Sullivan & Cromwell LLP - July 30, 2021
Publications (2232)
HIDEshow GROUP
S&C Memos
July 30, 2021
S&C Memos
July 29, 2021
S&C Memos
July 27, 2021
2021 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals
Sullivan & Cromwell LLP - July 27, 2021
S&C Memos
July 19, 2021
Hong Kong Business Advisory: U.S. Executive Agencies Publish Advisory Discussing Risks and Considerations for Businesses and Individuals Operating in Hong Kong
Sullivan & Cromwell LLP - July 19, 2021
S&C Memos
July 12, 2021
S&C Memos
July 8, 2021
Supreme Court Business Review: October Term 2020
Sullivan & Cromwell LLP - July 8, 2021
S&C Memos
July 2, 2021
S&C Memos
June 30, 2021
PRGE&J Ret. Sys. Admin. v. Volkswagen–Ninth Circuit Clarifies Limited Availability of Affiliated Ute Presumption in Securities-Fraud Cases: In Ninth Circuit, Reliance Cannot Be Presumed Under Affiliated Ute Where a Securities-Fraud Plaintiff Alleges Both Misstatements and Omissions, Making Certification of Securities Class Actions More Difficult
Sullivan & Cromwell LLP - June 30, 2021
S&C Memos
June 29, 2021
IDI Resolution Plans: FDIC Publishes New Guidance Streamlining Resolution Planning for Specified IDIs
Sullivan & Cromwell LLP - June 29, 2021
S&C Memos
June 28, 2021
Takeaways From the Supreme Court’s NCAA Decision: In overturning the NCAA’s rules limiting “education-related benefits” for student athletes, the Supreme Court also (1) appeared to adopt a more pro-defendant standard for assessing joint ventures under the antitrust laws and (2) signaled a willingness to assess broader challenges to the NCAA.
Sullivan & Cromwell LLP - June 28, 2021
S&C Memos
June 21, 2021
S&C Memos
June 17, 2021
S&C Memos
June 17, 2021
Observations About the U.S. Department of Justice’s First Action Seeking to Block a Merger Under the Biden Administration
Sullivan & Cromwell LLP - June 17, 2021
S&C Memos
June 17, 2021
Proposed “Radical” Changes to New York’s Antitrust Law: Proposed Legislation Would (1) Delay for 60 Days the Consummation of Many Transactions Valued as Low as $9.2 Million and (2) Establish a New “Abuse of Dominance” Standard Subjecting Many Small Businesses to Treble Damages
Sullivan & Cromwell LLP - June 17, 2021
S&C Memos
June 15, 2021
S&C Memos
June 10, 2021
U.S. Senate Passes Bill to Substantially Increase Hart-Scott-Rodino Act Filing Fees for Large Transactions
Sullivan & Cromwell LLP - June 10, 2021
S&C Memos
June 2021
2021 Corporate Governance Trends — U.S. Biopharmaceutical Industry
Sullivan & Cromwell LLP - June 2021
S&C Memos
June 7, 2021
SEC Chair Statement on Rule 10b5-1 Trading Plans: SEC Chair Gensler’s Speech Indicates Areas of Potential Rulemaking
Sullivan & Cromwell LLP - June 7, 2021
S&C Memos
June 4, 2021
U.S. Supreme Court Narrows the Scope of Federal Anti-Hacking Law in Van Buren v. United States: Court Holds That the Computer Fraud and Abuse Act Does Not Apply to an Individual Who Is Authorized to Access Information on a Computer but Does So for an Improper Purpose
Sullivan & Cromwell LLP - June 4, 2021
S&C Memos
May 27, 2021
Three Noteworthy Aspects of the DOJ’s First Announcement Relating to a Bank Merger Under the Biden Administration
Sullivan & Cromwell LLP - May 27, 2021
S&C Memos
May 21, 2021
S&C Memos
May 15, 2021
S&C Memos
May 14, 2021
S&C Memos
May 6, 2021
S&C Memos
May 3, 2021
S&C Memos
April 30, 2021
S&C Memos
April 29, 2021
S&C Memos
April 22, 2021
Nevada Supreme Court Holds Statutory Business Judgment Rule Applies to All Claims Against Corporate Officers and Directors: State’s Highest Court Refuses to Find Exception to Application of Statute in Favor of “Inherent Fairness” Where Target Board Agrees to Merger With a Controlling Stockholder
Sullivan & Cromwell LLP - April 22, 2021
S&C Memos
April 22, 2021
S&C Memos
April 21, 2021
Fair Lending—Renewed Emphasis?: CFPB and DFS Issuances Signal Potential Renewed Emphasis on Addressing Sex-Based Discrimination in Lending
Sullivan & Cromwell LLP - April 21, 2021
S&C Memos
April 8, 2021
ESG Update: EU Business and Human Rights Developments: EU Parliament Proposes Mandatory Due Diligence and Corporate Accountability Legislation
EU Also Establishes Global Human Rights Sanctions Regime
European Countries and Courts Take Other Steps on Corporate ESG Accountability
EU Also Establishes Global Human Rights Sanctions Regime
European Countries and Courts Take Other Steps on Corporate ESG Accountability
Sullivan & Cromwell LLP - April 8, 2021
S&C Memos
April 6, 2021
S&C Memos
April 6, 2021
Delaware Chancery Court Strikes Down “Unprecedented” Poison Pill: Poison Pill Provision Insufficient to Survive Unocal Scrutiny if Perceived Threat Is Only Hypothetical and the Provision is so Broad as to Abrogate Potentially Innocuous Exercise of Shareholder Rights
Sullivan & Cromwell LLP - April 6, 2021
S&C Memos
April 1, 2021
S&C Memos
April 1, 2021
S&C Memos
April 1, 2021
What Employers Need to Know About the Changing Antitrust Ramifications of No-Poach Agreements and Other Agreements Affecting Employee Compensation: DoJ Follows Through on 2016 Change in Enforcement Policy and Alleges Criminal Violations of the Antitrust Laws Arising from Wage-Fixing Agreements and No-Poach Agreements in Three Recent Indictments
Sullivan & Cromwell LLP - April 1, 2021
S&C Memos
March 31, 2021
New York Department of Financial Services Issues Proposed Guidance on Financial Risks of Climate Change for Insurers: Detailed Guidance Would Establish Expectation That Insurers Integrate Consideration of Climate Risks Into Governance, Operations, Risk Management, Scenario Analysis and Disclosure
Sullivan & Cromwell LLP - March 31, 2021
S&C Memos
March 31, 2021
Changes to UK Takeover Code: Most Significant Changes in a Decade Made as Regulatory Scrutiny of M&A Intensifies Worldwide
Sullivan & Cromwell LLP - March 31, 2021
S&C Memos
March 31, 2021
EU Merger Control: European Commission Extends Jurisdiction to Non-Reportable Transactions
Sullivan & Cromwell LLP - March 31, 2021
S&C Memos
March 22, 2021
S&C Memos
March 19, 2021
S&C Memos
March 19, 2021
EU Authorities Propose Mandatory Sustainability-Related Key Performance Indicator (KPI) Reporting for EU Companies
Sullivan & Cromwell LLP - March 19, 2021
S&C Memos
March 18, 2021
S&C Memos
March 15, 2021
French Government Renews Measures Regarding Shareholder and Board Meetings in the Context of the COVID-19 Pandemic
Sullivan & Cromwell LLP - March 15, 2021
S&C Memos
March 11, 2021
Virginia Consumer Data Protection Act: Virginia Is the Second State to Enact Comprehensive Privacy Legislation in the U.S.
Sullivan & Cromwell LLP - March 11, 2021
S&C Memos
March 4, 2021
March 2021 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - March 4, 2021
S&C Memos
March 3, 2021
S&C Memos
March 1, 2021
Coronavirus Aid, Relief, and Economic Security Act—U.S. Department of Labor Issues Guidance on Unemployment Provisions: The Guidance Letters Provide Details on How the Several Expanded Unemployment Benefits Programs Relate to Each Other and Will Be Applied Separately.
Sullivan & Cromwell LLP - March 1, 2021
S&C Memos
February 17, 2021
Review of the Federal Reserve’s Approach to Bank Mergers
Sullivan & Cromwell LLP - February 17, 2021
S&C Memos
February 12, 2021
S&C Memos
February 12, 2021
New York Department of Financial Services Issues Cyber Insurance Risk Framework: The DFS Issues Guidance to Insurers on Best Practices to Manage Their Cyber Insurance Risk
Sullivan & Cromwell LLP - February 12, 2021
S&C Memos
February 11, 2021
Anti-Money Laundering Act of 2020: Corporate Transparency Act: Beneficial Ownership Reporting and Disclosure
Sullivan & Cromwell LLP - February 11, 2021
S&C Memos
February 9, 2021
Key Considerations for Fiscal Year 2020 Form 10-K and 20-F Filings: Disclosure Trends and Form Considerations for Issuers Preparing Filings for Fiscal Year 2020
Sullivan & Cromwell LLP - February 9, 2021
S&C Memos
February 8, 2021
BlackRock and State Street Update Proxy Voting Guidelines: Focus on Diversity and Climate Change
Sullivan & Cromwell LLP - February 8, 2021
S&C Memos
February 8, 2021
S&C Memos
February 8, 2021
S&C Memos
February 2, 2021
Hart-Scott-Rodino Act: Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - February 2, 2021
S&C Memos
February 1, 2021
S&C Memos
January 22, 2021
CFTC Approves NFA’s Swap Dealer Model Review Process: CFTC Issues Letter Authorizing the NFA’s Review Process for Approving Swap Dealer Internal Models
Sullivan & Cromwell LLP - January 22, 2021
S&C Memos
January 21, 2021
German Antitrust Law: Major German Competition Law Reform Introduces Merger Control Changes and Claims Role as Leading Tech Antitrust Enforcer
Sullivan & Cromwell LLP - January 21, 2021
S&C Memos
January 15, 2021
S&C Memos
January 15, 2021
SEC Proposes Amendments to Rule 144 Holding Period and Form 144 Filings: Proposal Would Eliminate “Tacking” for Securities Acquired Upon the Conversion or Exchange of Certain Market-Adjustable Securities of Unlisted Issuers and Amend the Form 144 Filing Requirements
Sullivan & Cromwell LLP - January 15, 2021
S&C Memos
January 13, 2021
S&C Memos
January 13, 2021
Department of Labor Finalizes Independent Contractor Classification Rule: “Economic Reality” Test Provides More Predictability as to When Workers Would Be Considered Employees or Independent Contractors, But the Biden Transition Team Has Announced Plans to “Potentially Freeze” the Rule Before it Takes Effect
Sullivan & Cromwell LLP - January 13, 2021
S&C Memos
January 5, 2021
COVID-19 “Phase IV” Stimulus: Latest Stimulus Legislation Provides Additional Coronavirus Relief
Sullivan & Cromwell LLP - January 5, 2021
S&C Memos
January 3, 2021
S&C Memos
December 31, 2020
S&C Memos
December 31, 2020
S&C Memos
December 29, 2020
S&C Memos
December 29, 2020
Brokered Deposits: FDIC Adopts Final Rule Updating its Brokered Deposits Regulations
Sullivan & Cromwell LLP - December 29, 2020
S&C Memos
December 28, 2020
What Does Brexit Mean for You?
Sullivan & Cromwell LLP - December 28, 2020
S&C Memos
December 23, 2020
S&C Memos
December 23, 2020
Allied Properties Privatization: The Court of Appeal Sanctioned the Scheme and Reversed the Lower Court’s Decision
Sullivan & Cromwell LLP - December 23, 2020
S&C Memos
December 22, 2020
S&C Memos
December 22, 2020
CFTC Cross-Border Swaps Rule: Review of CFTC Final Rule Covering Cross-Border Swaps Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - December 22, 2020
S&C Memos
December 22, 2020
S&C Memos
December 22, 2020
Federal Banking Agencies Propose Cyber Incident Notification Requirements: Proposal Would Require Banking Organizations to Notify Primary Federal Regulator of Significant Incidents Within 36 Hours; Bank Service Providers to Notify Any Affected Bank Immediately
Sullivan & Cromwell LLP - December 22, 2020
S&C Memos
December 21, 2020
SEC Announces the Creation of the Security-Based Swaps Joint Venture: Joint Venture to Be Led by Division of Examinations and Division of Trading and Markets
Sullivan & Cromwell LLP - December 21, 2020
S&C Memos
December 21, 2020
Irish Data Protection Commission Fines Twitter for Failures in Notifying Data Breach: DPC Finds Twitter’s Irish Subsidiary Had Constructive Knowledge of a Personal Data Breach Through its Processor, and Thus Failed to Notify in a Timely Manner and to Adequately Document the Breach.
Sullivan & Cromwell LLP - December 21, 2020
S&C Memos
December 21, 2020
Delaware Supreme Court Affirms Order to Produce Documents and Submit to Deposition in Section 220 Litigation: Section 220 Demand Need Not State an Ultimate Objective When Investigating Corporate Wrongdoing, and Stockholders Need Not Show Possible Wrongdoing Is Actionable
Sullivan & Cromwell LLP - December 21, 2020
S&C Memos
December 20, 2020
EU Antitrust Law: Regulating Big Tech: The Draft EU Platform and Online Content Legislation Reveals an Ambitious Plan
Sullivan & Cromwell LLP - December 20, 2020
S&C Memos
December 18, 2020
COVID-19 Vaccine Policies—What Employers Should Know: U.S. Legal Considerations Regarding Implementing a COVID-19 Vaccine Policy, Including the EEOC’s Recent Guidance
Sullivan & Cromwell LLP - December 18, 2020
S&C Memos
December 17, 2020
Anti-Money Laundering Act of 2020: New Legislation to Implement Comprehensive Modernization and Reform of the US AML/CFT Regime
Sullivan & Cromwell LLP - December 17, 2020
S&C Memos
December 17, 2020
S&C Memos
December 16, 2020
CFTC Electronic Trading Rules: CFTC Adopts Final Rule on Electronic Trading Risk Principles
Sullivan & Cromwell LLP - December 16, 2020
S&C Memos
December 14, 2020
Nasdaq Proposes Board Diversity Requirements: Proposed Rule Would Require Companies to Maintain at Least Two Diverse Directors or Explain Why They Do Not Meet That Standard
Sullivan & Cromwell LLP - December 14, 2020
S&C Memos
December 14, 2020
SEC Adopts New Rule to Modernize Fund Valuation Framework: New Rule 2a-5 Under the Investment Company Act of 1940 Establishes Requirements for the Determination of Fair Value for Fund Investments, Codifies the Ability of Fund Boards to Designate a Valuation Designee to Perform Fair Valuation Determinations, and Rescinds Certain Existing Guidance
Sullivan & Cromwell LLP - December 14, 2020
S&C Memos
December 8, 2020
S&C Memos
December 4, 2020
S&C Memos
December 3, 2020
Renewables Update—Key Considerations for Renewables Transactions: Renewables M&A Series – Part 3
Sullivan & Cromwell LLP - December 3, 2020
S&C Memos
December 3, 2020
SEC Proposes to Extend Participation in Compensatory Offerings to “Platform Workers” Under Rule 701 and Form S-8: Proposed Temporary Rules Would Permit Corporations, for Five Years, to Use Rule 701 and Form S-8 to Compensate and Make Registered Securities Offerings to Certain Platform Workers.
SEC Also Proposes to Simplify and Modernize the Framework for Compensatory Offerings.
SEC Also Proposes to Simplify and Modernize the Framework for Compensatory Offerings.
Sullivan & Cromwell LLP - December 3, 2020
S&C Memos
December 2, 2020
Review and Analysis of 2020 U.S. Shareholder Activism
Sullivan & Cromwell LLP - December 2, 2020
S&C Memos
December 1, 2020
LIBOR Transition: LIBOR Benchmark Administrator Proposes Extending Publication of Widely Used USD LIBOR Settings to June 30, 2023; Federal Banking Agencies Issue Guidance that Banks Should Generally Cease Entering Into New Contracts Referencing USD LIBOR by End of 2021, and Observes the Extended Date Will Facilitate the Roll-Off of Legacy Contracts
Sullivan & Cromwell LLP - December 1, 2020
S&C Memos
November 25, 2020
S&C Memos
November 23, 2020
SEC Adopts Amendments to Regulation S-K: Amendments to Regulation S-K Modernize, Simplify and Enhance MD&A and Other Financial Disclosures
Sullivan & Cromwell LLP - November 23, 2020
S&C Memos
November 19, 2020
Renewables and Hydrogen Update—U.S. Market and Regulatory Developments: Renewables Series – Part 2
Sullivan & Cromwell LLP - November 19, 2020
S&C Memos
November 17, 2020
S&C Memos
November 17, 2020
S&C Memos
November 12, 2020
S&C Memos
November 9, 2020
Renewables Update: Current Market Overview and European Developments: Renewables Series – Part 1
Sullivan & Cromwell LLP - November 9, 2020
S&C Memos
November 5, 2020
S&C Memos
November 4, 2020
CFTC Adopts Final Rule for Position Limits: The Final Rule Applies Federal Position Limits to Additional Futures Contracts and Economically Equivalent Swaps, Raises Limits on Legacy Agricultural Contracts and Generally Expands Exemptions from Position Limits, Among Other Changes
Sullivan & Cromwell LLP - November 4, 2020
S&C Memos
November 3, 2020
SEC’s Division of Enforcement 2020 Annual Report Indicates Strong Enforcement Results Despite COVID-19 Challenges
Sullivan & Cromwell LLP - November 3, 2020
S&C Memos
October 29, 2020
The Curious Case of the Allied Properties Privatization: A Practitioner’s View
Sullivan & Cromwell LLP - October 29, 2020
S&C Memos
October 21, 2020
S&C Memos
October 20, 2020
S&C Memos
October 19, 2020
S&C Memos
October 15, 2020
S&C Memos
October 12, 2020
Department of Justice Cryptocurrency Enforcement Framework: DOJ Calls for Increased Interagency and International Cooperation in Enforcing Virtual Currency Regulations.
Sullivan & Cromwell LLP - October 12, 2020
S&C Memos
October 2, 2020
S&C Memos
October 1, 2020
California Expands Board Diversity Requirements: New Minimum Requirements Build Upon Existing Law Mandating Female Representation
Sullivan & Cromwell LLP - October 1, 2020
S&C Memos
October 1, 2020
DOJ and SEC Continue Insider Trading Enforcement: DOJ and SEC Bring Insider Trading Charges Against Index Manager
Sullivan & Cromwell LLP - October 1, 2020
S&C Memos
September 30, 2020
S&C Memos
September 30, 2020
SEC Enhances Whistleblower Program: New Rules Aim to “Properly Award Whistleblowers to the Maximum Extent Appropriate”
Sullivan & Cromwell LLP - September 30, 2020
S&C Memos
September 30, 2020
S&C Memos
September 29, 2020
Proposed Amendments to HSR Rules Would Impact Hostile Acquirers, Activist Investors, Investment Funds and MLPs
Sullivan & Cromwell LLP - September 29, 2020
S&C Memos
September 28, 2020
Hydrogen—Recent Developments in Hydrogen Projects: Hydrogen Series – Part 2
Sullivan & Cromwell LLP - September 28, 2020
S&C Memos
September 28, 2020
Recent Trends in Governance Documents
Sullivan & Cromwell LLP - September 28, 2020
S&C Memos
September 25, 2020
SEC Finalizes Rules Updating Statistical Disclosure Requirements for Banking Registrants: Final Rules Continue the SEC’s Efforts to Eliminate Disclosure Requirements That Overlap With Other SEC Rules and Accounting Standards by Replacing Industry Guide 3 With Updated Disclosure Rules in a New Subpart of Regulation S-K
Sullivan & Cromwell LLP - September 25, 2020
S&C Memos
September 24, 2020
Stablecoin Activities by National Banks: OCC Interpretive Letter Confirms National Bank Authority to Hold Stablecoin Reserves
Sullivan & Cromwell LLP - September 24, 2020
S&C Memos
September 23, 2020
Hydrogen – Fuel of the Future or Just Hot Air?: Hydrogen Series – Part 1
Sullivan & Cromwell LLP - September 23, 2020
S&C Memos
September 21, 2020
Another Court Dismisses PPP Agent Fee Action
Sullivan & Cromwell LLP - September 21, 2020
S&C Memos
September 21, 2020
Implementation of Department of Commerce Prohibitions on Transactions Related to TikTok and WeChat Delayed: Prohibitions on Transactions Related to TikTok Delayed Until September 27 Following President’s Approval of Transaction with Oracle and Walmart; Prohibitions on Transactions Related to WeChat Delayed Temporarily Following United States District Court’s Preliminary Injunction
Sullivan & Cromwell LLP - September 21, 2020
S&C Memos
September 17, 2020
U.S. Department of Labor Issues Regulations Implementing the Families First Coronavirus Response Act’s Leave Provisions
Sullivan & Cromwell LLP - September 17, 2020
S&C Memos
September 11, 2020
Antitrust Division Issues Update to 2015 Business Review Letter on IEEE Guidance for Standard-Essential Patents: Update to 2015 Business Review Letter to IEEE Provides Further Evidence That the Antitrust Division Seeks to Have Market Forces—Rather Than Pre-Set Rules—Impact the Terms of Licenses for Standard Essential Patents
Sullivan & Cromwell LLP - September 11, 2020
S&C Memos
September 11, 2020
U.S. Department of Labor Releases Proposed Regulations Regarding Plan Fiduciary Proxy Voting
Sullivan & Cromwell LLP - September 11, 2020
S&C Memos
June 4, 2021
S&C Memos
September 9, 2020
CFTC Capital Requirements: CFTC Adopts Final Rule Implementing Capital Requirements for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - September 9, 2020
S&C Memos
September 4, 2020
West v. ACRE—California Superior Court Refuses Enforcement of Forum Selection Provision Designating Delaware Court of Chancery as Violating Plaintiff’s Right to Trial by Jury: The Los Angeles County Superior Court’s Decision Calls into Question Continued Enforceability by California Courts in Actions at Law of Provisions That Designate Forums Without Trials by Jury
Sullivan & Cromwell LLP - September 4, 2020
S&C Memos
August 31, 2020
SEC Finalizes Amendments to “Accredited Investor” Definition: Amendments Expand Persons and Categories of Entities That Qualify as Accredited Investors
Sullivan & Cromwell LLP - August 31, 2020
S&C Memos
August 31, 2020
SEC Adopts Amendments to Regulation S-K Disclosure Requirements: Amendments Make Disclosures of Business and Risk Factors More Principles-Based, Add a New Human Capital Disclosure Requirement and Update Certain Requirements for Disclosure of Legal Proceedings
Sullivan & Cromwell LLP - August 31, 2020
S&C Memos
August 27, 2020
August 2020 Securities Enforcement and Litigation Update
Sullivan & Cromwell LLP - August 27, 2020
S&C Memos
August 27, 2020
S&C Memos
August 17, 2020
Court Dismisses PPP Agent Fee Action
Sullivan & Cromwell LLP - August 17, 2020
S&C Memos
August 14, 2020
CFTC Continues Insider Trading Enforcement: NYMEX and Two Ex-Staffers to Pay $4M Fine in CFTC Settlement
Sullivan & Cromwell LLP - August 14, 2020
S&C Memos
August 13, 2020
SEC Proposes to Modernize Fund Shareholder Reports and Disclosures: Proposed Amendments Would Modify the Disclosure Framework for Mutual Funds and Exchange-Traded Funds to Create a New Layered Disclosure Approach to Highlight Key Information for Retail Investors
Sullivan & Cromwell LLP - August 13, 2020
S&C Memos
August 12, 2020
Coronavirus Aid, Relief, and Economic Security Act—Key Employer Takeaways
Sullivan & Cromwell LLP - August 12, 2020
S&C Memos
August 12, 2020
Ninth Circuit Holds That Qualcomm’s Patent Licensing Program Does Not Violate U.S. Antitrust Law: Reversing District Court, Court of Appeals Finds That Qualcomm Did Not Have an Antitrust Duty to Deal with Rival Chipmakers and That Qualcomm’s Licensing Practices Were Not Unlawfully Anticompetitive
Sullivan & Cromwell LLP - August 12, 2020
S&C Memos
August 6, 2020
IRS Issues Final and Proposed Regulations on Section 163(j) Interest Deduction Limitation: Final Regulations Adopt 2018 Proposed Regulations With Key Modifications
Sullivan & Cromwell LLP - August 6, 2020
S&C Memos
August 6, 2020
Treasury and IRS Release Proposed Regulations Under the “Carried Interest” Rules of Section 1061: Proposed Regulations Resolve Several Ambiguities Under the Statute
Sullivan & Cromwell LLP - August 6, 2020
S&C Memos
August 5, 2020
S&C Memos
October 7, 2020
S&C Memos
July 31, 2020
New York State Department of Financial Services Announces First Enforcement Action Under Cybersecurity Regulations: Action Against Title Insurance Company Based on Asserted Failure to Protect Tens of Millions of Documents Containing Sensitive Consumer Information
Sullivan & Cromwell LLP - July 31, 2020
S&C Memos
July 28, 2020
Trends in U.S. Director Compensation
Sullivan & Cromwell LLP - July 28, 2020
S&C Memos
July 28, 2020
SEC Adopts New Rules for Proxy Advisors and Provides Supplemental Guidance on Voting Responsibilities of Investment Advisers: Proxy Advisors Required to Provide Notice of Company Responses to Recommendations and Comprehensive Disclosure of Conflicts of Interest
Sullivan & Cromwell LLP - July 28, 2020
S&C Memos
July 27, 2020
France Temporarily Increases Level of Scrutiny for Foreign Investments in French Strategic Listed Entities: Until December 31, 2020, Non-EU/EEA Investors Crossing the 10% Threshold in Voting Rights of French Strategic Listed Entities Will Be Covered by the French Screening Regime
Sullivan & Cromwell LLP - July 27, 2020
S&C Memos
July 24, 2020
S&C Memos
July 24, 2020
S&C Memos
July 23, 2020
Custody of Crypto Assets by National Banks: OCC Interpretive Letter Confirms National Bank Authority to Provide Cryptocurrency Custody Services
Sullivan & Cromwell LLP - July 23, 2020
S&C Memos
July 23, 2020
S&C Memos
July 22, 2020
2020 Proxy Season Review Part 2—Say-on-Pay Votes and Equity Compensation
Sullivan & Cromwell LLP - July 22, 2020
S&C Memos
July 22, 2020
Amendments to Delaware’s General Corporation Law: Affecting Emergency Bylaws, Indemnification and Other Matters
Sullivan & Cromwell LLP - July 22, 2020
S&C Memos
July 22, 2020
FDIC Requests Comments on Potential Program to Promote Banks’ Use of New Technologies: FDIC Requests Information and Comment Relating to the Potential Establishment of a Standards-Based Voluntary Certification Framework to Facilitate Banks’ Use of Financial Technology
Sullivan & Cromwell LLP - July 22, 2020
S&C Memos
July 20, 2020
S&C Memos
July 17, 2020
Supreme Court Business Review: October Term 2019
Sullivan & Cromwell LLP - July 17, 2020
S&C Memos
July 15, 2020
2020 Proxy Season Review: Part 1—Rule 14a-8 Shareholder Proposals
Sullivan & Cromwell LLP - July 15, 2020
S&C Memos
July 15, 2020
S&C Memos
July 9, 2020
DOL Formally Reinstates Pre-2016 Fiduciary Rule Regulations and Proposes New Prohibited Transaction Exemption: Proposed Exemption Would Allow Financial Institutions and Their Employees to Receive Otherwise Impermissible Compensation and Engage in Principal Transactions.
Sullivan & Cromwell LLP - July 9, 2020
S&C Memos
July 7, 2020
Hong Kong Autonomy Act: U.S. Congress Passes Sanctions Bill in Response to Chinese National Security Law
Sullivan & Cromwell LLP - July 7, 2020
S&C Memos
July 2, 2020
Targeted Resolution Plan Requirements: Federal Reserve and FDIC Provide Information to U.S. G-SIBs Regarding 2021 Targeted Resolution Plans
Sullivan & Cromwell LLP - July 2, 2020
S&C Memos
July 2, 2020
U.S. Antitrust Regulators Publish Final Vertical Merger Guidelines
On June 30, 2020, the Antitrust Division of the U.S. Department of Justice and the Federal Trade Commission jointly issued final Vertical Merger Guidelines outlining considerations relevant to application of the antitrust laws to transactions combining assets at different levels of a supply chain. This guidance will apply to any transaction not strictly confined to combining assets at the same level of a supply chain.
Sullivan & Cromwell LLP - July 2, 2020
S&C Memos
July 1, 2020
Seila Law v. CFPB — U.S. Supreme Court Removes Limitations on President’s Ability to Remove CFPB Director, but Leaves CFPB Otherwise Intact: Court’s Decision Leaves Open Questions of the Validity of Prior CFPB Actions and the Structure of Other Federal Agencies
Sullivan & Cromwell LLP - July 1, 2020
S&C Memos
July 1, 2020
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - July 1, 2020
S&C Memos
June 30, 2020
S&C Memos
June 29, 2020
Business Continuity Planning Following COVID-19: Considerations for U.S. Public Company Directors
Sullivan & Cromwell LLP - June 29, 2020
S&C Memos
June 29, 2020
S&C Memos
June 29, 2020
S&C Memos
June 27, 2020
Volcker Rule: Federal Agencies Finalize Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - June 27, 2020
S&C Memos
June 26, 2020
CFTC Electronic Trading Rules: CFTC Releases New Proposed Rule on Electronic Trading Risk Principles and Withdraws Regulation AT Proposal
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 26, 2020
S&C Memos
June 26, 2020
U.S. Department of Labor Announces Proposal Affecting Plan Fiduciaries and ESG Investments
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 26, 2020
UK Merger Control: UK Government Adds to National Security Intervention Powers
Sullivan & Cromwell LLP - June 26, 2020
S&C Memos
June 25, 2020
SEC Issues Additional COVID-19 Disclosure Guidance: Division of Corporation Finance Provides Additional Disclosure Guidance for Reporting on the Impact of COVID-19 and the Office of the Chief Accountant Issues Statement on the Importance of High-Quality Financial Reporting in Light of COVID-19
Sullivan & Cromwell LLP - June 25, 2020
S&C Memos
June 23, 2020
S&C Memos
June 18, 2020
EU Merger Control: European Commission’s Broad-Brush “Four-To-Three Is Bad” Approach Taken Down By General Court In Three-O2 Judgment
Sullivan & Cromwell LLP - June 18, 2020
S&C Memos
June 16, 2020
S&C Memos
June 12, 2020
S&C Memos
June 9, 2020
S&C Memos
June 8, 2020
S&C Memos
June 6, 2020
Paycheck Protection Program: Key Changes Enacted in the Paycheck Protection Program Flexibility Act of 2020
Sullivan & Cromwell LLP - June 6, 2020
S&C Memos
June 5, 2020
U.K. Covid Corporate Financing Facility: U.K. Government Updates Terms of Covid Corporate Financing Facility
Sullivan & Cromwell LLP - June 5, 2020
S&C Memos
June 15, 2021
S&C Memos
June 3, 2020
S&C Memos
June 2, 2020
SCOTUS Rules in GE v. Outokumpu That Non-Signatories May Enforce an International Arbitration Agreement
Sullivan & Cromwell LLP - June 2, 2020
S&C Memos
May 29, 2020
SEC Adopts Amendments to Required Financial Disclosures Regarding Acquisitions and Dispositions of Businesses: SEC Adopts Amendments to Update Significance Tests, Expand Use of Pro Forma Financial Information in Measuring Significance and Amend the Pro Forma Financial Information Requirements With Respect to Presenting Adjustments
Sullivan & Cromwell LLP - May 29, 2020
S&C Memos
May 29, 2020
S&C Memos
May 28, 2020
Guidance on Small-Dollar Loans: Federal Reserve, FDIC, NCUA and OCC Issue Interagency Lending Principles for Offering Responsible Small-Dollar Loans
Sullivan & Cromwell LLP - May 28, 2020
S&C Memos
May 27, 2020
S&C Memos
May 21, 2020
NYSE Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule
Sullivan & Cromwell LLP - May 21, 2020
S&C Memos
May 21, 2020
New Guidance on How Civil Monetary Penalties Are Determined in CFTC Enforcement Matters: The CFTC Division of Enforcement Issued New Guidance Requiring Staff to Consider the Gravity of the Violation, Mitigating and Aggravating Circumstances, and Other Considerations in Recommending Civil Monetary Penalties.
Sullivan & Cromwell LLP - May 21, 2020
S&C Memos
May 12, 2020
S&C Memos
May 11, 2020
S&C Memos
May 11, 2020
NASDAQ Provides Temporary COVID-19 Exception From Shareholder Approval Requirements Under 20% Rule
Sullivan & Cromwell LLP - May 11, 2020
S&C Memos
May 4, 2020
French Financial Markets Authority Proposes New Measures Concerning Shareholder Activism: AMF Proposals Aiming at Improving Transparency of Market Transactions and Dialogue Among Shareholders and Issuers, and at Strengthening the AMF’s Capabilities During Activist Campaigns
Sullivan & Cromwell LLP - May 4, 2020
S&C Memos
May 1, 2020
S&C Memos
May 1, 2020
CFIUS Filing Fees: Filing Fees Effective for Transactions Entered Into On or After February 13, 2020
Sullivan & Cromwell LLP - May 1, 2020
S&C Memos
April 30, 2020
Sustainable Finance Update: EU Taxonomy, Updated Equator Principles, New Actions by Securities Regulators and Other Recent Developments
Sullivan & Cromwell LLP - April 30, 2020
S&C Memos
April 29, 2020
SEC Proposes New Rule to Modernize Fund Valuation Framework: Proposed Rule 2a-5 Under the Investment Company Act of 1940 Would Establish Requirements for the Determination of Fair Value for Fund Investments, Codify the Ability of Fund Boards to Assign Fair Value Determinations to a Fund’s Investment Adviser and Rescind Certain Existing Guidance
Sullivan & Cromwell LLP - April 29, 2020
S&C Memos
April 27, 2020
S&C Memos
April 23, 2020
Paycheck Protection Program: Stimulus Legislation To Replenish the Paycheck Protection Program by Providing an Additional $310 Billion
Sullivan & Cromwell LLP - April 23, 2020
S&C Memos
April 23, 2020
COVID-19 Response—Return-to-Work Considerations for Employers
Sullivan & Cromwell LLP - April 23, 2020
S&C Memos
April 22, 2020
Heightened Scrutiny of Foreign Investments in France: New Set of Foreign Investment Measures Adopted in France and Applicable as from April 1, 2020
Sullivan & Cromwell LLP - April 22, 2020
S&C Memos
April 21, 2020
United States Supreme Court Grants Certiorari in Van Buren v. United States: Court Will Review Whether the Computer Fraud and Abuse Act Prohibits an Individual Who Is Authorized to Access Information on a Computer for Specific Purposes from Accessing that Information for an Improper Purpose
Sullivan & Cromwell LLP - April 21, 2020
S&C Memos
April 21, 2020
OFAC Guidance in Response to COVID-19: OFAC Issues Guidance on Sanctions Compliance and Provision of Humanitarian Assistance and Trade to Combat COVID-19
Sullivan & Cromwell LLP - April 21, 2020
S&C Memos
April 21, 2020
Supreme Court—AIA Precludes Judicial Review of PTAB’s Decision to Institute Inter Partes Review: Court Holds 35 U.S.C. § 314(d) Generally Precludes Appeals of PTO IPR Institution Decisions, Including Decisions Regarding Whether the IPR Is Time-Barred Under § 315(b).
Sullivan & Cromwell LLP - April 21, 2020
S&C Memos
April 16, 2020
S&C Memos
April 15, 2020
S&C Memos
April 15, 2020
NYC Comptroller Announces Results of Board/CEO Diversity Search Policy Campaign: Most Companies Receiving a 2020 Proxy Season Shareholder Proposal From the NYC Comptroller Have Implemented a Policy Requiring Consideration of Qualified Women and People of Color as Candidates in Director and External CEO Searches
Sullivan & Cromwell LLP - April 15, 2020
S&C Memos
April 15, 2020
S&C Memos
April 14, 2020
S&C Memos
April 14, 2020
Germany to Adopt Increased Level of Scrutiny for Foreign Investments
Sullivan & Cromwell LLP - April 14, 2020
S&C Memos
April 13, 2020
CFTC Margin Requirements for Uncleared Swaps: CFTC Revises Final Deadline for Compliance With Rule on Margin Requirements for Uncleared Swaps
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 13, 2020
S&C Memos
April 13, 2020
District Court Rejects Request to Enjoin Bank from Establishing Eligibility Criteria for Paycheck Protection Program Applications Beyond Those Set Forth in the CARES Act: Court Holds that There is No Private Right of Action Under the CARES Act, and that the Act Allows Lenders to Establish Additional Eligibility Criteria for Paycheck Protection Program Loans
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 13, 2020
Federal Reserve COVID-19 Response: Federal Reserve Takes Additional Actions to Provide Up to $2.3 Trillion in Loans to Support Economy in Response to COVID-19
Sullivan & Cromwell LLP - April 13, 2020
S&C Memos
April 10, 2020
EU State Aid: European Commission Expands COVID-19 State Aid Temporary Framework, and Approves 52 State Aid Notifications Worth Over €500bn
Sullivan & Cromwell LLP - April 10, 2020
S&C Memos
April 9, 2020
S&C Memos
April 9, 2020
S&C Memos
April 9, 2020
S&C Memos
April 9, 2020
SEC Staff Updates COVID 19 Shareholder Meeting Guidance: Updated Guidance Relaxes Notice and Access Timing Requirements When Delays Are Unavoidable
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 9, 2020
S&C Publishes M&A Hot Topics Quarterly Update – Q1 2020
Sullivan & Cromwell LLP - April 9, 2020
S&C Memos
April 7, 2020
S&C Memos
April 6, 2020
S&C Memos
April 3, 2020
California Governor Issues Executive Order Relating to Virtual-Only Shareholder Meeting Requirements for California Corporations
Sullivan & Cromwell LLP - April 3, 2020
S&C Memos
April 2, 2020
S&C Memos
March 31, 2020
S&C Memos
March 30, 2020
S&C Memos
March 30, 2020
S&C Memos
March 30, 2020
S&C Memos
March 30, 2020
SEC Issues COVID-19 Disclosure Guidance and Extends Conditional Relief from Reporting Requirements: Staff Provides Guidance for Reporting on the Impact of the COVID-19 Crisis and Issues New Orders Extending Relief for Public Companies, Investment Funds and Investment Advisers
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 30, 2020
Coronavirus Aid, Relief, and Economic Security (CARES) Act—Business Tax Provisions: CARES Act Provides Tax Relief to Businesses
Sullivan & Cromwell LLP - March 30, 2020
S&C Memos
March 29, 2020
CARES Act Limits Share Repurchases: Coronavirus Aid, Relief, and Economic Security Act Contains Limitation on Share Repurchases for Companies Receiving Assistance
Sullivan & Cromwell LLP - March 29, 2020
S&C Memos
March 29, 2020
Coronavirus Aid, Relief, and Economic Security Act: Sweeping Stimulus Legislation Authorizes $500 Billion to Support Distressed Sectors of the Economy, Temporary Suspension or Modification of Certain Banking Provisions and Nearly $350 Billion to Support Small Businesses Through a Temporary Paycheck Protection Program in Response to the Coronavirus Outbreak
Sullivan & Cromwell LLP - March 29, 2020
S&C Memos
March 27, 2020
French Government Adopts Measures Regarding Shareholders’ Meetings and Board Meetings in Response to COVID-19: The Ministry of Economy and Finance adopted measures to remove certain legal and administrative constraints which apply to French corporations and other entities and which cannot be complied with following COVID-19 outbreak
Sullivan & Cromwell LLP - March 27, 2020
S&C Memos
March 27, 2020
SEC Wins Digital Asset Decision: Court Endorses the Application of Howey to Digital Assets and ICOs and Issues Injunction Barring Distribution of Telegram’s Grams
Sullivan & Cromwell LLP - March 27, 2020
S&C Memos
March 27, 2020
Using Rights Plans to Preserve Net Operating Losses
Sullivan & Cromwell LLP - March 27, 2020
S&C Memos
March 26, 2020
CFTC Virtual Currency Guidance: CFTC Issues Guidance on What Constitutes the “Actual Delivery” of Virtual Currencies in the Context of Retail Commodity Transactions
Sullivan & Cromwell LLP - March 26, 2020
S&C Memos
March 26, 2020
Impact of COVID-19 on Shareholder Activism and Unsolicited Offers: Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 26, 2020
S&C Memos
March 25, 2020
Federal Reserve Issues Statement on Adjustments to Its Supervisory Approach in Light of the COVID 19 National Emergency: Regulator Outlines Adjustments Designed to Assist Financial Institutions in Deploying Resources While Continuing to Support Customers and Local Economies; Confirms No Delay in April 6 CCAR Capital Plan Submission Deadline
Sullivan & Cromwell LLP - March 25, 2020
S&C Memos
March 25, 2020
S&C Memos
March 25, 2020
S&C Memos
March 25, 2020
NYDFS Superintendent Adopts Emergency Regulation to Implement Executive Order 202.9: NYDFS Superintendent Adopts Emergency Regulation to Implement Relief From Residential Mortgage Payments and Banking Fees for Individuals Experiencing Financial Hardship Due to COVID 19
Sullivan & Cromwell LLP - March 25, 2020
S&C Memos
March 24, 2020
SEC Provides Temporary Flexibility in Lending and Borrowing Arrangements to Registered Open-End Funds and Separate Accounts: Latest Action Follows a Series of Recent Steps Taken by the Agency to Provide Assistance and Relief to Funds and Investment Advisers in Response to Coronavirus
Sullivan & Cromwell LLP - March 24, 2020
S&C Memos
March 24, 2020
S&C Memos
March 24, 2020
S&C Memos
March 23, 2020
Remote Notarizations in New York: Governor Cuomo Issues Executive Order Permitting Notarization via Audio-Video Technology through April 18, 2020
Sullivan & Cromwell LLP - March 23, 2020
S&C Memos
March 22, 2020
S&C Memos
March 21, 2020
Update: New York Governor Issues Executive Order Expressly Permitting Virtual-Only Meetings Until April 19, 2020 for New York Corporations
Sullivan & Cromwell LLP - March 21, 2020
S&C Memos
March 20, 2020
Delaware Supreme Court Upholds Forum Selection for Securities Act Claims: Charter Mandating That Federal Securities Act Claims Be Filed in Federal Courts Held to Be Permissible Under Section 102(b)(1) of the Delaware General Corporation Law and Thus Facially Valid
Sullivan & Cromwell LLP - March 20, 2020
S&C Memos
March 20, 2020
EU State Aid: Temporary Framework for EU State Aid in Response to COVID-19 Outbreak (Update)
Sullivan & Cromwell LLP - March 20, 2020
S&C Memos
March 20, 2020
Senior Executive Illness Due to COVID-19: Disclosure Considerations for U.S. Public Companies
Sullivan & Cromwell LLP - March 20, 2020
S&C Memos
March 19, 2020
S&C Memos
March 19, 2020
S&C Memos
March 19, 2020
U.S., European Merger Review Adapts to COVID-19 Crisis: Agencies Working Remotely, Modified Timelines Expected
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
S&C Memos
March 19, 2020
FinCEN Guidance in Response to COVID-19: FinCEN Issues BSA Reporting Guidance
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 19, 2020
ISS Publishes New Climate Proxy Voting Guidelines: Thematic Specialty Voting Policy Intended to Respond to Growing Investor Focus on Climate Risk and Includes Potential Recommendations Against Directors for Failure to Adequately Address Climate-Related Risks and, Under Extraordinary Circumstances, for Other ESG Failures (Including Director Actions on Other Boards)
Sullivan & Cromwell LLP - March 19, 2020
S&C Memos
March 18, 2020
Recent Developments Regarding Virtual Shareholder Meetings: Legal Considerations in Light of COVID-19 and New SEC Guidance
Sullivan & Cromwell LLP - March 18, 2020
S&C Memos
March 18, 2020
COVID-19: Corporate Governance Considerations in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 18, 2020
S&C Memos
March 18, 2020
French Financial Markets Authority Announces Ban on Short Selling on All French Trading Venues: AMF Takes Temporary Action to Prohibit Short Selling of All Publicly Traded Equity Securities on French Trading Venues in Response to Market Turmoil Related to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 18, 2020
S&C Memos
March 17, 2020
EU State Aid: Temporary Framework for EU State Aid in Response to COVID-19 Outbreak
Sullivan & Cromwell LLP - March 17, 2020
S&C Memos
March 17, 2020
CFTC Provides Relief to Market Participants in Response to COVID-19: DSIO and DMO Issue No-Action Letters Granting Temporary, Conditional Relief to CFTC Registrants for Recordkeeping Requirements for Oral Communications, Time-Stamping Requirements and for the Filing of Annual Compliance Reports
Sullivan & Cromwell LLP - March 17, 2020
S&C Memos
March 12, 2020
U.S. Department of Labor Issues Workplace Guidelines for Coronavirus Outbreak, Including Specific Guidance on FMLA, FLSA and FECA
Sullivan & Cromwell LLP - March 12, 2020
S&C Memos
March 10, 2020
Sustainability Matters: The Rise of ESG Metrics in Executive Compensation
Sullivan & Cromwell LLP - March 10, 2020
S&C Memos
March 9, 2020
Delaware Chancery Court Finds Pending Derivative Action May Compromise Independence of Special Committee: Court Rules That Allegation That a Majority of the Special Committee May Have Been Motivated to Ratify Proposed Freeze-out in Order to Extinguish Underlying Derivative Litigation Risk Was Sufficient to Overcome a Motion to Dismiss.
Sullivan & Cromwell LLP - March 9, 2020
S&C Memos
February 28, 2020
United States v. Hoskins—District Court Rejects DOJ’s Attempt to Expand Extraterritorial Reach of FCPA Through Agency Liability: U.S. District Court for the District of Connecticut Finds That the Trial Evidence Did Not Support a Finding That the Defendant Was an Agent of a U.S. Company and Grants Post-Conviction Motion for Judgment of Acquittal of FCPA Charges
Sullivan & Cromwell LLP - February 28, 2020
S&C Memos
February 25, 2020
National Labor Relations Board Issues Rule Defining Joint-Employer Standard: Board Provides More Certainty as to When Franchisors or Users of Contracted Services Would Be Considered Joint Employers Along with the Actual Employers of Those Providing the Services
Sullivan & Cromwell LLP - February 25, 2020
S&C Memos
February 19, 2020
UK Merger Control: The UK Competition and Markets Authority Breaks New Ground in Asserting Jurisdiction Over Mergers With no Effects in the UK
Sullivan & Cromwell LLP - February 19, 2020
S&C Memos
February 13, 2020
The New CFIUS After Implementation of Expanded Authorities: Final Revisions to Rules for Foreign Investment Review by the United States Government Have Become Effective
Sullivan & Cromwell LLP - February 13, 2020
S&C Memos
February 13, 2020
S&C Publishes European M&A and Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - February 13, 2020
S&C Memos
February 12, 2020
Edgewell/Harry’s Merger – A Cautionary Tale: Abandoned Merger Signals Active Agency Scrutiny of Disruptive Competitors
Sullivan & Cromwell LLP - February 12, 2020
S&C Memos
February 6, 2020
FDIC Securitization Safe Harbor Rule: Amendment to FDIC Securitization Safe Harbor Rule to Limit Requirement to Comply with SEC Regulation AB to Public Offerings
Sullivan & Cromwell LLP - February 6, 2020
S&C Memos
February 5, 2020
SEC Proposes Amendments to Regulation S-K and Releases Public Statement on Disclosure Initiatives: In Addition to Proposing Amendments to Simplify and Update MD&A Disclosure, the SEC Chairman Released a Public Statement Regarding Environmental and Climate-Related Disclosures and Other Disclosure Initiatives
Sullivan & Cromwell LLP - February 5, 2020
S&C Memos
February 4, 2020
S&C Memos
January 31, 2020
Volcker Rule: Federal Agencies Propose Amendments to Covered Funds Provisions
Sullivan & Cromwell LLP - January 31, 2020
S&C Memos
January 31, 2020
S&C Memos
January 31, 2020
Federal Reserve Final Rule for Determining “Control”: Federal Reserve Adopts Final Rule Revising the “Controlling Influence” Prong of Its Control Rules
Sullivan & Cromwell LLP - January 31, 2020
S&C Memos
January 28, 2020
Hart-Scott-Rodino Act: Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 28, 2020
S&C Memos
January 21, 2020
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 21, 2020
S&C Memos
January 17, 2020
Delaware Chancery Court Orders Production of Board Materials and Deposition of Corporate Representative in Section 220 Books and Records Litigation: Court Rejects Argument That Stockholders Must Assert a Credible Basis of Actionable Wrongdoing to Obtain Books and Records and Places Burden on Company to Identify Relevant Documents
Sullivan & Cromwell LLP - January 17, 2020
S&C Memos
January 16, 2020
IRS Releases Proposed Regulations on the Limitation on Deduction for Executive Compensation: Proposed Regulations Widen Scope of Section 162(m), Include Significant Guidance Related to Partnerships and Generally Adopt the Grandfathering Provisions Contained in Notice 2018-68
Sullivan & Cromwell LLP - January 16, 2020
S&C Memos
January 16, 2020
CFTC Proposes Cross-Border Swaps Rule: CFTC Cross-Border Swaps Rule Proposal Addresses Registration Thresholds, ANE Transactions, and Substituted Compliance
Sullivan & Cromwell LLP - January 16, 2020
S&C Memos
January 15, 2020
S&C Memos
January 14, 2020
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 14, 2020
S&C Memos
January 12, 2020
U.S. Antitrust Regulators Publish Significant Guidance Concerning Vertical Mergers – 30-Day Public Comment Period
Sullivan & Cromwell LLP - January 12, 2020
S&C Memos
January 10, 2020
Community Reinvestment Act: FDIC and OCC Issue Notice of Proposed Rulemaking on Revisions to the Community Reinvestment Act Regulations
Sullivan & Cromwell LLP - January 10, 2020
S&C Memos
January 7, 2020
S&C Memos
January 7, 2020
S&C Memos
January 7, 2020
Key Considerations for Fiscal Year 2019 Form 10-K and 20-F Filings: Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2019
Sullivan & Cromwell LLP - January 7, 2020
S&C Memos
January 7, 2020
SEC Proposes Changes to Accredited Investor Definition: Proposed Amendments Would Expand Persons and Categories of Entities that Qualify as Accredited Investors
Sullivan & Cromwell LLP - January 7, 2020
S&C Memos
January 6, 2020
S&C Memos
January 6, 2020
U.S. v. Blaszczak – “Personal Benefit” Test Does Not Apply to Title 18 Insider Trading Cases: The Second Circuit Lowers the Standard for Proving Title 18 Insider Trading, Making It Easier for the Government to Bring Insider Trading Cases Where There Is No “Personal Benefit” to the Insider Who Discloses Information
Sullivan & Cromwell LLP - January 6, 2020
S&C Memos
January 6, 2020
Biopharma Mergers Remain in Global Antitrust Spotlight: Abandoned Illumina/Pacific Biosciences Merger Exemplifies Increased Scrutiny in US and UK
Sullivan & Cromwell LLP - January 6, 2020
S&C Memos
January 2, 2020
Financial Stability Oversight Council: FSOC Finalizes Changes to Nonbank SIFI Designation Guidance
Sullivan & Cromwell LLP - January 2, 2020
S&C Memos
December 30, 2019
New York State Department of Financial Services Issues to Its Regulated Institutions a Request for Assurance of Preparedness for LIBOR Transition
Sullivan & Cromwell LLP - December 30, 2019
S&C Memos
December 27, 2019
Federal Banking Agencies Provide “No Action” Relief for Bank Extensions of Credit to Portfolio Companies of Institutional Investors Owning More Than 10% of the Bank’s Stock
Sullivan & Cromwell LLP - December 27, 2019
S&C Memos
December 20, 2019
Delaware Chancery Court Rejects MAE Termination of Merger Agreement: The Court Finds Buyer Breached Best Efforts Covenant and Orders Buyer to Close Transaction
Sullivan & Cromwell LLP - December 20, 2019
S&C Memos
December 19, 2019
S&C Memos
December 19, 2019
S&C Memos
December 18, 2019
S&C Memos
December 16, 2019
Brokered Deposits: FDIC Proposes to Revise Its Rules on Brokered Deposits
Sullivan & Cromwell LLP - December 16, 2019
S&C Memos
December 12, 2019
Bank Capital Requirements: Banking Agencies Finalize Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposure
Sullivan & Cromwell LLP - December 12, 2019
S&C Memos
December 11, 2019
S&C Memos
December 10, 2019
Bank Capital Requirements: Federal Bank Regulators Finalize Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - December 10, 2019
S&C Memos
December 9, 2019
S&C Memos
December 9, 2019
Antitrust Division Issues Business Review Letter to End Standard-Setting Investigation: The Division Completed an Investigation of Standard-Setting Activities by Issuing a Business Review Letter, and Provided Guidance on Safeguards for Standard-Setting Organizations
Sullivan & Cromwell LLP - December 9, 2019
S&C Memos
December 6, 2019
IRS Issues Final and Proposed Regulations on BEAT: The Final Regulations Retain the General Framework of the 2018 Proposed Regulations with Important Clarifications. New Proposed Regulations Add an Election to Waive Deductions to Avoid the Threshold for BEAT Application.
Sullivan & Cromwell LLP - December 6, 2019
S&C Memos
December 4, 2019
Bank Capital Requirements: Banking Agencies Issue Final Supplementary Leverage Ratio Rule for Custodial Banks
Sullivan & Cromwell LLP - December 4, 2019
S&C Memos
December 2, 2019
Treasury and IRS Release Proposed Regulations on Transition From Interbank Offered Rates to Other Reference Rates: The Proposed Regulations Provide Guidance on the Tax Consequences of the Transition to the Use of Reference Rates Other Than Interbank Offered Rates in Debt Instruments and Non-Debt Contracts
Sullivan & Cromwell LLP - December 2, 2019
S&C Memos
December 2, 2019
S&C Memos
December 2, 2019
NYSE Proposes to Expand Permitted Use of Direct Listings: Proposal Would Permit Companies to Raise Capital in Direct Listings and Modify Distribution Requirements
Sullivan & Cromwell LLP - December 2, 2019
S&C Memos
November 21, 2019
S&C Memos
November 15, 2019
Ninth Circuit Denies Altera’s Petition for Rehearing: After the Ninth Circuit Held Against Altera, the Ninth Circuit Denies Altera’s Petition for Rehearing En Banc
Sullivan & Cromwell LLP - November 15, 2019
S&C Memos
November 14, 2019
S&C Memos
November 14, 2019
S&C Memos
November 6, 2019
Review and Analysis of 2019 U.S. Shareholder Activism
Sullivan & Cromwell LLP - November 6, 2019
S&C Memos
November 4, 2019
S&C Memos
October 25, 2019
Executive Orders Regarding the Issuance and Use of Agency Guidance: Orders Impose Publication Requirements, Heightened Requirements for “Significant Guidance Documents,” and Restrictions on the Reliance on Guidance Documents in Certain Administrative Actions
Sullivan & Cromwell LLP - October 25, 2019
S&C Memos
October 24, 2019
Resolution Planning Requirements: Federal Reserve and FDIC Adopt Final Rule Revising Dodd-Frank Resolution Plan Requirements for Foreign and Domestic Banking Organizations
Sullivan & Cromwell LLP - October 24, 2019
S&C Memos
October 23, 2019
S&C Memos
October 22, 2019
S&C Memos
October 21, 2019
S&C Memos
October 21, 2019
New SEC Staff Guidance on Shareholder Proposals: Continues to Encourage Board of Director Involvement in the “Ordinary Business” Exclusion and Provides Guidance on Useful Factors and Analyses from 2019 Proxy Season
Discourages No-Action Requests Based on Overly Technical Readings of Shareholder Proof of Ownership Letter Requirements
Discourages No-Action Requests Based on Overly Technical Readings of Shareholder Proof of Ownership Letter Requirements
Sullivan & Cromwell LLP - October 21, 2019
S&C Memos
October 18, 2019
Regulatory Tailoring for Large Domestic and Foreign Banking Organizations: Banking Agencies Finalize Significant Revisions to the Application of Enhanced Prudential Standards and Capital and Liquidity Requirements to Large U.S. and Foreign Banking Organizations
Sullivan & Cromwell LLP - October 18, 2019
S&C Memos
October 10, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 10, 2019
S&C Memos
October 10, 2019
Federal Reserve Proposes Regulatory Capital Framework for Insurance Depository Institution Holding Companies: FRB Issues Notice of Proposed Rulemaking to Establish Capital Requirements for Savings and Loan Holding Companies Significantly Engaged in Insurance
Sullivan & Cromwell LLP - October 10, 2019
S&C Memos
October 8, 2019
Corporate Governance Update – Launch of 2020 ISS Comment Period: Comment Period for the ISS Benchmark Policy Open Until October 18
Sullivan & Cromwell LLP - October 8, 2019
S&C Memos
October 7, 2019
CFIUS Modernization: Treasury Proposes CFIUS Regulations to Implement Reforms Enacted Under the Foreign Investment Risk Review Modernization Act of 2018
Sullivan & Cromwell LLP - October 7, 2019
S&C Memos
October 7, 2019
SEC Adopts New ETF Rule and Related Form Amendments and Issues Exemptive Order
Sullivan & Cromwell LLP - October 7, 2019
S&C Memos
October 4, 2019
S&C Memos
October 4, 2019
Uncleared Swaps—Proposed Amendments to Margin Requirements: Prudential Regulators Propose Rules Amending Current Swap Margin Requirements for Covered Swap Entities
Sullivan & Cromwell LLP - October 4, 2019
S&C Memos
October 1, 2019
S&C Memos
September 30, 2019
Community Bank Capital Requirements: FDIC Adopts Final Rule Simplifying Capital Requirements for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - September 30, 2019
S&C Memos
September 27, 2019
“Test-the-Waters” Communications: SEC Adopts Rule Permitting All Issuers to Use “Test-the-Waters” Communications
Sullivan & Cromwell LLP - September 27, 2019
S&C Memos
September 24, 2019
SEC Proposes Rules to Update Statistical Disclosure Requirements for Banking Registrants: Proposed Rules Would Continue the SEC’s Efforts to Eliminate Disclosure Requirements that Overlap With Other SEC Rules and Accounting Standards by Replacing Industry Guide 3 With Updated Disclosure Rules in a New Subpart of Regulation S-K
Sullivan & Cromwell LLP - September 24, 2019
S&C Memos
September 19, 2019
Treasury and IRS Release Proposed Regulations on Cloud Computing and Digital Content Transactions: The Proposed Regulations Generally Would Extend Rules Applicable to Computer Programs to Other Digital Content, Provide Guidance for Classifying Cloud Transactions and Treat Sales of Downloaded Material Based on the User’s Location for U.S. Tax Purposes
Sullivan & Cromwell LLP - September 19, 2019
S&C Memos
September 18, 2019
S&C Memos
September 17, 2019
S&C Memos
September 12, 2019
EEOC Pay Data Reporting Requirement Changes: EEOC Plans Not To Collect Further Pay Data After Receipt of 2017 and 2018 Data Required by Court Order
Sullivan & Cromwell LLP - September 12, 2019
S&C Memos
August 26, 2019
S&C Memos
August 22, 2019
Volcker Rule: Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation Finalize Amendments to Implementing Regulations, with Approval by Other Agencies Expected to Follow; Additional Covered Funds-Related Amendments to be Addressed in Future Rulemaking
Sullivan & Cromwell LLP - August 22, 2019
S&C Memos
August 21, 2019
New York State Adopts New Legislation Governing the Workplace: Governor Cuomo Signs Bills That Loosen the Legal Standards Governing Sexual Harassment and Discrimination Claims, Ban Salary History Inquiries in Connection with Hiring, Expand the Scope of the State’s Equal Pay Act, and Prohibit Race Discrimination Based on Natural Hair or Hairstyles
Sullivan & Cromwell LLP - August 21, 2019
S&C Memos
August 20, 2019
Corporation Purpose: Business Roundtable “Statement on the Purpose of a Corporation” Proposes New Paradigm.
Sullivan & Cromwell LLP - August 20, 2019
S&C Memos
August 12, 2019
S&C Memos
August 7, 2019
2019 Proxy Season Review Part 3—Say-on-Pay Votes and Equity Compensation
Sullivan & Cromwell LLP - August 7, 2019
S&C Memos
August 2, 2019
S&C Memos
July 29, 2019
S&C Memos
July 26, 2019
FTC Settlement with Facebook Over Privacy Policies Imposes Unprecedented Penalties and Restrictions: Proposed Settlement Requires Facebook to Pay a Record-Breaking $5 Billion Penalty, Modify Its Corporate Governance Structure, and Submit to Third-Party Oversight of Its Privacy Program
Sullivan & Cromwell LLP - July 26, 2019
S&C Memos
July 26, 2019
S&C Memos
July 25, 2019
2019 Proxy Season Review Part 2—ISS Negative Recommendations Against Directors
Sullivan & Cromwell LLP - July 25, 2019
S&C Memos
July 23, 2019
S&C Memos
July 18, 2019
SEC and FINRA Issue Joint Staff Statement on Broker-Dealer Custody of Digital Asset Securities: Identifies Compliance Challenges for Broker-Dealers Seeking to Custody Digital Asset Securities and Welcomes Ongoing Engagement With Industry on Proposed Methods to Comply
Sullivan & Cromwell LLP - July 18, 2019
S&C Memos
July 18, 2019
S&C Memos
July 15, 2019
DOJ Issues Guidance on the Evaluation of Antitrust Compliance Programs: Antitrust Division Reverses Longstanding Policy of Refusing to Consider Compliance Programs in Charging Decisions and Issues Detailed Guidance for Assessing Effectiveness of Antitrust Compliance Programs
Sullivan & Cromwell LLP - July 15, 2019
S&C Memos
July 12, 2019
Bank Capital Requirements: Federal Banking Agencies Finalize Capital Rule Simplifications for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - July 12, 2019
S&C Memos
July 12, 2019
2019 Proxy Season Review Part 1—Rule 14a-8 Shareholder Proposals
Sullivan & Cromwell LLP - July 12, 2019
S&C Memos
July 10, 2019
Volcker Rule: Federal Banking Agencies, SEC and CFTC Approve Final Rule to Exclude Certain Smaller Institutions from Banking Entity Status and Modify Fund Name-Sharing Restrictions, Conforming to the Economic Growth, Regulatory Relief, and Consumer Protection Act
Sullivan & Cromwell LLP - July 10, 2019
S&C Memos
July 9, 2019
Bank Capital Requirements: Federal Reserve Eliminates Standalone Prior Approval Requirement for Common Stock Repurchases
Sullivan & Cromwell LLP - July 9, 2019
S&C Memos
July 8, 2019
S&C Memos
July 8, 2019
Sustainable Finance Update: New Loan Standards, Proposed EU Green Bond Standard and Other Recent Developments
Sullivan & Cromwell LLP - July 8, 2019
S&C Memos
July 5, 2019
SEC Issues Final Rule Establishing Standards of Conduct for Broker-Dealers and Interpretation of the Fiduciary Duty of Investment Advisers
Sullivan & Cromwell LLP - July 5, 2019
S&C Memos
July 3, 2019
Supreme Court Business Review: October Term 2018
Sullivan & Cromwell LLP - July 3, 2019
S&C Memos
July 1, 2019
Treasury and IRS Release Regulations on the GILTI High Tax Exclusion: The Regulations Limit the GILTI High Tax Exclusion for Current and Prior Taxable Years, but Propose a Future Election to Exclude High-Taxed Foreign Income of Commonly Owned CFCs on a QBU-by-QBU Basis
Sullivan & Cromwell LLP - July 1, 2019
S&C Memos
July 1, 2019
Securities Offering Registration Exemptions: The SEC Issues Comprehensive Request for Comment on the Framework for Exempt Offerings under the Securities Act
Sullivan & Cromwell LLP - July 1, 2019
S&C Memos
July 1, 2019
New York State Ban on Arbitration of Sexual Harassment Claims Preempted, Court Rules: New York Federal Court Holds That New York State’s Recently Adopted Ban on Pre-Dispute Agreements To Arbitrate Claims of Sexual Harassment Is Unenforceable as to Those Agreements Covered by the Federal Arbitration Act.
Sullivan & Cromwell LLP - July 1, 2019
S&C Memos
June 28, 2019
S&C Memos
June 28, 2019
Treasury and IRS Release Temporary Regulations Limiting Section 245A Dividends Received Deduction: The Temporary Regulations apply retroactively to limit the Section 245A dividends received deduction and the Section 954(c)(6) exception for distributions attributable to certain transactions.
Sullivan & Cromwell LLP - June 28, 2019
S&C Memos
June 27, 2019
S&C Memos
June 26, 2019
S&C Memos
June 26, 2019
Iran Sanctions Update: United States Sanctions Iran’s Supreme Leader and the Supreme Leader’s Office, and Expands Sanctions Authorities Targeting Iranian Officials and Front Companies; Foreign Financial Institutions That Conduct Transactions for the New Sanctions Targets Also May Be Sanctioned
Sullivan & Cromwell LLP - June 26, 2019
S&C Memos
June 26, 2019
OFAC Modifies Sanctions Reporting Requirements: OFAC Has Amended its Reporting, Procedures and Penalties Regulations (31 C.F.R. part 501) to Extend Rejected Transaction Reporting Requirements to Non-Financial Institutions and Incorporate New Reporting Requirements
Sullivan & Cromwell LLP - June 26, 2019
S&C Memos
June 25, 2019
FMI v. Argus Leader Media — Supreme Court Broadens Scope of FOIA Exemption: Court Holds That, Under FOIA, the Federal Government May Not Disclose Commercial Information That a Corporation Has Kept Private and Provided to the Government Under an Assurance of Privacy
Sullivan & Cromwell LLP - June 25, 2019
S&C Memos
June 24, 2019
S&C Memos
June 20, 2019
S&C Memos
June 20, 2019
S&C Memos
June 17, 2019
Federal Reserve Proposes Amendments to CSI and FOIA Regulations: Proposal Provides Greater Clarity, but Does not Address a Number of Key Issues
Sullivan & Cromwell LLP - June 17, 2019
S&C Memos
June 17, 2019
New Type of Lawsuit Involving Securitized Debt—Citing Madden, Plaintiffs Contend That Credit Card Debt Became Subject to NY Usury Laws Once the Debt Was Securitized: A Successful Outcome for Plaintiffs Could Threaten the Ability to Securitize All Debt—Not Just Credit Card—Because It Would Expose Securitized Debt to State-By-State Regulation
Sullivan & Cromwell LLP - June 17, 2019
S&C Memos
June 14, 2019
Cryptocurrency Regulation: FinCEN Issues Updated Convertible Virtual Currency Guidance
Sullivan & Cromwell LLP - June 14, 2019
S&C Memos
June 12, 2019
S&C Memos
June 4, 2019
S&C Memos
May 30, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - May 30, 2019
S&C Memos
May 29, 2019
S&C Memos
May 24, 2019
S&C Memos
May 15, 2019
S&C Memos
May 10, 2019
DOJ Focus on Officer and Director Interlocks
Sullivan & Cromwell LLP - May 10, 2019
S&C Memos
May 10, 2019
S&C Memos
May 10, 2019
S&C Memos
May 9, 2019
S&C Memos
May 8, 2019
Financial Disclosures About Acquired and Disposed Businesses: Proposed Amendments Update Significance Tests, Expand Use of Pro Forma Financial Information in Measuring Significance, and Amend the Pro Forma Financial Information Requirements with Respect to Presenting Adjustments
Sullivan & Cromwell LLP - May 8, 2019
S&C Memos
May 3, 2019
S&C Memos
May 3, 2019
Federal Court Issues Decision Denying OCC’s Ability to Issue National Bank Charters to Non-Depository “FinTechs”: Southern District of New York Rules in Favor of the N.Y. Department of Financial Services’s Claims That Chartering Decision Exceeded Scope of Comptroller of the Currency’s Authority Under the National Bank Act
Sullivan & Cromwell LLP - May 3, 2019
S&C Memos
May 3, 2019
S&C Memos
May 1, 2019
CFPB Shifts Direction—Implications of Proposed Rescission of Portions of Payday Lending Regulation: CFPB Preliminarily Concludes That the 2017 Final Rule Lacked a Sufficiently Robust Factual Basis Given the Impact on the Industry, and Preliminarily Rejects Prior Legal Analysis of Unfair and Abusive Practices Supporting Rule Provisions
Sullivan & Cromwell LLP - May 1, 2019
S&C Memos
April 29, 2019
SEC Set to Approve Non-Transparent ETFs
Sullivan & Cromwell LLP - April 29, 2019
S&C Memos
April 29, 2019
S&C Memos
April 26, 2019
Class Arbitration: U.S. Supreme Court Holds That an Ambiguous Arbitration Agreement Cannot Support Class Arbitration
Sullivan & Cromwell LLP - April 26, 2019
S&C Memos
April 25, 2019
DOL Proposes New Joint-Employer Rule: U.S. Department of Labor Proposes Significant Revision to Test for Determining Joint-Employer Status Under the FLSA
Sullivan & Cromwell LLP - April 25, 2019
S&C Memos
April 24, 2019
Federal Reserve Proposes Comprehensive Regulation for Determining “Control”: Federal Reserve Proposes Revision of Its Control Rules
Sullivan & Cromwell LLP - April 24, 2019
S&C Memos
April 24, 2019
S&C Memos
April 23, 2019
Regulatory Tailoring for Foreign Banking Organizations: Federal Bank Regulators Propose Significant Revisions to the Application of Prudential Standards to Foreign Banking Organizations and Seek Comment on Whether to Impose Standardized Liquidity Requirements on their U.S. Branches and Agencies
Sullivan & Cromwell LLP - April 23, 2019
S&C Memos
April 18, 2019
Delaware Supreme Court Again Reverses Court of Chancery Appraisal Decision: The Court Directs Entry of Judgment at Deal Price Less Synergies, 22.6% Below Deal Price
Sullivan & Cromwell LLP - April 18, 2019
S&C Memos
April 18, 2019
S&C Memos
April 15, 2019
EEOC Pay Data Rule: EEO-1 Data Update—Uncertainty Remains as to When Employers May Be Required To Submit EEO-1 Pay and Hour Data for 2018
Sullivan & Cromwell LLP - April 15, 2019
S&C Memos
April 15, 2019
EU Foreign Direct Investment Regime Enters into Force: New EU Regulation Focuses on Cooperation Between Member States and the EU Commission
Sullivan & Cromwell LLP - April 15, 2019
S&C Memos
April 11, 2019
S&C Memos
April 8, 2019
Regulatory Tailoring: Federal Bank Regulators Propose Significant Revisions to the Application of Prudential Standards for Foreign Banking Organizations, Seek Comment on Whether to Impose Standardized Liquidity Requirements on Their U.S. Branches and Agencies, and Propose Significant Revisions to Resolution Planning Requirements
Sullivan & Cromwell LLP - April 8, 2019
S&C Memos
April 5, 2019
S&C Memos
April 1, 2019
S&C Memos
March 28, 2019
S&C Memos
March 25, 2019
Critical Audit Matters Guidance: The PCAOB Provides Guidance Regarding Implementation of Critical Audit Matter Requirements
Sullivan & Cromwell LLP - March 25, 2019
S&C Memos
March 22, 2019
SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements: Simplifies Exhibit Practices and Related Process for Confidential Treatment Requests as well as Incorporation by Reference and Streamlines MD&A to Provide Flexibility in Discussing Historical Periods
Sullivan & Cromwell LLP - March 22, 2019
S&C Memos
March 21, 2019
S&C Memos
March 21, 2019
EEOC Pay Data Rule: Federal Court Overturns OMB’s Stay of EEOC Pay Data Collection Rule as “Arbitrary and Capricious”; EEOC Not Yet Requesting Pay Data.
Sullivan & Cromwell LLP - March 21, 2019
S&C Memos
March 14, 2019
Review and Analysis of 2018 U.S. Shareholder Activism
Sullivan & Cromwell LLP - March 14, 2019
S&C Memos
March 14, 2019
Banking Organization Capital Plans and Stress Tests: Federal Reserve Announces Limitation and Phase-Out of the Qualitative Objection to Capital Plans and Issues Instructions and Supervisory Scenarios for the 2019 Comprehensive Capital Analysis and Review and Dodd-Frank Act Stress Test Exercises
Sullivan & Cromwell LLP - March 14, 2019
S&C Memos
March 11, 2019
Immunity of International Organizations: U.S. Supreme Court Rejects Absolute Immunity for International Organizations Under International Organizations Immunity Act
Sullivan & Cromwell LLP - March 11, 2019
S&C Memos
March 1, 2019
Nasdaq Amends and Clarifies Listing Requirements for Direct Listings
Sullivan & Cromwell LLP - March 1, 2019
S&C Memos
February 27, 2019
“Test-the-Waters” Communications: The SEC Proposes to Expand the Permitted Use of “Test-the-Waters” Communications to All Issuers
Sullivan & Cromwell LLP - February 27, 2019
S&C Memos
February 27, 2019
New York Department of Financial Services Addresses Use of External Consumer Data and Information Sources in Underwriting for Life Insurance: NYDFS Issues Circular Letter on the Use of External Consumer Data and Information Sources in Underwriting for Life Insurance
Sullivan & Cromwell LLP - February 27, 2019
S&C Memos
February 22, 2019
Bank Capital Plans and Stress Tests: Federal Reserve Seeks to Enhance Transparency of Its Stress Testing Program Through Amendments to Its Scenario Design Framework, a New Stress Testing Policy Statement, and Enhancements to Supervisory Stress Test Disclosure
Sullivan & Cromwell LLP - February 22, 2019
S&C Memos
February 21, 2019
Community Bank Capital Requirements: Federal Bank Regulators Propose Simplified Leverage Capital Ratio for Qualifying Community Banking Organizations
Sullivan & Cromwell LLP - February 21, 2019
S&C Memos
February 15, 2019
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - February 15, 2019
S&C Memos
February 13, 2019
S&C Memos
February 11, 2019
S&C Memos
February 11, 2019
S&C Memos
February 5, 2019
S&C Memos
January 18, 2019
Considerations for Brazilian Borrowers and Lenders of U.S. Syndicated Loans
Sullivan & Cromwell LLP - January 18, 2019
S&C Memos
January 17, 2019
Uncleared Security-Based Swaps: SEC Proposes Rules Requiring the Application of Risk Mitigation Techniques to Uncleared Portfolios of Security-Based Swaps
Sullivan & Cromwell LLP - January 17, 2019
S&C Memos
January 15, 2019
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 15, 2019
S&C Memos
January 10, 2019
District Court Holds That FRAND Commitment Does Not Require Licensing at Chip Level: E.D. Texas Holding Is Contrary to Recent N.D. California Decision
Sullivan & Cromwell LLP - January 10, 2019
S&C Memos
January 7, 2019
S&C Memos
January 3, 2019
S&C Memos
January 3, 2019
S&C Memos
December 31, 2018
S&C Memos
December 27, 2018
Bank Capital Requirements: Federal Banking Agencies Release Final Rule Regarding the Implementation of CECL, and Federal Reserve Provides Guidance on CECL and CCAR
Sullivan & Cromwell LLP - December 27, 2018
S&C Memos
December 27, 2018
Bank Stress Tests: FDIC and OCC Propose Amendments to Their Stress Testing Rules
Sullivan & Cromwell LLP - December 27, 2018
S&C Memos
December 26, 2018
S&C Memos
December 21, 2018
S&C Memos
December 21, 2018
Depository Institution Management Interlocks Act: Threshold Increase for the Major Assets Prohibition in the Depository Institution Management Interlocks Act Rules
Sullivan & Cromwell LLP - December 21, 2018
S&C Memos
December 20, 2018
Brokered Deposits: FDIC Seeks Public Input as It Comprehensively Reviews Brokered Deposit and Interest Rate Regulations
Sullivan & Cromwell LLP - December 20, 2018
S&C Memos
December 20, 2018
Periodic Reporting: The SEC Requests Comment on the Nature, Timing and Frequency of Periodic Reporting, and on Earnings Release and Earnings Guidance Practices
Sullivan & Cromwell LLP - December 20, 2018
S&C Memos
December 19, 2018
Key Considerations for Fiscal Year 2018 Form 10-K and 20-F Filings: Disclosure, Accounting and Form Considerations for Issuers Preparing Filings for Fiscal Year 2018
Sullivan & Cromwell LLP - December 19, 2018
S&C Memos
December 10, 2018
Basel Committee on Banking Supervision Publishes Report on Cyber-Resilience Practices
Sullivan & Cromwell LLP - December 10, 2018
S&C Memos
December 7, 2018
S&C Memos
December 6, 2018
S&C Memos
November 30, 2018
Deputy Attorney General Rod Rosenstein Announces Revisions to Yates Memo
Sullivan & Cromwell LLP - November 30, 2018
S&C Memos
November 28, 2018
Developments at the Antitrust Division: Recent Enforcement and Policy Developments—New Tools and New Theories
Sullivan & Cromwell LLP - November 28, 2018
S&C Memos
November 27, 2018
SEC Statement on Securities Law Considerations for Digital Asset Securities: Reiterates That ICO Tokens and Other Digital Asset Securities May Raise Issues Under Not Only the Securities Act But Also the Exchange Act, Investment Company Act and Investment Advisers Act; Notes Remedies of Rescission Rights and Forced Public Company Reporting
Sullivan & Cromwell LLP - November 27, 2018
S&C Memos
November 27, 2018
S&C Memos
November 26, 2018
Bank Capital Requirements: Federal Bank Regulators Propose Standardized Approach for Calculating the Exposure Amount of Derivative Contracts
Sullivan & Cromwell LLP - November 26, 2018
S&C Memos
November 21, 2018
United States Supreme Court Denies Certiorari in Bank of America, N.A. v. Lusnak: U.S. Supreme Court Declines Review of Ninth Circuit’s Holding That the National Bank Act Does Not Preempt California Law Requiring Banks to Pay Interest on Mortgage Escrow Accounts
Sullivan & Cromwell LLP - November 21, 2018
S&C Memos
November 19, 2018
S&C Memos
November 19, 2018
S&C Memos
November 15, 2018
Preparing for the 2019 Proxy Season: Practical Guidance for Directors and Board Committees
Sullivan & Cromwell LLP - November 15, 2018
S&C Memos
November 8, 2018
S&C Memos
November 5, 2018
New Supervisory Rating System for Large Banking Organizations: Federal Reserve Establishes a New Rating System for the Supervision of Large Financial Institutions
Sullivan & Cromwell LLP - November 5, 2018
S&C Memos
November 5, 2018
S&C Memos
November 5, 2018
S&C Memos
October 31, 2018
IRS Issues Proposed Regulations on Section 956: Proposed Regulations Would Reduce Amounts Subject to U.S. Taxation for Certain U.S. Corporate Taxpayers
Sullivan & Cromwell LLP - October 31, 2018
S&C Memos
October 25, 2018
UK Court of Appeal Holds Offer of Global License Consistent With FRAND Obligation: Affirms Decision of Lower Court in Unwired Planet v. Huawei
Sullivan & Cromwell LLP - October 25, 2018
S&C Memos
October 25, 2018
New SEC Staff Guidance on Shareholder Proposals
Continues to Encourage Board of Director Involvement in the “Ordinary Business” and “Economic Relevance” Exclusions and Provides Examples of Useful Factors from 2018 Proxy Season
Opens Door for “Ordinary Business” and “Micromanagement” Exclusions for Proposals Addressing Executive Compensation
Sullivan & Cromwell LLP - October 25, 2018
S&C Memos
October 23, 2018
S&C Memos
October 22, 2018
DOJ Releases New Memorandum on Standards and Policies for Retention of Corporate Compliance Monitors: The New Memorandum Emphasizes the Need for a Careful Weighing of Costs and Benefits by Prosecutors Before Seeking the Imposition of a Monitorship in Connection with a Corporate Criminal Settlement
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 22, 2018
SEC Reopens Comment Period on Proposed Rules Regarding Security-Based Swaps: SEC Reopens Comment Period and Requests Additional Comment on Previously Proposed Rules Regarding Capital, Margin and Collateral Segregation Requirements for Security-Based Swap Dealers and Major Security-Based Swap Participants
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 22, 2018
Corporate Governance Updates—Launch of 2019 ISS Comment Period and Release of Commonsense Principles 2.0
Comment Period for the ISS Benchmark Policy Opens, With No Proposed Action on Some of the Most Controversial Topics Covered by the 2019 Survey
“Commonsense Principles 2.0” Aim to Combat Unhealthy Short-Termism
Sullivan & Cromwell LLP - October 22, 2018
S&C Memos
October 18, 2018
Mandatory CFIUS Filings for Foreign Investment in Specified Critical Technologies Companies: New Pilot Program Pursuant to Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) Will Require Filings With CFIUS for Controlling or Non-controlling Investments in Specified Critical Technologies Companies
Sullivan & Cromwell LLP - October 18, 2018
S&C Memos
October 17, 2018
S&C Memos
October 17, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 17, 2018
S&C Memos
October 12, 2018
CFTC Continues Enforcement Focus, Forms Insider Trading Task Force: The CFTC Focused a Series of Recent Enforcement Actions on Manipulation, Aiding and Abetting, Spoofing, and Insider Trading; and the CFTC Announced an Insider Trading and Information Protection Task Force
Sullivan & Cromwell LLP - October 12, 2018
S&C Memos
October 10, 2018
S&C Memos
October 9, 2018
S&C Memos
October 9, 2018
Implementation of Financial Services Regulatory Reform Legislation: Federal Reserve Official Previews Risk-Based Regulatory Tailoring Agenda
Sullivan & Cromwell LLP - October 9, 2018
S&C Memos
October 5, 2018
CFTC Chairman Releases White Paper on “Cross-Border Swaps Regulation Version 2.0”: White Paper Proposes New Approach to Providing Exemptions and Other Relief from CFTC’s Dodd-Frank Swaps Rules for Certain Non-U.S. Clearinghouses, Trading Venues, and Swap Dealing Businesses
Sullivan & Cromwell LLP - October 5, 2018
S&C Memos
October 4, 2018
S&C Memos
October 4, 2018
Debt Exchanges in Spin-Off Transactions: New IRS Revenue Procedure Defines Ruling Practice for Tax-Free Stock-for-Debt and Securities-for-Debt Exchanges in Spin-Offs
Sullivan & Cromwell LLP - October 4, 2018
S&C Memos
October 4, 2018
Delaware Chancery Court Upholds Termination of Merger on MAE Grounds in Akorn v. Fresenius
Sullivan & Cromwell LLP - October 4, 2018
S&C Memos
October 3, 2018
Increased Funding for Strategic International Development Projects—Better Utilization of Investments Leading to Development Act of 2018: The BUILD Act of 2018 Replaces OPIC With a New Entity With Significantly Increased Resources and Expanded Capabilities Intended to Promote Private Sector Investment and U.S. Foreign Policy Interests in the Developing World
Sullivan & Cromwell LLP - October 3, 2018
S&C Memos
October 3, 2018
Bank Capital Requirements: Federal Banking Agencies Issue Proposed Rule Revising the Regulatory Capital Definition of High Volatility Commercial Real Estate Exposures
Sullivan & Cromwell LLP - October 3, 2018
S&C Memos
October 1, 2018
California Enacts Female Gender Quotas for Public Companies Headquartered in the State: California Becomes First State to Attempt to Require Female Representation on the Boards of Directors of Publicly Traded Companies Headquartered in the State (Even if Incorporated in Another State)
Sullivan & Cromwell LLP - October 1, 2018
S&C Memos
September 21, 2018
S&C Memos
September 20, 2018
Charitable Contributions: New IRS Regulations Update Rules for Substantiation of Charitable Contributions
Sullivan & Cromwell LLP - September 20, 2018
S&C Memos
September 19, 2018
IRS Releases Initial Guidance on the Internal Revenue Code’s “UBTI Silo” Rule: Notice 2018-67 Establishes Interim and Transition Rules for Tax-Exempt Organizations Calculating Unrelated Business Taxable Income (“UBTI”) With Respect to Partnership Investments.
Sullivan & Cromwell LLP - September 19, 2018
S&C Memos
September 19, 2018
S&C Memos
September 14, 2018
S&C Memos
September 7, 2018
CFTC Chairman Previews New Approach to Cross-Border Application of Dodd-Frank Swaps Provisions, Exemptions: Forthcoming White Paper to Propose New Approach to Providing Exemptions and Other Relief for Certain Non-U.S. Clearinghouses, Trading Venues, and Swap Dealing Businesses
Sullivan & Cromwell LLP - September 7, 2018
S&C Memos
September 6, 2018
S&C Memos
September 5, 2018
S&C Memos
September 4, 2018
Community Reinvestment Act: OCC Issues Advance Notice of Proposed Rulemaking to Improve the Regulatory Framework Implementing the Community Reinvestment Act
Sullivan & Cromwell LLP - September 4, 2018
S&C Memos
August 31, 2018
Proposed Section 965 Regulations: Proposed Regulations Follow Earlier Guidance With Modifications and Additions
Sullivan & Cromwell LLP - August 31, 2018
S&C Memos
August 27, 2018
S&C Memos
August 24, 2018
Tax Reform and State and Local Taxation: IRS Issues Proposed Regulations on Charitable Contributions and State and Local Tax Credits and Deductions
Sullivan & Cromwell LLP - August 24, 2018
S&C Memos
August 23, 2018
S&C Memos
August 20, 2018
S&C Memos
August 8, 2018
IRS Issues Proposed Regulations That Address Tax Reform Changes to Bonus Depreciation: The Proposed Regulations Include Detailed Rules Regarding the Acquisition Requirements Applicable to Used Property But Do Not Address a Key Legislative Omission Relevant to Improvements to Real Property
Sullivan & Cromwell LLP - August 8, 2018
S&C Memos
August 7, 2018
S&C Memos
August 7, 2018
Ninth Circuit Withdraws Altera Opinion Reversing Tax Court on Cost-Sharing Arrangements: New Judge Added to Panel to Reconsider the Appeal
Sullivan & Cromwell LLP - August 7, 2018
S&C Memos
August 6, 2018
S&C Memos
August 3, 2018
Special Purpose Fintech National Bank Charters: OCC Issues Licensing Manual Supplement for Fintech Company Charter Applications
Sullivan & Cromwell LLP - August 3, 2018
S&C Memos
August 1, 2018
S&C Memos
July 31, 2018
ISS Launches Annual Policy Formulation Process: Policy Survey Questions Include (1) Whether ISS Should Consider Director Records at Other Companies, (2) How ISS Should Evaluate Audit-Related Matters, (3) Whether to Adjust Reported Voting Results of Dual-Class Companies and (4) What Factors to Evaluate in Independent Chair Proposals
Sullivan & Cromwell LLP - July 31, 2018
S&C Memos
July 30, 2018
Recent Bank Mergers and Market Reactions: Well-Conceived Bank Mergers Should Not Be Unduly Discouraged by "Day-One" Market Reactions
Sullivan & Cromwell LLP - July 30, 2018
S&C Memos
July 30, 2018
House Financial Regulatory Legislation: Banking and Insurance Provisions of the “JOBS and Investor Confidence Act of 2018”
Sullivan & Cromwell LLP - July 30, 2018
S&C Memos
July 30, 2018
S&C Memos
July 24, 2018
S&C Memos
July 23, 2018
German and Austrian Merger Control: Joint Guidelines on the New “Size-of-Transaction” Tests
Sullivan & Cromwell LLP - July 23, 2018
S&C Memos
July 20, 2018
SEC Increases Threshold for Additional Disclosure by Private Companies in Offerings of Securities to Employees; Solicits Comment on Ways to Modernize Rules and Forms for Compensatory-Related Offerings
Amendment to Rule 701 Increases from $5 Million to $10 Million the Annual Threshold at Which Private Companies Must Provide Additional Disclosure for Securities Offered and Sold Pursuant to Compensatory Arrangements; SEC Solicits Comments on Further Ways to Modernize Rule 701 and Form S-8
Sullivan & Cromwell LLP - July 20, 2018
S&C Memos
July 17, 2018
Section 1782 Discovery: Second Circuit Reverses a Section 1782 Order Directing a Law Firm to Produce a Foreign Client’s Documents
Sullivan & Cromwell LLP - July 17, 2018
S&C Memos
July 16, 2018
S&C Memos
July 16, 2018
SEC v. Cohen—New York Federal Trial Court Holds Supreme Court’s Kokesh Decision Applies to SEC FCPA Case, Including Demand for Injunctive Relief: The Court Concludes That SEC Demands for Injunctions Operate as Penalties for Purposes of Applicable Statute of Limitations
Sullivan & Cromwell LLP - July 16, 2018
S&C Memos
July 13, 2018
Bank Capital Requirements: Basel Committee Issues Revised G-SIB Assessment Framework
Sullivan & Cromwell LLP - July 13, 2018
S&C Memos
July 12, 2018
S&C Memos
July 12, 2018
2018 Proxy Season Review
Change in Landscape for Environmental/Social/Political Proposals—More Withdrawn Following Engagement; Those Going to a Vote Receive Higher Support and Pass More Frequently
Governance Proposals Receive Lower Support and Pass Less Frequently, Principally Due to Fewer Proxy Access Proposals Going to a Vote
Non-Responsiveness to a Prior Shareholder Vote Remains Most Common Basis for Low Director Support Levels in Uncontested Elections
Say-on-Pay Results Generally Remain Strong and Highlight Continued Importance of ISS Pay-for-Performance Model
Sullivan & Cromwell LLP - July 12, 2018
S&C Memos
July 11, 2018
SEC Proposes ETF Rule, Amends Liquidity Risk Reporting Rule and Requires Inline XBRL Reporting by Funds
Sullivan & Cromwell LLP - July 11, 2018
S&C Memos
July 10, 2018
Supreme Court Business Review: October Term 2017
Sullivan & Cromwell LLP - July 10, 2018
S&C Memos
July 10, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - July 10, 2018
S&C Memos
July 5, 2018
SEC Adopts New Rules Affecting Public Company Reporting: SEC Requires Use of Inline XBRL for Public Companies Including Funds, Eliminates XBRL Website Posting Requirement, Expands Companies Eligible for “Smaller Reporting Company” Scaled Disclosure and Modifies Rules for Financial Statements of Smaller Acquired Businesses
Sullivan & Cromwell LLP - July 5, 2018
S&C Memos
July 2, 2018
California Consumer Privacy Act of 2018: New Statute Introduces Privacy Protections for California Consumers and Subjects Businesses to Potential Liability
Sullivan & Cromwell LLP - July 2, 2018
S&C Memos
July 2, 2018
S&C Memos
June 28, 2018
United States Takes Steps to Re-Impose Certain Primary Sanctions on Iran: Treasury Department Revokes JCPOA-Related General Licenses Under the ITSR, Amends the ITSR, and Publishes Revised FAQs Related to Reinstatement of Elements of the Pre-JCPOA Primary Sanctions Regime
Sullivan & Cromwell LLP - June 28, 2018
S&C Memos
June 27, 2018
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - June 27, 2018
S&C Memos
June 25, 2018
S&C Memos
June 22, 2018
S&C Memos
June 19, 2018
S&C Memos
June 18, 2018
Digital Assets as Securities: SEC Corporation Finance Director Lays Out the Staff’s Analysis in Assessing Whether Digital Assets Constitute Securities
Sullivan & Cromwell LLP - June 18, 2018
S&C Memos
June 18, 2018
Single Counterparty Credit Limits: Federal Reserve Board Finalizes Rule to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - June 18, 2018
S&C Memos
June 14, 2018
Schneiderman v. Credit Suisse Securities (USA) LLC—New York Court of Appeals Holds That Martin Act Claims Are Governed by Three-Year Statute of Limitations: Decision Overrules 26-Year-Old Appellate Division Precedent That Applied Six-Year Statute of Limitations to Martin Act Claims Brought by New York Attorney General
Sullivan & Cromwell LLP - June 14, 2018
S&C Memos
June 13, 2018
S&C Memos
June 13, 2018
S&C Memos
June 12, 2018
S&C Memos
June 12, 2018
S&C Memos
June 12, 2018
S&C Memos
June 5, 2018
Volcker Rule: Federal Banking Agencies and CFTC Approve Notice of Proposed Rulemaking to Amend Volcker Rule Regulations; SEC Expected to Follow
Sullivan & Cromwell LLP - June 5, 2018
S&C Memos
May 29, 2018
Recent Virtual Currency Actions by the CFTC and State Regulators: CFTC Staff Issues Advisory for Exchanges and Clearinghouses Listing Virtual Currency Derivatives and Announces Agreement for Information Sharing with State Securities Regulators amid “Operation Cryptosweep”
Sullivan & Cromwell LLP - May 29, 2018
S&C Memos
May 24, 2018
Financial Services Regulatory Reform Legislation: “Economic Growth, Regulatory Relief, and Consumer Protection Act” is Enacted
Sullivan & Cromwell LLP - May 24, 2018
S&C Memos
May 23, 2018
Epic Systems Corp. v. Lewis: U.S. Supreme Court Holds That Class-Action Waivers in Employment Arbitration Agreements Are Enforceable Under Federal Law.
Sullivan & Cromwell LLP - May 23, 2018
S&C Memos
May 23, 2018
S&C Memos
May 16, 2018
S&C Memos
May 11, 2018
S&C Memos
May 10, 2018
S&C Memos
May 10, 2018
SEC Proposes Standard of Conduct for Broker-Dealers and Interpretation Regarding Standard of Conduct for Investment Advisers: SEC Approves Package of Proposed Rules and Interpretations Designed to Enhance Protections and Preserve Choice for Retail Investors in Their Relationships With Investment Professionals
Sullivan & Cromwell LLP - May 10, 2018
S&C Memos
May 9, 2018
United States Withdraws from the Joint Comprehensive Plan of Action with Iran: President Trump Announces Immediate Withdrawal from the Joint Comprehensive Plan of Action; Pre-JCPOA U.S. Sanctions Targeting Iran Will Be Fully Reinstated Following a Wind-Down Period
Sullivan & Cromwell LLP - May 9, 2018
S&C Memos
April 30, 2018
S&C Memos
April 26, 2018
Competition Law and M&A: The European Commission’s Landmark Gun-Jumping Fine on Altice of €124.5 Million Puts Spotlight on Covenants in Transaction Agreements
Sullivan & Cromwell LLP - April 26, 2018
S&C Memos
April 25, 2018
Oil States, SAS Institute, and New Approaches at the U.S. Patent Office: Supreme Court Holds that Challenges to Patent Validity Need Not Proceed Before an Article III Court and Sends More Claims Into Review, While Incoming PTO Director Signals Greater Deference to Existing Patent Rights
Sullivan & Cromwell LLP - April 25, 2018
S&C Memos
April 25, 2018
U.S. Department of Labor Issues Caution Regarding Recent ESG Focus of Certain Institutional Investors
Sullivan & Cromwell LLP - April 25, 2018
S&C Memos
April 25, 2018
S&C Memos
April 24, 2018
Bank Capital Requirements: Federal Reserve, OCC and FDIC Release Joint Proposal Regarding the Implementation of CECL and Their Regulatory Capital Rules
Sullivan & Cromwell LLP - April 24, 2018
S&C Memos
April 23, 2018
S&C Memos
April 19, 2018
Bank Capital Requirements, Capital Plans and Stress Tests: Federal Reserve Proposes Substantial Changes to CCAR and Its Capital Rules, Including New Stress Capital Buffer and Stress Leverage Buffer Requirements and the Elimination of the CCAR Quantitative Objection
Sullivan & Cromwell LLP - April 19, 2018
S&C Memos
April 19, 2018
S&C Memos
April 18, 2018
Federal Reserve Regulatory Agenda: Vice Chairman for Supervision Quarles Outlines Key Principles and Specific Initiatives
Sullivan & Cromwell LLP - April 18, 2018
S&C Memos
April 17, 2018
Bank Capital Requirements: Federal Reserve and OCC Propose Amendments to the Enhanced Supplementary Leverage Ratio Requirements for U.S. G-SIBs
Sullivan & Cromwell LLP - April 17, 2018
S&C Memos
April 13, 2018
New York State Tax: Recent Developments in New York State Tax Law Including Tax Provisions in the Recently Enacted Budget
Sullivan & Cromwell LLP - April 13, 2018
S&C Memos
April 10, 2018
S&C Memos
April 5, 2018
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - April 5, 2018
S&C Memos
March 29, 2018
Bank Capital Requirements: Basel Committee Proposes Revisions to Market Risk Capital Requirements
Sullivan & Cromwell LLP - March 29, 2018
S&C Memos
March 27, 2018
Digital Economy Taxation: OECD Publishes Report on Taxation of the Digital Economy; European Commission Publishes Draft Directives
Sullivan & Cromwell LLP - March 27, 2018
S&C Memos
March 26, 2018
Review and Analysis of 2017 U.S. Shareholder Activism
Sullivan & Cromwell LLP - March 26, 2018
S&C Memos
March 22, 2018
Ninth Circuit Rejects Challenges to a Cease-and-Desist Order Imposed by the FDIC for Violations of the Bank Secrecy Act: Court Defers to the FDIC and the Bank Secrecy Act/Anti-Money Laundering Examination Manual in Rejecting a Rare Challenge by a Bank to an Agency-Imposed Cease-and-Desist Order
Sullivan & Cromwell LLP - March 22, 2018
S&C Memos
March 21, 2018
Cyan Inc. v. Beaver County Employees Retirement Fund: U.S. Supreme Court Holds That State Courts Have Jurisdiction Over Class Actions Brought Under the Securities Act of 1933; Decision Has Important Implications for Securities Class Actions Filed in State Court Asserting Solely Federal Claims
Sullivan & Cromwell LLP - March 21, 2018
S&C Memos
March 19, 2018
ERISA Fiduciary Rule: Fifth Circuit Vacates New ERISA Fiduciary Rule
Sullivan & Cromwell LLP - March 19, 2018
S&C Memos
March 18, 2018
Financial Services Regulatory Reform Legislation: Senate Approves Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - March 18, 2018
S&C Memos
March 12, 2018
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - March 12, 2018
S&C Memos
March 5, 2018
Tax Reform and State and Local Taxation: Recent State Tax Proposals Relating to the Limitation on State and Local Tax Deductions Enacted by Federal Tax Reform
Sullivan & Cromwell LLP - March 5, 2018
S&C Memos
March 2, 2018
S&C Memos
March 1, 2018
S&C Memos
February 27, 2018
SEC Issues Expanded Interpretive Guidance on Cybersecurity Matters: Disclosure Controls and Procedures Should Ensure Appropriate Escalation and Disclosure of Cybersecurity Risks and Incidents and Issuers Should Craft Policies and Procedures Against Insider Trading and Selective Disclosure of Non-Public Information Related to Cybersecurity Risks and Incidents
Sullivan & Cromwell LLP - February 27, 2018
S&C Memos
February 25, 2018
Treasury Issues Report on Dodd-Frank Orderly Liquidation Authority: Treasury Issues Report Recommending Adoption of Reforms to Dodd-Frank Orderly Liquidation Authority and a New Chapter 14 of the Bankruptcy Code for Significantly Systemic Financial Companies
Sullivan & Cromwell LLP - February 25, 2018
S&C Memos
February 23, 2018
Delaware Chancery Court Considers Appraisal in First Major Decision Since Dell: Court of Chancery Chooses Unaffected Market Price, 30% Below Deal Price, as Fair Value.
Sullivan & Cromwell LLP - February 23, 2018
S&C Memos
February 22, 2018
S&C Memos
February 21, 2018
S&C Memos
February 20, 2018
S&C Memos
February 16, 2018
SEC Approves NYSE Proposal to Facilitate Listings of Companies Without a Trading History
Sullivan & Cromwell LLP - February 16, 2018
S&C Memos
February 13, 2018
Commercial Real Estate: New York Appellate Court Upholds Waiver of Yellowstone Action
Sullivan & Cromwell LLP - February 13, 2018
S&C Memos
February 12, 2018
Proposed Changes to Nasdaq Shareholder Approval Requirements: Nasdaq Proposes to Eliminate the Requirement for Shareholder Approval of 20% Stock Issuances at a Price Less Than Book Value but Greater Than Market Value and to Change the Definition of “Market Value”
Sullivan & Cromwell LLP - February 12, 2018
S&C Memos
February 7, 2018
U.S. Tax Reform: Tax-Exempt Organizations
Sullivan & Cromwell LLP - February 7, 2018
S&C Memos
February 5, 2018
S&C Memos
January 31, 2018
S&C Memos
January 31, 2018
EU Competition Law: EU Commission Fines Qualcomm EUR 997 Million
Sullivan & Cromwell LLP - January 31, 2018
S&C Memos
January 29, 2018
Delaware Supreme Court Confirms Applicability of Issue Preclusion to Dismissals of Shareholder Derivative Actions for Failure to Plead Demand Futility: Court Rejects Chancery Court’s Proposed Rule That Issue Preclusion Applies Only if Derivative Plaintiffs Survive Motion to Dismiss
Sullivan & Cromwell LLP - January 29, 2018
S&C Memos
January 26, 2018
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 26, 2018
S&C Memos
January 22, 2018
Tax Reform and State and Local Taxation: Initial New York State Reactions
Sullivan & Cromwell LLP - January 22, 2018
S&C Memos
January 17, 2018
S&C Memos
January 8, 2018
Federal Reserve Proposes Guidance to Clarify Supervisory Expectations Related to Risk Management for Large Financial Institutions: Proposed Guidance Presents Core Principles for Effective Senior Management, Management of Business Lines, and Independent Risk Management and Controls
Sullivan & Cromwell LLP - January 8, 2018
S&C Memos
January 8, 2018
U.S. Tax Reform: Individual Taxation
Sullivan & Cromwell LLP - January 8, 2018
S&C Memos
January 2, 2018
U.S. Tax Reform: Mergers and Acquisitions Considerations
Sullivan & Cromwell LLP - January 2, 2018
S&C Memos
December 29, 2017
S&C Memos
December 28, 2017
Contested Bank Acquisition Application
Sullivan & Cromwell LLP - December 28, 2017
S&C Memos
December 28, 2017
U.S. Tax Reform: Infrastructure Provisions
Sullivan & Cromwell LLP - December 28, 2017
S&C Memos
December 26, 2017
S&C Memos
December 22, 2017
U.S. Tax Reform: Insurance Company Provisions
Sullivan & Cromwell LLP - December 22, 2017
S&C Memos
December 21, 2017
EU Competition Law—Vertical Agreements: EU Court of Justice Allows Luxury Goods Manufacturers to Prohibit Online Sales
Sullivan & Cromwell LLP - December 21, 2017
S&C Memos
December 21, 2017
Proposed Amendments to Policy on Payment System Risk: Federal Reserve Proposes Amendments to Policy on Payment System Risk Affecting Foreign Banking Organizations
Sullivan & Cromwell LLP - December 21, 2017
S&C Memos
December 20, 2017
U.S. Tax Reform: Congress Passes Tax Reform
Sullivan & Cromwell LLP - December 20, 2017
S&C Memos
December 19, 2017
Bank Capital Requirements: Basel Committee Releases Standards to Finalize Basel III Framework
Sullivan & Cromwell LLP - December 19, 2017
S&C Memos
December 19, 2017
S&C Memos
December 13, 2017
S&C Memos
December 12, 2017
S&C Memos
December 11, 2017
S&C Memos
December 8, 2017
S&C Memos
December 7, 2017
Financial Services Regulatory Reform Legislation: Senate Panel Approves Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - December 7, 2017
S&C Memos
December 1, 2017
S&C Memos
November 30, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - November 30, 2017
S&C Memos
November 27, 2017
U.S. Treasury Report on FSOC Designations; FSB Decides Not to Publish List of Global Systemically Important Insurers for 2017: Treasury Submits Report Examining FSOC Processes for Designating Nonbank Financial Companies and FMUs as Systemically Important; FSB Decides Not to Publish List of G-SIIs for 2017
Sullivan & Cromwell LLP - November 27, 2017
S&C Memos
November 22, 2017
Bank Capital Requirements: Federal Banking Agencies Extend Certain Transition Provisions for Non-Advanced Approaches Banking Organizations
Sullivan & Cromwell LLP - November 22, 2017
S&C Memos
November 20, 2017
Financial Services Regulatory Reform Legislation: Senators Introduce Bipartisan Regulatory Reform Bill
Sullivan & Cromwell LLP - November 20, 2017
S&C Memos
November 17, 2017
S&C Memos
November 17, 2017
French Tax Reform: On November 15, 2017, the French government released a proposed reform of the tax regime applicable to mergers and spin-offs. The draft legislation would remove some of the most stringent requirements currently applicable to both cross-border and domestic reorganizations.
Sullivan & Cromwell LLP - November 17, 2017
S&C Memos
November 10, 2017
U.S. Tax Reform: Joint Committee on Taxation Releases Summary of Senate Finance Committee’s Tax Reform Plan
Sullivan & Cromwell LLP - November 10, 2017
S&C Memos
November 3, 2017
S&C Memos
November 3, 2017
S&C Memos
November 3, 2017
U.S. Tax Reform—Insurance Company Provisions: House Ways and Means Committee Releases Draft Tax Reform Bill—Insurance Company Provisions
Sullivan & Cromwell LLP - November 3, 2017
S&C Memos
November 2, 2017
U.S. Tax Reform: House Ways and Means Committee Releases Draft of Tax Reform Bill
Sullivan & Cromwell LLP - November 2, 2017
S&C Memos
November 2, 2017
U.S. Treasury Report on Asset Management and Insurance Industry Regulation: Trump Executive Order Required Fundamental Reassessment of Existing Rules; Treasury Submits the Third of Four Reports Examining the Regulatory Framework for Asset Management and Insurance
Sullivan & Cromwell LLP - November 2, 2017
S&C Memos
October 30, 2017
EU Merger Control: Recent EU General Court Judgments on Merger Control
Sullivan & Cromwell LLP - October 30, 2017
S&C Memos
October 30, 2017
S&C Memos
October 27, 2017
SEC Announces Measures to Facilitate Cross-Border Implementation of the Research Provisions of MiFID II: Three No-Action Letters Permit Broker-Dealers to Unbundle Research Fees from Commissions without Being Regulated as Investment Advisers; Permit Continued Reliance on Exchange Act Section 28(e); and Allow Investment Advisers to Continue Aggregating Trade Orders
Sullivan & Cromwell LLP - October 27, 2017
S&C Memos
October 25, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - October 25, 2017
S&C Memos
October 24, 2017
Senate Votes to Overturn CFPB Arbitration Rule
Sullivan & Cromwell LLP - October 24, 2017
S&C Memos
October 20, 2017
S&C Memos
October 19, 2017
LabCFTC Releases Primer on Virtual Currencies: CFTC FinTech Hub Launches Educational Tool for Innovators and Clarifies Jurisdiction Over Virtual Currencies
Sullivan & Cromwell LLP - October 19, 2017
S&C Memos
October 17, 2017
S&C Memos
October 13, 2017
OCC Issues Updated Policy for Determining the Impact of Discriminatory or Illegal Credit Practices on Community Reinvestment Act Ratings: OCC Issues Policies and Procedures Manual Update Setting Forth a Framework for Determining the Effect of Evidence of Discriminatory or Other Illegal Credit Practices on CRA Ratings for OCC-Supervised Institutions
Sullivan & Cromwell LLP - October 13, 2017
S&C Memos
October 13, 2017
SEC Proposes Rules to Modernize and Simplify Regulation S-K Disclosure Requirements: Proposal Would Streamline MD&A to Provide Flexibility in Discussing Historical Periods and Simplify Exhibit Practices and Related Process for Confidential Treatment Requests
Sullivan & Cromwell LLP - October 13, 2017
S&C Memos
October 11, 2017
S&C Memos
October 6, 2017
S&C Memos
October 4, 2017
S&C Memos
September 27, 2017
U.S. and EU Sign Covered Agreement: Covered Agreement Between the United States and the European Union on Insurance and Reinsurance Prudential Measures Is Signed
Sullivan & Cromwell LLP - September 27, 2017
S&C Memos
September 26, 2017
S&C Memos
September 22, 2017
S&C Memos
September 22, 2017
SEC Substantially Eases Burden of Pay Ratio Disclosure: New Guidance Allows Use of Widely Recognized Tests to Determine Who Is Included as an Employee, Reinforces Flexibility to Use Reasonable Estimates and Existing Internal Records to Identify the Median Employee and Allows Ratio to be Described as an Estimate
Sullivan & Cromwell LLP - September 22, 2017
S&C Memos
September 18, 2017
CFPB Rule Prohibits Financial Services Providers from Blocking Consumer Class Actions in Arbitration Agreements
Sullivan & Cromwell LLP - September 18, 2017
S&C Memos
September 18, 2017
EU Merger Control: New EU Framework for Screening of Foreign Direct Investments
Sullivan & Cromwell LLP - September 18, 2017
S&C Memos
September 15, 2017
Southern District of New York Rejects 1933 Act Claims Based on Events Post-Dating an Issuer’s Financial Statements: Issuer in April 2008 Offering Had No Duty To Disclose Additional Information Concerning Events of the First Quarter of 2008. District Court Also Holds that Defendants Carried Their Burden of Proving that Class Period Share Price Declines Were Not Caused by Alleged Misrepresentations.
Sullivan & Cromwell LLP - September 15, 2017
S&C Memos
September 12, 2017
S&C Memos
September 6, 2017
S&C Memos
September 5, 2017
S&C Memos
August 25, 2017
S&C Memos
August 21, 2017
Administration Issues Executive Order Designed to Streamline Federal Environmental Permitting Reviews for Infrastructure Projects: Order Establishes a Two-Year Timeline for Processing Federal Environmental Reviews and a One Federal Decision Policy for Major Infrastructure Projects
Sullivan & Cromwell LLP - August 21, 2017
S&C Memos
August 18, 2017
Federal Transportation Administration Proposes Procedures to Address Impediments to the Use of P3s and Private Investment in Transportation Projects: Federal Transportation Administration Proposes Procedures for Requesting Waivers or Modifications of Certain Regulatory Requirements to Increase Use of P3s and Private Investment in Transportation Projects
Sullivan & Cromwell LLP - August 18, 2017
S&C Memos
August 18, 2017
FINRA Rule Amendments: SEC Approves FINRA Rule Amendments Relating to Qualification and Registration Requirements for Representatives and Principals
Sullivan & Cromwell LLP - August 18, 2017
S&C Memos
August 14, 2017
S&C Memos
August 14, 2017
IAIS—Global Insurance Capital Standard ICS 1.0: IAIS Releases Insurance Capital Standard ICS 1.0 for Extended Field Testing
Sullivan & Cromwell LLP - August 14, 2017
S&C Memos
August 11, 2017
S&C Memos
August 8, 2017
S&C Memos
August 7, 2017
Federal Reserve Proposes New Rating System: Federal Reserve Proposes to Establish a New Rating System for the Supervision of Large Financial Institutions Designed to Align with the Supervisory Program for Those Institutions and to Enhance the Clarity and Consistency of Supervisory Assessments
Sullivan & Cromwell LLP - August 7, 2017
S&C Memos
August 7, 2017
Federal Reserve Proposes to Refocus Expectations for Banking Organization Directors on Core Responsibilities: Proposal Recognizes the Distinct Role of the Board as Compared to Management and the Adverse Impact of Unduly Extensive Requirements on the Board’s Attention and Effectiveness
Sullivan & Cromwell LLP - August 7, 2017
S&C Memos
August 4, 2017
S&C Memos
August 4, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - August 4, 2017
S&C Memos
August 3, 2017
Volcker Rule: Comptroller of the Currency Releases Request for Information on the Volcker Rule’s Implementation, Application and Administration
Sullivan & Cromwell LLP - August 3, 2017
S&C Memos
August 2, 2017
S&C Memos
August 1, 2017
S&C Memos
July 24, 2017
New Insurance Accounting Standard IFRS 17: FSB Endorses New Accounting Standard for Insurance Contracts – IFRS 17
Sullivan & Cromwell LLP - July 24, 2017
S&C Memos
July 24, 2017
S&C Memos
July 22, 2017
Volcker Rule: Federal Banking Agencies Release New Guidance on the Treatment of “Foreign Excluded Funds” Under the Volcker Rule
Sullivan & Cromwell LLP - July 22, 2017
S&C Memos
July 21, 2017
Second Circuit Overturns Convictions of Two Former Rabobank Employees Prosecuted for LIBOR Manipulation: In the First Appellate Decision Nationwide Arising Out of the LIBOR Criminal Investigation, the Second Circuit Holds the Fifth Amendment Prohibits the Use in U.S. Criminal Proceedings of Testimony Compelled by Non-U.S. Governments
Sullivan & Cromwell LLP - July 21, 2017
S&C Memos
July 18, 2017
S&C Memos
July 17, 2017
2017 Proxy Season Review
Fewer Governance Proposals Come to a Vote, Led by Decline in Proxy Access Proposals, as More Companies Adopt Proxy Access Rather Than Submit to a Vote; Proposals to Remove Group Limits Fail
Climate Issues and Board Diversity Attract Increasing Support and Attention; Proposals on Independent Chair and Lobbying Remain Common, But Rarely Pass
Perceived Non-Responsiveness and Poor Attendance Remain Most Common Reasons for Low Director Support Levels in Uncontested Elections
Say-on-Pay Results Remain Strong, and Frequency Votes Solidify Dominance of Annual Say-on-Pay Votes
Sullivan & Cromwell LLP - July 17, 2017
S&C Memos
July 13, 2017
S&C Memos
July 12, 2017
S&C Memos
July 11, 2017
S&C Memos
July 5, 2017
German Merger Control: New “Size-of-Transaction” Test for Merger Control in Germany
Sullivan & Cromwell LLP - July 5, 2017
S&C Memos
July 5, 2017
How The Recent Supreme Court Term Will Affect Business
Sullivan & Cromwell LLP - July 5, 2017
S&C Memos
July 3, 2017
S&C Memos
June 27, 2017
S&C Memos
June 20, 2017
FX Global Code—Global Principles of Good Practice in the Foreign Exchange Market: The Foreign Exchange Working Group and Market Participants Group Publish the FX Global Code to Provide Guidance on Global Principles of Good Practice in the Foreign Exchange Market
Sullivan & Cromwell LLP - June 20, 2017
S&C Memos
June 14, 2017
S&C Memos
June 13, 2017
S&C Memos
June 9, 2017
Financial CHOICE Act of 2017: House Passes Financial Regulatory Reform Legislation
Sullivan & Cromwell LLP - June 9, 2017
S&C Memos
June 8, 2017
CFTC Issues Final Recordkeeping Rules: CFTC Finalizes Rule to Modernize Recordkeeping Obligations
Sullivan & Cromwell LLP - June 8, 2017
S&C Memos
June 6, 2017
Kokesh v. SEC: U.S. Supreme Court Holds That a Five-Year Statute of Limitations Applies When the SEC Seeks Disgorgement in Enforcement Actions: The Decision Builds Upon the Court’s 2013 Holding That the Statute of Limitations Applies When the SEC Seeks Civil Monetary Penalties
Sullivan & Cromwell LLP - June 6, 2017
S&C Memos
June 6, 2017
S&C Memos
June 5, 2017
Auditor’s Reports: PCAOB Adopts New Auditor Reporting Standard and Other Amendments Relating to the Auditor’s Report
Sullivan & Cromwell LLP - June 5, 2017
S&C Memos
June 5, 2017
S&C Memos
May 31, 2017
Supreme Court Sets New Rules for Patent Exhaustion Doctrine: In a Highly Anticipated Decision, the Supreme Court Reverses Federal Circuit and Holds That Patent Exhaustion Is “Uniform and Automatic” — a First Sale, Whether Domestic or Foreign, Exhausts U.S. Patent Rights and Such Rights Cannot Be Employed to Impose Post-Sale Restrictions on the Buyer
Sullivan & Cromwell LLP - May 31, 2017
S&C Memos
May 22, 2017
CFTC Launches LabCFTC FinTech Initiative: Creates New Channel for Interaction with FinTech Companies
Sullivan & Cromwell LLP - May 22, 2017
S&C Memos
May 22, 2017
Court Upends 30 Years of Patent Venue Law: U.S. Supreme Court Restricts Where Patent Infringement Lawsuits Can Be Filed
Sullivan & Cromwell LLP - May 22, 2017
S&C Memos
May 17, 2017
S&C Memos
May 15, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - May 15, 2017
S&C Memos
May 12, 2017
American Health Care Act: The House Passes the American Health Care Act
Sullivan & Cromwell LLP - May 12, 2017
S&C Memos
May 11, 2017
CFTC Proposes to Amend CCO Rules: CFTC Proposes Amendments to Chief Compliance Officer Duties and Annual Reports
Sullivan & Cromwell LLP - May 11, 2017
S&C Memos
May 10, 2017
CFTC Requests Public Input on Simplifying and Modernizing Rules via Project KISS
Sullivan & Cromwell LLP - May 10, 2017
S&C Memos
May 9, 2017
Amendments to the New York Non-Profit Revitalization Act
Sullivan & Cromwell LLP - May 9, 2017
S&C Memos
May 5, 2017
New York City’s Mayor Signs Into Law Bill Banning Inquiry Into Salary History in Hiring: Salary History Ban Becomes Effective October 31, 2017
Sullivan & Cromwell LLP - May 5, 2017
S&C Memos
May 4, 2017
FINRA Corporate Financing: FINRA Solicits Comments on Proposed Amendments to the Corporate Financing Rule (Underwriting Terms and Arrangements)
Sullivan & Cromwell LLP - May 4, 2017
S&C Memos
April 21, 2017
Financial CHOICE Act “2.0”: House Financial Services Committee Chairman Releases Revised Financial Regulatory Reform Proposal
Sullivan & Cromwell LLP - April 21, 2017
S&C Memos
April 20, 2017
New York City Council Passes Bill Banning Inquiry Into Salary History in Hiring: Amendment to the NYC Human Rights Law Makes It an Unlawful Discriminatory Practice for Employers to Ask Applicants to Disclose Salary History, but Employers May Consider Such Information if Volunteered by Candidate Without Prompting
Sullivan & Cromwell LLP - April 20, 2017
S&C Memos
April 19, 2017
Non-GAAP Financial Measures: SEC Staff Comments Focus on Compliance With 2016 Guidance, Particularly the Undue Prominence of Non-GAAP Measures
Sullivan & Cromwell LLP - April 19, 2017
S&C Memos
April 10, 2017
S&C Memos
April 6, 2017
Bank Capital Requirements: Basel Committee Proposes Changes to the G-SIB Capital Surcharge Assessment Framework
Sullivan & Cromwell LLP - April 6, 2017
S&C Memos
March 28, 2017
SEC Adopts T+2 Settlement Cycle: SEC Amends Rule 15c6-1, Requiring Settlement of Securities Transactions in Two Business Days Following Trade Date
Sullivan & Cromwell LLP - March 28, 2017
S&C Memos
March 27, 2017
S&C Memos
March 24, 2017
S&C Memos
March 22, 2017
SCA Hygiene Prods. v. First Quality Baby Prods.:The Supreme Court Eliminates Laches as Defense to Patent Infringement
Sullivan & Cromwell LLP - March 22, 2017
S&C Memos
March 22, 2017
Employment Law 2016 Year in Review
Sullivan & Cromwell LLP - March 22, 2017
S&C Memos
March 19, 2017
S&C Memos
March 17, 2017
Federal Reserve Expands Presumed Exceptions to Financial Stability Analysis: The Federal Reserve Increased Significantly the Transaction-Size and Firm-Size Thresholds at Which a Merger or Acquisition Proposal is Presumed Not to Present Material Financial Stability Concerns
Sullivan & Cromwell LLP - March 17, 2017
S&C Memos
March 2, 2017
U.S. District Court Ruling Raises Important Considerations for Debt Origination and Collection in New York: U.S. District Court Rules That New York’s Fundamental Public Policy Against Usury Overrides a Delaware Choice of Law Provision, and Thus Allows a Class Action to Proceed Against a Debt Collector for Unfair Collection Practices
Sullivan & Cromwell LLP - March 2, 2017
S&C Memos
February 23, 2017
Life Technologies Corp. v. Promega Corp.: Supreme Court Holds That Infringement Under 35 U.S.C. § 271(f)(1) Requires Providing More Than One Component of an Invention
Sullivan & Cromwell LLP - February 23, 2017
S&C Memos
February 13, 2017
S&C Memos
February 6, 2017
S&C Memos
February 4, 2017
S&C Memos
February 1, 2017
Banking Organization Capital Plans and Stress Tests: Federal Reserve Finalizes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to Its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - February 1, 2017
S&C Memos
January 30, 2017
S&C Memos
January 25, 2017
S&C Memos
January 25, 2017
S&C Publishes Corporate Governance Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 25, 2017
S&C Memos
January 23, 2017
Corporate Inversion Transactions: IRS and Treasury Issue Final and Temporary Regulations Modifying Disqualified Stock Rules Under Section 7874
Sullivan & Cromwell LLP - January 23, 2017
S&C Memos
January 20, 2017
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2017
S&C Memos
January 19, 2017
Second Circuit Overturns Marblegate, Rejecting Expansive Interpretation of Section 316(b) of the Trust Indenture Act: In Split Decision, Appeals Court Rules That Section 316(b) of the Trust Indenture Act of 1939 Prohibits Only Formal Non-Consensual Amendments to a Qualified Indenture’s Core Payment Terms
Sullivan & Cromwell LLP - January 19, 2017
S&C Memos
January 17, 2017
State Aid and Tax: The European Commission’s Application of the State Aid Rules to Tax – Where Are We Now?
Sullivan & Cromwell LLP - January 17, 2017
S&C Memos
January 16, 2017
S&C Memos
January 12, 2017
S&C Publishes M&A Hot Topics Quarterly Update
Sullivan & Cromwell LLP - January 12, 2017
S&C Memos
January 5, 2017
New York State Regulations Increase Salary Required for Employees Exempt from Overtime: Based on Statutory Increases to the Minimum Wage, NYS Department of Labor Increases Salary Thresholds for Executive and Administrative Exemptions to Levels Close to Those in Currently Enjoined Federal Rule
Sullivan & Cromwell LLP - January 5, 2017
S&C Memos
January 3, 2017
S&C Memos
December 29, 2016
Sovereign Debt Litigation: District Court Opinion Limits the Applicability of Previous Pari Passu Decisions in the Argentine Debt Litigation
Sullivan & Cromwell LLP - December 29, 2016
S&C Memos
December 23, 2016
Volcker Rule: Federal Reserve Staff Study
Sullivan & Cromwell LLP - December 23, 2016
S&C Memos
December 22, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations and Addresses the Introduction of the Supplementary Leverage Ratio as a Post-Stress Minimum Requirement for the 2017 CCAR Cycle
Sullivan & Cromwell LLP - December 22, 2016
S&C Memos
December 22, 2016
Bank Liquidity Requirements: Federal Reserve Finalizes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 22, 2016
S&C Memos
December 21, 2016
New French Anti-Corruption Law: French Parliament Adopts Law “Sapin 2” on Transparency, Fight Against Corruption and Modernization of the Economy
Sullivan & Cromwell LLP - December 21, 2016
S&C Memos
December 16, 2016
CFTC Issues Final Aggregation Rules for Position Limits: CFTC Unanimously Votes to Adopt Amendments and Updates to Its Aggregation Rules for Position Limits
Sullivan & Cromwell LLP - December 16, 2016
S&C Memos
December 16, 2016
Loss Absorbency Requirements: Federal Reserve Adopts Final TLAC and Related Requirements for U.S. G-SIBs and U.S. Intermediate Holding Company Subsidiaries of Non-U.S. G-SIBs
Sullivan & Cromwell LLP - December 16, 2016
S&C Memos
December 13, 2016
Volcker Rule: Federal Reserve Issues Policy Statement Regarding Volcker Rule Conformance Period Extensions for “Illiquid Funds”
Sullivan & Cromwell LLP - December 13, 2016
S&C Memos
December 12, 2016
S&C Memos
December 8, 2016
Withholding Tax on Dividend Equivalent Payments: IRS Issues Interim Guidance on Section 871(m) and the Qualified Derivatives Dealer Program
Sullivan & Cromwell LLP - December 8, 2016
S&C Memos
December 7, 2016
S&C Memos
December 4, 2016
S&C Memos
November 29, 2016
S&C Memos
November 28, 2016
Recent Insurance Industry Developments: FIO Reports on Insurance Industry Consumer Issues; FSB Updates G-SII List
Sullivan & Cromwell LLP - November 28, 2016
S&C Memos
November 28, 2016
2016 U.S. Shareholder Activism Review and Analysis: Activists Face Headwinds in 2016; Institutional Investors Highlight Risks of Settling Too Quickly and Without Consultation; Number of Campaigns Remains High, Reflecting More Campaigns by Newer and Less Frequent Activists
Sullivan & Cromwell LLP - November 28, 2016
S&C Memos
November 28, 2016
S&C Memos
November 22, 2016
S&C Memos
November 16, 2016
S&C Memos
November 15, 2016
2016 U.S. Presidential and Congressional Elections: Preliminary Observations and Potential Implications for Financial Services Legislation and Regulation
Sullivan & Cromwell LLP - November 15, 2016
S&C Memos
November 15, 2016
ISS Updates 2017 Pay-for-Performance Methodology for U.S. Companies: Quantitative Test Continues to Be Based on Relative TSR But 2017 Reports Also Will Show Relative Financial Performance Based on Six New Metrics; Peer Group Submission Window Opens November 28
Sullivan & Cromwell LLP - November 15, 2016
S&C Memos
November 15, 2016
Recent Hacking Incidents and Cyber Threats to Director Communications: Public Companies Should Periodically Review Their Director Communication Practices to Ensure Appropriate Balance of Security and Efficiency in Light of Ongoing Cybersecurity Developments
Sullivan & Cromwell LLP - November 15, 2016
S&C Memos
November 7, 2016
S&C Memos
November 7, 2016
S&C Memos
November 3, 2016
Brexit: High Court Rules that the UK Government Cannot Notify the UK’s Withdrawal From the EU Without the Prior Approval of Parliament
Sullivan & Cromwell LLP - November 3, 2016
S&C Memos
November 2, 2016
S&C Memos
November 1, 2016
S&C Memos
November 1, 2016
SEC Announces Review of Financial Firms’ Employment Documentation Concerning Whistleblower Rights: Review Has Implications for All U.S. Public Companies; Registered Investment Advisers and Broker-Dealers Should Consider Reviewing Their Employment Documents Now
Sullivan & Cromwell LLP - November 1, 2016
S&C Memos
October 27, 2016
S&C Memos
October 27, 2016
SEC Proposes to Require Universal Proxy Cards for All Contested Director Elections: Would Require Both Issuer and Dissident to Use Proxy Cards Listing All Nominees, Permitting Shareholders to Choose Their Desired Mix of Issuer and Dissident Nominees; Dissident Must Solicit Holders of at Least a Majority of Shares
Sullivan & Cromwell LLP - October 27, 2016
S&C Memos
October 26, 2016
S&C Memos
October 21, 2016
S&C Memos
October 20, 2016
S&C Memos
October 19, 2016
CFTC Proposes Rules on Cross-Border Application of Swap Provisions: CFTC Proposes Rules on the Cross-Border Application of Certain Aspects of Its Dodd-Frank Swaps Rules, Including Registration Thresholds and External Business Conduct Standards for Swap Dealers and Major Swap Participants
Sullivan & Cromwell LLP - October 19, 2016
S&C Memos
October 19, 2016
New SEC Staff Guidance on Pay Ratio Disclosure: Guidance Reinforces Flexibility in Identifying the Median Employee While Maintaining Limits on Annualizing Compensation
Sullivan & Cromwell LLP - October 19, 2016
S&C Memos
October 17, 2016
Banking Organization TLAC Holdings: Basel Committee Issues Final Standard on Capital Treatment of TLAC Holdings
Sullivan & Cromwell LLP - October 17, 2016
S&C Memos
October 17, 2016
State Street Becomes Latest Large Asset Manager to Outline Concerns Over Board Responses to Activist Short-Termism: Focuses on Rapid Settlements of Activist Demands That May Not Protect Interests of Long-Term Investors; Urges Companies to Consult With Long-Term Shareholders on Activist Response
Sullivan & Cromwell LLP - October 17, 2016
S&C Memos
October 13, 2016
IRS Significantly Narrows New Regulations Dealing with Related-Party Debt: IRS Issues Final and Temporary Regulations That Significantly Narrow the Scope of Proposed Regulations Recharacterizing Certain Related-Party Debt as Equity for U.S. Income Tax Purposes
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 14, 2016
New Jersey Estate Tax to Be Repealed: Governor Christie Signs Bill Eliminating State Estate Tax as of January 1, 2018; Inheritance Tax Is Retained
Sullivan & Cromwell LLP - October 14, 2016
S&C Memos
October 13, 2016
D.C. Circuit Invalidates CFPB Structure as Unconstitutional; Rejects “Flawed” Statutory Application in Enforcement Proceeding: Appeals Court Rules in PHH v. CFPB that CFPB Action Suffered From Both Constitutional and Statutory Flaws; Ruling on Statutes of Limitations Could Affect Remedial Enforcement Actions by Federal Banking Agencies
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 13, 2016
Federal Insurance Office Report: The Federal Insurance Office Releases 2016 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 13, 2016
New York DFS Issues Guidance on Monitoring Incentive Compensation Arrangements: State-Regulated Banking Institutions Advised to Ensure that Incentive Compensation Tied to Employee Performance Indicators Is Subject to Effective Risk Management, Oversight and Control
Sullivan & Cromwell LLP - October 13, 2016
S&C Memos
October 11, 2016
S&C Memos
October 4, 2016
Non-GAAP Financial Measures: Update on the SEC’s Increased Scrutiny of Non-GAAP Disclosure
Sullivan & Cromwell LLP - October 4, 2016
S&C Memos
October 4, 2016
S&C Memos
September 30, 2016
Banking Organization Capital Plans and Stress Tests: Federal Reserve Proposes Elimination of the Qualitative CCAR Assessment for Smaller Firms, Reduction in the De Minimis Exception for Additional Capital Distributions, and Other Notable Revisions to its Capital Plan and Stress Testing Rules
Sullivan & Cromwell LLP - September 30, 2016
S&C Memos
September 29, 2016
S&C Memos
September 26, 2016
Banking Organization Capital Plans and Stress Tests: Federal Reserve Governor Tarullo Previews Proposal for Multiple Revisions to Capital Plans and Stress Tests That Will Increase Effective Capital Requirements for G-SIBs and May Reduce Effective Capital Requirements for Other CCAR Banking Organizations
Sullivan & Cromwell LLP - September 26, 2016
S&C Memos
September 26, 2016
Physical Commodity Activities Conducted by Financial Holding Companies: Federal Reserve Proposes Extraordinary Increase in Capital Requirements for Physical Commodity Activities and Certain Merchant Banking Investments, Along With New Prudential Limitations
Sullivan & Cromwell LLP - September 26, 2016
S&C Memos
September 22, 2016
U.S. Tax Consequences of EU State Aid Recoupment: IRS Issues Notice Treating Certain Payments of Prior-Year Foreign Taxes as “Splitter Arrangements”
Sullivan & Cromwell LLP - September 22, 2016
S&C Memos
September 19, 2016
S&C Memos
September 15, 2016
CFPB Proposes Amendments to Confidentiality and Disclosure Rules: CFPB Proposes Amendments to Rules Governing Disclosure of Confidential Information
Sullivan & Cromwell LLP - September 15, 2016
S&C Memos
September 14, 2016
Bank Capital Requirements: Federal Reserve Releases Final Policy Statement on the Framework for Setting the Countercyclical Capital Buffer
Sullivan & Cromwell LLP - September 14, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
S&C Memos
September 8, 2016
The U.S. Court of Appeals for the Ninth Circuit Interprets Rule 13a-14 of the Securities Exchange Act and Section 304 of the Sarbanes-Oxley Act: The Ninth Circuit Holds That a CEO or CFO May Have Liability for a False Rule 13a-14 Certification, and SOX’s Disgorgement Provision Applies Irrespective of Whether a Restatement Is Caused by a CEO’s or CFO’s Personal Misconduct
Sullivan & Cromwell LLP - September 8, 2016
S&C Memos
September 7, 2016
S&C Memos
September 2, 2016
Joint Fact Sheet on Foreign Correspondent Banking Supervision and Enforcement: U.S. Department of Treasury and Federal Banking Agencies Issue Joint Fact Sheet Aimed at Dispelling “Myths” About U.S. BSA/AML and Sanctions Supervisory Expectations and Enforcement Approach for Correspondent Banking
Sullivan & Cromwell LLP - September 2, 2016
S&C Memos
September 1, 2016
S&C Memos
August 31, 2016
S&C Memos
August 26, 2016
Asset Management—Termination of Funds: IOSCO Issues Consultation Report on Termination of Investment Funds; Seeks Comments on Proposed Good Practices
Sullivan & Cromwell LLP - August 26, 2016
S&C Memos
August 26, 2016
IRS Ruling Policy on Spinoffs: IRS Changes Policy and Will Again Rule on Business Purpose and Device Requirements
Sullivan & Cromwell LLP - August 26, 2016
S&C Memos
August 17, 2016
S&C Memos
August 5, 2016
IAIS: Global Insurance Capital Standard; IAIS Issues Second Consultation Document for Risk-based Global Insurance Capital Standard
Sullivan & Cromwell LLP - August 5, 2016
S&C Memos
August 4, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Proposes Attestation Requirement for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - August 4, 2016
S&C Memos
August 3, 2016
Financial Services Regulation: Federal Reserve Board Governor Tarullo Discusses Regulatory Approach to “Shadow Banking” and Stable Funding
Sullivan & Cromwell LLP - August 3, 2016
S&C Memos
July 29, 2016
S&C Memos
July 22, 2016
Executive Group Publishes Statement of Commonsense Principles of Corporate Governance: Principles Aim to Provide Basic Framework for Sound, Long-Term Public Company Governance and Stimulate Further Conversation; Acknowledge There Is No One-Size-Fits-All Approach
Sullivan & Cromwell LLP - July 22, 2016
S&C Memos
July 19, 2016
S&C Memos
July 18, 2016
New Guidance Affecting Spinoffs: IRS and Treasury Department Issue New Proposed Regulations
Sullivan & Cromwell LLP - July 18, 2016
S&C Memos
July 15, 2016
S&C Memos
14 July 2016
German Merger Control: Introduction of a “Size-of-Transaction” Test for Merger Notifications in Germany
Sullivan & Cromwell LLP - 14 July 2016
S&C Memos
July 14, 2016
Hart-Scott-Rodino Act: ValueAct Pays Record Fine to Resolve Alleged HSR Violations
Sullivan & Cromwell LLP - July 14, 2016
S&C Memos
July 11, 2016
2016 Proxy Season Review: Proxy Access Becomes Widespread as “Market Standard” Terms Are Reinforced; Traditional Governance Proposals Continue to Decline; Lack of Responsiveness to a Shareholder Vote Remains Principal Driver of Low Support Levels for Directors
Sullivan & Cromwell LLP - July 11, 2016
S&C Memos
July 11, 2016
SEC Approves Nasdaq Rule Requiring Disclosure of Third-Party Compensation to Director Candidates: Reflects Continued Focus on Activist Payments to Directors and Nominees; Nasdaq Notes Potential for Conflicts of Interest, Fiduciary Duty Concerns and Promotion of Short-Term Focus
Sullivan & Cromwell LLP - July 11, 2016
S&C Memos
July 7, 2016
“Resource Payments” Disclosure: SEC Adopts Final Rules on Disclosure of Payments to Governments for Commercial Development of Oil, Natural Gas or Minerals
Sullivan & Cromwell LLP - July 7, 2016
S&C Memos
July 7, 2016
S&C Memos
July 7, 2016
France – New “Inpatriates” Tax Incentives: French Prime Minister Announced on July 6, 2016 a Package of Tax Measures to Improve the Attractiveness of Paris as a Financial Center, in Relation With the Recent Referendum on Brexit. This Package Is Focused on Tax Incentives for Employees and Employers in the Financial Services Industry
Sullivan & Cromwell LLP - July 7, 2016
S&C Memos
July 7, 2016
S&C Memos
July 6, 2016
S&C Memos
July 5, 2016
Updated Brokered Deposit Guidance: FDIC Revises Frequently Asked Questions on Identifying, Accepting and Reporting Brokered Deposits
Sullivan & Cromwell LLP - July 5, 2016
S&C Memos
June 29, 2016
How The Recent Supreme Court Term Will Affect Business
Sullivan & Cromwell LLP - June 29, 2016
S&C Memos
June 28, 2016
S&C Memos
June 24, 2016
“Brexit”—Vote by the UK to Leave the EU: Legal Implications
Sullivan & Cromwell LLP - June 24, 2016
S&C Memos
June 23, 2016
Client Alert: FASB Expected Credit Loss Methodology
Sullivan & Cromwell LLP - June 23, 2016
S&C Memos
June 21, 2016
S&C Memos
June 21, 2016
S&C Memos
June 17, 2016
S&C Memos
June 17, 2016
S&C Memos
June 15, 2016
Ambac Assurance Corp. v. Countrywide Home Loans, Inc.—New York Court of Appeals Declines to Extend Common-Interest Doctrine to Merger Parties’ Pre-Closing Communications: New York’s Highest Court Reverses First Department and Holds That Common-Interest Doctrine Only Applies to Communications That Relate to Pending or Anticipated Litigation
Sullivan & Cromwell LLP - June 15, 2016
S&C Memos
June 15, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Reporting Requirements for Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - June 15, 2016
S&C Memos
June 14, 2016
S&C Memos
June 13, 2016
In re Appraisal of Dell Inc.: Delaware Court of Chancery Determines Fair Value Is 28% Higher Than Merger Price Following an Auctioned Arm’s-Length MBO
Sullivan & Cromwell LLP - June 13, 2016
S&C Memos
June 13, 2016
S&C Memos
June 8, 2016
Internal Revenue Service Issues Regulations Affecting REIT Conversions and Spinoffs: IRS and Treasury Issue Regulations to Extend the Period During Which a REIT Is Subject to Corporate Tax on Built-in Gains and Impose Corporate-Level Tax on Corporations That Transfer Property to a REIT Within 10 Years of a Spinoff
Sullivan & Cromwell LLP - June 8, 2016
S&C Memos
June 7, 2016
S&C Memos
June 3, 2016
CFTC Supplements Position Limits Proposal: The CFTC Supplements Its Position Limits Proposal by Revising the Proposed Definition of Bona Fide Hedging and Including a Provision that Would Permit Exchanges to Recognize Non-Enumerated Bona Fide Hedges and Other Exemptions
Sullivan & Cromwell LLP - June 3, 2016
S&C Memos
June 3, 2016
S&C Memos
June 3, 2016
S&C Memos
June 1, 2016
S&C Memos
June 1, 2016
S&C Memos
May 31, 2016
S&C Memos
May 26, 2016
S&C Memos
May 25, 2016
Audit Reports: PCAOB Releases Reproposal of Amendments to Its Audit Report Standard
Sullivan & Cromwell LLP - May 25, 2016
S&C Memos
May 24, 2016
S&C Memos
May 24, 2016
Non-GAAP Financial Measures: SEC Staff Updates Guidance and Indicates Plans to Increase Scrutiny of Non-GAAP Financial Measures
Sullivan & Cromwell LLP - May 24, 2016
S&C Memos
May 17, 2016
S&C Memos
May 17, 2016
Spokeo, Inc. v. Robins: U.S. Supreme Court Affirms That Bare Procedural and Technical Violations Do Not Confer Standing
Sullivan & Cromwell LLP - May 17, 2016
S&C Memos
May 16, 2016
New Federal Civil Cause of Action for Trade Secret Theft – Considerations for Employers: To Obtain All Benefits of New Law, Companies Must Incorporate Notice of the Act’s Whistleblower Immunity Provision in Employee Confidentiality or Severance Contracts That Concern Trade Secrets Entered into or Updated After May 11, 2016
Sullivan & Cromwell LLP - May 16, 2016
S&C Memos
May 9, 2016
S&C Memos
May 9, 2016
S&C Memos
May 3, 2016
Treasury Clarifies That Partners Working for a Disregarded Entity Owned by a Partnership are Self-Employed: Proposed Regulations Would, as a General Matter, Prevent Partners from Participating in Employee Benefit Plans Established for Employees of a Disregarded Entity Owned by the Partnership
Sullivan & Cromwell LLP - May 3, 2016
S&C Memos
April 27, 2016
S&C Memos
April 27, 2016
Details Emerge: Proposed Regulation of Incentive Compensation at Large Financial Institutions; FDIC, FHFA and OCC Issue Proposed Rules Consistent with NCUA’s Proposal Last Week
Largest Financial Institutions Face New Risk Management and Governance Requirements and Tiered Restrictions on Incentive Pay
Largest Financial Institutions Face New Risk Management and Governance Requirements and Tiered Restrictions on Incentive Pay
Sullivan & Cromwell LLP - April 27, 2016
S&C Memos
April 25, 2016
S&C Memos
April 21, 2016
S&C Memos
April 20, 2016
S&C Memos
April 18, 2016
S&C Memos
April 14, 2016
S&C Memos
April 14, 2016
S&C Memos
April 8, 2016
S&C Memos
April 7, 2016
D.C. District Court Rescinds FSOC’s Designation of MetLife as Systemically Important: Decision Cites “Fundamental Violations of Established Administrative Law,” Including a Failure to Consider the Costs of Regulation and Unexplained Deviations From Prior Regulatory Guidance
Sullivan & Cromwell LLP - April 7, 2016
S&C Memos
April 7, 2016
Hart-Scott-Rodino Act: DOJ Files Suit Against An “Activist Investor”
Sullivan & Cromwell LLP - April 7, 2016
S&C Memos
April 7, 2016
S&C Memos
April 6, 2016
Foreign Corrupt Practices Act: DOJ Launches FCPA Enforcement “Pilot Program”
Sullivan & Cromwell LLP - April 6, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
S&C Memos
April 5, 2016
U.S. Taxation of Foreign Financial Institutions: New Proposed Regulations Affecting Inbound Restructuring by Foreign Financial Institutions
Sullivan & Cromwell LLP - April 5, 2016
S&C Memos
April 5, 2016
U.S. Taxation of Related Party Debt: New Proposed Debt/Equity Regulations Affecting Debt Held by Related Corporations
Sullivan & Cromwell LLP - April 5, 2016
S&C Memos
March 31, 2016
Private Equity Funds Held Liable for Pension Liabilities of a Portfolio Company: Following Remand by the First Circuit, District Court Rules That Two Affiliated Private Equity Funds Formed a “Partnership-in-Fact” and Had Controlled Group Liability for the Pension Liabilities of Their Portfolio Company
Sullivan & Cromwell LLP - March 31, 2016
S&C Memos
March 23, 2016
S&C Memos
March 22, 2016
Bank Liquidity Guidance: Federal Banking Agencies Issue Guidance on Funds Transfer Pricing for Funding and Contingent Liquidity Risks
Sullivan & Cromwell LLP - March 22, 2016
S&C Memos
March 21, 2016
Nasdaq Proposal Would Increase Focus on Activist Payments to Director Candidates: Would Require Proxy or Website Disclosure of Third-Party Compensation to Directors or Nominees; Nasdaq Notes Potential for Conflicts of Interest, Short Term-ism and Fiduciary Duty Concerns
Sullivan & Cromwell LLP - March 21, 2016
S&C Memos
March 10, 2016
S&C Memos
March 8, 2016
Single Counterparty Credit Limits: Federal Reserve Board Proposes Revised Rules to Establish Single Counterparty Credit Limits
Sullivan & Cromwell LLP - March 8, 2016
S&C Memos
March 7, 2016
S&C Memos
March 7, 2016
FBAR Reporting Requirements for Foreign Financial Accounts: FinCEN Releases Notice of Proposed Rulemaking to Revise Certain Provisions of the FBAR Regulations
Sullivan & Cromwell LLP - March 7, 2016
S&C Memos
March 4, 2016
Volcker Rule and Bank Capital: Agencies Release Guidance on Capital Treatment of Banking Entity Investments in TruPS CDOs
Sullivan & Cromwell LLP - March 4, 2016
S&C Memos
Updated March 10, 2016
Sovereign Debt Litigation: District Court Order Paves the Way for the Republic of Argentina to Return to International Credit Markets
Sullivan & Cromwell LLP - Updated March 10, 2016
S&C Memos
March 3, 2016
S&C Memos
February 22, 2016
S&C Memos
February 17, 2016
Cross-Border Security-Based Swaps: SEC Issues Final Rules on Cross-Border Security-Based Swap Activity in the United States
Sullivan & Cromwell LLP - February 17, 2016
S&C Memos
February 11, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Reporting Requirements for the Intermediate Holding Companies of Foreign Banking Organizations
Sullivan & Cromwell LLP - February 11, 2016
S&C Memos
February 11, 2016
CFTC and European Commission CCP Agreement: CFTC Chairman Massad and Commissioner Hill Agree to Common Approach Regarding Requirements for CCPs
Sullivan & Cromwell LLP - February 11, 2016
S&C Memos
February 3, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Issues Instructions and Guidance for the 2016 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - February 3, 2016
S&C Memos
January 27, 2016
S&C Memos
January 26, 2016
In re Trulia, Inc. Stockholder Litigation: Delaware Chancery Court Rejects Proposed Disclosure-Only Settlement as Inadequate and Makes Clear That Disclosure-Only Settlements Will Only Be Approved if the Supplemental Disclosures Are “Plainly” Material and the Releases Narrowly Drawn
Sullivan & Cromwell LLP - January 26, 2016
S&C Memos
January 26, 2016
Bank Capital Plans and Stress Tests: Federal Reserve Finalizes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - January 26, 2016
S&C Memos
January 25, 2016
U.S. Department of Labor Issues Expansive Interpretation of Joint-Employer Liability Under the Fair Labor Standards Act: Non-Binding Administrative Interpretation Takes Position That Joint-Employer Liability Under the Fair Labor Standards Act Should Be Based on the “Economic Realities” of the Working Relationship and Not the Traditional Degree of Control Test
Sullivan & Cromwell LLP - January 25, 2016
S&C Memos
January 21, 2016
S&C Memos
January 21, 2016
S&C Memos
January 21, 2016
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 21, 2016
S&C Memos
January 7, 2016
Margin Requirements for Uncleared Swaps: CFTC and Prudential Regulators Finalize Rules Imposing Minimum Margin and Capital Requirements on Covered Swap Entities
Sullivan & Cromwell LLP - January 7, 2016
S&C Memos
5 January 2016
VAT Recovery and Grouping: EU Court Rules That Active Holding Companies May Be Entitled to Full VAT Recovery and Partnerships May Join VAT Groups
Sullivan & Cromwell LLP - 5 January 2016
S&C Memos
January 4, 2016
Proposed Regulations Regarding Country-by-Country Reporting: IRS and Treasury Department Issue Proposed Country-by-Country Reporting Regulations
Sullivan & Cromwell LLP - January 4, 2016
S&C Memos
December 31, 2015
Bank Capital Requirements: Basel Committee Releases Second Consultative Document on Revisions to the Standardized Approach for Credit Risk
Sullivan & Cromwell LLP - December 31, 2015
S&C Memos
December 31, 2015
Proposed New Rules for Alternative Trading Systems: SEC Proposes New Rules for the Registration of Alternative Trading Systems Transacting in National Market System Stocks
Sullivan & Cromwell LLP - December 31, 2015
S&C Memos
December 30, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Issues Consolidated Guidance on Supervisory Expectations for Capital Planning at Large Bank Holding Companies
Sullivan & Cromwell LLP - December 30, 2015
S&C Memos
December 28, 2015
Section 4371 Excise Tax on Reinsurance Contracts: IRS Rules that Federal Excise Tax Does Not Generally Apply to Wholly Foreign Reinsurance and Retrocession Agreements
Sullivan & Cromwell LLP - December 28, 2015
S&C Memos
December 24, 2015
BB&T Receives Federal Reserve Approval to Acquire National Penn Bancshares
Sullivan & Cromwell LLP - December 24, 2015
S&C Memos
December 22, 2015
SEC Re-Proposes Resource Payments Disclosure Rules: Re-Proposed Rules are Substantially Similar to the Original Resource Extraction Disclosure Rules, with Certain Distinctions
Sullivan & Cromwell LLP - December 22, 2015
S&C Memos
December 22, 2015
S&C Memos
December 21, 2015
S&C Memos
December 21, 2015
Tax Extenders 2015: New Legislation Extends Expiring Tax Provisions, Delays Taxes Imposed Under the Patient Protection and Affordable Care Act, and Enacts Revenue Raisers
Sullivan & Cromwell LLP - December 21, 2015
S&C Memos
December 18, 2015
S&C Memos
December 17, 2015
S&C Memos
December 17, 2015
Proposed Tax Extenders Legislation Would Limit “Opco/Propco” Spinoffs, Modify FIRPTA and Affect Treatment of REITs: Proposed Legislation Would Limit Opco/Propco Spinoffs and Make Changes to Treatment of Some Foreign Investment in U.S. Real Estate and to Real Estate Investment Trusts
Sullivan & Cromwell LLP - December 17, 2015
S&C Memos
December 14, 2015
DirecTV, Inc. v. Imburgia: U.S. Supreme Court Rejects California Court’s Attempt to Invalidate Class-Arbitration Waivers
Sullivan & Cromwell LLP - December 14, 2015
S&C Memos
December 14, 2015
S&C Memos
December 14, 2015
S&C Memos
December 8, 2015
S&C Memos
December 7, 2015
RBC Capital Markets, LLC v. Jervis: Delaware Supreme Court Affirms Financial Advisor Liability for Aiding and Abetting Unreasonable Sale Process
Sullivan & Cromwell LLP - December 7, 2015
S&C Memos
December 7, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Implements Amendments to Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - December 7, 2015
S&C Memos
December 4, 2015
Bank Liquidity Requirements: Federal Reserve Board Proposes Public Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - December 4, 2015
S&C Memos
December 3, 2015
S&C Memos
December 2, 2015
S&C Memos
December 2, 2015
S&C Memos
December 1, 2015
S&C Memos
November 27, 2015
S&C Memos
November 25, 2015
S&C Memos
November 24, 2015
S&C Memos
November 24, 2015
S&C Memos
November 24, 2015
S&C Memos
November 22, 2015
S&C Memos
November 20, 2015
Basel Capital Framework: Basel Committee Outlines Updated Policy Agenda, Including Plans to Finalize Outstanding Revisions to Its Regulatory Reform Framework by the End of 2016
Sullivan & Cromwell LLP - November 20, 2015
S&C Memos
November 20, 2015
Anti-Inversion Notice Issued: IRS and Treasury Issue Guidance Intended to Limit Ability of Corporations to Invert and Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - November 20, 2015
S&C Memos
November 18, 2015
S&C Memos
November 12, 2015
Climate Change Disclosure: New York Attorney General Reaches Settlement with Peabody Energy Corporation to Change its Disclosure Practices Regarding Climate Change
Sullivan & Cromwell LLP - November 12, 2015
S&C Memos
November 12, 2015
S&C Memos
November 10, 2015
S&C Memos
November 5, 2015
Partnership Tax Audits: New Audit Regime Allows IRS to Assess and Collect Tax at the Partnership Level
Sullivan & Cromwell LLP - November 5, 2015
S&C Memos
November 4, 2015
S&C Memos
October 28, 2015
S&C Memos
October 26, 2015
ISS Proposes 2016 Policy Updates: No Proposal on Proxy Access or Responsiveness; U.S. Policy Changes Would Lower the Acceptable Number of Board Positions Held by a Director, Provide for Ongoing Negative Director Recommendations After Certain Unilateral Governance Changes, and Heighten Compensation Disclosure Requirements for Externally-Managed Issuers
Sullivan & Cromwell LLP - October 26, 2015
S&C Memos
October 26, 2015
S&C Memos
October 23, 2015
SEC Staff Issues Guidance on Excluding Shareholder Proposals: Competing Proposals in Proxy Statements Likely to Increase
Sullivan & Cromwell LLP - October 23, 2015
S&C Memos
October 12, 2015
Financial Disclosure: SEC Issues Request for Comment on Regulation S-X Requirements Relating to Entities Other Than the Registrant
Sullivan & Cromwell LLP - October 12, 2015
S&C Memos
October 8, 2015
NYSE Amends Rule on Material News Notification and Trading Halts: NYSE Extends the Pre-Market Notification Period During Which Listed Companies Are Required to Notify the NYSE Prior to Disseminating Material News, Expands the NYSE’s Authority to Halt Trading and Revises Guidance on News Dissemination Methods
Sullivan & Cromwell LLP - October 8, 2015
S&C Memos
October 5, 2015
S&C Memos
October 5, 2015
S&C Memos
October 2, 2015
SEC Issues Liquidity Risk Management and “Swing Pricing” Proposal for Open-End Investment Funds: Proposed Rule and Amendments to Rules and Forms Would Require Open-End Funds to Implement Liquidity Risk Management Programs and Permit Their Use of Swing Pricing
Sullivan & Cromwell LLP - October 2, 2015
S&C Memos
October 1, 2015
S&C Memos
September 30, 2015
S&C Memos
29 September 2015
UK Taxation of Non-UK Entities: HMRC Responds to UK Supreme Court Ruling that a Delaware LLC Is “Tax-Transparent”
Sullivan & Cromwell LLP - 29 September 2015
S&C Memos
September 28, 2015
S&C Memos
September 28, 2015
S&C Memos
September 22, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Rule Revising FR Y-14 Forms to Include CFO Attestation Requirements for Certain Large Bank Holding Companies
Sullivan & Cromwell LLP - September 22, 2015
S&C Memos
September 22, 2015
S&C Memos
September 21, 2015
S&C Memos
September 21, 2015
Transfer Pricing and Outbound Transfers of Intangible Property: IRS and Treasury Department Issue Proposed Regulations Relating to Outbound Transfers of Intangibles and Temporary Regulations Clarifying the Application of Transfer Pricing Rules to Such Transactions
Sullivan & Cromwell LLP - September 21, 2015
S&C Memos
September 21, 2015
Withholding Tax on Dividend Equivalent Payments: IRS and Treasury Issue New Final and Proposed Regulations on Withholding Tax on “Dividend Equivalent Payments”
Sullivan & Cromwell LLP - September 21, 2015
S&C Memos
September 15, 2015
S&C Memos
September 14, 2015
New Justice Department Guidance on Individual Accountability: Analysis of the Justice Department’s New Guidance on Individual Liability in Matters of Corporate Wrongdoing
Sullivan & Cromwell LLP - September 14, 2015
S&C Memos
September 11, 2015
S&C Memos
September 10, 2015
Security-Based Swaps: Recently Adopted and Proposed Rules under Title VII
Sullivan & Cromwell LLP - September 10, 2015
S&C Memos
September 8, 2015
National Labor Relations Board Adopts Expansive Joint-Employer Standard: In Decision with Potentially Large Ramifications, NLRB Holds That Joint-Employer Status Is Based on the Power to Control Terms and Conditions of Employment, Even If Such Control Is Indirect or Unexercised
Sullivan & Cromwell LLP - September 8, 2015
S&C Memos
September 1, 2015
Foreign Sovereign Immunity: Second Circuit Issues New Ruling on Central Bank Immunity Under the Foreign Sovereign Immunities Act
Sullivan & Cromwell LLP - September 1, 2015
S&C Memos
August 26, 2015
S&C Memos
August 18, 2015
Proxy Access Bylaw Developments and Trends: Including List of Considerations, Analysis of Terms Adopted to Date, and Sample Bylaw
Sullivan & Cromwell LLP - August 18, 2015
S&C Memos
August 18, 2015
S&C Memos
August 12, 2015
S&C Memos
August 10, 2015
Court Strikes Down New York City “Responsible Banking Act” as Preempted by Federal and State Banking Laws: RBA Would Have Publicly Rated Banks and Threatened to Remove City Deposits From Them Based on the City’s Assessment of the Banks’ Community Lending and Other Activities
Sullivan & Cromwell LLP - August 10, 2015
S&C Memos
August 7, 2015
D.C. Circuit Allows Challenges to the CFPB’s Constitutionality to Proceed: Separate Panels Reverse District Court Dismissal of Texas Bank’s Challenges on Standing and Ripeness Grounds and Grant Mortgage Servicer’s Motion to Stay CFPB Action Pending Judicial Review
Sullivan & Cromwell LLP - August 7, 2015
S&C Memos
August 7, 2015
SEC Adopts CEO Pay Ratio Rule: New Rule Will Not Be Effective Until 2018 Proxy Season
Sullivan & Cromwell LLP - August 7, 2015
S&C Memos
August 3, 2015
Patent Licensing: Ninth Circuit Affirms District Court RAND Royalty Rate Calculation and Claim for Motorola’s Failure to Abide by Its RAND Commitments
Sullivan & Cromwell LLP - August 3, 2015
S&C Memos
July 31, 2015
Tax Court Invalidates Treasury Regulation on Cost-Sharing Arrangements: Tax Court Strikes Down Treasury Rule Requiring Sharing of Stock-Based Compensation Costs in Qualified Cost-Sharing Arrangements Because the Rule Failed the Reasoned Decision-Making Standard
Sullivan & Cromwell LLP - July 31, 2015
S&C Memos
July 29, 2015
Bank Capital Requirements: Federal Reserve Board Approves Final Common Equity Surcharge For U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - July 29, 2015
S&C Memos
July 24, 2015
IRS Proposes Changes to the Taxation of Fee Waivers and Possibly Other Transactions in Which Partners Provide Services: IRS Proposals Would Re-characterize Partnership Income from Some Fee Waiver Arrangements (and Potentially Other Transactions) as Service Income
Sullivan & Cromwell LLP - July 24, 2015
S&C Memos
July 23, 2015
S&C Memos
July 22, 2015
Bank Capital Plans and Stress Tests: Federal Reserve Board Proposes Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - July 22, 2015
S&C Memos
July 20, 2015
2015 Proxy Season Review: Proxy Access Proposals Most Significant Development of 2015; Significantly Higher ISS Support of Independent Chair Proposals Does Not Translate to Higher Votes; Board Withhold Recommendations Continue to Increase With Board Responsiveness a Key Driver in Resulting Votes
Sullivan & Cromwell LLP - July 20, 2015
S&C Memos
July 20, 2015
S&C Memos
July 17, 2015
S&C Memos
July 13, 2015
IRS to Eliminate Common ERISA Pension Plan De-Risking Strategy: IRS Announces Intention to Prohibit Lump-Sum Payout of In-Pay Annuities
Sullivan & Cromwell LLP - July 13, 2015
S&C Memos
13 July 2015
UK Taxation of Non-UK Entities: UK Supreme Court Rules for First Time on Entity Classification for UK Tax Purposes – Is a Delaware LLC “Tax-Transparent”?
Sullivan & Cromwell LLP - 13 July 2015
S&C Memos
July 10, 2015
S&C Memos
July 10, 2015
S&C Memos
July 9, 2015
Audit Committee Disclosure: SEC Issues Concept Release Seeking Comment on Possible Revisions to Audit Committee Disclosure Requirements
Sullivan & Cromwell LLP - July 9, 2015
S&C Memos
July 9, 2015
S&C Memos
July 7, 2015
S&C Memos
July 6, 2015
S&C Memos
July 1, 2015
Department of Labor Proposes New Overtime Regulations: DOL Proposes Substantially Raising Salary Thresholds Used in Determining Who Is Exempt from Overtime Pay and Requests Comments on Potential Changes to the Current Regulations Defining the Duties Required to Qualify for Exemption
Sullivan & Cromwell LLP - July 1, 2015
S&C Memos
June 30, 2015
S&C Memos
June 29, 2015
Basel III Liquidity Framework: Basel Committee Publishes Final Net Stable Funding Ratio Disclosure Standards
Sullivan & Cromwell LLP - June 29, 2015
S&C Memos
June 25, 2015
Texas Department of Housing & Community Affairs v. Inclusive Communities Project, Inc.: Fair Housing Act Disparate-Impact Liability; U.S. Supreme Court Holds That Disparate-Impact Claims Are Cognizable Under the Fair Housing Act in Certain Limited Circumstances
Sullivan & Cromwell LLP - June 25, 2015
S&C Memos
June 19, 2015
CFPB to Supervise Non-Bank Auto Financing Companies: New Rule Also Broadens the Definition of a Consumer Financial Product or Service to Include Auto Leases
Sullivan & Cromwell LLP - June 19, 2015
S&C Memos
June 17, 2015
S&C Memos
June 12, 2015
Delaware Legislature Says No to “Loser-Pays” Fee-Shifting Bylaws But Yes to Forum-Selection Bylaws for Stock Corporations: A Partial Legislative Response to ATP Tour, Inc. v. Deutscher Tennis Bund, Which Held That Fee-Shifting Bylaws Adopted by Delaware Nonstock Corporations Could Be Valid
Sullivan & Cromwell LLP - June 12, 2015
S&C Memos
June 12, 2015
New York City Council Passes Bill Prohibiting Certain Criminal Background Inquiries in Hiring Decisions: Amendment to New York City Human Rights Law Prohibits Employers from Inquiring into Applicants’ Criminal Records Prior to Making Conditional Offers of Employment
Sullivan & Cromwell LLP - June 12, 2015
S&C Memos
June 12, 2015
S&C Memos
June 4, 2015
Corporate Expatriation Transactions: IRS and Treasury Issue Final Regulations on the “Substantial Business Activities” Exception to Section 7874
Sullivan & Cromwell LLP - June 4, 2015
S&C Memos
June 3, 2015
Recent Developments in BSA/AML: Federal Reserve Enters Into Written Agreements with Discover Financial Services and State Street Corporation
Sullivan & Cromwell LLP - June 3, 2015
S&C Memos
June 3, 2015
S&C Memos
June 2, 2015
Equal Employment Opportunity Commission v. Abercrombie & Fitch Stores, Inc.—Religious Accommodation in the Workplace: Supreme Court Clarifies that an Employer Can Be Liable for Failing To Accommodate a Religious Practice that the Employer Suspects, But Does Not Know, To Be Religiously Based
Sullivan & Cromwell LLP - June 2, 2015
S&C Memos
May 28, 2015
S&C Memos
May 27, 2015
Patent Law—Inducing Infringement: Defendant’s Good-Faith Belief That a Patent Is Invalid Is Not a Defense to a Claim for Inducing Infringement
Sullivan & Cromwell LLP - May 27, 2015
S&C Memos
May 26, 2015
S&C Memos
May 26, 2015
S&C Memos
May 19, 2015
S&C Memos
May 19, 2015
S&C Memos
May 18, 2015
S&C Memos
May 14, 2015
Restructuring: More Clarity for Delaware Directors When Considering Restructuring Transactions
Sullivan & Cromwell LLP - May 14, 2015
S&C Memos
May 13, 2015
Shareholder Activism Update: DuPont Announces Victory in Proxy Fight with Trian
Sullivan & Cromwell LLP - May 13, 2015
S&C Memos
May 13, 2015
Senate Regulatory Relief Proposal: Banking Committee Chairman Releases Discussion Draft of “The Financial Regulatory Improvement Act of 2015”
Sullivan & Cromwell LLP - May 13, 2015
S&C Memos
May 12, 2015
Department of Justice Announces Settlement to Resolve Discriminatory Indirect Lending Allegations: Department of Justice and Evergreen Bank Group Enter into Consent Order Requiring Implementation of Dealer Compensation Policy and Payment of $395,000 in Consumer Redress
Sullivan & Cromwell LLP - May 12, 2015
S&C Memos
11 May 2015
EU Law: European Court Limits Private Parties’ Standing to Challenge EU Regulatory Acts
Sullivan & Cromwell LLP - 11 May 2015
S&C Memos
May 11, 2015
SEC Enforcement: SEC Issues Guidance on Approach to Forum Selection in Contested Actions
Sullivan & Cromwell LLP - May 11, 2015
S&C Memos
May 1, 2015
UPDATE: SEC Publishes Text of Proposed Pay-Versus-Performance Disclosure Rule: Focuses on Relationship of Executive Compensation Actually Paid Versus Annual Total Shareholder Return; Two Commissioners Dissent, Citing Lack of Flexibility and Concerns over Short-Termism
Sullivan & Cromwell LLP - May 1, 2015
S&C Memos
April 30, 2015
FDIC Proposal on Deposit Account Records and Failed Bank Deposit Insurance Determinations: FDIC Requests Comment on Whether Certain Insured Depository Institutions Should Enhance Recordkeeping to Maintain More Accurate and Complete Data on Deposit Accounts and Develop Capabilities to Calculate Insured Amounts for Each Depositor at the End of Any Business Day
Sullivan & Cromwell LLP - April 30, 2015
S&C Memos
April 30, 2015
S&C Memos
April 30, 2015
S&C Memos
April 29, 2015
Re-Proposed DOL “Investment Advice” Rule Would Expand Who is a Fiduciary and Substantially Change the Provision of Financial Services to Plan and IRA Investors: Regulation Would Likely Limit the Scope of Financial Services Available to Plans and IRAs, Unless the Plans and IRAs Are Given New Contractual Protections
Sullivan & Cromwell LLP - April 29, 2015
S&C Memos
April 29, 2015
S&C Memos
April 24, 2015
Federal Trade Commission and Consumer Financial Protection Bureau v. Green Tree Servicing LLC: Consumer Financial Protection Bureau Refers to “Substantiation” for the First Time; Federal Trade Commission and Consumer Financial Protection Bureau File First Joint Order
Sullivan & Cromwell LLP - April 24, 2015
S&C Memos
April 24, 2015
S&C Memos
April 22, 2015
S&C Memos
April 22, 2015
Recent Developments in BSA/AML: FinCEN Targets Money Laundering Infrastructure with Geographic Targeting Order in Miami
Sullivan & Cromwell LLP - April 22, 2015
S&C Memos
April 16, 2015
Cybersecurity—Sophisticated Scams Target Corporate Transactions and Confidential Information: Cyber Criminals Are Reportedly Pairing Falsified Wire Instructions with Seemingly Credible Justifications in Attempts to Misdirect Funds to Third-Party Accounts and Tricking Executives and Advisers into Compromising Sensitive Non-Public Information
Sullivan & Cromwell LLP - April 16, 2015
S&C Memos
April 16, 2015
S&C Memos
April 15, 2015
EU Competition Law: Oil and Gas Industry Mergers – Impact of European Competition Law
Sullivan & Cromwell LLP - April 15, 2015
S&C Memos
April 13, 2015
S&C Memos
April 8, 2015
S&C Memos
April 8, 2015
Recent Developments in Sanctions Enforcement: Schlumberger Oilfield Holdings Pleads Guilty to Criminal Sanctions Charges Related to Conduct that “Facilitated” Business from the United States; PayPal Resolves Apparent Sanctions Violations with OFAC Caused in Part by the Failure to Employ Adequate Screening Technology and Procedures
Sullivan & Cromwell LLP - April 8, 2015
S&C Memos
April 2, 2015
SEC Files Enforcement Action Against Employer’s Workplace Investigation Confidentiality Requirement: Cease-and-Desist Order Charges That Employer’s Confidentiality Requirement for Internal Investigations Contravened the Whistleblower Provision of the Securities Exchange Act of 1934
Sullivan & Cromwell LLP - April 2, 2015
S&C Memos
April 1, 2015
President Obama Issues Executive Order Authorizing Sanctions for Malicious Cyber Activities: Treasury Department May Designate Individuals and Entities That Engage in Cyber Activities Detrimental to U.S. Interests, Freezing Their Assets and Blocking Transactions With Them
Sullivan & Cromwell LLP - April 1, 2015
S&C Memos
March 30, 2015
CFPB To Consider Rules Restricting Certain Payday, Deposit Advance, Vehicle Title and Other Short-Term Lending: CFPB Proposal Would Require Lenders To Assess Customers’ Ability To Repay, Impose Cooling-Off Periods for Consecutive Loans, and Require Disclosures and Limits on Repayment Through Customer Accounts
Sullivan & Cromwell LLP - March 30, 2015
S&C Memos
March 26, 2015
Recent Developments in BSA/AML and Sanctions: Commerzbank AG Settles Criminal and Civil BSA/AML and Sanctions Charges with U.S. Government
Sullivan & Cromwell LLP - March 26, 2015
S&C Memos
March 25, 2015
S&C Memos
March 19, 2015
S&C Memos
March 18, 2015
FTC Revises Rules of Practice: FTC Amends its Rules to Allow Parties that Defeat an FTC Request for Injunctive Relief in Federal Court to Automatically Stay Related Administrative Proceedings Pending an FTC Decision on Whether to Proceed Administratively in Light of the Federal Court Decision
Sullivan & Cromwell LLP - March 18, 2015
S&C Memos
March 18, 2015
Recent Developments in BSA/AML and Sanctions: New Sanctions Targeting Persons in Venezuela and Expansion of Sanctions Addressing the Situation in Ukraine; DOJ Reaches First Criminal Settlement in “Operation Choke Point”; and FinCEN Proposes Special Measures Against an Andorran Bank Under Section 311 of the USA PATRIOT Act
Sullivan & Cromwell LLP - March 18, 2015
S&C Memos
March 12, 2015
S&C Memos
March 10, 2015
Perez v. Mortgage Bankers Association: Supreme Court Holds that Agencies Can Amend or Repeal Interpretive Rules Without Notice-and-Comment Procedures
Sullivan & Cromwell LLP - March 10, 2015
S&C Memos
March 10, 2015
The Evolving Landscape of Shareholder Activism: Key Developments and Potential Actions
Sullivan & Cromwell LLP - March 10, 2015
S&C Memos
March 6, 2015
French Tax Law—Supreme Court Decision on Foreign Tax Credits: The French Supreme Court (Conseil d’Etat) Ruled That the France-China Tax Treaty Should Be Construed as Including a Tax Sparing Credit Provision, Under Which French Taxpayers Are Entitled to Foreign Tax Credits Even in The Absence of Any Withholding Tax in China
Sullivan & Cromwell LLP - March 6, 2015
S&C Memos
3 March 2015
German Merger Control: German Federal Cartel Office Provides Detailed Guidance on its Analysis of Residential Real Estate Transactions
Sullivan & Cromwell LLP - 3 March 2015
S&C Memos
February 27, 2015
S&C Memos
February 26, 2015
New York Court of Appeals Clarifies Scope of Protection for Attorney Statements Made Prior to Start of Lawsuit – Front v. Khalil: New York’s Highest Court Holds That Pre-Litigation Statements Made by Attorneys Cannot be the Subject of Defamation Claims Unless the Statements Were “Not Pertinent to a Good-Faith Anticipated Litigation”
Sullivan & Cromwell LLP - February 26, 2015
S&C Memos
February 18, 2015
S&C Memos
February 18, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Domestic Business Taxation
Sullivan & Cromwell LLP - February 18, 2015
S&C Memos
February 17, 2015
President Obama's Fiscal Year 2016 Revenue Proposals: Proposals Relating to International Taxation
Sullivan & Cromwell LLP - February 17, 2015
S&C Memos
February 13, 2015
Considerations in Adopting Proxy Access Bylaws – Update: Including List of Considerations, Summary of Precedents and Sample Bylaw
Sullivan & Cromwell LLP - February 13, 2015
S&C Memos
February 13, 2015
Cybersecurity: President Signs New Executive Order Establishing a Framework for Public-Private Cybersecurity Collaboration
Sullivan & Cromwell LLP - February 13, 2015
S&C Memos
February 12, 2015
Recent Developments in BSA/AML: SEC’s Waiver of Rule 506(d) Disqualification for Oppenheimer & Co. Sparks Dissent Among SEC Commissioners
Sullivan & Cromwell LLP - February 12, 2015
S&C Memos
February 11, 2015
S&C Memos
February 11, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Individual, Estate and Gift and Retirement Plan Taxation
Sullivan & Cromwell LLP - February 11, 2015
S&C Memos
February 10, 2015
SEC Proposes Disclosure Rules on Hedging Policies: Will Not Affect 2015 Proxy Season; Requires Description of Hedging Policies, Not Specific Transactions
Sullivan & Cromwell LLP - February 10, 2015
S&C Memos
February 6, 2015
S&C Memos
February 5, 2015
OCIE Risk Alert on Cybersecurity: SEC’s Office of Compliance Inspections and Examinations Announces Findings from its Cybersecurity Examination Initiative
Sullivan & Cromwell LLP - February 5, 2015
S&C Memos
February 2, 2015
President Obama’s Fiscal Year 2016 Revenue Proposals: Proposals Relating to Taxation of Offshore Profits of U.S. Corporations
Sullivan & Cromwell LLP - February 2, 2015
S&C Memos
February 2, 2015
Recent Developments in BSA/AML: FDIC Weighs In on “De-Risking;” FinCEN and SEC Bring Actions Against Oppenheimer & Co. for BSA/AML Violations
Sullivan & Cromwell LLP - February 2, 2015
S&C Memos
January 29, 2015
S&C Memos
January 26, 2015
Foreign Fund Was Engaged in a Trade or Business in the United States as a Result of Lending and Underwriting Activities: IRS Releases Chief Counsel Advice Memorandum 201501013, Treating a Foreign Fund with No Employees as Engaged in a Trade or Business in the United States Through the Lending and Underwriting Activities of the Fund’s Manager, and Clarifying Trading Safe Harbors
Sullivan & Cromwell LLP - January 26, 2015
S&C Memos
January 26, 2015
S&C Memos
January 26, 2015
S&C Memos
January 21, 2015
French Law – Treatment of Share Plans: The Macron Draft Bill Would, If Enacted, Improve Significantly the French Tax and Legal Treatment of Awards Under Qualifying Share Plans, Which Would Become Very Attractive Compared to Cash Bonuses or Stock Option Plans
Sullivan & Cromwell LLP - January 21, 2015
S&C Memos
January 21, 2015
Patent Law—Appellate Review of Claim Construction: Supreme Court Holds That Federal Circuit Must Review Factual Findings on Claim Construction for Clear Error, Not De Novo
Sullivan & Cromwell LLP - January 21, 2015
S&C Memos
January 20, 2015
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 20, 2015
S&C Memos
January 16, 2015
SEC Staff Suspends No-Action Relief on Conflicting Shareholder Proposals – Suspension Effective this Proxy Season: SEC Chair White Directs Staff to Review the Exclusion of Conflicting Shareholder Proposals in Light of Concerns Over Proper Scope and Application; Whole Foods Proxy Access Determination Reversed
Sullivan & Cromwell LLP - January 16, 2015
S&C Memos
January 14, 2015
Brokered Deposit Guidance: FDIC Issues Frequently Asked Questions on Identifying, Accepting, and Reporting Brokered Deposits
Sullivan & Cromwell LLP - January 14, 2015
S&C Memos
January 12, 2015
S&C Memos
January 9, 2015
Regulation SCI: Final Rules Relating to the Technology Infrastructure of U.S. Securities Markets: New, Mandatory Regulatory Framework for the Technological Systems of Exchanges, Certain Alternative Trading Systems, Plan Processors and Exempt Clearing Agencies
Sullivan & Cromwell LLP - January 9, 2015
S&C Memos
January 6, 2015
S&C Memos
December 24, 2014
U.S. Economic Sanctions - Recent Developments: President Prohibits Trade with and New Investment in the Crimea Region of Ukraine and Announces Changes to the Cuba Embargo; Congress Passes New Laws Authorizing New Ukraine-Related Sanctions and Targeted Sanctions Against Venezuelan Government Officials
Sullivan & Cromwell LLP - December 24, 2014
S&C Memos
December 23, 2014
S&C Memos
December 18, 2014
S&C Memos
December 14, 2014
Bank Capital Requirements: Federal Reserve Board Proposes Rule Establishing Common Equity Surcharge on U.S. Global Systemically Important Banks
Sullivan & Cromwell LLP - December 14, 2014
S&C Memos
December 11, 2014
Scope of Criminal Insider Trading Liability for Remote Tippees – United States v. Newman: Second Circuit Reverses Insider Trading Convictions; Requires That Tippee Know of Benefit Received by Insider; Strengthens Evidentiary Showing Required To Prove Benefit
Sullivan & Cromwell LLP - December 11, 2014
S&C Memos
December 10, 2014
Ambac Assurance Corp. v. Countrywide Home Loans, Inc.: New York Appellate Court Applies Common-Interest Privilege to Merger Parties’ Pre-Closing Communications; First Judicial Department Breaks With Other New York Courts and Applies Common-Interest Privilege to Communications not Related to Litigation
Sullivan & Cromwell LLP - December 10, 2014
S&C Memos
December 8, 2014
Credit Risk Retention: Six Federal Agencies Adopt Final Joint Rule on Credit Risk Retention
Sullivan & Cromwell LLP - December 8, 2014
S&C Memos
2 December 2014
EU State Aid and Tax Law: European Court finds that Spanish tax rules were not unlawful state aid because they did not give a “selective advantage”
Sullivan & Cromwell LLP - 2 December 2014
S&C Memos
November 24, 2014
S&C Memos
November 17, 2014
S&C Memos
November 13, 2014
S&C Memos
November 12, 2014
Concentration Limits on Large Financial Companies: Federal Reserve Approves Final Rule Implementing Dodd-Frank’s Financial Sector Concentration Limit
Sullivan & Cromwell LLP - November 12, 2014
S&C Memos
November 7, 2014
2015 Proxy Season Developments: NYC Pension Funds Launch Broad Proxy Access Initiative, Filing Proposals at 75 Public Companies; ISS and Glass Lewis Release 2015 Voting Policies; ISS Codifies Approach on Bylaw Amendments and Adopts Previously Proposed Changes on Independent Chair Proposals and Equity Plans
Sullivan & Cromwell LLP - November 7, 2014
S&C Memos
November 7, 2014
Basel III Liquidity Framework: Basel Committee Publishes Final Document on Net Stable Funding Ratio
Sullivan & Cromwell LLP - November 7, 2014
S&C Memos
October 30, 2014
ISS Releases QuickScore 3.0 Details: New Governance Factors Consistent with Last Week’s Preview; Data Verification Period From Monday Through November 14
Sullivan & Cromwell LLP - October 30, 2014
S&C Memos
October 29, 2014
Bank Capital Plans and Stress Tests: Federal Reserve Issues Instructions and Guidance for the 2015 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - October 29, 2014
S&C Memos
October 29, 2014
IRS Issues Audit Directive on Worthless Debt Deductions for Banks and Bank Affiliates: LBI Directs Its Auditors Not to Challenge Certain Worthless Debt Deductions
Sullivan & Cromwell LLP - October 29, 2014
S&C Memos
October 27, 2014
S&C Memos
October 27, 2014
Pontiac General Employees Retirement System v. Healthways, Inc.: Delaware Chancery Court Declines to Dismiss Fiduciary Duty Claims Against Directors and Aiding and Abetting Claims Against Lender in Connection with Dead Hand Change of Control Provision in Credit Agreement
Sullivan & Cromwell LLP - October 27, 2014
S&C Memos
October 27, 2014
ISS to Introduce QuickScore 3.0 on Friday: New Governance Factors Previewed; Details to be Published on October 31; Data Verification Period to Follow Through November 14
Sullivan & Cromwell LLP - October 27, 2014
S&C Memos
October 24, 2014
Bank Capital Plans and Stress Tests: Federal Reserve Approves Final Rule Amending Certain Aspects of Existing Capital Plan and Stress Test Rules
Sullivan & Cromwell LLP - October 24, 2014
S&C Memos
October 23, 2014
S&C Memos
October 17, 2014
S&C Memos
October 16, 2014
S&C Memos
10 October 2014
VAT Groups: Potential VAT Costs for Financial Groups as ECJ Recognises Intra-Entity Supplies between US Head Office and VAT-Grouped Branch
Sullivan & Cromwell LLP - 10 October 2014
S&C Memos
October 3, 2014
Federal Insurance Office Report: The Federal Insurance Office Releases 2014 Annual Report on the Insurance Industry
Sullivan & Cromwell LLP - October 3, 2014
S&C Memos
October 2, 2014
S&C Memos
September 30, 2014
S&C Memos
September 24, 2014
Anti-Inversion Notice Issued: IRS and Treasury Issue Guidance Intended to Reduce the Tax Benefits of Inversion Transactions
Sullivan & Cromwell LLP - September 24, 2014
S&C Memos
September 24, 2014
S&C Memos
September 23, 2014
Bank Resolution and Capitalization: Anticipated TLAC Proposal: Impact on Banks’ Balance Sheet Structures and Resolution Plans
Sullivan & Cromwell LLP - September 23, 2014
S&C Memos
September 18, 2014
Court Dismisses Challenge to CFTC Cross-Border Guidance: District Court Dismisses Broad-Based Challenge to CFTC Cross-Border Interpretative Guidance but Remands Several Title VII Dodd-Frank Swaps Rules for Further Cost-Benefit Analysis; Remanded Rules Not Vacated and Will Remain in Force During Remand
Sullivan & Cromwell LLP - September 18, 2014
S&C Memos
September 16, 2014
S&C Memos
September 16, 2014
S&C Memos
September 16, 2014
Bank Capital: Supplementary Leverage Ratio; Federal Banking Agencies Issue Final Rules Revising the Supplementary Leverage Ratio’s Exposure Measure Denominator
Sullivan & Cromwell LLP - September 16, 2014
S&C Memos
September 15, 2014
S&C Memos
September 10, 2014
Proposed Margin Requirements for Uncleared Swaps Under Dodd-Frank: Federal Reserve Board, OCC, FDIC, Farm Credit Administration and Federal Housing Finance Agency Repropose Rules for Minimum Margin and Capital Requirements for Certain Dealers and Major Participants in Swaps and Security-Based Swaps
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 10, 2014
Security-Based Swaps: SEC Proposes Rule Regarding Communications Involving Security-Based Swaps Entered Into Solely by Eligible Contract Participants
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 10, 2014
Volcker Rule: Agencies Release New FAQ on CEO Certification Requirement, Setting March 31, 2016 Deadline for Initial Submissions
Sullivan & Cromwell LLP - September 10, 2014
S&C Memos
September 9, 2014
Basel III Liquidity Framework: Federal Reserve Approves Final Rule Implementing Basel III Liquidity Coverage Ratio for Large U.S. Banks
Sullivan & Cromwell LLP - September 9, 2014
S&C Memos
3 September 2014
Recovery of VAT on Deal Fees: Airtours is Denied a Deduction for VAT Paid on Fees Charged by Advisors on its Restructuring
Sullivan & Cromwell LLP - 3 September 2014
S&C Memos
August 21, 2014
S&C Memos
August 19, 2014
Second Circuit Affirms Dismissal On Extraterritoriality Grounds of Securities Claims Based on Cross-Border Securities-Based Swap Agreements: Court Holds That, Under Morrison v. National Australia Bank, a Domestic Transaction Is Not Alone Sufficient To State a Section 10(b) Claim Involving Securities-Based Swaps When the Conduct Is Predominantly Foreign
Sullivan & Cromwell LLP - August 19, 2014
S&C Memos
August 6, 2014
S&C Memos
August 6, 2014
“Fair Pay and Safe Workplaces” Executive Order Imposes New Terms for Federal Contractors: Executive Order Requires Federal Contractors to Report Adverse Labor and Employment Law Decisions, Provide Detailed Wage Statements to Employees, and Forgo Using Pre-Dispute Arbitration Agreements for Employment Discrimination and Sexual Assault Claims
Sullivan & Cromwell LLP - August 6, 2014
S&C Memos
August 4, 2014
Second Circuit Adopts Bright-Line Rule For Determining Customer Status For Mandatory FINRA Arbitration: Court Rules that for Purposes of Demanding FINRA Arbitration, “Customers” of FINRA Members Are Those Who Either Purchase a Good or Service from a FINRA Member or Have an Account with a FINRA Member
Sullivan & Cromwell LLP - August 4, 2014
S&C Memos
August 4, 2014
Ukraine-Related Sanctions: U.S. and EU Take Coordinated Action to Restrict Access of Russian State-Owned Banks to U.S. and EU Capital Markets, Restrict Trade with Russia, Including for Certain Deep Water, Arctic Offshore and Shale Exploration and Production Projects, and Sanction Additional Persons and Entities; U.S. Supplements Sectoral Sanctions Guidance
Sullivan & Cromwell LLP - August 4, 2014
S&C Memos
July 31, 2014
S&C Memos
July 28, 2014
S&C Memos
July 25, 2014
Ukraine-Related Sanctions: Latest Developments Include U.S. Introduction of Sectoral Sanctions Imposing Targeted Sanctions on Certain Entities in Russia’s Financial Services and Energy Sectors; U.S. Designating Additional Persons and Entities as Blocked Persons; and New EU Designations Targeting Additional Individuals and Entities
Sullivan & Cromwell LLP - July 25, 2014
S&C Memos
24 July 2014
EU Competition Law: European Commission Imposes €20 Million Fine for Failing to Notify a Merger Under the EU Merger Regulation
Sullivan & Cromwell LLP - 24 July 2014
S&C Memos
July 22, 2014
Cross-Border Security-Based Swaps: SEC Adopts Initial Final Rules on Cross-Border Security-Based Swap Activities
Sullivan & Cromwell LLP - July 22, 2014
S&C Memos
July 17, 2014
Ralls v. CFIUS: D.C. Circuit Explains Constitutional Due Process Requirements During CFIUS Review: Court Holds That Due Process Requires That an Affected Party in a CFIUS Review be Informed of the Official Action, be Given Access to the Unclassified Evidence on Which the Government Relied and be Afforded an Opportunity to Rebut That Evidence
Sullivan & Cromwell LLP - July 17, 2014
S&C Memos
July 1, 2014
S&C Memos
July 1, 2014
S&C Memos
June 30, 2014
S&C Memos
June 27, 2014
S&C Memos
June 26, 2014
S&C Memos
June 26, 2014
S&C Memos
June 25, 2014
S&C Memos
June 23, 2014
S&C Memos
June 20, 2014
S&C Memos
June 19, 2014
S&C Memos
June 16, 2014
S&C Memos
June 13, 2014
S&C Memos
June 10, 2014
S&C Memos
June 10, 2014
Volcker Rule: Agencies Release Limited Volcker Rule Guidance
Sullivan & Cromwell LLP - June 10, 2014
S&C Memos
June 6, 2014
New York’s Commercial Division Establishes “Rocket Docket” Option: New Commercial Division Rule Permits Accelerated Adjudication
Sullivan & Cromwell LLP - June 6, 2014
S&C Memos
June 5, 2014
Second Circuit Limits Scope of Judicial Review of SEC Settlement Agreements, Clearing the Way for SEC-Citigroup Consent Decree: 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
S&C Memos
June 3, 2014
S&C Memos
June 3, 2014
S&C Memos
May 28, 2014
Exclusive Forum Bylaws Gain Momentum: 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
S&C Memos
May 28, 2014
Dodd-Frank Act: Additional Concentration Limits on Large Financial Companies; 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
S&C Memos
May 27, 2014
State Regulator Invokes Dodd-Frank Act Authority for the First Time: 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
S&C Memos
May 20, 2014
New York State Department of Financial Services: Proposed Regulation Addressing Private Equity Investment in Insurers: 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
S&C Memos
May 19, 2014
S&C Memos
May 19, 2014
S&C Memos
May 14, 2014
IRS Issues Proposed Regulations on the Definition of Real Property for Purposes of the Real Estate Investment Trust Provisions of the Code: 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
S&C Memos
May 14, 2014
S&C Memos
May 12, 2014
Deductibility of Fiduciary Expenses: IRS Publishes Final Regulations on Deductibility of Fiduciary Expenses Incurred by Estates and Trusts
Sullivan & Cromwell LLP - May 12, 2014
S&C Memos
May 7, 2014
S&C Memos
May 6, 2014
S&C Memos
May 2, 2014
S&C Memos
2 May 2014
The ATU Restructuring and the Judgement of the English Courts: Novel Techniques for Restructuring European High Yield
Sullivan & Cromwell LLP - 2 May 2014
S&C Memos
May 1, 2014
S&C Memos
May 1, 2014
Basel Large Exposures Framework: Basel Committee Publishes Standards for the Supervisory Framework for Measuring and Controlling Large Exposures
Sullivan & Cromwell LLP - May 1, 2014
S&C Memos
30 April 2014
EU Competition Law: EU Antitrust Damages Directive
Sullivan & Cromwell LLP - 30 April 2014
S&C Memos
April 30, 2014
SEC Staff Reaffirms June 2 Deadline for Conflict Minerals Disclosure but Revises Disclosure Requirements in Light of D.C. Circuit Court Ruling: 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
S&C Memos
April 30, 2014
S&C Memos
April 28, 2014
Corporate Inversion Transactions: IRS Announces Intent to Issue Regulations Under Section 367 Directed at Certain Transactions
Sullivan & Cromwell LLP - April 28, 2014
S&C Memos
April 25, 2014
Tweets Allowed in Proxy Contests and Securities Offerings: 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
S&C Memos
April 23, 2014
Chen v. Howard-Anderson: Delaware Court of Chancery Limits Scope of Lyondell Chem. Co. v. Ryan for Bad Faith Claims
Sullivan & Cromwell LLP - April 23, 2014
S&C Memos
April 17, 2014
Conflict Minerals Disclosure Due Date Approaching; While SEC Staff Issues New Guidance, Court’s Decision Creates Some Uncertainty: 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
S&C Memos
April 16, 2014
Bank Capital: Supplementary Leverage Ratio; 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
S&C Memos
April 10, 2014
S&C Memos
9 April 2014
International Tax Cooperation: UK Sets Out Its Priorities for the OECD Base Erosion and Profit Shifting (BEPS) Project
Sullivan & Cromwell LLP - 9 April 2014
S&C Memos
April 8, 2014
Volcker Rule: 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
S&C Memos
April 7, 2014
New Guidance on Same-Sex Marriage Under Tax-Qualified Retirement Plans: 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
S&C Memos
April 4, 2014
S&C Memos
4 April 2014
UK Employment Arrangements: UK Revises Proposed Tax Measures Against Dual Contracts
Sullivan & Cromwell LLP - 4 April 2014
S&C Memos
April 1, 2014
EU Competition Law: European Commission Adopts New Technology Transfer Block Exemption Regulation and Guidelines
Sullivan & Cromwell LLP - April 1, 2014
S&C Memos
March 31, 2014
Tax Court Addresses Material Participation by Trusts: 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
S&C Memos
March 25, 2014
S&C Memos
March 25, 2014
Chairman Camp’s Discussion Draft of Tax Reform Act of 2014 and President Obama’s Fiscal Year 2015 Revenue Proposals: Proposals Relating to International Taxation
Sullivan & Cromwell LLP - March 25, 2014
S&C Memos
March 21, 2014
Bank Capital Plans and Stress Tests: 2014 Stress Test Results Demonstrate the Strong Capital Position of U.S. Banking System
Sullivan & Cromwell LLP - March 21, 2014
S&C Memos
March 21, 2014
FATCA—Updates and Coordinating Regulations: Treasury Releases Last Substantial Regulations Package Necessary to Implement FATCA
Sullivan & Cromwell LLP - March 21, 2014
S&C Memos
March 19, 2014
S&C Memos
March 18, 2014
S&C Memos
March 17, 2014
S&C Memos
March 14, 2014
S&C Memos
March 7, 2014
S&C Memos
March 6, 2014
S&C Memos
March 6, 2014
S&C Memos
March 5, 2014
S&C Memos
March 5, 2014
S&C Memos
February 28, 2014
S&C Memos
February 27, 2014
International Tax Cooperation: OECD Standard for Automatic Exchange of Financial Account Information
Sullivan & Cromwell LLP - February 27, 2014
S&C Memos
February 26, 2014
S&C Memos
February 24, 2014
“Enhanced Prudential Standards” for Large U.S. Bank Holding Companies and Foreign Banking Organizations: Federal Reserve Approves Final Rule Implementing Certain Provisions of Section 165 of the Dodd-Frank Act Increasing Supervision and Regulation of Large U.S. Bank Holding Companies and Foreign Banking Organizations
Sullivan & Cromwell LLP - February 24, 2014
S&C Memos
February 24, 2014
S&C Memos
February 24, 2014
New York City Requires Employers to Provide Reasonable Accommodations to Pregnant Workers: New York City Employers Required to Provide Reasonable Accommodations for Pregnancy, Childbirth and Related Conditions as of January 30, 2014 and to Provide Written Notice to Employees by May 30, 2014
Sullivan & Cromwell LLP - February 24, 2014
S&C Memos
February 19, 2014
Transfer Pricing Audit Roadmap: Internal Revenue Service Provides Guidance to Assist IRS Agents in Planning, Executing and Resolving Transfer Pricing Examinations
Sullivan & Cromwell LLP - February 19, 2014
S&C Memos
February 18, 2014
Changes to UK Corporate Prosecution Regime: Implementation of Deferred Prosecution Agreements and New Sentencing Guidelines
Sullivan & Cromwell LLP - February 18, 2014
S&C Memos
February 11, 2014
Section 4371 Excise Tax on Insurance and Reinsurance Contracts: District Court Holds that Federal Excise Tax Does Not Apply to Retrocession Agreements
Sullivan & Cromwell LLP - February 11, 2014
S&C Memos
February 5, 2014
UK Employment Arrangements: UK Publishes Proposed Tax Measures Against Dual Contracts
Sullivan & Cromwell LLP - February 5, 2014
S&C Memos
February 4, 2014
S&C Memos
January 30, 2014
2014 Proxy Season Developments: SEC Staff Issues Guidance on Unbundling Proposals; ISS Addresses Third-Party Director Compensation, Publishes Updated QuickScore Metrics, Opens Data Verification Period, Requests Comments for Longer-Term Policy Changes, and Issues Other New Policies
Sullivan & Cromwell LLP - January 30, 2014
S&C Memos
January 29, 2014
Chinese Affiliates of Big Four Accounting Firms Ordered Barred from Practicing Before the SEC for Six Months; Suspension Stayed Pending Appeal: Administrative Law Judge Finds that the Firms “Willfully Refused” to Comply with SEC Requests for Audit Work Papers for Issuers Under Investigation for Accounting Fraud
Sullivan & Cromwell LLP - January 29, 2014
S&C Memos
January 27, 2014
Volcker Rule: U.S. Agencies Approve Final Volcker Rule, Detailing Prohibitions and Compliance Regimes Applicable to Banking Entities Worldwide
Sullivan & Cromwell LLP - January 27, 2014
S&C Memos
January 24, 2014
S&C Memos
January 22, 2014
S&C Memos
January 21, 2014
Heightened Risk Governance Standards for Banks and Bank Boards of Directors: Proposed OCC “Guidelines” Would Establish Heightened Standards for Large National Banks’ Risk Governance Frameworks and Boards of Directors, and Accelerate Trends of Regulatory Involvement and Reliance on Enforcement
Sullivan & Cromwell LLP - January 21, 2014
S&C Memos
January 21, 2014
Securities Law—Potential Expansion of Liability Theories Under the Martin Act: New York State Attorney General and BlackRock Settle Investigation into BlackRock’s Analyst Survey Program, Signaling Potential Expansion of Martin Act Liability Under “Insider Trading 2.0” Theory
Sullivan & Cromwell LLP - January 21, 2014
S&C Memos
January 17, 2014
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 17, 2014
S&C Memos
January 16, 2014
Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies: Federal Reserve Seeks Public Comment on New Limitations on Physical Commodities and Merchant Banking Activities Conducted by Financial Holding Companies Under the Bank Holding Company Act
Sullivan & Cromwell LLP - January 16, 2014
S&C Memos
January 15, 2014
Personal Jurisdiction: U.S. Supreme Court Limits General Personal Jurisdiction Over Out-of-State and Foreign Corporations
Sullivan & Cromwell LLP - January 15, 2014
S&C Memos
January 14, 2014
S&C Memos
January 7, 2014
S&C Memos
January 7, 2014
IRS Issues Regulations Regarding Ownership and Information Reporting of Passive Foreign Investment Companies: Final and Temporary Regulations Provide Guidance Regarding Ownership of Passive Foreign Investment Companies and Implement the Annual Report Requirement for Shareholders of Passive Foreign Investment Companies
Sullivan & Cromwell LLP - January 7, 2014
S&C Memos
6 January 2014
Regulatory Capital Requirements: UK Enacts Tax Regime for New Additional Tier 1 and Tier 2 Regulatory Capital Instruments
Sullivan & Cromwell LLP - 6 January 2014
S&C Memos
December 27, 2013
Volcker Rule: Agencies Reviewing Applicability of Volcker Rule to TruPS-Backed CDOs; Intent Appears to Be to Forestall Immediate Write-Downs
Sullivan & Cromwell LLP - December 27, 2013
S&C Memos
December 20, 2013
IRS Issues Final and New Proposed Regulations Implementing the 3.8% Tax on Investment Income: Final Regulations and New Proposed Regulations Implement the 3.8% Tax on Net Investment Income of Individuals, Estates and Trusts with Income in Excess of Statutory Thresholds
Sullivan & Cromwell LLP - December 20, 2013
S&C Memos
December 20, 2013
The New York Nonprofit Revitalization Act of 2013
Sullivan & Cromwell LLP - December 20, 2013
S&C Memos
December 17, 2013
S&C Memos
December 16, 2013
Federal Insurance Office Report: The Federal Insurance Office Releases Report on How to Modernize and Improve Insurance Regulation in the United States
Sullivan & Cromwell LLP - December 16, 2013
S&C Memos
December 13, 2013
Volcker Rule: Agencies Approve Long-Awaited Final Rule; Most Requirements to Take Effect on July 21, 2015
Sullivan & Cromwell LLP - December 13, 2013
S&C Memos
December 12, 2013
S&C Memos
December 12, 2013
S&C Memos
December 12, 2013
S&C Memos
11 December 2013
EU Merger Control: European Commission Simplifies Merger Control Procedures
Sullivan & Cromwell LLP - 11 December 2013
S&C Memos
10 December 2013
UK Employment Arrangements: UK Tax Measures Against Dual Contracts To Be Published in January
Sullivan & Cromwell LLP - 10 December 2013
S&C Memos
6 December 2013
German Merger Control: German Federal Cartel Office Publishes Draft Guidelines on Jurisdiction for Merger Review
Sullivan & Cromwell LLP - 6 December 2013
S&C Memos
6 December 2013
UK Employment Arrangements: UK Plans Tax Measures Against Dual Contracts
Sullivan & Cromwell LLP - 6 December 2013
S&C Memos
December 5, 2013
Activision Blizzard, Inc. v. Hayes: Delaware Supreme Court Rules that Equity Repurchase Is not a Merger, Business Combination or Similar Transaction
Sullivan & Cromwell LLP - December 5, 2013
S&C Memos
December 5, 2013
S&C Memos
December 5, 2013
Withholding Tax on Dividend Equivalent Payments: IRS and Treasury Issue Final and Proposed Regulations on Withholding Tax on “Dividend Equivalent Payments”
Sullivan & Cromwell LLP - December 5, 2013
S&C Memos
3 December 2013
EU State Aid: EU Commission Consults on New Rules on State Aid for Companies in Difficulty
Sullivan & Cromwell LLP - 3 December 2013
S&C Memos
November 25, 2013
Legal Exposure Impact on CCAR 2014
Sullivan & Cromwell LLP - November 25, 2013
S&C Memos
November 22, 2013
New York State Tax Reform Commission Issues Final Report: New York State Tax Reform and Fairness Commission Recommends Merging Bank Tax into Corporate Franchise Tax, Streamlining Corporate Audit Process, Increasing Estate Tax Exemption, Eliminating GST Tax, Reinstating Gift Tax and Closing “DING” Trust Loophole
Sullivan & Cromwell LLP - November 22, 2013
S&C Memos
November 19, 2013
Federal Circuit Clarifies “Nexus” Requirement for Permanently Enjoining Patent Infringement: The Court of Appeals Vacates the District Court’s Denial of Apple’s Request for a Permanent Injunction Against Samsung With Respect to Smartphone/Tablet Utility Patents and Remands for Further Proceedings
Sullivan & Cromwell LLP - November 19, 2013
S&C Memos
November 19, 2013
IRS Issues Directive Revising the Information Document Request Enforcement Process for LBI Examinations: IRS Large Business and International Division Revises and Expands Earlier Directive on Requirements for Revenue Agents Who Issue Information Document Requests
Sullivan & Cromwell LLP - November 19, 2013
S&C Memos
November 18, 2013
CFTC Proposes Position Limit Aggregation Rules: CFTC Proposes Aggregation Standards Applicable to Position Limits for Derivatives
Sullivan & Cromwell LLP - November 18, 2013
S&C Memos
November 18, 2013
S&C Memos
November 18, 2013
CFTC Proposes New Position Limits: CFTC Proposes New Rules to Impose Position Limits on Derivatives on 28 Physical Commodities
Sullivan & Cromwell LLP - November 18, 2013
S&C Memos
November 8, 2013
Hart-Scott-Rodino Act: Federal Trade Commission Amends HSR Act Rules Applicable to Transfers of Exclusive Patent Rights in the Pharmaceutical Industry
Sullivan & Cromwell LLP - November 8, 2013
S&C Memos
November 8, 2013
U.S. District Court Holds That a Foreign Parent Company Can Be Liable for Pension Liabilities of Its U.S. Subsidiary
Sullivan & Cromwell LLP - November 8, 2013
S&C Memos
November 6, 2013
Bank Capital Plans and Stress Tests: Federal Reserve Issues Instructions and Guidance for the 2014 Comprehensive Capital Analysis and Review Program
Sullivan & Cromwell LLP - November 6, 2013
S&C Memos
November 6, 2013
S&C Memos
November 6, 2013
Partial Offer for Chong Hing Bank Limited: Takeover Code Lessons
Sullivan & Cromwell LLP - November 6, 2013
S&C Memos
November 5, 2013
CFTC Proposes New Position Limits and Aggregation Rules: CFTC Proposes New Rules to Impose Position Limits on Derivatives on 28 Physical Commodities, Voluntarily Dismisses Appeal of District Court Decision Vacating Original Position Limit Rules, and Proposes Aggregation Standards Applicable to Position Limits for Derivatives
Sullivan & Cromwell LLP - November 5, 2013
S&C Memos
November 4, 2013
FATCA — Updates and Draft FFI Agreement: IRS Notice Previews Proposed FATCA Guidance and Provides a Draft Agreement for Participating FFIs
Sullivan & Cromwell LLP - November 4, 2013
S&C Memos
October 29, 2013
Basel III Liquidity Framework: Federal Reserve Issues Basel III Liquidity Coverage Ratio Proposal for Large U.S. Banks
Sullivan & Cromwell LLP - October 29, 2013
S&C Memos
October 23, 2013
S&C Memos
October 7, 2013
S&C Memos
October 3, 2013
Asset Management and Financial Stability: Office of Financial Research Publishes Report on “Asset Management and Financial Stability”
Sullivan & Cromwell LLP - October 3, 2013
S&C Memos
October 3, 2013
Credit Risk Retention: Six Federal Agencies Repropose Joint Rules on Credit Risk Retention
Sullivan & Cromwell LLP - October 3, 2013
S&C Memos
October 2, 2013
S&C Memos
September 20, 2013
S&C Memos
September 18, 2013
SEC Proposes CEO Pay Ratio Rule: At Earliest, New Rule Will Not Be Effective Until 2015 Proxy Season; Issuers May Use Sampling and Estimates to Calculate Ratio
Sullivan & Cromwell LLP - September 18, 2013
S&C Memos
September 17, 2013
S&C Memos
September 12, 2013
Broker-Dealer Audit and Reporting Updates: PCAOB Report and New SEC Rules Address Audit, Financial Reporting, Internal Control and Risk Management Issues Relating to Broker-Dealers; These Developments May Be Relevant for Audit Committees of Public Companies that Own Broker-Dealers
Sullivan & Cromwell LLP - September 12, 2013
S&C Memos
September 11, 2013
Bank Capital Plans: Federal Reserve Board Issues Guidance Outlining Supervisory Expectations for Capital Planning at Large Bank Holding Companies
Sullivan & Cromwell LLP - September 11, 2013
S&C Memos
September 11, 2013
S&C Memos
September 10, 2013
S&C Memos
August 30, 2013
Treasury and IRS Issue Revenue Ruling Implementing Windsor Decision: Revenue Ruling 2013-17 Holds that for Federal Tax Purposes, all Legal Same-Sex Marriages will be Recognized, Marital Status will be Based on the Laws of the Place of Celebration, and Domestic Partnerships and Civil Unions will not be Recognized as Marriages
Sulivan & Cromwell LLP - August 30, 2013
S&C Memos
August 29, 2013
S&C Memos
August 22, 2013
S&C Memos
20 August 2013
International Tax Cooperation: OECD Action Plan on Base Erosion and Profit Shifting
Sullivan & Cromwell LLP - 20 August 2013
S&C Memos
August 19, 2013
S&C Memos
9 August 2013
Regulatory Capital Requirements: UK Sets Out Proposed Tax Treatment of New Additional Tier 1 and New Tier 2 Regulatory Capital Instruments
Sullivan & Cromwell LLP - 9 August 2013
S&C Memos
August 7, 2013
S&C Memos
Le 5 août 2013
Droit bancaire et financier: Loi de séparation et de régulation des activités bancaires
Sullivan & Cromwell LLP - Le 5 août 2013
S&C Memos
August 5, 2013
S&C Memos
July 30, 2013
First Circuit Court of Appeals Holds That Private Equity Funds Can Be Liable for Pension Liabilities of Portfolio Companies: First Circuit Holds that a Private Equity Fund Can Be a Member of an ERISA Controlled Group with its Portfolio Companies, and Thus Potentially Be Subject to Pension Liabilities of Portfolio Companies
Sullivan & Cromwell LLP - July 30, 2013
S&C Memos
July 26, 2013
Bank Capital Requirements: Basel Committee Updates Framework for Assessing a Common Equity Surcharge on Global Systemically Important Banks
Sullivan & Cromwell LLP - July 26, 2013
S&C Memos
July 24, 2013
Basel III Liquidity Framework: Basel Committee Publishes Consultative Document Proposing Disclosure Requirements for the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - July 24, 2013
S&C Memos
July 22, 2013
S&C Memos
July 22, 2013
S&C Memos
July 22, 2013
Treaty Treatment of Depositary Receipts Program Payments: IRS Releases Chief Counsel Memorandum Treating Payments to a Non-U.S. Corporate Issuer Pursuant to a Sponsored American Depositary Receipts Program as “Other Income” under U.S. and OECD Model Income Tax Treaties
Sullivan & Cromwell LLP - July 22, 2013
S&C Memos
July 19, 2013
NYSE Voting Requirements: NYSE Eliminates 50% Quorum Requirement
Sullivan & Cromwell LLP - July 19, 2013
S&C Memos
July 15, 2013
“General Solicitation” and Investor Protection in Private Offerings: SEC Adopts Amendments to Rules 506 and 144A to Remove Ban on General Solicitation and Disqualify “Bad Actors” from Rule 506 Offerings; Also Proposes Amendments to Regulation D, Form D and Rule 156 to Address Investor Protection Concerns
Sullivan & Cromwell LLP - July 15, 2013
S&C Memos
July 15, 2013
FATCA: Delayed Start Dates: IRS and Treasury Department Announce Delay of FATCA Implementation
Sullivan & Cromwell LLP - July 15, 2013
S&C Memos
July 12, 2013
New York City’s Earned Sick Time Act: Employers with 20 or more employees must provide up to five days of annual paid sick leave, effective April 1, 2014
Sullivan & Cromwell LLP - July 12, 2013
S&C Memos
July 11, 2013
S&C Memos
Le 8 juillet 2013
S&C Memos
July 3, 2013
S&C Memos
July 3, 2013
S&C Memos
July 2, 2013
S&C Memos
July 2, 2013
Court Vacates SEC Resource Payments Disclosure Rule: Court Rules that Public Disclosure of Issuers’ Reports Is Not a Statutory Requirement and Criticizes the SEC’s Decision Not to Grant an Exemption for Countries that Prohibit Disclosure; Plaintiffs’ Other Challenges Not Addressed
Sullivan & Cromwell LLP - July 2, 2013
S&C Memos
July 1, 2013
S&C Memos
June 28, 2013
S&C Memos
June 27, 2013
Basel III Leverage Ratio Framework: Basel Committee Publishes Consultative Document Proposing Changes to Exposure Measure and Disclosure Requirements
Sullivan & Cromwell LLP - June 27, 2013
S&C Memos
June 27, 2013
FINRA and Private Placements: FINRA Proposal Expands Member Obligations in Connection with Private Offerings Under Rule 5123
Sullivan & Cromwell LLP - June 27, 2013
S&C Memos
June 27, 2013
S&C Memos
June 27, 2013
OCC Lending Limit Final Rule: OCC Issues Final Rule on Lending Limits and Makes Several Key Modifications
Sullivan & Cromwell LLP - June 27, 2013
S&C Memos
June 25, 2013
Employment Discrimination Law: Two U.S. Supreme Court Decisions Clarify Standards of Proof in Certain Workplace Discrimination and Retaliation Claims
Sullivan & Cromwell LLP - June 25, 2013
S&C Memos
June 25, 2013
S&C Memos
June 25, 2013
S&C Memos
June 21, 2013
S&C Memos
June 20, 2013
IRS Issues Internal Directive on Best Practices For Revenue Agents To Follow When Preparing Information Document Requests: IRS Acting Commissioner of the IRS Large Business and International Division Revises Best-Practice Requirements for Revenue Agents Who Issue Information Document Requests After June 30, 2013
Sullivan & Cromwell LLP - June 20, 2013
S&C Memos
June 19, 2013
S&C Memos
June 14, 2013
FCA and Asset Managers. The Next Target?
Sullivan & Cromwell LLP - June 14, 2013
S&C Memos
June 14, 2013
Supreme Court Decision on Gene Patents: Supreme Court Holds Naturally Occurring, Isolated DNA Is Not Patentable, While Synthetic DNA Is Patentable
Sullivan & Cromwell LLP - June 14, 2013
S&C Memos
June 12, 2013
S&C Memos
June 11, 2013
S&C Memos
June 7, 2013
Money Market Mutual Funds: Securities and Exchange Commission Voted Unanimously to Propose Money Market Funds Reforms
Sullivan & Cromwell LLP - June 7, 2013
S&C Memos
June 7, 2013
Cross-Border Security-Based Swaps: SEC Releases Proposed Rules and Guidance on Cross-Border Security-Based Swaps
Sullivan & Cromwell LLP - June 7, 2013
S&C Memos
June 6, 2013
U.S. Branches and Agencies of Foreign Banks: Swaps Push-out Provision: Federal Reserve Issues Rule to Classify Uninsured U.S. Branches and Agencies of Foreign Banks as Insured Depository Institutions for Purposes of the Swaps Push-out Provision of the Dodd-Frank Act and Explain the Process for Obtaining Transition Period Relief
Sullivan & Cromwell LLP - June 6, 2013
S&C Memos
June 3, 2013
S&C Memos
June 3, 2013
NYSE Listing Process: NYSE Proposes to Streamline Listing Application Materials and Processes
Sullivan & Cromwell LLP - June 3, 2013
S&C Memos
June 3, 2013
SEC Staff Guidance on Conflict Minerals and Resource Payments Disclosure: Guidance Addresses Various Questions, Including Application of Rules to Holding Companies and Service Providers, But Significant Issuer Judgment Will Continue to be Required; Clarifies That Form S-3 and F-3 Eligibility Is Not Impacted by Failure to Timely File Form SD
Sullivan & Cromwell LLP - June 3, 2013
S&C Memos
May 28, 2013
Koehler v. NetSpend Holdings Inc.: Delaware Court of Chancery Finds Board Likely Breached Duty of Care for Failing to Waive “Don’t Ask, Don’t Waive” Standstills and Relying on Fairness Opinion the Court Characterized as “Weak” in Single-Bidder Sale With No Market Check; Court Declines to Enjoin Transaction on Balance of the Equities
Sullivan & Cromwell LLP - May 28, 2013
S&C Memos
May 23, 2013
Shareholder Activism and Financial Institutions
Sullivan & Cromwell LLP - May 23, 2013
S&C Memos
May 21, 2013
S&C Memos
May 20, 2013
Dodd-Frank Stress Tests: Federal Reserve Issues Summary Instructions for Dodd-Frank Company-Run, Mid-Year Stress Tests
Sullivan & Cromwell LLP - May 20, 2013
S&C Memos
May 16, 2013
Tax Election to Treat Disposition of Stock of a Subsidiary as a Sale of Its Assets: IRS and Treasury Department Issue Final Regulations Under Section 336(e) of the Code that Allow a Corporation to Treat Certain Dispositions of Stock of a Subsidiary as a Sale of Its Assets
Sullivan & Cromwell LLP - May 16, 2013
S&C Memos
May 14, 2013
En Banc Federal Circuit Affirms That Computer-Implemented Escrow Method Is Not Patent Eligible, But Splits On Applicable Test: Majority Holds That Claims to Escrow Method Are Not Patentable; Equally Divided Court Affirms District Court Holding That Computer System Programmed to Carry Out Method Also Is Not Patent Eligible
Sullivan & Cromwell LLP - May 14, 2013
S&C Memos
May 14, 2013
Basel III Capital Framework: Basel Committee Publishes Consultative Document Proposing Changes to the Capital Treatment of Purchased Credit Protection
Sullivan & Cromwell LLP - May 14, 2013
S&C Memos
May 10, 2013
Bank Regulation: Federal Reserve Board Governor Tarullo Outlines Potential Regulatory Initiatives
Sullivan & Cromwell LLP - May 10, 2013
S&C Memos
May 2, 2013
Cross-Border Security-Based Swap Transactions: SEC Publishes Proposed Rules Regarding Cross-Border Security-Based Swap Transactions
Sullivan & Cromwell LLP - May 2, 2013
S&C Memos
April 30, 2013
S&C Memos
April 29, 2013
Basel Intraday Liquidity Framework: Basel Committee Publishes Final Document on Monitoring Tools for Intraday Liquidity Management
Sullivan & Cromwell LLP - April 29, 2013
S&C Memos
April 19, 2013
S&C Memos
18 April 2013
VAT Cases On Deal Fees and Grouping: BAA Is Denied £6.7m Deduction for Deal Costs; Non-Taxable Persons May Join VAT Groups
Sullivan & Cromwell LLP - 18 April 2013
S&C Memos
April 16, 2013
President Obama's Fiscal Year 2014 Revenue Proposals: Proposals Relating to Domestic Business Taxation
Sullivan & Cromwell LLP - April 16, 2013
S&C Memos
April 15, 2013
Inter-Affiliate Swap Clearing Exemption: CFTC Adopts Final Rules Providing for an Exemption from the Mandatory Clearing Requirement for Inter-Affiliate Swaps
Sullivan & Cromwell LLP - April 15, 2013
S&C Memos
April 15, 2013
President Obama’s Fiscal Year 2014 Revenue Proposals: Proposals Relating to Individuals, Retirement Plans, and Estate and Gift Taxation
Sullivan & Cromwell LLP - April 15, 2013
S&C Memos
April 15, 2013
President Obama’s Fiscal Year 2014 Revenue Proposals: Proposals Relating to International Taxation
Sullivan & Cromwell LLP - April 15, 2013
S&C Memos
April 8, 2013
SEC Guidance on Disclosure Through Social Media: Like Websites, Social Media Can Be a Regulation FD-Compliant Means of Broad Dissemination But Only If the Company Has Taken Steps to Establish It as a Recognized Channel of Distribution; Companies Using Social Media Should Remain Mindful of Antifraud and Other Regulatory Concerns
Sullivan & Cromwell LLP - April 8, 2013
S&C Memos
April 5, 2013
IRS Proposes Regulations on $500,000 Compensation Deduction Limit for Health Insurers: Regulations Follow Prior IRS Guidance, Adding New Exceptions and Rules for Calculating Compensation; Consistent with Prior Guidance, Limit can Apply to Non-Insurers Affiliated with a Health Insurance Provider
Sullivan & Cromwell LLP - April 5, 2013
S&C Memos
March 22, 2013
S&C Memos
March 21, 2013
S&C Memos
March 20, 2013
S&C Memos
March 18, 2013
IRS Seeks Comments on Bilateral Transfer Pricing Safe Harbor: IRS Seeks Public Comments Regarding the Development of a Model Memorandum of Understanding Between U.S. Tax Treaty Partners Outlining Transfer Pricing Safe Harbors for Routine Distribution Services
Sullivan & Cromwell LLP - March 18, 2013
S&C Memos
March 14, 2013
S&C Memos
March 12, 2013
Nasdaq Listing Standards: Nasdaq Proposes to Require Listed Companies to Establish and Maintain an Internal Audit Function
Sullivan & Cromwell LLP - March 12, 2013
S&C Memos
28 February 2013
Recent Developments Regarding Entity Classification for UK Tax Purposes: HMRC v. Anson – is a Delaware LLC “tax-transparent”?
Sullivan & Cromwell LLP - 28 February 2013
S&C Memos
February 28, 2013
S&C Memos
February 27, 2013
S&C Memos
February 27, 2013
Proxy Litigation: Court Enjoins Apple Shareholder Vote on a Charter Amendment Under SEC’s Unbundling Rules but Refuses to Enjoin “Say-on-Pay” Vote Based on CD&A Disclosure
Sullivan & Cromwell LLP - February 27, 2013
S&C Memos
February 26, 2013
FATCA: Final Regulations: Treasury Issues Long-Awaited Final Regulations on FATCA; U.S. Enters into Related Intergovernmental Agreement with Switzerland
Sullivan & Cromwell LLP - February 26, 2013
S&C Memos
February 25, 2013
EU Competition Law Implications of Technology Licensing: European Commission Proposes Changes to Its Technology Transfer Block Exemption Regulation and Guidelines
Sullivan & Cromwell LLP - February 25, 2013
S&C Memos
22 February 2013
Financial Transaction Tax: European Commission Publishes Revised Draft Directive on Financial Transaction Tax
Sullivan & Cromwell LLP - 22 February 2013
S&C Memos
February 21, 2013
S&C Memos
February 13, 2013
Treatment of U.S. Banks’ Foreign Branch Deposits: FDIC Board of Directors Issues Proposed Rule to Exclude All Foreign Branch Deposits of U.S. Banks from the Definition of “Deposit” for Purposes of Deposit Insurance Coverage, But Treat Dually-Payable Foreign Branch Deposits as Deposit Liabilities for Purposes of Depositor Preference
Sullivan & Cromwell LLP - February 13, 2013
S&C Memos
February 8, 2013
District Court Dismisses Claims Based on a Non-Practicing Entity’s Allegedly Fraudulent Efforts to Enforce Its Patents: Court Grants NPE’s Motion to Dismiss RICO, Unfair Competition and Tort Claims After Finding Complaint Allegations Failed to Support Sham Exception to Noerr-Pennington Doctrine
Sullivan & Cromwell LLP - February 8, 2013
S&C Memos
February 8, 2013
S&C Memos
January 31, 2013
Protocol to Japan-U.S. Tax Treaty: Japan and the United States Sign a Protocol Amending the Existing Japan-U.S. Income Tax Treaty
Sullivan & Cromwell LLP - January 31, 2013
S&C Memos
January 29, 2013
S&C Memos
January 25, 2013
S&C Memos
January 17, 2013
S&C Memos
17 January 2013
German Merger Control: German Federal Cartel Office Imposes Landmark Fine on Individual for Incomplete Notification of a Merger
Sullivan & Cromwell LLP - 17 January 2013
S&C Memos
January 15, 2013
Basel III Liquidity Framework: Basel Committee Publishes Changes to the Liquidity Coverage Ratio
Sullivan & Cromwell LLP - January 15, 2013
S&C Memos
January 11, 2013
Hart-Scott-Rodino Act: HSR Act Revised Jurisdictional Thresholds
Sullivan & Cromwell LLP - January 11, 2013
S&C Memos
January 10, 2013
S&C Memos
January 9, 2013
Audit Committees: Potential Areas for Inquiry as a Result of 2010 PCAOB Inspections of Public Company Auditors
Sullivan & Cromwell LLP - January 9, 2013
S&C Memos
January 9, 2013
S&C Memos
January 8, 2013
Portfolio Margining: SEC Order Grants Exemptions to Permit Portfolio Margining of CDS
Sullivan& Cromwell LLP - January 8, 2013
S&C Memos
January 7, 2013
Basel III Liquidity Framework: Basel Committee Announces Summary of Changes to the Basel III Liquidity Coverage Ratio
Sullivan & Cromwell LLP - January 7, 2013
S&C Memos
January 4, 2013
Reporting Requirements for Foreign Financial Accounts: FinCEN Releases Notice Extending Deadline to June 30, 2014 for Certain Signature Authority Filers
Sullivan & Cromwell LLP - January 4, 2013
S&C Memos
January 3, 2013
Fiscal Cliff Legislation Enacted: The American Taxpayer Relief Act of 2012 Enacted
Sullivan & Cromwell LLP - January 3, 2013
S&C Memos
January 2, 2013
Audit Committees: SEC Approves New PCAOB Auditing Standard Relating to Communications Between Auditors and Audit Committees
Sullivan & Cromwell LLP - January 2, 2013
S&C Memos
December 27, 2012
FASB Proposes Major Revisions to Accounting for Credit Losses On Financial Assets: FASB Proposes to Replace the “Probable” or “Incurred” Thresholds for the Allowance for Loan and Lease Losses Under U.S. GAAP With an “Expected Credit Loss” Standard: Potential Impact on Bank Reported Earnings and Capital and on Regulatory Capital Ratios
Sullivan & Cromwell LLP - December 27, 2012
S&C Memos
December 27, 2012
Federal Reserve Supervision: Federal Reserve Updates Consolidated Supervision Framework for Large Financial Institutions
Sullivan & Cromwell LLP - December 27, 2012