sullivan & Cromwell LLP - June 17, 2019
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
FinCEN Issues Updated Convertible Virtual Currency Guidance
Sullivan & Cromwell LLP - June 14, 2019
IRS Issues Final Regulations on Charitable Contributions that Reduce State and Local Taxes
Sullivan & Cromwell LLP - June 12, 2019
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
Sullivan & Cromwell LLP - May 30, 2019
The SEC Proposes Amendments and Interpretive Guidance Addressing the Cross-Border Application of Certain Security-Based Swap Requirements
Sullivan & Cromwell LLP - May 29, 2019
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
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
Sullivan & Cromwell LLP - May 10, 2019
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
Federal Reserve, OCC and FDIC Propose Amendments to the Supplementary Leverage Ratio Requirements for Custodial Banking Organizations
Sullivan & Cromwell LLP - May 10, 2019
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
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
CFPB Requests Information to Address Potential Concerns Arising from Termination of Temporary Exemption
Sullivan & Cromwell LLP - May 3, 2019
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
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
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
Sullivan & Cromwell LLP - April 29, 2019
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
U.S. Supreme Court Holds That an Ambiguous Arbitration Agreement Cannot Support Class Arbitration
Sullivan & Cromwell LLP - 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
Sullivan & Cromwell LLP - April 25, 2019
Federal Reserve Proposes Revision of Its Control Rules
Sullivan & Cromwell LLP - April 24, 2019
New Proposed Regulations Resolve Many Issues Left Open by Initial Proposed Regulations
Sullivan & Cromwell LLP - April 24, 2019
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
The Court Directs Entry of Judgment at Deal Price Less Synergies, 22.6% Below Deal Price
Sullivan & Cromwell LLP - April 18, 2019
Federal Banking Agencies Propose Regulatory Capital Deductions for Investments by Advanced Approaches Banking Organizations in TLAC-Eligible Debt
Sullivan & Cromwell LLP - April 18, 2019
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
New EU Regulation Focuses on Cooperation Between Member States and the EU Commission
Sullivan & Cromwell LLP - April 15, 2019
Employers Must Provide Training by December 31, 2019 and on an Annual Basis Thereafter
Sullivan & Cromwell LLP - April 11, 2019
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
SEC Division of Corporation Finance Issues First No-Action Letter Considering Registration of an ICO
Sullivan & Cromwell LLP - April 5, 2019
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
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
The PCAOB Provides Guidance Regarding Implementation of Critical Audit Matter Requirements
Sullivan & Cromwell LLP - March 25, 2019
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
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
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
Sullivan & Cromwell LLP - March 14, 2019
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
U.S. Supreme Court Rejects Absolute Immunity for International Organizations Under International Organizations Immunity Act
Sullivan & Cromwell LLP - March 11, 2019
Sullivan & Cromwell LLP - March 1, 2019
The SEC Proposes to Expand the Permitted Use of “Test-the-Waters” Communications to All Issuers
Sullivan & Cromwell LLP - February 27, 2019
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
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
Federal Bank Regulators Propose Simplified Leverage Capital Ratio for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - February 21, 2019
HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - February 15, 2019
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
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
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
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
Sullivan & Cromwell LLP - January 18, 2019
SEC Proposes Rules Requiring the Application of Risk Mitigation Techniques to Uncleared Portfolios of Security-Based Swaps
Sullivan & Cromwell LLP - January 17, 2019
Sullivan & Cromwell LLP - January 15, 2019
E.D. Texas Holding Is Contrary to Recent N.D. California Decision
Sullivan & Cromwell LLP - January 10, 2019
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
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
Problematic Pay Practices Expanded to Include Problematic Good Reason Definitions; Excessive Director Compensation Policy Implementation Delayed Until 2020
Sullivan & Cromwell LLP - January 3, 2019
Proposed Regulations Would Implement and Provide Guidance Regarding the New Section 163(j) Provisions
Sullivan & Cromwell LLP - December 31, 2018
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
FDIC and OCC Propose Amendments to Their Stress Testing Rules
Sullivan & Cromwell LLP - December 27, 2018
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
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
Threshold Increase for the Major Assets Prohibition in the Depository Institution Management Interlocks Act Rules
Sullivan & Cromwell LLP - December 21, 2018
FDIC Seeks Public Input as It Comprehensively Reviews Brokered Deposit and Interest Rate Regulations
Sullivan & Cromwell LLP - December 20, 2018
Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2018
Sullivan & Cromwell LLP - December 19, 2018
Sullivan & Cromwell LLP - December 10, 2018
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
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
Sullivan & Cromwell LLP - November 30, 2018
Recent Enforcement and Policy Developments—New Tools and New Theories
Sullivan & Cromwell LLP - November 28, 2018
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
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
Federal Bank Regulators Propose Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - November 26, 2018
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
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
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
Practical Guidance for Directors and Board Committees
Sullivan & Cromwell LLP - November 15, 2018
Northern District of California Grants Summary Judgement That Qualcomm Must License Its Standard-Essential Patents at Chip Level
Sullivan & Cromwell LLP - November 8, 2018
Federal Reserve Establishes a New Rating System for the Supervision of Large Financial Institutions
Sullivan & Cromwell LLP - November 5, 2018
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
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
Proposed Regulations Would Reduce Amounts Subject to U.S. Taxation for Certain U.S. Corporate Taxpayers
Sullivan & Cromwell LLP - October 31, 2018
Affirms Decision of Lower Court in Unwired Planet v. Huawei
Sullivan & Cromwell LLP - October 25, 2018
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
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
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
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
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
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
Sullivan & Cromwell LLP - October 17, 2018
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
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
Revised Materials Clarify That Training Deadline Is October 9, 2019 – Not January 1, 2019 as Previously Stated
Sullivan & Cromwell LLP - October 10, 2018
Financial Regulators Discuss Implementation of the “Economic Growth, Regulatory Relief, and Consumer Protection Act”
Sullivan & Cromwell LLP - October 9, 2018
Federal Reserve Official Previews Risk-Based Regulatory Tailoring Agenda
Sullivan & Cromwell LLP - October 9, 2018
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
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
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
Sullivan & Cromwell LLP - October 4, 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
Federal Banking Agencies Issue Proposed Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposures
Sullivan & Cromwell LLP - October 3, 2018
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
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
New IRS Regulations Update Rules for Substantiation of Charitable Contributions
Sullivan & Cromwell LLP - September 20, 2018
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
Employers Must Adopt New Policy by October 9, 2018 and Provide Training by January 1, 2019
Sullivan & Cromwell LLP - September 19, 2018
Withdrawal of Interpretive Letters Issued in 2004 to Institutional Shareholder Services, Inc. and Egan-Jones Proxy Services
Sullivan & Cromwell LLP - September 14, 2018
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
California State Legislature Amends Recently Enacted California Privacy Statute to Include Key Clarifications and Additional Exemptions for Businesses
Sullivan & Cromwell LLP - September 6, 2018
All-Mobile Banking Services Company Varo Money Receives Preliminary Conditional Approval for a National Bank Charter
Sullivan & Cromwell LLP - September 5, 2018
OCC Issues Advance Notice of Proposed Rulemaking to Improve the Regulatory Framework Implementing the Community Reinvestment Act
Sullivan & Cromwell LLP - September 4, 2018
Proposed Regulations Follow Earlier Guidance With Modifications and Additions
Sullivan & Cromwell LLP - August 31, 2018
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
IRS Issues Proposed Regulations on Charitable Contributions and State and Local Tax Credits and Deductions
Sullivan & Cromwell LLP - August 24, 2018
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
Proposed Regulations Would Implement Several Anti-Abuse Rules and Provide Computational and Definitional Guidance
Sullivan & Cromwell LLP - August 20, 2018
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
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
New Judge Added to Panel to Reconsider the Appeal
Sullivan & Cromwell LLP - August 7, 2018
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
OCC Issues Licensing Manual Supplement for Fintech Company Charter Applications
Sullivan & Cromwell LLP - August 3, 2018
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
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
Well-Conceived Bank Mergers Should Not Be Unduly Discouraged by "Day-One" Market Reactions
Sullivan & Cromwell LLP - July 30, 2018
Banking and Insurance Provisions of the “JOBS and Investor Confidence Act of 2018”
Sullivan & Cromwell LLP - July 30, 2018
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
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
Joint Guidelines on the New “Size-of-Transaction” Tests
Sullivan & Cromwell LLP - July 23, 2018
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
Second Circuit Reverses a Section 1782 Order Directing a Law Firm to Produce a Foreign Client’s Documents
Sullivan & Cromwell LLP - July 17, 2018
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
The Court Concludes That SEC Demands for Injunctions Operate as Penalties for Purposes of Applicable Statute of Limitations
Sullivan & Cromwell LLP - July 16, 2018
Basel Committee Issues Revised G-SIB Assessment Framework
Sullivan & Cromwell LLP - July 13, 2018
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
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
Sullivan & Cromwell LLP - July 11, 2018
Sullivan & Cromwell LLP - July 10, 2018
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
New Statute Introduces Privacy Protections for California Consumers and Subjects Businesses to Potential Liability
Sullivan & Cromwell LLP - July 2, 2018
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
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
Sullivan & Cromwell LLP - June 27, 2018
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
Court Rules That SEC’s ALJs Were Improperly Appointed and Orders Reconsideration of Matters Before Them
Sullivan & Cromwell LLP - June 22, 2018
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
SEC Corporation Finance Director Lays Out the Staff’s Analysis in Assessing Whether Digital Assets Constitute Securities
Sullivan & Cromwell LLP - June 18, 2018
Federal Reserve Board Finalizes Rule to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - June 18, 2018
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
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
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
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
Court Holds FTC Must Articulate Specific Cybersecurity Measures to Be Implemented
Sullivan & Cromwell LLP - June 12, 2018
Decision Reinforces the Effect of the Court’s Recent Decision in CalPERS v. ANZ Securities, Inc.
Sullivan & Cromwell LLP - June 12, 2018
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
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
“Economic Growth, Regulatory Relief, and Consumer Protection Act” is Enacted
Sullivan & Cromwell LLP - May 24, 2018
U.S. Supreme Court Holds That Class-Action Waivers in Employment Arbitration Agreements Are Enforceable Under Federal Law
Sullivan & Cromwell LLP - May 23, 2018
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
Banking Regulators’ Examination Authority Does Not Override Attorney-Client Privilege
Sullivan & Cromwell LLP - May 16, 2018
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
New Policy Discourages “Piling On” of Penalties by Multiple Agencies
Sullivan & Cromwell LLP - May 10, 2018
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
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
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
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
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
Sullivan & Cromwell LLP - April 25, 2018
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
Federal Reserve, OCC and FDIC Release Joint Proposal Regarding the Implementation of CECL and Their Regulatory Capital Rules
Sullivan & Cromwell LLP - April 24, 2018
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
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
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
Vice Chairman for Supervision Quarles Outlines Key Principles and Specific Initiatives
Sullivan & Cromwell LLP - April 18, 2018
Federal Reserve and OCC Propose Amendments to the Enhanced Supplementary Leverage Ratio Requirements for U.S. G-SIBs
Sullivan & Cromwell LLP - April 17, 2018
Recent Developments in New York State Tax Law Including Tax Provisions in the Recently Enacted Budget
Sullivan & Cromwell LLP - April 13, 2018
Treasury Releases CRA Reform Recommendations Focused on Assessment Areas, Examination Clarity and Flexibility, Examination Processes, and CRA Performance
Sullivan & Cromwell LLP - April 10, 2018
Sullivan & Cromwell LLP - April 5, 2018
Basel Committee Proposes Revisions to Market Risk Capital Requirements
Sullivan & Cromwell LLP - March 29, 2018
OECD Publishes Report on Taxation of the Digital Economy; European Commission Publishes Draft Directives
Sullivan & Cromwell LLP - March 27, 2018
Sullivan & Cromwell LLP - March 26, 2018
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
Decision Has Important Implications for Securities Class Actions Filed in State Court Asserting Solely Federal Claims
Sullivan & Cromwell LLP - March 21, 2018
Fifth Circuit Vacates New ERISA Fiduciary Rule
Sullivan & Cromwell LLP - March 19, 2018
Sullivan & Cromwell LLP - March 18, 2018
Sullivan & Cromwell LLP - March 12, 2018
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
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
However, This Time, the Court of Chancery Relies on DCF Analysis and Not Deal Price or Market Price
Sullivan & Cromwell LLP - March 1, 2018
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
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
Court of Chancery Chooses Unaffected Market Price, 30% Below Deal Price, as Fair Value
Sullivan & Cromwell LLP - February 23, 2018
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
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
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
Sullivan & Cromwell LLP - February 16, 2018
New York Appellate Court Upholds Waiver of Yellowstone Action
Sullivan & Cromwell LLP - February 13, 2018
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
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
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
EU Commission Fines Qualcomm EUR 997 Million
Sullivan & Cromwell LLP - January 31, 2018
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
HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 26, 2018
Initial New York State Reactions
Sullivan & Cromwell LLP - January 22, 2018
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
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
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
Sullivan & Cromwell LLP - December 28, 2017
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
EU Court of Justice Allows Luxury Goods Manufacturers to Prohibit Online Sales
Sullivan & Cromwell LLP - December 21, 2017
Federal Reserve Proposes Amendments to Policy on Payment System Risk Affecting Foreign Banking Organizations
Sullivan & Cromwell LLP - December 21, 2017
Basel Committee Releases Standards to Finalize Basel III Framework
Sullivan & Cromwell LLP - December 19, 2017
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
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
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
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
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
Senate Panel Approves Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - December 7, 2017
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
Sullivan & Cromwell LLP - November 30, 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
Federal Banking Agencies Extend Certain Transition Provisions for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - November 22, 2017
Senators Introduce Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - November 20, 2017
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
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
Joint Committee on Taxation Releases Summary of Senate Finance Committee’s Tax Reform Plan
Sullivan & Cromwell LLP - November 10, 2017
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
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
House Ways and Means Committee Releases Draft Tax Reform Bill—Insurance Company Provisions
Sullivan & Cromwell LLP - November 3, 2017
House Ways and Means Committee Releases Draft of Tax Reform Bill
Sullivan & Cromwell LLP - November 2, 2017
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
Recent EU General Court Judgments on Merger Control
Sullivan & Cromwell LLP - October 30, 2017
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
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
Sullivan & Cromwell LLP - October 25, 2017
Sullivan & Cromwell LLP - October 24, 2017
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
CFTC FinTech Hub Launches Educational Tool for Innovators and Clarifies Jurisdiction Over Virtual Currencies
Sullivan & Cromwell LLP - October 19, 2017
Court Will Review Whether a Warrant Issued Under the U.S. Stored Communications Act Compels a U.S.-Based Entity to Disclose User Account Data Stored Abroad
Sullivan & Cromwell LLP - October 17, 2017
OCC Issues Policies and Procedures Manual Update Setting Forth a Framework for Determining the Effect of Evidence of Discriminatory or Other Illegal Credit Practices on CRA Ratings for OCC-Supervised Institutions
Sullivan & Cromwell LLP - October 13, 2017
Proposal Would Streamline MD&A to Provide Flexibility in Discussing Historical Periods and Simplify Exhibit Practices and Related Process for Confidential Treatment Requests
Sullivan & Cromwell LLP - October 13, 2017
Trump Executive Order Required Fundamental Reassessment of Existing Rules; Treasury Submits the Second of Four Reports Examining the Regulatory Framework of U.S. Capital Markets
Sullivan & Cromwell LLP - October 11, 2017
The French Constitutional Court Ruled That the 3% Tax on Dividend Distributions Is Unconstitutional
Sullivan & Cromwell LLP - October 6, 2017
Federal Banking Agencies Propose Capital Rule Simplifications to the Standardized Approach Calculations Applicable Primarily to Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - October 4, 2017
Covered Agreement Between the United States and the European Union on Insurance and Reinsurance Prudential Measures Is Signed
Sullivan & Cromwell LLP - September 27, 2017
SEC to Determine Whether to Approve NYSE’s Proposal to Permit Listings of Qualifying Private Companies Without Securities Act Registration
Sullivan & Cromwell LLP - September 26, 2017
Federal Circuit, Granting Mandamus Petition, Rejects Eastern District of Texas’ New Patent Venue Rules and Provides Guidance Under Supreme Court’s Decision in TC Heartland
Sullivan & Cromwell LLP - September 22, 2017
New Guidance Allows Use of Widely Recognized Tests to Determine Who Is Included as an Employee, Reinforces Flexibility to Use Reasonable Estimates and Existing Internal Records to Identify the Median Employee and Allows Ratio to be Described as an Estimate
Sullivan & Cromwell LLP - September 22, 2017
Sullivan & Cromwell LLP - September 18, 2017
New EU Framework for Screening of Foreign Direct Investments
Sullivan & Cromwell LLP - September 18, 2017
Issuer in April 2008 Offering Had No Duty To Disclose Additional Information Concerning Events of the First Quarter of 2008. District Court Also Holds that Defendants Carried Their Burden of Proving that Class Period Share Price Declines Were Not Caused by Alleged Misrepresentations
Sullivan & Cromwell LLP - September 15, 2017
NYSE Expands Notice Requirements Regarding Dividend Announcements and Proposes to Limit the Release of Material News by Listed Companies Immediately After Market Close
Sullivan & Cromwell LLP - September 6, 2017
After Preliminarily Enjoining U.S. Department of Labor’s Overtime Exemption Regulations, Federal Judge Issues Permanent Injunction
Sullivan & Cromwell LLP - September 5, 2017
Federal Banking Agencies Propose Extension of Certain Transitional Provisions for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - August 25, 2017
Order Establishes a Two-Year Timeline for Processing Federal Environmental Reviews and a One Federal Decision Policy for Major Infrastructure Projects
Sullivan & Cromwell LLP - August 21, 2017
Federal Transportation Administration Proposes Procedures for Requesting Waivers or Modifications of Certain Regulatory Requirements to Increase Use of P3s and Private Investment in Transportation Projects
Sullivan & Cromwell LLP - August 18, 2017
SEC Approves FINRA Rule Amendments Relating to Qualification and Registration Requirements for Representatives and Principals
Sullivan & Cromwell LLP - August 18, 2017
IRS Revenue Procedure Eliminates Need for REITs and RICs to Obtain IRS Rulings on Cash Election Dividends
Sullivan & Cromwell LLP - August 14, 2017
IAIS Releases Insurance Capital Standard ICS 1.0 for Extended Field Testing
Sullivan & Cromwell LLP - August 14, 2017
Office of Compliance Inspections and Examinations Summarizes Observations on Industry Practices and Identifies Continuing Areas of Weakness
Sullivan & Cromwell LLP - August 11, 2017
Recent SEC, FinCEN and CFTC Actions Demonstrate Continued Focus of U.S. Regulators on Virtual Currency and Digital Token Businesses
Sullivan & Cromwell LLP - August 8, 2017
Federal Reserve Proposes to Establish a New Rating System for the Supervision of Large Financial Institutions Designed to Align with the Supervisory Program for Those Institutions and to Enhance the Clarity and Consistency of Supervisory Assessments
Sullivan & Cromwell LLP - August 7, 2017
Proposal Recognizes the Distinct Role of the Board as Compared to Management and the Adverse Impact of Unduly Extensive Requirements on the Board’s Attention and Effectiveness
Sullivan & Cromwell LLP - August 7, 2017
Sullivan & Cromwell LLP - August 4, 2017
Court Finds That Merger Price Following Robust, Conflict-Free Sale Process is the Best Evidence of Fair Value, and Rejects "Private Equity Carve Out" Adopted by Court of Chancery
Sullivan & Cromwell LLP - August 4, 2017
Comptroller of the Currency Releases Request for Information on the Volcker Rule’s Implementation, Application and Administration
Sullivan & Cromwell LLP - August 3, 2017
Delaware Court of Chancery Addresses the Rights of Preferred Stockholders in the M&A Context
Sullivan & Cromwell LLP - August 2, 2017
S&P 500 and Russell 3000, Among Others, Will Bar New Companies With Low or No Public Voting Rights; Existing Constituents Not Immediately Impacted
Sullivan & Cromwell LLP - August 1, 2017
FSB Endorses New Accounting Standard for Insurance Contracts – IFRS 17
Sullivan & Cromwell LLP - July 24, 2017
Federal Reserve Releases Guidance Regarding Requests for Conformance Period Extensions for Seed Investments in Covered Funds and Authorizes Reserve Banks to Approve Extensions
Sullivan & Cromwell LLP - July 24, 2017
Federal Banking Agencies Release New Guidance on the Treatment of “Foreign Excluded Funds” Under the Volcker Rule
Sullivan & Cromwell LLP - July 22, 2017
In the First Appellate Decision Nationwide Arising Out of the LIBOR Criminal Investigation, the Second Circuit Holds the Fifth Amendment Prohibits the Use in U.S. Criminal Proceedings of Testimony Compelled by Non-U.S. Governments
Sullivan & Cromwell LLP - July 21, 2017
Tax Court Holds That the Character of Gain From the Sale or Redemption of a Partnership Interest as Effectively Connected or Not is Determined (Based on Statutory Analysis) by Reference to the Outside Partnership Interest, Not the Business Conducted by the Partnership
Sullivan & Cromwell LLP - July 18, 2017
Fewer Governance Proposals Come to a Vote, Led by Decline in Proxy Access Proposals, as More Companies Adopt Proxy Access Rather Than Submit to a Vote; Proposals to Remove Group Limits Fail
Climate Issues and Board Diversity Attract Increasing Support and Attention; Proposals on Independent Chair and Lobbying Remain Common, But Rarely Pass
Perceived Non-Responsiveness and Poor Attendance Remain Most Common Reasons for Low Director Support Levels in Uncontested Elections
Say-on-Pay Results Remain Strong, and Frequency Votes Solidify Dominance of Annual Say-on-Pay Votes
Sullivan & Cromwell LLP - July 17, 2017
Exxon Mobil v. Venezuela Decision—U.S. Court of Appeals for the Second Circuit Decides that Actions To Enforce ICSID Arbitration Awards Must Comply with the U.S. Foreign Sovereign Immunities Act
Sullivan & Cromwell LLP - July 13, 2017
FSB Finalizes Guiding Principles on the Internal Total Loss-Absorbing Capacity of G-SIBs and Guidance on Achieving Continuity of Access to Financial Market Infrastructures
Sullivan & Cromwell LLP - July 12, 2017
CFTC Staff Has Initiated a 40-Day Public Comment Period on Proposed Roadmap to Achieve High Quality Swaps Data
Sullivan & Cromwell LLP - July 11, 2017
New “Size-of-Transaction” Test for Merger Control in Germany
Sullivan & Cromwell LLP - July 5, 2017
Sullivan & Cromwell LLP - July 5, 2017
SEC Expands JOBS Act Benefit to All IPO Issuers and Follow-On Offerings within One Year of Initial Registration, including Related Relief for Required Financial Statements
Sullivan & Cromwell LLP - July 3, 2017
Decision Has Important Implications for Class Action Lawsuits and Potential Opt-Out Claimants
Sullivan & Cromwell LLP - June 27, 2017
The Foreign Exchange Working Group and Market Participants Group Publish the FX Global Code to Provide Guidance on Global Principles of Good Practice in the Foreign Exchange Market
Sullivan & Cromwell LLP - June 20, 2017
Trump Executive Order Required Fundamental Reassessment of Existing Rules; Treasury Submits the First of Four Reports Examining Existing Financial Regulatory Framework
Sullivan & Cromwell LLP - June 14, 2017
Biosimilar Manufacturers May Provide Notice of Commercial Marketing Before FDA Approval
Sullivan & Cromwell LLP - June 13, 2017
House Passes Financial Regulatory Reform Legislation
Sullivan & Cromwell LLP - June 9, 2017
CFTC Finalizes Rule to Modernize Recordkeeping Obligations
Sullivan & Cromwell LLP - June 8, 2017
The Decision Builds Upon the Court’s 2013 Holding That the Statute of Limitations Applies When the SEC Seeks Civil Monetary Penalties
Sullivan & Cromwell LLP - June 6, 2017
Cases Continue Trend of Insider Trading Charges Based on Material Non-Public Government Information Obtained Through Government Source
Sullivan & Cromwell LLP - June 6, 2017
PCAOB Adopts New Auditor Reporting Standard and Other Amendments Relating to the Auditor’s Report
Sullivan & Cromwell LLP - June 5, 2017
The CFTC Unanimously Votes to Adopt New Rules Granting the CFTC the Power to Bring Enforcement Actions and Prohibiting the Enforcement of Confidentiality Clauses in Employment Agreements
Sullivan & Cromwell LLP - June 5, 2017
In a Highly Anticipated Decision, the Supreme Court Reverses Federal Circuit and Holds That Patent Exhaustion Is “Uniform and Automatic” — a First Sale, Whether Domestic or Foreign, Exhausts U.S. Patent Rights and Such Rights Cannot Be Employed to Impose Post-Sale Restrictions on the Buyer
Sullivan & Cromwell LLP - May 31, 2017
Creates New Channel for Interaction with FinTech Companies
Sullivan & Cromwell LLP - May 22, 2017
U.S. Supreme Court Restricts Where Patent Infringement Lawsuits Can Be Filed
Sullivan & Cromwell LLP - May 22, 2017
The Court of Justice of the European Union Holds That the French 3% Tax on Dividend Distributions Infringes the European Union Parent-Subsidiary Directive
Sullivan & Cromwell LLP - May 17, 2017
Sullivan & Cromwell LLP - May 15, 2017
The House Passes the American Health Care Act
Sullivan & Cromwell LLP - May 12, 2017
CFTC Proposes Amendments to Chief Compliance Officer Duties and Annual Reports
Sullivan & Cromwell LLP - May 11, 2017
Sullivan & Cromwell LLP - May 10, 2017
Sullivan & Cromwell LLP - May 9, 2017
Salary History Ban Becomes Effective October 31, 2017
Sullivan & Cromwell LLP - May 5, 2017
FINRA Solicits Comments on Proposed Amendments to the Corporate Financing Rule (Underwriting Terms and Arrangements)
Sullivan & Cromwell LLP - May 4, 2017
House Financial Services Committee Chairman Releases Revised Financial Regulatory Reform Proposal
Sullivan & Cromwell LLP - April 21, 2017
Amendment to the NYC Human Rights Law Makes It an Unlawful Discriminatory Practice for Employers to Ask Applicants to Disclose Salary History, but Employers May Consider Such Information if Volunteered by Candidate Without Prompting
Sullivan & Cromwell LLP - April 20, 2017
SEC Staff Comments Focus on Compliance With 2016 Guidance, Particularly the Undue Prominence of Non-GAAP Measures
Sullivan & Cromwell LLP - April 19, 2017
Regulations Defining Fiduciaries Are Delayed Until June 9, 2017 and the Best Interest Contract and Principal Transaction Exemptions Are Significantly Simplified Until January 1, 2018
Sullivan & Cromwell LLP - April 10, 2017
Basel Committee Proposes Changes to the G-SIB Capital Surcharge Assessment Framework
Sullivan & Cromwell LLP - April 6, 2017
SEC Amends Rule 15c6-1, Requiring Settlement of Securities Transactions in Two Business Days Following Trade Date
Sullivan & Cromwell LLP - March 28, 2017
U.S. Supreme Court Grants Certiorari to Decide Issue That Might Have Significant Impact on Registrants’ Exposure for Non-Disclosure of “Known Trends or Uncertainties” in SEC Filings
Sullivan & Cromwell LLP - March 27, 2017
Delaware Supreme Court “Changes Course” on Prior Ruling and Reverses Court of Chancery
Sullivan & Cromwell LLP - March 24, 2017
The Supreme Court Eliminates Laches as Defense to Patent Infringement
Sullivan & Cromwell LLP - March 22, 2017
Sullivan & Cromwell LLP - March 22, 2017
OCC Outlines Process for FinTech Companies to Apply for Special Purpose National Bank Charters and Seeks Public Comment
Sullivan & Cromwell LLP - March 19, 2017
The Federal Reserve Increased Significantly the Transaction-Size and Firm-Size Thresholds at Which a Merger or Acquisition Proposal is Presumed Not to Present Material Financial Stability Concerns
Sullivan & Cromwell LLP - March 17, 2017
U.S. District Court Rules That New York’s Fundamental Public Policy Against Usury Overrides a Delaware Choice of Law Provision, and Thus Allows a Class Action to Proceed Against a Debt Collector for Unfair Collection Practices
Sullivan & Cromwell LLP - March 2, 2017
Supreme Court Holds That Infringement Under 35 U.S.C. § 271(f)(1) Requires Providing More Than One Component of an Invention
Sullivan & Cromwell LLP - February 23, 2017
Delaware Supreme Court Summarily Affirms Court of Chancery Ruling
Sullivan & Cromwell LLP - February 13, 2017
Federal Reserve Issues Instructions, Guidance and Supervisory Scenarios for the 2017 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - February 6, 2017
Executive Order Requires Fundamental Reassessment of Existing Rules; Labor Department to Reexamine its “Fiduciary Rule”
Sullivan & Cromwell LLP - February 4, 2017
Federal Reserve Finalizes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to Its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - February 1, 2017
IRS Issues Temporary Regulations That Accelerate Gain Recognition on Certain Contributions of “Built-In Gain” Property to Partnerships With Related Foreign Partners
Sullivan & Cromwell LLP - January 30, 2017
Sullivan & Cromwell LLP - January 25, 2017
White Papers, Presentations, Letters, and Briefs Provided to Regulators or Prosecutors During Government Investigations Held Subject to Discovery in Civil Litigation
Sullivan & Cromwell LLP - January 25, 2017
IRS and Treasury Issue Final and Temporary Regulations Modifying Disqualified Stock Rules Under Section 7874
Sullivan & Cromwell LLP - January 23, 2017
HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2017
In Split Decision, Appeals Court Rules That Section 316(b) of the Trust Indenture Act of 1939 Prohibits Only Formal Non-Consensual Amendments to a Qualified Indenture’s Core Payment Terms
Sullivan & Cromwell LLP - January 19, 2017
The European Commission’s Application of the State Aid Rules to Tax – Where Are We Now?
Sullivan & Cromwell LLP - January 17, 2017
U.S. and European Regulators Conclude Negotiations for a Covered Agreement between the United States and the European Union on Insurance and Reinsurance Prudential Measures
Sullivan & Cromwell LLP - January 16, 2017
Sullivan & Cromwell LLP - January 12, 2017
Based on Statutory Increases to the Minimum Wage, NYS Department of Labor Increases Salary Thresholds for Executive and Administrative Exemptions to Levels Close to Those in Currently Enjoined Federal Rule
Sullivan & Cromwell LLP - January 5, 2017
Responding to Industry Concerns, DFS Proposes More Flexible, Risk-Based Approach to Cybersecurity and Delays Implementation of Proposed Regulations
Sullivan & Cromwell LLP - January 3, 2017
District Court Opinion Limits the Applicability of Previous Pari Passu Decisions in the Argentine Debt Litigation
Sullivan & Cromwell LLP - December 29, 2016
Federal Reserve Finalizes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations and Addresses the Introduction of the Supplementary Leverage Ratio as a Post-Stress Minimum Requirement for the 2017 CCAR Cycle
Sullivan & Cromwell LLP - December 22, 2016
Federal Reserve Finalizes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 22, 2016
French Parliament Adopts Law “Sapin 2” on Transparency, Fight Against Corruption and Modernization of the Economy
Sullivan & Cromwell LLP - December 21, 2016
CFTC Unanimously Votes to Adopt Amendments and Updates to Its Aggregation Rules for Position Limits
Sullivan & Cromwell LLP - December 16, 2016
Federal Reserve Adopts Final TLAC and Related Requirements for U.S. G-SIBs and U.S. Intermediate Holding Company Subsidiaries of Non-U.S. G-SIBs
Sullivan & Cromwell LLP - December 16, 2016
Federal Reserve Issues Policy Statement Regarding Volcker Rule Conformance Period Extensions for “Illiquid Funds”
Sullivan & Cromwell LLP - December 13, 2016
CFTC Publishes New Proposed Rules That Would Impose Position Limits on Futures and Economically Equivalent Swaps on 25 Energy, Metals and Agricultural Commodities
Sullivan & Cromwell LLP - December 12, 2016
IRS Issues Interim Guidance on Section 871(m) and the Qualified Derivatives Dealer Program
Sullivan & Cromwell LLP - December 8, 2016
An Insider’s Gift of Confidential Information to Friends or Relatives Can Establish Securities Fraud
Sullivan & Cromwell LLP - December 7, 2016
OCC Outlines Supervisory Expectations and Seeks Public Comment
Sullivan & Cromwell LLP - December 4, 2016
Federal Judge Issues Last-Minute Preliminary Injunction Blocking U.S. Department of Labor’s New Overtime Regulations
Sullivan & Cromwell LLP - November 29, 2016
New York’s High Court Holds That a Bank’s Repeated Use of New York Correspondent Accounts Is Sufficient in Some Circumstances To Justify Jurisdiction Over It by New York Courts
Sullivan & Cromwell LLP - November 28, 2016
Activists Face Headwinds in 2016; Institutional Investors Highlight Risks of Settling Too Quickly and Without Consultation; Number of Campaigns Remains High, Reflecting More Campaigns by Newer and Less Frequent Activists
Sullivan & Cromwell LLP - November 28, 2016
FIO Reports on Insurance Industry Consumer Issues; FSB Updates G-SII List
Sullivan & Cromwell LLP - November 28, 2016
Updates for U.S. Companies in 2017 Include Negative Director Recommendations for Dual-Class IPO Companies and Implementation of Tougher Overboarding Restriction
Sullivan & Cromwell LLP - November 22, 2016
The French Competition Authority Fined Altice EUR 80 Million for Implementing Two Mergers Before It Had Granted Merger Control Approval
Sullivan & Cromwell LLP - November 16, 2016
Preliminary Observations and Potential Implications for Financial Services Legislation and Regulation
Sullivan & Cromwell LLP - November 15, 2016
Quantitative Test Continues to Be Based on Relative TSR But 2017 Reports Also Will Show Relative Financial Performance Based on Six New Metrics; Peer Group Submission Window Opens November 28
Sullivan & Cromwell LLP - November 15, 2016
Public Companies Should Periodically Review Their Director Communication Practices to Ensure Appropriate Balance of Security and Efficiency in Light of Ongoing Cybersecurity Developments
Sullivan & Cromwell LLP - November 15, 2016
CFTC Supplements its Proposed Regulation AT Rulemaking to Amend the Scope of Pre-Trade Risk Control, Registration and Source Code Retention Requirements, Among Other Revisions
Sullivan & Cromwell LLP - November 7, 2016
ICE, CME and NFX Publish Revised Guidance Related to the Scope of the Prohibition Against Pre-Hedging Block Futures Transactions
Sullivan & Cromwell LLP - November 7, 2016
High Court Rules that the UK Government Cannot Notify the UK’s Withdrawal From the EU Without the Prior Approval of Parliament
Sullivan & Cromwell LLP - November 3, 2016
New Factors for U.S. Companies Relate to Proxy Access, Board Refreshment and Exclusive Forum Provisions; Data Verification Period Open Until November 11
Sullivan & Cromwell LLP - November 2, 2016
New Guidance Clarifies OCC’s Intended Approach Towards Regulating Innovation in the Financial Sector and Creates New Office of Innovation
Sullivan & Cromwell LLP - November 1, 2016
Review Has Implications for All U.S. Public Companies; Registered Investment Advisers and Broker-Dealers Should Consider Reviewing Their Employment Documents Now
Sullivan & Cromwell LLP - November 1, 2016
New Rules and Amendments to Rules and Forms Require Most Open-End Funds to Implement Liquidity Risk Management Programs and Permit their Use of Swing Pricing
Sullivan & Cromwell LLP - October 27, 2016
Would Require Both Issuer and Dissident to Use Proxy Cards Listing All Nominees, Permitting Shareholders to Choose Their Desired Mix of Issuer and Dissident Nominees; Dissident Must Solicit Holders of at Least a Majority of Shares
Sullivan & Cromwell LLP - October 27, 2016
New and Amended Disclosure Forms and Rule Amendments Implement Modified Reporting Requirements and Require Disclosure of Derivatives and Securities Lending Activities
Sullivan & Cromwell LLP - October 26, 2016
Once Established, Enhanced Cyber Risk Standards Would Apply to “Large and Interconnected” Banking Organizations and Certain Non-Bank Service Providers
Sullivan & Cromwell LLP - October 21, 2016
Final and Temporary Regulations Limit and Clarify Proposed Documentation and Recharacterization Rules That Now Apply Mainly to “Inbound” Related-Party Debt Instruments
Sullivan & Cromwell LLP - October 20, 2016
CFTC Proposes Rules on the Cross-Border Application of Certain Aspects of Its Dodd-Frank Swaps Rules, Including Registration Thresholds and External Business Conduct Standards for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - October 19, 2016
Guidance Reinforces Flexibility in Identifying the Median Employee While Maintaining Limits on Annualizing Compensation
Sullivan & Cromwell LLP - October 19, 2016
Basel Committee Issues Final Standard on Capital Treatment of TLAC Holdings
Sullivan & Cromwell LLP - October 17, 2016
Focuses on Rapid Settlements of Activist Demands That May Not Protect Interests of Long-Term Investors; Urges Companies to Consult With Long-Term Shareholders on Activist Response
Sullivan & Cromwell LLP - October 17, 2016
IRS Issues Final and Temporary Regulations That Significantly Narrow the Scope of Proposed Regulations Recharacterizing Certain Related-Party Debt as Equity for U.S. Income Tax Purposes
Sullivan & Cromwell LLP - October 13, 2016
Governor Christie Signs Bill Eliminating State Estate Tax as of January 1, 2018; Inheritance Tax Is Retained
Sullivan & Cromwell LLP - October 14, 2016
Appeals Court Rules in PHH v. CFPB that CFPB Action Suffered From Both Constitutional and Statutory Flaws; Ruling on Statutes of Limitations Could Affect Remedial Enforcement Actions by Federal Banking Agencies
Sullivan & Cromwell LLP - October 13, 2016
The Federal Insurance Office Releases 2016 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 13, 2016
State-Regulated Banking Institutions Advised to Ensure that Incentive Compensation Tied to Employee Performance Indicators Is Subject to Effective Risk Management, Oversight and Control
Sullivan & Cromwell LLP - October 13, 2016
The Regulations Essentially End Leveraged Partnership Contribution Transactions and Affect the Tax Consequences of Other Partnership Transactions
Sullivan & Cromwell LLP - October 11, 2016
Update on the SEC’s Increased Scrutiny of Non-GAAP Disclosure
Sullivan & Cromwell LLP - October 4, 2016
SEC Staff Rejects Proponent’s Attempt to Define Which Ancillary Provisions are “Essential” for Substantial Implementation
Sullivan & Cromwell LLP - October 4, 2016
Federal Reserve Proposes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - September 30, 2016
CFTC Expands Clearing Requirement Under Section 2(h) of the Commodity Exchange Act to Apply to Additional Classes of Interest Rate Swaps
Sullivan & Cromwell LLP - September 29, 2016
Federal Reserve Governor Tarullo Previews Proposal for Multiple Revisions to Capital Plans and Stress Tests That Will Increase Effective Capital Requirements for G-SIBs and May Reduce Effective Capital Requirements for Other CCAR Banking Organizations
Sullivan & Cromwell LLP - September 26, 2016
Federal Reserve Proposes Extraordinary Increase in Capital Requirements for Physical Commodity Activities and Certain Merchant Banking Investments, Along With New Prudential Limitations
Sullivan & Cromwell LLP - September 26, 2016
IRS Issues Notice Treating Certain Payments of Prior-Year Foreign Taxes as “Splitter Arrangements”
Sullivan & Cromwell LLP - September 22, 2016
Regulated Institutions to be Required to Establish Cybersecurity Program and Policies, Appoint CISO, and Certify Compliance
Sullivan & Cromwell LLP - September 19, 2016
CFPB Proposes Amendments to Rules Governing Disclosure of Confidential Information
Sullivan & Cromwell LLP - September 15, 2016
Federal Reserve Releases Final Policy Statement on the Framework for Setting the Countercyclical Capital Buffer
Sullivan & Cromwell LLP - September 14, 2016
The CFTC Proposes New Rules Granting the CFTC the Power to Bring Enforcement Actions and Prohibiting the Enforcement of Confidentiality Clauses in Employment Agreements
Sullivan & Cromwell LLP - September 8, 2016
The Federal Reserve’s Recommendations Included in a Report Released Today by the Federal Banking Agencies Call for Congressional Repeal of Long-Standing Statutory Merchant Banking and Commodities Powers and the Elimination of Grandfather Provisions for Certain Thrift and Savings and Loan Holding Companies
Sullivan & Cromwell LLP - September 8, 2016
Tax Court Holds That Gain Attributable to Forfeited Deposits With Respect to Sale of Hotel Is Ordinary Income
Sullivan & Cromwell LLP - September 8, 2016
The Ninth Circuit Holds That a CEO or CFO May Have Liability for a False Rule 13a-14 Certification, and SOX’s Disgorgement Provision Applies Irrespective of Whether a Restatement Is Caused by a CEO’s or CFO’s Personal Misconduct
Sullivan & Cromwell LLP - September 8, 2016
Second Circuit Reaffirms That Individual Arbitration Clauses Do Not Violate Federal Labor Law
Sullivan & Cromwell LLP - September 7, 2016
U.S. Department of Treasury and Federal Banking Agencies Issue Joint Fact Sheet Aimed at Dispelling “Myths” About U.S. BSA/AML and Sanctions Supervisory Expectations and Enforcement Approach for Correspondent Banking
Sullivan & Cromwell LLP - September 2, 2016
Second Circuit, Applying Daimler and Walden, Rejects Personal Jurisdiction Over Palestinian Entities in Suit Brought by U.S. Citizens Killed or Wounded by Terrorist Attacks in Israel
Sullivan & Cromwell LLP - September 1, 2016
Treasury Department Issues Proposed Regulations Limiting Valuation Discounts on Transfers of Interests in Family-Controlled Entities
Sullivan & Cromwell LLP - August 31, 2016
IOSCO Issues Consultation Report on Termination of Investment Funds; Seeks Comments on Proposed Good Practices
Sullivan & Cromwell LLP - August 26, 2016
IRS Changes Policy and Will Again Rule on Business Purpose and Device Requirements
Sullivan & Cromwell LLP - August 26, 2016
The Staff of the CFTC Publishes Its Final Report on the De Minimis Exception to the Definition of “Swap Dealer” Under the Commodity Exchange Act
Sullivan & Cromwell LLP - August 17, 2016
IAIS Issues Second Consultation Document for Risk-based Global Insurance Capital Standard
Sullivan & Cromwell LLP - August 5, 2016
Federal Reserve Proposes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - August 4, 2016
Federal Reserve Board Governor Tarullo Discusses Regulatory Approach to “Shadow Banking” and Stable Funding
Sullivan & Cromwell LLP - August 3, 2016
SEC’s Proposal Would Substantially Expand the Number of Registrants That Qualify as Smaller Reporting Companies
Sullivan & Cromwell LLP - July 29, 2016
Principles Aim to Provide Basic Framework for Sound, Long-Term Public Company Governance and Stimulate Further Conversation; Acknowledge There Is No One-Size-Fits-All Approach
Sullivan & Cromwell LLP - July 22, 2016
IRS Publishes New Proposed QI Agreement, Providing New Details on the “Qualified Derivatives Dealer” Program
Sullivan & Cromwell LLP - July 19, 2016
IRS and Treasury Department Issue New Proposed Regulations
Sullivan & Cromwell LLP - July 18, 2016
Second Circuit Reverses S.D.N.Y. Decision, Holding That a Warrant Cannot Compel Microsoft to Disclose E-mails Stored Abroad
Sullivan & Cromwell LLP - July 15, 2016
Introduction of a “Size-of-Transaction” Test for Merger Notifications in Germany
Sullivan & Cromwell LLP - 14 July 2016
ValueAct Pays Record Fine to Resolve Alleged HSR Violations
Sullivan & Cromwell LLP - July 14, 2016
Proxy Access Becomes Widespread as “Market Standard” Terms Are Reinforced; Traditional Governance Proposals Continue to Decline; Lack of Responsiveness to a Shareholder Vote Remains Principal Driver of Low Support Levels for Directors
Sullivan & Cromwell LLP - July 11, 2016
Reflects Continued Focus on Activist Payments to Directors and Nominees; Nasdaq Notes Potential for Conflicts of Interest, Fiduciary Duty Concerns and Promotion of Short-Term Focus
Sullivan & Cromwell LLP - July 11, 2016
SEC Adopts Final Rules on Disclosure of Payments to Governments for Commercial Development of Oil, Natural Gas or Minerals
Sullivan & Cromwell LLP - July 7, 2016
SEC Proposes Rule for All Registered Investment Advisers; Staff Issues Guidance Update for Registered Investment Companies
Sullivan & Cromwell LLP - July 7, 2016
French Prime Minister Announced on July 6, 2016 a Package of Tax Measures to Improve the Attractiveness of Paris as a Financial Center, in Relation With the Recent Referendum on Brexit. This Package Is Focused on Tax Incentives for Employees and Employers in the Financial Services Industry
Sullivan & Cromwell LLP - July 7, 2016
Federal Reserve Extends Conformance Period Through July 21, 2017 for Investments in and Relationships With Legacy Covered Funds; Expects to Provide More Information on Illiquid Fund Applications “in the Near Term”
Sullivan & Cromwell LLP - July 7, 2016
SEC’s Proposal Would Align Its Disclosure Requirements With Current Industry and Global Regulatory Standards
Sullivan & Cromwell LLP - July 6, 2016
FDIC Revises Frequently Asked Questions on Identifying, Accepting and Reporting Brokered Deposits
Sullivan & Cromwell LLP - July 5, 2016
Sullivan & Cromwell LLP - June 29, 2016
IAIS Updates Assessment Methodology for Designation of Global Systemically Important Insurers and Revises Framework for Assessing Systemic Risk From Insurance Product Features
Sullivan & Cromwell LLP - June 28, 2016
U.S. Supreme Court Upholds the Patent Trial and Appeal Board’s Broad Claim-Construction Standard and Limits Review of Institution Decisions in Inter Partes Review
Sullivan & Cromwell LLP - June 21, 2016
U.S. Supreme Court Holds That Some RICO Claims Apply Extraterritorially, but a Private RICO Plaintiff Must Prove Domestic Injury
Sullivan & Cromwell LLP - June 21, 2016
U.S. Supreme Court Permits “Implied False Certification” Theory of False Claims Act Liability in Limited Circumstances
Sullivan & Cromwell LLP - June 17, 2016
OFCCP Revises Sex Discrimination Guidelines for the First Time Since 1970
Sullivan & Cromwell LLP - June 17, 2016
New York’s Highest Court Reverses First Department and Holds That Common-Interest Doctrine Only Applies to Communications That Relate to Pending or Anticipated Litigation
Sullivan & Cromwell LLP - June 15, 2016
Federal Reserve Finalizes Reporting Requirements for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - June 15, 2016
U.S. Supreme Court Rejects Federal Circuit’s Framework for Enhancing Damages in Patent Infringement Cases
Sullivan & Cromwell LLP - June 14, 2016
Delaware Court of Chancery Determines Fair Value Is 28% Higher Than Merger Price Following an Auctioned Arm’s-Length MBO
Sullivan & Cromwell LLP - June 13, 2016
An Overview and Update on the EU’s Position Limits on Commodity Derivatives Under MiFID II
Sullivan & Cromwell LLP - June 13, 2016
IRS and Treasury Issue Regulations to Extend the Period During Which a REIT Is Subject to Corporate Tax on Built-in Gains and Impose Corporate-Level Tax on Corporations That Transfer Property to a REIT Within 10 Years of a Spinoff
Sullivan & Cromwell LLP - June 8, 2016
FRB Issues Advance Notice of Proposed Rulemaking Describing Two Regulatory Capital Frameworks for FRB-Supervised Insurance Companies; Also Issues Proposed Rule Applying Enhanced Prudential Standards to FSOC-Designated Insurance Companies
Sullivan & Cromwell LLP - June 7, 2016
The CFTC Supplements Its Position Limits Proposal by Revising the Proposed Definition of Bona Fide Hedging and Including a Provision that Would Permit Exchanges to Recognize Non-Enumerated Bona Fide Hedges and Other Exemptions
Sullivan & Cromwell LLP - June 3, 2016
CFTC Finalizes Rule Regarding the Cross-Border Application of its Margin Requirements for Uncleared Swaps
Sullivan & Cromwell LLP - June 3, 2016
SEC Approves Interim Final Rule That Amends Form 10-K to Expressly Allow Issuers to Provide a Summary of Business and Financial Information Contained in the Annual Report
Sullivan & Cromwell LLP - June 3, 2016
U.S. Supreme Court Holds That Determinations of Clean Water Act Jurisdiction by Army Corps of Engineers Are Judicially Reviewable
Sullivan & Cromwell LLP - June 1, 2016
Holds That Disgorgement and Declaratory Relief Claims Are Subject to 28 U.S.C. § 2462’s Five-Year Statute of Limitations
Sullivan & Cromwell LLP - June 1, 2016
DOL Substantially Raises Salary Thresholds Used in Determining Overtime Exemptions but Does Not Change Regulations Defining Duties Required of Exempt Employees
Sullivan & Cromwell LLP - May 31, 2016
Requires Proof of Contemporaneous False Representation and Fraudulent Intent; Overturns $1.27 Billion Civil FIRREA Penalty
Sullivan & Cromwell LLP - May 26, 2016
PCAOB Releases Reproposal of Amendments to Its Audit Report Standard
Sullivan & Cromwell LLP - May 25, 2016
U.S. Supreme Court Holds That Limitations Period for a Constructive-Discharge Claim Begins to Run When Employee Submits Notice of Resignation
Sullivan & Cromwell LLP - May 24, 2016
SEC Staff Updates Guidance and Indicates Plans to Increase Scrutiny of Non-GAAP Financial Measures
Sullivan & Cromwell LLP - May 24, 2016
U.S. Supreme Court Holds That Test for Whether Federal Courts Have Exclusive Jurisdiction Over Securities Exchange Act Claims Is Whether Suits “Arise Under” the Act
Sullivan & Cromwell LLP - May 17, 2016
U.S. Supreme Court Affirms That Bare Procedural and Technical Violations Do Not Confer Standing
Sullivan & Cromwell LLP - May 17, 2016
To Obtain All Benefits of New Law, Companies Must Incorporate Notice of the Act’s Whistleblower Immunity Provision in Employee Confidentiality or Severance Contracts That Concern Trade Secrets Entered into or Updated After May 11, 2016
Sullivan & Cromwell LLP - May 16, 2016
New York Court of Appeals Adopts MFW Business Judgment Standard of Review for Squeeze-Out Mergers
Sullivan & Cromwell LLP - May 9, 2016
Delaware Supreme Court Affirms Dismissal of Aiding and Abetting Claims Against Financial Advisor Because of a Fully Informed, Uncoerced Stockholder Vote
Sullivan & Cromwell LLP - May 9, 2016
Proposed Regulations Would, as a General Matter, Prevent Partners from Participating in Employee Benefit Plans Established for Employees of a Disregarded Entity Owned by the Partnership
Sullivan & Cromwell LLP - May 3, 2016
IRS Issues Proposed Regulations That Address the Amount and Timing of Deemed Distributions Under Section 305(c) With Respect to Convertible Instruments and Related Withholding Obligations
Sullivan & Cromwell LLP - April 27, 2016
FDIC, FHFA and OCC Issue Proposed Rules Consistent with NCUA’s Proposal Last Week
Largest Financial Institutions Face New Risk Management and Governance Requirements and Tiered Restrictions on Incentive Pay
Sullivan & Cromwell LLP - April 27, 2016
Financial Stability Oversight Council Publishes Statement on Asset Management; Focuses on Liquidity, Leverage; Creates “Interagency Working Group” on Hedge Fund Leverage
Sullivan & Cromwell LLP - April 25, 2016
For Executives at America’s Biggest Financial Institutions, Proposal Contemplates 60% of Incentive Pay at Risk for Up to 11 Years
Sullivan & Cromwell LLP - April 21, 2016
Final Regulation Will Significantly Impact the Manner in Which Investment Advice Is Provided to Retirement Plans and IRAs and Will Often Increase the Litigation Risk of Providing Such Advice
Sullivan & Cromwell LLP - April 20, 2016
IRS Clarifies That a Typical “Bad Boy Guarantee” Will Not Cause an Otherwise Nonrecourse Financing to Be Treated as Recourse
Sullivan & Cromwell LLP - April 18, 2016
IRS and Treasury Issue Temporary Regulations Intended to Limit Ability of Corporations to Invert and Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - April 14, 2016
IRS Issues Proposed Regulations Intended to Limit Earnings Stripping but Which—if Finalized—Would Broadly Change the U.S. Tax Treatment of Related-Party Indebtedness
Sullivan & Cromwell LLP - April 14, 2016
Market-Standard Terms and Conditions Emerge for Company Bylaws; SEC Staff No-Action Letters Provide Additional Support
Sullivan & Cromwell LLP - April 8, 2016
Decision Cites “Fundamental Violations of Established Administrative Law,” Including a Failure to Consider the Costs of Regulation and Unexplained Deviations From Prior Regulatory Guidance
Sullivan & Cromwell LLP - April 7, 2016
DOJ Files Suit Against An “Activist Investor”
Sullivan & Cromwell LLP - April 7, 2016
SEC Chair Comments on Steps Independent Directors Should Take in Exercising Vigilant Oversight and Assessing Risks
Sullivan & Cromwell LLP - April 7, 2016
DOJ Launches FCPA Enforcement “Pilot Program”
Sullivan & Cromwell LLP - April 6, 2016
Federal Reserve Adopts Final Amendment Permitting Inclusion of Certain U.S. Municipal Securities as High-Quality Liquid Assets for Purposes of the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - April 5, 2016
IRS and Treasury Department Issue Temporary and Final Regulations Intended to Limit Ability of Corporations to Invert and to Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - April 5, 2016
OCC White Paper and New CFPB Policy Clarify Regulatory Expectations for Financial Institutions and Other Market Participants
Sullivan & Cromwell LLP - April 5, 2016
New Proposed Regulations Affecting Inbound Restructuring by Foreign Financial Institutions
Sullivan & Cromwell LLP - April 5, 2016
New Proposed Debt/Equity Regulations Affecting Debt Held by Related Corporations
Sullivan & Cromwell LLP - April 5, 2016
Following Remand by the First Circuit, District Court Rules That Two Affiliated Private Equity Funds Formed a “Partnership-in-Fact” and Had Controlled Group Liability for the Pension Liabilities of Their Portfolio Company
Sullivan & Cromwell LLP - March 31, 2016
U.S. Supreme Court Holds That Class Plaintiffs May Use Sampling Evidence to Establish Predominance of Common Issues If Such Evidence Would Be Admissible to Prove Liability in Individual Suits
Sullivan & Cromwell LLP - March 23, 2016
Federal Banking Agencies Issue Guidance on Funds Transfer Pricing for Funding and Contingent Liquidity Risks
Sullivan & Cromwell LLP - March 22, 2016
Would Require Proxy or Website Disclosure of Third-Party Compensation to Directors or Nominees; Nasdaq Notes Potential for Conflicts of Interest, Short Term-ism and Fiduciary Duty Concerns
Sullivan & Cromwell LLP - March 21, 2016
Amendments Alter Burden of Proof in Gender-Based Pay Cases and Bar Employer Prohibitions of Employee Wage Discussions
Sullivan & Cromwell LLP - March 10, 2016
Federal Reserve Board Proposes Revised Rules to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - March 8, 2016
U.S. Supreme Court Holds that, for Purposes of Diversity Jurisdiction, a Real Estate Investment Trust’s Citizenship is Based on the Citizenship of its Shareholders
Sullivan & Cromwell LLP - March 7, 2016
FinCEN Releases Notice of Proposed Rulemaking to Revise Certain Provisions of the FBAR Regulations
Sullivan & Cromwell LLP - March 7, 2016
Agencies Release Guidance on Capital Treatment of Banking Entity Investments in TruPS CDOs
Sullivan & Cromwell LLP - March 4, 2016
Continued Trend in 2015 of Record-Setting Fines, Significant Criminal and Regulatory Enforcement Actions and Focus on Individual Accountability Means BSA/AML and Sanctions Compliance Must Remain a Focus of Boards of Directors and Senior Management of Financial Institutions
Sullivan & Cromwell LLP - March 3, 2016
District Court Order Paves the Way for the Republic of Argentina to Return to International Credit Markets
Sullivan & Cromwell LLP - Updated March 10, 2016
The International Association of Insurance Supervisors Releases Memorandum to G-SIIs on Confidential Reporting of the Basic Capital Requirement and Higher Loss Absorbency
Sullivan & Cromwell LLP - February 22, 2016
SEC Issues Final Rules on Cross-Border Security-Based Swap Activity in the United States
Sullivan & Cromwell LLP - February 17, 2016
Federal Reserve Board Proposes Reporting Requirements for the Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - February 11, 2016
CFTC Chairman Massad and Commissioner Hill Agree to Common Approach Regarding Requirements for CCPs
Sullivan & Cromwell LLP - February 11, 2016
Federal Reserve Issues Instructions and Guidance for the 2016 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - February 3, 2016
U.S. District Court for the Southern District of New York Holds No General Duty for Issuers to Disclose SEC Investigations or Receipt of SEC “Wells Notices”
Sullivan & Cromwell LLP - January 27, 2016
Delaware Chancery Court Rejects Proposed Disclosure-Only Settlement as Inadequate and Makes Clear That Disclosure-Only Settlements Will Only Be Approved if the Supplemental Disclosures Are “Plainly” Material and the Releases Narrowly Drawn
Sullivan & Cromwell LLP - January 26, 2016
Federal Reserve Finalizes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - January 26, 2016
Non-Binding Administrative Interpretation Takes Position That Joint-Employer Liability Under the Fair Labor Standards Act Should Be Based on the “Economic Realities” of the Working Relationship and Not the Traditional Degree of Control Test
Sullivan & Cromwell LLP - January 25, 2016
U.S. Supreme Court Holds that a Full, Unaccepted Settlement Offer to a Named Plaintiff in a Putative Class Action Does Not Moot the Plaintiff’s Case
Sullivan & Cromwell LLP - January 21, 2016
The Transposition into French Law of the New Anti-Abuse Provision of the EU Parent-Subsidiary Directive May Impact Certain Acquisition Structures Commonly Used by Non-EU Funds/Corporate Investors to Acquire French Companies
Sullivan & Cromwell LLP - January 21, 2016
HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 21, 2016
CFTC and Prudential Regulators Finalize Rules Imposing Minimum Margin and Capital Requirements on Covered Swap Entities
Sullivan & Cromwell LLP - January 7, 2016
EU Court Rules That Active Holding Companies May Be Entitled to Full VAT Recovery and Partnerships May Join VAT Groups
Sullivan & Cromwell LLP - 5 January 2016
IRS and Treasury Department Issue Proposed Country-by-Country Reporting Regulations
Sullivan & Cromwell LLP - January 4, 2016
Basel Committee Releases Second Consultative Document on Revisions to the Standardized Approach for Credit Risk
Sullivan & Cromwell LLP - December 31, 2015
SEC Proposes New Rules for the Registration of Alternative Trading Systems Transacting in National Market System Stocks
Sullivan & Cromwell LLP - December 31, 2015
Federal Reserve Board Issues Consolidated Guidance on Supervisory Expectations for Capital Planning at Large Bank Holding Companies
Sullivan & Cromwell LLP - December 30, 2015
IRS Rules that Federal Excise Tax Does Not Generally Apply to Wholly Foreign Reinsurance and Retrocession Agreements
Sullivan & Cromwell LLP - December 28, 2015
Sullivan & Cromwell LLP - December 24, 2015
Re-Proposed Rules are Substantially Similar to the Original Resource Extraction Disclosure Rules, with Certain Distinctions
Sullivan & Cromwell LLP - December 22, 2015
Congress Passes and President Signs Long-Anticipated Measure Setting Framework for Sharing Cyber Threat Information with Federal Government and Private Sector
Sullivan & Cromwell LLP - December 22, 2015
Proposed OCC Guidelines Would Require Recovery Planning for Large National Banks, Insured Federal Savings Associations and Insured Federal Branches
Sullivan & Cromwell LLP - December 21, 2015
New Legislation Extends Expiring Tax Provisions, Delays Taxes Imposed Under the Patient Protection and Affordable Care Act, and Enacts Revenue Raisers
Sullivan & Cromwell LLP - December 21, 2015
SEC Proposes Significant Modifications to Existing Regulatory Framework for Derivatives; New Rule Would Require Registered Investment Companies and Business Development Companies to Comply with Portfolio Limitations on Their Use of Derivatives, Establish Stricter Asset Coverage Requirements, and Require Funds That Utilize Derivatives to Establish a Derivatives Risk Management Program; Rule Would Mandate Board Oversight and Require Various Board Approvals
Sullivan & Cromwell LLP - December 18, 2015
Provisions Permit Temporary Practice by Non-New York Attorneys and Registration of Non-U.S. Lawyers as In-House Counsel
Sullivan & Cromwell LLP - December 17, 2015
Proposed Legislation Would Limit Opco/Propco Spinoffs and Make Changes to Treatment of Some Foreign Investment in U.S. Real Estate and to Real Estate Investment Trusts
Sullivan & Cromwell LLP - December 17, 2015
U.S. Supreme Court Rejects California Court’s Attempt to Invalidate Class-Arbitration Waivers
Sullivan & Cromwell LLP - December 14, 2015
Second Circuit Holds That Bond Trader’s Misstatements About Pricing Are “Material” Under Section 10(b), Permits Defendant to Offer Extensive Expert Testimony
Sullivan & Cromwell LLP - December 14, 2015
Federal Reserve Issues Final Rule Clarifying the Application of the Common Equity Tier 1 Capital Requirement to the Capital Structures of "Non-Stock Form" Depository Institution Holding Companies
Sullivan & Cromwell LLP - December 14, 2015
New Securities Act Section 4(a)(7) Exempts the Resale of Restricted and Control Securities to Accredited Investors from the Registration Requirements of Section 5 of the Securities Act
Sullivan & Cromwell LLP - December 8, 2015
Delaware Supreme Court Affirms Financial Advisor Liability for Aiding and Abetting Unreasonable Sale Process
Sullivan & Cromwell LLP - December 7, 2015
Federal Reserve Implements Amendments to Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - December 7, 2015
Federal Reserve Board Proposes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 4, 2015
The Staff of the CFTC Publishes Its Preliminary Report on the De Minimis Exception to the Definition of “Swap Dealer” Under the Commodity Exchange Act
Sullivan & Cromwell LLP - December 3, 2015
CFTC Proposes Regulation AT to Impose Registration, Pre-Trade Risk Control and System Safeguard Requirements for Automated Trading Firms and Related Obligations for Clearing Members and Exchanges
Sullivan & Cromwell LLP - December 2, 2015
New York Department of Financial Services Issues Proposed Transaction Monitoring and Filtering Program Requirements and Annual Senior Compliance Officer Certification
Sullivan & Cromwell LLP - December 2, 2015
Political Intelligence Firm, Marwood Group, Fined $375,000 by SEC, Admits Fault and Agrees to Implement Remedial Measures
Sullivan & Cromwell LLP - December 1, 2015
Federal Reserve Board Governor Tarullo Indicates an Increase in Large Bank Holding Companies’ Post-Stress Minimum Capital Ratios Is Likely
Sullivan & Cromwell - November 27, 2015
Superior Court of California Enjoins Unsolicited Acquisition Proposal Based on Misuse of Confidential Information, Prompting Withdrawal of the Proposal
Sullivan & Cromwell LLP - November 25, 2015
ISS Announces 2016 Policy Changes and Expected December Release of Proxy Access FAQs; Both ISS and Equilar/Glass Lewis Open Peer Submission Window
Sullivan & Cromwell LLP - November 24, 2015
FDIC Advisory Establishes New Expectations Related to Board Oversight and BSA/AML Compliance Risk Management for Purchased Loans and Participations
Sullivan & Cromwell LLP - November 24, 2015
Nasdaq Notes That, as a Result of Other Investor Protection Mechanisms Over the Past 25 Years, Some Rules May No Longer Make Sense or Serve Original Purpose
Sullivan & Cromwell LLP - November 24, 2015
Agencies Release Guidance on Applicability of Volcker Rule “Super 23A” Provisions During Conformance Period; Clarify Application to Pre-Existing Covered Transactions
Sullivan & Cromwell LLP - November 22, 2015
Basel Capital Framework
Basel Committee Outlines Updated Policy Agenda, Including Plans to Finalize Outstanding Revisions to Its Regulatory Reform Framework by the End of 2016
Sullivan & Cromwell LLP - November 20, 2015
IRS and Treasury Issue Guidance Intended to Limit Ability of Corporations to Invert and Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - November 20, 2015
United States Attorneys’ Manual Revised to Incorporate Recently Announced Policies on Individual Liability and Cooperation in Corporate Prosecutions
Sullivan & Cromwell LLP - November 18, 2015
New York Attorney General Reaches Settlement with Peabody Energy Corporation to Change its Disclosure Practices Regarding Climate Change
Sullivan & Cromwell LLP - November 12, 2015
New York Department of Financial Services Sends Letter to Other Financial Regulators on Potential New Cybersecurity Regulation Requirements
Sullivan & Cromwell LLP - November 12, 2015
Analysis of Terms Adopted Since August 1, 2015 and Key Elements of Shareholder Proposals for the 2016 Proxy Season
Sullivan & Cromwell LLP - November 10, 2015
New Audit Regime Allows IRS to Assess and Collect Tax at the Partnership Level
Sullivan & Cromwell LLP - November 5, 2015
Federal Reserve Proposes Loss Absorbency Requirements for U.S. G-SIBs and U.S. Intermediate Holding Company Subsidiaries of Non-U.S. G-SIBs, Projects $120 Billion Shortfall for Covered U.S. G-SIBs
Sullivan & Cromwell LLP - November 4, 2015
FDIC Proposes Rule to Implement the Dodd-Frank Act Requirement to Increase the Reserve Ratio from 1.15 Percent to 1.35 Percent by Imposing a Surcharge on Large Banks
Sullivan & Cromwell LLP - October 28, 2015
No Proposal on Proxy Access or Responsiveness; U.S. Policy Changes Would Lower the Acceptable Number of Board Positions Held by a Director, Provide for Ongoing Negative Director Recommendations After Certain Unilateral Governance Changes, and Heighten Compensation Disclosure Requirements for Externally-Managed Issuers
Sullivan & Cromwell LLP - October 26, 2015
FDIC and OCC Adopt Rules Imposing Margin Requirements for Uncleared Swaps and Capital Requirements on Covered Swaps Entities
Sullivan & Cromwell LLP - October 26, 2015
Competing Proposals in Proxy Statements Likely to Increase
Sullivan & Cromwell LLP - October 23, 2015
SEC Issues Request for Comment on Regulation S-X Requirements Relating to Entities Other Than the Registrant
Sullivan & Cromwell LLP - October 12, 2015
NYSE Extends the Pre-Market Notification Period During Which Listed Companies Are Required to Notify the NYSE Prior to Disseminating Material News, Expands the NYSE’s Authority to Halt Trading and Revises Guidance on News Dissemination Methods
Sullivan & Cromwell LLP - October 8, 2015
Delaware Supreme Court Affirms That an Uncoerced and Fully Informed Disinterested Stockholder Vote Reduces the Standard of Review in a Merger Without a Controlling Stockholder to Business Judgment
Sullivan & Cromwell LLP - October 5, 2015
Delaware Court of Chancery Declines to Dismiss Fiduciary Duty Breach Claims Against Directors and Aiding and Abetting Claims Against Financial Advisor and Significant Stockholder
Sullivan & Cromwell LLP - October 5, 2015
Proposed Rule and Amendments to Rules and Forms Would Require Open-End Funds to Implement Liquidity Risk Management Programs and Permit Their Use of Swing Pricing
Sullivan & Cromwell LLP - October 2, 2015
IRS and Treasury Department Issue Notice Postponing Certain FATCA Deadlines and Announce Competent Authority Arrangements with Australia and the United Kingdom
Sullivan & Cromwell LLP - October 1, 2015
The Federal Reserve’s Approval Order Highlights the Regulatory Implications of Transactions to Potential Buyers and Sellers
Sullivan & Cromwell LLP - September 30, 2015
HMRC Responds to UK Supreme Court Ruling that a Delaware LLC Is “Tax-Transparent”
Sullivan & Cromwell LLP - 29 September 2015
SEC Fines Investment Adviser—a Victim of a Cybersecurity Breach—for Failing To Adopt Written Policies and Procedures Reasonably Designed To Protect Customer Records and Information
Sullivan & Cromwell LLP - September 28, 2015
The Federal Reserve’s Most Recent Semiannual Report Provides Insight Into the Bank M&A Application Process
Sullivan & Cromwell LLP - September 28, 2015
Federal Reserve Board Proposes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - September 22, 2015
CFTC Supplements Proposed Rules Regarding Aggregation Standards Applicable to Position Limits for Derivatives
Sullivan & Cromwell LLP - September 22, 2015
IRS Issues Temporary and Proposed Regulations Regarding When a Controlled Foreign Corporation’s Partnership Transactions Will Result in Current Taxable Income for United States Shareholders and Temporary Regulations Expanding the Requirement That a Controlled Foreign Corporation Earn Active Rents and Royalties Through Its Own Officers and Employees
Sullivan & Cromwell LLP - September 21, 2015
IRS and Treasury Department Issue Proposed Regulations Relating to Outbound Transfers of Intangibles and Temporary Regulations Clarifying the Application of Transfer Pricing Rules to Such Transactions
Sullivan & Cromwell LLP - September 21, 2015
IRS and Treasury Issue New Final and Proposed Regulations on Withholding Tax on “Dividend Equivalent Payments”
Sullivan & Cromwell LLP - September 21, 2015
The Treasury Department and IRS Issue Notice and Revenue Procedure to Expand Area of “No Rule” for Letter Rulings for Certain REIT Spinoffs and “Cash-Rich” Spinoffs
Sullivan & Cromwell LLP - September 15, 2015
Analysis of the Justice Department’s New Guidance on Individual Liability in Matters of Corporate Wrongdoing
Sullivan & Cromwell LLP - September 14, 2015
Second Circuit, Disagreeing with Fifth Circuit, Defers to SEC’s Interpretation of Dodd-Frank Whistleblower Definition and Holds That Internal Whistleblowers Are Entitled to Pursue Dodd-Frank Retaliation Claims
Sullivan & Cromwell LLP - September 11, 2015
Recently Adopted and Proposed Rules under Title VII
Sullivan & Cromwell LLP - September 10, 2015
In Decision with Potentially Large Ramifications, NLRB Holds That Joint-Employer Status Is Based on the Power to Control Terms and Conditions of Employment, Even If Such Control Is Indirect or Unexercised
Sullivan & Cromwell LLP - September 8, 2015
Second Circuit Issues New Ruling on Central Bank Immunity Under the Foreign Sovereign Immunities Act
Sullivan & Cromwell LLP - September 1, 2015
Third Circuit Court of Appeals Panel Holds That the Federal Trade Commission Has Authority to Regulate Cybersecurity Deficiencies as an Unfair Trade Practice
Sullivan & Cromwell LLP - August 26, 2015
Including List of Considerations, Analysis of Terms Adopted to Date, and Sample Bylaw
Sullivan & Cromwell LLP - August 18, 2015
SEC Adopts Final Rules on Registration of Security-Based Swap Dealers and Major Security-Based Swap Participants
Sullivan & Cromwell LLP - August 18, 2015
Regulations to Require Current Gain Recognition on Certain Transfers of Property to Controlled Partnerships with Foreign Related Partners
Sullivan & Cromwell LLP - August 12, 2015
RBA Would Have Publicly Rated Banks and Threatened to Remove City Deposits From Them Based on the City’s Assessment of the Banks’ Community Lending and Other Activities
Sullivan & Cromwell LLP - August 10, 2015
Separate Panels Reverse District Court Dismissal of Texas Bank’s Challenges on Standing and Ripeness Grounds and Grant Mortgage Servicer’s Motion to Stay CFPB Action Pending Judicial Review
Sullivan & Cromwell LLP - August 7, 2015
New Rule Will Not Be Effective Until 2018 Proxy Season
Sullivan & Cromwell LLP - August 7, 2015
Ninth Circuit Affirms District Court RAND Royalty Rate Calculation and Claim for Motorola’s Failure to Abide by Its RAND Commitments
Sullivan & Cromwell LLP - August 3, 2015
Tax Court Strikes Down Treasury Rule Requiring Sharing of Stock-Based Compensation Costs in Qualified Cost-Sharing Arrangements Because the Rule Failed the Reasoned Decision-Making Standard
Sullivan & Cromwell LLP - July 31, 2015
Federal Reserve Board Approves Final Common Equity Surcharge For U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - July 29, 2015
IRS Proposals Would Re-characterize Partnership Income from Some Fee Waiver Arrangements (and Potentially Other Transactions) as Service Income
Sullivan & Cromwell LLP - July 24, 2015
Decision Limiting SEC’s Authority to Bar Based on Misconduct Occurring Prior to Enactment of Dodd-Frank May Provide a Basis for Objecting to Certain CFPB Sanctions
Sullivan & Cromwell LLP - July 23, 2015
Federal Reserve Board Proposes Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - July 22, 2015
Proxy Access Proposals Most Significant Development of 2015; Significantly Higher ISS Support of Independent Chair Proposals Does Not Translate to Higher Votes; Board Withhold Recommendations Continue to Increase With Board Responsiveness a Key Driver in Resulting Votes
Sullivan & Cromwell LLP - July 20, 2015
In Order to Eliminate Obstacles to E-Filing of Tax Returns, the Section 83(b) Election Would No Longer Be Included with the Annual Tax Return
Sullivan & Cromwell LLP - July 20, 2015
Guidance Takes A Stringent Position on the Determination of Whether Workers Can Be Considered Independent Contractors
Sullivan & Cromwell LLP - July 17, 2015
IRS Announces Intention to Prohibit Lump-Sum Payout of In-Pay Annuities
Sullivan & Cromwell LLP - July 13, 2015
UK Supreme Court Rules for First Time on Entity Classification for UK Tax Purposes – Is a Delaware LLC “Tax-Transparent”?
Sullivan & Cromwell LLP - 13 July 2015
Third Circuit Provides Guidance on When Shareholder Proposals Raising Significant Social Policy Issues Do Not Transcend the Day-to-Day Business Matters and May be Excluded
Sullivan & Cromwell LLP - July 10, 2015
FFIEC Assessment Tool Provides Repeatable and Quantifiable Process for Financial Institutions to Gauge Cybersecurity Risk and Preparedness
Sullivan & Cromwell LLP - July 10, 2015
SEC Issues Concept Release Seeking Comment on Possible Revisions to Audit Committee Disclosure Requirements
Sullivan & Cromwell LLP - July 9, 2015
Financial Institutions and Counterparties Must Retroactively Disclose Participation in Derivative Transactions that Effectively Provide a Counterparty with a Return Based on a Basket of Positions that the Counterparty Itself Trades and Controls
Sullivan & Cromwell LLP - July 9, 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; Does Not Appear to Require Issuers to Reassess Discretionary Award Determinations (Positive or Negative) in Light of Restatement
Sullivan & Cromwell LLP - July 7, 2015
Second Circuit Court of Appeals Rejects Department of Labor’s Restrictive Guidance and Endorses a More Easily Met Standard for Determining Lawful Use of Unpaid Interns
Sullivan & Cromwell LLP - July 6, 2015
DOL Proposes Substantially Raising Salary Thresholds Used in Determining Who Is Exempt from Overtime Pay and Requests Comments on Potential Changes to the Current Regulations Defining the Duties Required to Qualify for Exemption
Sullivan & Cromwell LLP - July 1, 2015
Supreme Court Holds that EPA Is Required to Consider Costs When Determining Whether Regulating Certain Power Plants Is “Appropriate And Necessary”
Sullivan & Cromwell LLP - June 30, 2015
Basel Committee Publishes Final Net Stable Funding Ratio Disclosure Standards
Sullivan & Cromwell LLP - June 29, 2015
U.S. Supreme Court Holds That Disparate-Impact Claims Are Cognizable Under the Fair Housing Act in Certain Limited Circumstances
Sullivan & Cromwell LLP - June 25, 2015
New Rule Also Broadens the Definition of a Consumer Financial Product or Service to Include Auto Leases
Sullivan & Cromwell LLP - June 19, 2015
SEC Requests Comments on Topics Related to the Listing and Trading of Exchange-Traded Products on National Securities Exchanges and Sales of Such Products by Broker-Dealers
Sullivan & Cromwell LLP - June 17, 2015
A Partial Legislative Response to ATP Tour, Inc. v. Deutscher Tennis Bund, Which Held That Fee-Shifting Bylaws Adopted by Delaware Nonstock Corporations Could Be Valid
Sullivan & Cromwell LLP - June 12, 2015
Amendment to New York City Human Rights Law Prohibits Employers from Inquiring into Applicants’ Criminal Records Prior to Making Conditional Offers of Employment
Sullivan & Cromwell LLP - June 12, 2015
Agencies Release New Guidance Providing Clarification Regarding Banking Entity Status of Certain Foreign Public Funds and Restricting Scope of Joint Venture Exclusion
Sullivan & Cromwell LLP - June 12, 2015
IRS and Treasury Issue Final Regulations on the “Substantial Business Activities” Exception to Section 7874
Sullivan & Cromwell LLP - June 4, 2015
Federal Reserve Enters Into Written Agreements with Discover Financial Services and State Street Corporation
Sullivan & Cromwell LLP - June 3, 2015
D.C. Circuit Holds that Federal Excise Tax Does Not Apply to Wholly Foreign Retrocession Agreements
Sullivan & Cromwell LLP - June 3, 2015
Supreme Court Clarifies that an Employer Can Be Liable for Failing To Accommodate a Religious Practice that the Employer Suspects, But Does Not Know, To Be Religiously Based
Sullivan & Cromwell LLP - June 2, 2015
In Kellogg Brown & Root Services, Inc., et al. v. United States ex rel. Carter, Supreme Court Holds That Statute of Limitations Suspension Applicable to Criminal Fraud Charges Does Not Apply To Civil Fraud Claims and That First-to-File Bar Does Not Preclude Suits Following Dismissal of First-Filed Action
Sullivan & Cromwell LLP - May 28, 2015
Defendant’s Good-Faith Belief That a Patent Is Invalid Is Not a Defense to a Claim for Inducing Infringement
Sullivan & Cromwell LLP - May 27, 2015
Federal Reserve Proposes Inclusion of Certain U.S. Municipal Securities as High-Quality Liquid Assets for Purposes of the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - May 26, 2015
Proposed Rules and Amendments Would Implement New Monthly and Annual Reporting Forms for Registered Investment Companies, with Detailed Disclosure Requirements for Derivatives and Securities Lending Activities; Amended Investment Adviser Reporting Form Would Require Additional Disclosure Regarding Separately Managed Accounts and Other Information
Sullivan & Cromwell LLP - May 26, 2015
Actions Represent First CFPB Settlements To Address Unauthorized Charges on Telephone Bills and First Concurrent Enforcement Proceedings by the CFPB and FCC
Sullivan & Cromwell LLP - May 19, 2015
Statute of Limitations for ERISA Fiduciary Claims Can Run From the Date of a Failure to Monitor Investments, Not Merely From the Date of the Initial Investment Decision
Sullivan & Cromwell LLP - May 19, 2015
Delaware Supreme Court Holds That Plaintiffs Seeking Monetary Damages Must Plead Non-Exculpated Claims Against Disinterested Directors to Survive Motion to Dismiss by Those Directors
Sullivan & Cromwell LLP - May 18, 2015
More Clarity for Delaware Directors When Considering Restructuring Transactions
Sullivan & Cromwell LLP - May 14, 2015
Banking Committee Chairman Releases Discussion Draft of “The Financial Regulatory Improvement Act of 2015”
Sullivan & Cromwell LLP - May 13, 2015
DuPont Announces Victory in Proxy Fight with Trian
Sullivan & Cromwell LLP - May 13, 2015
Department of Justice and Evergreen Bank Group Enter into Consent Order Requiring Implementation of Dealer Compensation Policy and Payment of $395,000 in Consumer Redress
Sullivan & Cromwell LLP - May 12, 2015
European Court Limits Private Parties’ Standing to Challenge EU Regulatory Acts
Sullivan & Cromwell LLP - 11 May 2015
SEC Issues Guidance on Approach to Forum Selection in Contested Actions
Sullivan & Cromwell LLP - May 11, 2015
Focuses on Relationship of Executive Compensation Actually Paid Versus Annual Total Shareholder Return; Two Commissioners Dissent, Citing Lack of Flexibility and Concerns over Short-Termism
Sullivan & Cromwell LLP - May 1, 2015
FDIC Requests Comment on Whether Certain Insured Depository Institutions Should Enhance Recordkeeping to Maintain More Accurate and Complete Data on Deposit Accounts and Develop Capabilities to Calculate Insured Amounts for Each Depositor at the End of Any Business Day
Sullivan & Cromwell LLP - April 30, 2015
Guidance Highlights the Importance of Cybersecurity for Funds and Advisers and Suggests Measures To Consider When Addressing Cybersecurity Risks
Sullivan & Cromwell LLP - April 30, 2015
The Supreme Court Holds That EEOC’s Conciliation Efforts Are Subject to Judicial Review, Albeit Narrow
Sullivan & Cromwell LLP - April 30, 2015
Regulation Would Likely Limit the Scope of Financial Services Available to Plans and IRAs, Unless the Plans and IRAs Are Given New Contractual Protections
Sullivan & Cromwell LLP - April 29, 2015
SEC Proposes Proxy Disclosure Rule on Relationship of Executive Compensation Actually Paid and Issuer Financial Performance
Sullivan & Cromwell LLP - April 29, 2015
Consumer Financial Protection Bureau Refers to “Substantiation” for the First Time; Federal Trade Commission and Consumer Financial Protection Bureau File First Joint Order
Sullivan & Cromwell LLP - April 24, 2015
IRS and Treasury Department Issue Proposed Regulations Regarding the Treatment of Insurance Companies Under the “Passive Foreign Investment Company” Rules
Sullivan & Cromwell LLP - April 24, 2015
Amendment to the New York City Human Rights Law Makes It an Unlawful Discriminatory Practice for Most Employers to Use Consumer Credit Histories in Employment Decisions
Sullivan & Cromwell LLP - April 22, 2015
FinCEN Targets Money Laundering Infrastructure with Geographic Targeting Order in Miami
Sullivan & Cromwell LLP - April 22, 2015
Cyber Criminals Are Reportedly Pairing Falsified Wire Instructions with Seemingly Credible Justifications in Attempts to Misdirect Funds to Third-Party Accounts and Tricking Executives and Advisers into Compromising Sensitive Non-Public Information
Sullivan & Cromwell LLP - April 16, 2015
Report Assesses Banking Industry’s Progress in Addressing Cybersecurity Risks Posed by Third-Party Service Providers
Sullivan & Cromwell LLP - April 16, 2015
Oil and Gas Industry Mergers – Impact of European Competition Law
Sullivan & Cromwell LLP - April 15, 2015
NAIC Working Group Adopts Guidance for State Insurance Regulators in Considering Change of Control Approval Filings
Sullivan & Cromwell LLP - April 13, 2015
The French Tax Administration Intends To Incentivize Taxpayers that Have Already Entered into Abusive Schemes To Regularize Their Situation
Sullivan & Cromwell LLP - April 8, 2015
Schlumberger Oilfield Holdings Pleads Guilty to Criminal Sanctions Charges Related to Conduct that “Facilitated” Business from the United States; PayPal Resolves Apparent Sanctions Violations with OFAC Caused in Part by the Failure to Employ Adequate Screening Technology and Procedures
Sullivan & Cromwell LLP - April 8, 2015
Cease-and-Desist Order Charges That Employer’s Confidentiality Requirement for Internal Investigations Contravened the Whistleblower Provision of the Securities Exchange Act of 1934
Sullivan & Cromwell LLP - April 2, 2015
Treasury Department May Designate Individuals and Entities That Engage in Cyber Activities Detrimental to U.S. Interests, Freezing Their Assets and Blocking Transactions With Them
Sullivan & Cromwell LLP - April 1, 2015
CFPB Proposal Would Require Lenders To Assess Customers’ Ability To Repay, Impose Cooling-Off Periods for Consecutive Loans, and Require Disclosures and Limits on Repayment Through Customer Accounts
Sullivan & Cromwell LLP - March 30, 2015
Commerzbank AG Settles Criminal and Civil BSA/AML and Sanctions Charges with U.S. Government
Sullivan & Cromwell LLP - March 26, 2015
Supreme Court Clarifies When Statements of Opinion in Registration Statements Can Be Actionable
Sullivan & Cromwell LLP - March 25, 2015
U.S. Court of Appeals Rejects IRS Attempt to Apply Closing Agreement Retroactively to Support an Unrelated Proposed Adjustment to Tax
Sullivan & Cromwell LLP - March 19, 2015
FTC Amends its Rules to Allow Parties that Defeat an FTC Request for Injunctive Relief in Federal Court to Automatically Stay Related Administrative Proceedings Pending an FTC Decision on Whether to Proceed Administratively in Light of the Federal Court Decision
Sullivan & Cromwell LLP - March 18, 2015
New Sanctions Targeting Persons in Venezuela and Expansion of Sanctions Addressing the Situation in Ukraine; DOJ Reaches First Criminal Settlement in “Operation Choke Point”; and FinCEN Proposes Special Measures Against an Andorran Bank Under Section 311 of the USA PATRIOT Act
Sullivan & Cromwell LLP - March 18, 2015
U.S. Department of Labor’s Final Rule Maintains Oral Complaint and Economic Restatement Provisions Despite Critical Comments
Sullivan & Cromwell LLP - March 12, 2015
Supreme Court Holds that Agencies Can Amend or Repeal Interpretive Rules Without Notice-and-Comment Procedures
Sullivan & Cromwell LLP - March 10, 2015
Key Developments and Potential Actions
Sullivan & Cromwell LLP - March 10, 2015
The French Supreme Court (Conseil d’Etat) Ruled That the France-China Tax Treaty Should Be Construed as Including a Tax Sparing Credit Provision, Under Which French Taxpayers Are Entitled to Foreign Tax Credits Even in The Absence of Any Withholding Tax in China
Sullivan & Cromwell LLP - March 6, 2015
German Federal Cartel Office Provides Detailed Guidance on its Analysis of Residential Real Estate Transactions
Sullivan & Cromwell LLP - 3 March 2015
Agencies Release New Volcker Rule FAQ with Critical Guidance for Foreign Banking Entities and Fund Sponsors; Clarify That U.S. Marketing Restriction Under “SOTUS” Covered Fund Exemption Does Not Apply to Third Parties
Sullivan & Cromwell LLP - February 27, 2015
Front v. Khalil: New York’s Highest Court Holds That Pre-Litigation Statements Made by Attorneys Cannot be the Subject of Defamation Claims Unless the Statements Were “Not Pertinent to a Good-Faith Anticipated Litigation”
Sullivan & Cromwell LLP - February 26, 2015
Delaware Supreme Court Affirms Chancery Court’s Appraisal Decision that Merger Price Was the Best Indicator of Fair Value and Statutory Interest Could Not be Tolled with a Proffer of Consideration
Sullivan & Cromwell LLP - February 18, 2015
Proposals Relating to Domestic Business Taxation
Sullivan & Cromwell LLP - February 18, 2015
Proposals Relating to International Taxation
Sullivan & Cromwell LLP - February 17, 2015
Including List of Considerations, Summary of Precedents and Sample Bylaw
Sullivan & Cromwell LLP - February 13, 2015
President Signs New Executive Order Establishing a Framework for Public-Private Cybersecurity Collaboration
Sullivan & Cromwell LLP - February 13, 2015
SEC’s Waiver of Rule 506(d) Disqualification for Oppenheimer & Co. Sparks Dissent Among SEC Commissioners
Sullivan & Cromwell LLP - February 12, 2015
Portals Can Provide Increased Efficiency and Security, but Companies Should Be Mindful of Potential Practical and Legal Risks
Sullivan & Cromwell LLP - February 11, 2015
Proposals Relating to Individual, Estate and Gift and Retirement Plan Taxation
Sullivan & Cromwell LLP - February 11, 2015
Will Not Affect 2015 Proxy Season; Requires Description of Hedging Policies, Not Specific Transactions
Sullivan & Cromwell LLP - February 10, 2015
United States v. Fokker Services B.V.—District Court Rejects as “Grossly Disproportionate” a Deferred Prosecution Agreement in U.S. Economic Sanctions Case
Sullivan & Cromwell LLP - February 6, 2015
SEC’s Office of Compliance Inspections and Examinations Announces Findings from its Cybersecurity Examination Initiative
Sullivan & Cromwell LLP - February 5, 2015
Proposals Relating to Taxation of Offshore Profits of U.S. Corporations
Sullivan & Cromwell LLP - February 2, 2015
FDIC Weighs In on “De-Risking;” FinCEN and SEC Bring Actions Against Oppenheimer & Co. for BSA/AML Violations
Sullivan & Cromwell LLP - February 2, 2015
BSA/AML and Sanctions Compliance Continued to Be a Focus of Boards of Directors and Management of Financial Institutions as 2014 was Marked by Record-Setting Fines and Precedent-Setting Criminal Prosecutions and Enforcement Actions for Violations of BSA/AML and Sanctions Laws
Sullivan & Cromwell LLP - January 29, 2015
IRS Releases Chief Counsel Advice Memorandum 201501013, Treating a Foreign Fund with No Employees as Engaged in a Trade or Business in the United States Through the Lending and Underwriting Activities of the Fund’s Manager, and Clarifying Trading Safe Harbors
Sullivan & Cromwell LLP - January 26, 2015
The French Constitutional Court Has Ruled That the Non-Cooperative States Regime Must Include an Exemption for Non-Abusive Transactions
Sullivan & Cromwell LLP - January 26, 2015
United States Eases Elements of Cuban Embargo; New Regulations Issued by U.S. Treasury and Commerce Departments Implement Cuban Policy Changes Announced in December
Sullivan & Cromwell LLP - January 26, 2015
The Macron Draft Bill Would, If Enacted, Improve Significantly the French Tax and Legal Treatment of Awards Under Qualifying Share Plans, Which Would Become Very Attractive Compared to Cash Bonuses or Stock Option Plans
Sullivan & Cromwell LLP - January 21, 2015
Supreme Court Holds That Federal Circuit Must Review Factual Findings on Claim Construction for Clear Error, Not De Novo
Sullivan & Cromwell LLP - January 21, 2015
HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2015
SEC Chair White Directs Staff to Review the Exclusion of Conflicting Shareholder Proposals in Light of Concerns Over Proper Scope and Application; Whole Foods Proxy Access Determination Reversed
Sullivan & Cromwell LLP - January 16, 2015
FDIC Issues Frequently Asked Questions on Identifying, Accepting, and Reporting Brokered Deposits
Sullivan & Cromwell LLP - January 14, 2015
CFTC Staff Issues Advisory on Annual Reports by Chief Compliance Officers of Swap Dealers, Major Swap Participants and Futures Commission Merchants
Sullivan & Cromwell LLP - January 12, 2015
New, Mandatory Regulatory Framework for the Technological Systems of Exchanges, Certain Alternative Trading Systems, Plan Processors and Exempt Clearing Agencies
Sullivan & Cromwell LLP - January 9, 2015
New Amendments to the New York Wage Theft Prevention Act Relieve Employers of the Requirement to Provide Annual Wage Notices to Employees but Increase Penalties for Noncompliance
Sullivan & Cromwell LLP - January 6, 2015
President Prohibits Trade with and New Investment in the Crimea Region of Ukraine and Announces Changes to the Cuba Embargo; Congress Passes New Laws Authorizing New Ukraine-Related Sanctions and Targeted Sanctions Against Venezuelan Government Officials
Sullivan & Cromwell LLP - December 24, 2014
SEC Proposes Rule Amendments to Implement JOBS Act Provisions That Increased Thresholds for Registration and Reporting Obligations
Sullivan & Cromwell LLP - December 23, 2014
Federal Reserve Extends Conformance Period Through July 21, 2016 for Investments in and Relationships with Legacy Covered Funds; Intends to Grant Additional Extension Through July 21, 2017
Sullivan & Cromwell LLP - December 18, 2014
Federal Reserve Board Proposes Rule Establishing Common Equity Surcharge on U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - December 14, 2014
United States v. Newman: Second Circuit Reverses Insider Trading Convictions; Requires That Tippee Know of Benefit Received by Insider; Strengthens Evidentiary Showing Required To Prove Benefit
Sullivan & Cromwell LLP - December 11, 2014
New York Appellate Court Applies Common-Interest Privilege to Merger Parties’ Pre-Closing Communications; First Judicial Department Breaks With Other New York Courts and Applies Common-Interest Privilege to Communications not Related to Litigation
Sullivan & Cromwell LLP - December 10, 2014
Six Federal Agencies Adopt Final Joint Rule on Credit Risk Retention
Sullivan & Cromwell LLP - December 8, 2014
European Court finds that Spanish tax rules were not unlawful state aid because they did not give a “selective advantage”
Sullivan & Cromwell LLP - 2 December 2014
The FDIC Issues a Final Rule Regarding Changes to the Ratios and Ratio Thresholds to Align the Deposit Insurance Assessment System With U.S. Basel III Capital Rules
Sullivan & Cromwell LLP - November 24, 2014
Delaware Chancery Court Declines to Dismiss Fiduciary Duty Claims Against Board for Post-IPO Waiver of Lock-Up Restrictions But Dismisses Aiding and Abetting Claims Against Underwriters for Consenting to the Waiver
Sullivan & Cromwell LLP - November 17, 2014
Two Justices Suggest That Agencies’ Interpretations Should Not Be Entitled To Deference When Considering Statutes With Criminal Penalties
Sullivan & Cromwell LLP - November 13, 2014
Federal Reserve Approves Final Rule Implementing Dodd-Frank’s Financial Sector Concentration Limit
Sullivan & Cromwell LLP - November 12, 2014
NYC Pension Funds Launch Broad Proxy Access Initiative, Filing Proposals at 75 Public Companies; ISS and Glass Lewis Release 2015 Voting Policies; ISS Codifies Approach on Bylaw Amendments and Adopts Previously Proposed Changes on Independent Chair Proposals and Equity Plans
Sullivan & Cromwell LLP - November 7, 2014
Basel Committee Publishes Final Document on Net Stable Funding Ratio
Sullivan & Cromwell LLP - November 7, 2014
New Governance Factors Consistent with Last Week’s Preview; Data Verification Period From Monday Through November 14
Sullivan & Cromwell LLP - October 30, 2014
Federal Reserve Issues Instructions and Guidance for the 2015 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - October 29, 2014
LBI Directs Its Auditors Not to Challenge Certain Worthless Debt Deductions
Sullivan & Cromwell LLP - October 29, 2014
Delaware Chancery Court Rejects Claim that Manager Is a Controlling Stockholder; Applies Business Judgment Review to Merger Approved by Independent Board and Fully Informed Stockholders
Sullivan & Cromwell LLP - October 27, 2014
Delaware Chancery Court Declines to Dismiss Fiduciary Duty Claims Against Directors and Aiding and Abetting Claims Against Lender in Connection with Dead Hand Change of Control Provision in Credit Agreement
Sullivan & Cromwell LLP - October 27, 2014
New Governance Factors Previewed; Details to be Published on October 31; Data Verification Period to Follow Through November 14
Sullivan & Cromwell LLP - October 27, 2014
Federal Reserve Approves Final Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - October 24, 2014
Landmark Ruling by Court of Appeals Confirms that Service of Asset Freeze Order on New York Branch of International Bank Does Not Reach Overseas Branches
Sullivan & Cromwell LLP - October 23, 2014
Delaware Chancery Court Holds Financial Advisor Liable for 83% of Damages to Stockholders in Connection with Aiding and Abetting Breaches of Fiduciary Duty by Board of Directors
Sullivan & Cromwell LLP - October 17, 2014
No Proposal on Unilateral Bylaw Amendments; U.S. Policy Changes Would Introduce Uncertainty for Independent Chair Shareholder Proposals and Implement a Scorecard for Equity Plan Proposals
Sullivan & Cromwell LLP - October 16, 2014
Potential VAT Costs for Financial Groups as ECJ Recognises Intra-Entity Supplies between US Head Office and VAT-Grouped Branch
Sullivan & Cromwell LLP - 10 October 2014
The Federal Insurance Office Releases 2014 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 3, 2014
Financial Stability Board’s Consultative Document Regarding Cross-Border Recognition of Resolution Actions Represents an Important Step Towards Removal of Impediments to Resolution
Sullivan & Cromwell LLP - October 2, 2014
The CFTC Reproposes Rules for Minimum Margin Requirements for Swap Dealers and Major Swap Participants, Largely Aligned with Prudential Regulators’ Recent Reproposed Rules
Sullivan & Cromwell LLP - September 30, 2014
IRS and Treasury Issue Guidance Intended to Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - September 24, 2014
Jury Verdict Against Arab Bank PLC Under Anti-Terrorism Act; Second Circuit Analyzes Requisite Scienter for Pleading ATA Violation
Sullivan & Cromwell LLP - September 24, 2014
Anticipated TLAC Proposal: Impact on Banks’ Balance Sheet Structures and Resolution Plans
Sullivan & Cromwell LLP - September 23, 2014
District Court Dismisses Broad-Based Challenge to CFTC Cross-Border Interpretative Guidance but Remands Several Title VII Dodd-Frank Swaps Rules for Further Cost-Benefit Analysis; Remanded Rules Not Vacated and Will Remain in Force During Remand
Sullivan & Cromwell LLP - September 18, 2014
Delaware Chancery Court Declines to Dismiss Claims Against Disinterested Directors Not Pled with Particularity in Transaction in Which Entire Fairness Review Applies
Sullivan & Cromwell LLP - September 16, 2014
SEC Adopts Revisions to Regulation AB and Other Rules Governing the Offering Process, Disclosure and Reporting for Asset-Backed Securities
Sullivan & Cromwell LLP - September 16, 2014
Federal Banking Agencies Issue Final Rules Revising the Supplementary Leverage Ratio’s Exposure Measure Denominator
Sullivan & Cromwell LLP - September 16, 2014
Delaware Chancery Court Upholds Forum Selection Bylaw With North Carolina Forum That Was Adopted the Same Day as a Merger Agreement
Sullivan & Cromwell LLP - September 15, 2014
Federal Reserve Board, OCC, FDIC, Farm Credit Administration and Federal Housing Finance Agency Repropose Rules for Minimum Margin and Capital Requirements for Certain Dealers and Major Participants in Swaps and Security-Based Swaps
Sullivan & Cromwell LLP - September 10, 2014
SEC Proposes Rule Regarding Communications Involving Security-Based Swaps Entered Into Solely by Eligible Contract Participants
Sullivan & Cromwell LLP - September 10, 2014
Agencies Release New FAQ on CEO Certification Requirement, Setting March 31, 2016 Deadline for Initial Submissions
Sullivan & Cromwell LLP - September 10, 2014
Federal Reserve Approves Final Rule Implementing Basel III Liquidity Coverage Ratio for Large U.S. Banks
Sullivan & Cromwell LLP - September 9, 2014
Recovery of VAT on Deal Fees
Airtours is Denied a Deduction for VAT Paid on Fees Charged by Advisors on its Restructuring
Sullivan & Cromwell LLP - 3 September 2014
Berkshire Hathaway Inc. Agrees to Pay Civil Penalty of $896,000 to Resolve FTC Allegations That it Violated the Reporting Requirements of the HSR Act
Sullivan & Cromwell LLP - August 21, 2014
Court Holds That, Under Morrison v. National Australia Bank, a Domestic Transaction Is Not Alone Sufficient To State a Section 10(b) Claim Involving Securities-Based Swaps When the Conduct Is Predominantly Foreign
Sullivan & Cromwell LLP - August 19, 2014
Executive Order Requires Federal Contractors to Report Adverse Labor and Employment Law Decisions, Provide Detailed Wage Statements to Employees, and Forgo Using Pre-Dispute Arbitration Agreements for Employment Discrimination and Sexual Assault Claims
Sullivan & Cromwell LLP - August 6, 2014
Wal-Mart v. IBEW
Delaware Supreme Court Authorizes “Books and Records” Discovery of Internal Investigation Under Section 220 of the Delaware General Corporation Law and Adopts Garner Exception to Attorney-Client Privilege
Sullivan & Cromwell LLP - August 6, 2014
Court Rules that for Purposes of Demanding FINRA Arbitration, “Customers” of FINRA Members Are Those Who Either Purchase a Good or Service from a FINRA Member or Have an Account with a FINRA Member
Sullivan & Cromwell LLP - August 4, 2014
U.S. and EU Take Coordinated Action to Restrict Access of Russian State-Owned Banks to U.S. and EU Capital Markets, Restrict Trade with Russia, Including for Certain Deep Water, Arctic Offshore and Shale Exploration and Production Projects, and Sanction Additional Persons and Entities; U.S. Supplements Sectoral Sanctions Guidance
Sullivan & Cromwell LLP - August 4, 2014
FDIC Proposes Changes to the Ratios and Ratio Thresholds to Align the Deposit Insurance Assessment System with U.S. Basel III Capital Rules
Sullivan & Cromwell LLP - July 31, 2014
Securities and Exchange Commission Adopts Money Market Fund Rule Amendments Requiring Institutional Funds to Adopt Floating Net Asset Values and Permitting Boards to Impose Liquidity Fees and Suspend Redemptions
Sullivan & Cromwell LLP - July 28, 2014
Latest Developments Include U.S. Introduction of Sectoral Sanctions Imposing Targeted Sanctions on Certain Entities in Russia’s Financial Services and Energy Sectors; U.S. Designating Additional Persons and Entities as Blocked Persons; and New EU Designations Targeting Additional Individuals and Entities
Sullivan & Cromwell LLP - July 25, 2014
EU Competition Law
European Commission Imposes €20 Million Fine for Failing to Notify a Merger Under the EU Merger Regulation
Sullivan & Cromwell LLP - 24 July 2014
SEC Adopts Initial Final Rules on Cross-Border Security-Based Swap Activities
Sullivan & Cromwell LLP - July 22, 2014
Court Holds That Due Process Requires That an Affected Party in a CFIUS Review be Informed of the Official Action, be Given Access to the Unclassified Evidence on Which the Government Relied and be Afforded an Opportunity to Rebut That Evidence
Sullivan & Cromwell LLP - July 17, 2014
U.S. House of Representatives Passes the “Customer Protection and End-User Relief Act” That Would Amend Certain Provisions of the Commodity Exchange Act Implemented After Dodd-Frank
Sullivan & Cromwell LLP - July 1, 2014
SEC Confirms Criminal and Civil Investigations of Potential STOCK Act Violation; Moves to Enforce Subpoena to Congressional Committee and Staffer
Sullivan & Cromwell LLP - July 1, 2014
Federal Reserve Proposes New Submission Deadlines and Other Revisions to Its Capital Plan Rule; Federal Banking Agencies Propose New Submission Deadlines for Dodd-Frank Act Company-Run Stress Tests
Sullivan & Cromwell LLP - June 30, 2014
Court Unanimously Rules that Senate, Not President, Decides When Senate Is In Session; Pro Forma Sessions Preclude Recess Appointments
Sullivan & Cromwell LLP - June 27, 2014
Court Erects Substantial Hurdles to “Stock Drop” Class Actions But Rejects Lower Court Rulings That Investing ERISA Retirement Funds in Employer Stock Is Presumed to be Prudent
Sullivan & Cromwell LLP - June 26, 2014
In Narrow Decision, Court Holds That Aereo Violates TV Broadcasters’ Exclusive Public Performance Rights
Sullivan & Cromwell LLP - June 26, 2014
Shareholder Proposals on Board Declassification, Majority Voting and Elimination of Supermajority Provisions Continue to Receive Strong Support and Begin Migration to Smaller Companies; Handful of “Golden Parachute” Proposals Achieve Majority Support for the First Time; Board Responsiveness Continues to Be a Key Driver of Withhold Votes
Sullivan & Cromwell LLP - June 25, 2014
Court Reaffirms Basic's Fraud-on-the-Market Presumption but Allows Defendants To Rebut that Presumption at Class Certification Stage
Sullivan & Cromwell LLP - June 23, 2014
Supreme Court Holds That Abstract Ideas, Which Include “Fundamental Economic Practices,” Are Not Rendered Patentable by Implementation on a Computer
Sullivan & Cromwell LLP - June 20, 2014
PCAOB Adopts New Auditing Standard for Related Party Transactions and Amendments Regarding Transactions and Relationships with Executive Officers and Significant Unusual Transactions
Sullivan & Cromwell LLP - June 19, 2014
Supreme Court Holds That Post-Judgment Discovery Into the Overseas Assets of a Foreign State Is Not Barred by the Foreign Sovereign Immunities Act
Sullivan & Cromwell LLP - June 16, 2014
Court Clarifies Relationship Between Lanham Act Private Right of Action and FDA Authority
Sullivan & Cromwell LLP - June 13, 2014
Supreme Court Holds that CERCLA’s Extender Provision Applies Only to State Statutes of Limitations and Not State Statutes of Repose
Sullivan & Cromwell LLP - June 10, 2014
New Commercial Division Rule Permits Accelerated Adjudication
Sullivan & Cromwell LLP - June 6, 2014
Appeals Court Vacates District Court’s Refusal to Approve SEC-Citigroup Settlement and Articulates a Standard of Broad Deference to the SEC in Settling Charges
Sullivan & Cromwell LLP - June 5, 2014
Court Holds That Direct Infringement of a Patent Pursuant to 35 U.S.C. §271(a) Is a Predicate for Induced Infringement
Sullivan & Cromwell LLP - June 3, 2014
Court Strikes Down Federal Circuit Standard for Determining Whether Patent Claim Meets Definiteness Requirement of 35 U.S.C. § 112, ¶ 2
Sullivan & Cromwell LLP - June 3, 2014
Federal Reserve Proposes Rules Implementing Dodd-Frank Section 622’s Prohibition on Business Combinations Where the Resulting Financial Company’s Total Consolidated Liabilities Would Exceed 10 Percent of Aggregate U.S. Financial Sector Liabilities
Sullivan & Cromwell LLP - May 28, 2014
California Superior Court Enforces Delaware Exclusive Forum Bylaw, Consistent With Decisions in Several Other States; Little Negative Shareholder Reaction Seen in 2014 Proxy Season for Companies That Unilaterally Adopted Exclusive Forum Bylaws
Sullivan & Cromwell LLP - May 28, 2014
New York State Department of Financial Services Files Lawsuit Against Subprime Auto Lender Alleging Theft of Customer Funds and Endangerment of Customer Data; Becomes First State Regulator to File Consumer Financial Protection Lawsuit Under Dodd-Frank
Sullivan & Cromwell LLP - May 27, 2014
The New York State Department of Financial Services Issues Proposed Amendments to Regulation Governing Acquisitions of New York Domestic Insurance Companies
Sullivan & Cromwell LLP - May 20, 2014
Delaware Supreme Court Rules that Fee-Shifting Provisions in Non-Stock Corporation Bylaws Are Facially Valid Under Delaware Law
Sullivan & Cromwell LLP - May 19, 2014
Delaware Court of Chancery Finds Board’s Use of Rights Plan Reasonable Based on Creeping Takeover and Effective Negative Control Threats Created by Activist Shareholders
Sullivan & Cromwell LLP - May 19, 2014
Proposed Regulations Provide Guidance on the Definition of Real Property for Purposes of the Real Estate Investment Trust Provisions of the Code
Sullivan & Cromwell LLP - May 14, 2014
The Tax Court Holds That Raising Good-Faith and State-of-Mind Defenses to Accuracy-Related Penalties Could Result in an Implied Waiver of the Attorney-Client Privilege
Sullivan & Cromwell LLP - May 14, 2014
IRS Publishes Final Regulations on Deductibility of Fiduciary Expenses Incurred by Estates and Trusts
Sullivan & Cromwell LLP - May 12, 2014
Soft Opening for FATCA: 2014 and 2015 Deemed a “Transition Period” and Other Limited Transitional Relief Under FATCA Announced
Sullivan & Cromwell LLP - May 7, 2014
U.S. Securities Laws Do Not Apply to Transactions Abroad Merely Because the Security at Issue Is Dually Listed on a U.S. Exchange or Because the “Buy Order” Was Placed in the U.S.; Second Circuit Also Holds That an Issuer’s Aspirational Statements of Corporate Culture Are Inactionable “Puffery” That Cannot Trigger Liability Under the U.S. Securities Laws
Sullivan & Cromwell LLP - May 6, 2014
U.S. and EU Expand the List of Parties Targeted by Economic Sanctions in Response to Evolving Ukraine Crisis and Russia’s Failure to Meet Geneva Commitments; New Measures Target Certain Russian Officials and Persons Close to President Putin, Including Several Russian Entities; Package of Sanctions Now Includes Expanded List of Blocked Persons, Travel and Visa Bans and Export Denials
Sullivan & Cromwell LLP - May 2, 2014
Novel Techniques for Restructuring European High Yield
Sullivan & Cromwell LLP - 2 May 2014
Federal Reserve Provides New Insight Regarding Consideration of Banking Applications and Notices; Announces New Semi-Annual Publication of Banking Application Data
Sullivan & Cromwell LLP - May 1, 2014
Basel Committee Publishes Standards for the Supervisory Framework for Measuring and Controlling Large Exposures
Sullivan & Cromwell LLP - May 1, 2014
New Staff Guidance Provides that Issuers Will Not Be Required to Identify Products as “DRC Conflict Free,” “DRC Conflict Undeterminable” or “Having Not Been Found to Be ‘DRC Conflict Free’”
Sullivan & Cromwell LLP - April 30, 2014
In Pair of Rulings, the Supreme Court Relaxes the Federal Circuit Standard for When District Courts May Award Fees in Patent Infringement Cases and Limits Appellate Review of Those Awards
Sullivan & Cromwell LLP - April 30, 2014
IRS Announces Intent to Issue Regulations Under Section 367 Directed at Certain Transactions
Sullivan & Cromwell LLP - April 28, 2014
New SEC Guidance Allows Use of Hyperlinks to Satisfy Legend Requirements in Social Media Communications with Character Limits and Limits Issuers’ Responsibility for Social Media Communications Re-Transmitted by Third Parties
Sullivan & Cromwell LLP - April 25, 2014
Delaware Court of Chancery Limits Scope of Lyondell Chem. Co. v. Ryan for Bad Faith Claims
Sullivan & Cromwell LLP - April 23, 2014
D.C. Circuit Holds That Portion of Conflict Minerals Disclosure Rule Violates the First Amendment; Absent Further Developments, Issuers Should Continue to Prepare to File Disclosures by Monday, June 2
Sullivan & Cromwell LLP - April 17, 2014
Federal Banking Agencies Propose Revisions to the Supplementary Leverage Ratio’s Exposure Measure and Approve Final Rules Implementing an Enhanced Supplementary Leverage Ratio for the Largest U.S. Banking Organizations
Sullivan & Cromwell LLP - April 16, 2014
Mashreqbank PSC v. Ahmed Hamad Al Gosaibi & Brothers Company
Sullivan & Cromwell LLP - April 10, 2014
UK Sets Out Its Priorities for the OECD Base Erosion and Profit Shifting (BEPS) Project
Sullivan & Cromwell LLP - 9 April 2014
Federal Reserve Issues Statement of Intent to Extend the Volcker Rule Conformance Period Through July 21, 2017 for CLOs
Sullivan & Cromwell LLP - April 8, 2014
IRS Notice 2014-19 Requires Prospective Application of the Windsor Decision as of June 26, 2013 and Compliance with “State of Celebration” Approach to Recognizing Marriages as of September 16, 2013
Sullivan & Cromwell LLP - April 7, 2014
New York State 2014-15 Budget Makes Changes to the Taxation of Estates and Gifts and the Income Taxation of Certain Trusts
Sullivan & Cromwell LLP - April 4, 2014
UK Revises Proposed Tax Measures Against Dual Contracts
Sullivan & Cromwell LLP - 4 April 2014
EU Competition Law
European Commission Adopts New Technology Transfer Block Exemption Regulation and Guidelines
Sullivan & Cromwell LLP - April 1, 2014
Tax Court Holds That Services Performed by Trustees Who Are Also Employees May Be Taken into Account in Determining Material Participation for Passive Loss Purposes; Holding Also Relevant for 3.8% Net Investment Income Tax
Sullivan & Cromwell LLP - March 31, 2014
Supreme Court Decision Resolves a Circuit Split Regarding Whether Payments of Certain Severance Payments Constitute “Wages” for Purposes of FICA
Sullivan & Cromwell LLP - March 25, 2014
Proposals Relating to International Taxation
Sullivan & Cromwell LLP - March 25, 2014
2014 Stress Test Results Demonstrate the Strong Capital Position of U.S. Banking System
Sullivan & Cromwell LLP - March 21, 2014
Treasury Releases Last Substantial Regulations Package Necessary to Implement FATCA
Sullivan & Cromwell LLP - March 21, 2014
U.S. and EU Adopt Economic Sanctions in Response to the Current Situation in Ukraine; Additional Measures Likely if Current Situation Persists or Escalates
Sullivan & Cromwell LLP - March 19, 2014