January 2020

Paul Weiss Offers M&A at a Glance for December 2019

By Scott A. Barshay, Angelo Bonvino, Ariel J. Deckelbaum, Jeffrey D. Marell, Robert B. Schumer and Taurie M. Zeitzer January 17, 2020 by renholding

M&A activity declined across most measures in December 2019. The number of deals fell by 17.3% in the U.S., to 613, and by 7.1% globally, to 2,665. Total deal value[1] decreased by 21.2% in the U.S., to $122.92 billion, …

On the Use of Option Grants as a Retention Tool

By Erik Lie and Tingting Que January 16, 2020 by renholding

Firms regularly grant stock and stock options to their employees as a way to align the incentives of employees and shareholders. This is particularly relevant for executives, because they routinely make decisions that have an appreciable effect on firm value …

SEC Chair Clayton Speaks at Inaugural Meeting of Asset Management Advisory Committee

By Jay Clayton January 16, 2020 by renholding

I am delighted to welcome you in this new year to the inaugural meeting of the Commission’s newest advisory committee—the Asset Management Advisory Committee, or the “AMAC.”[1] I apologize that I am not there to speak to you in

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“If I Agreed With You, We’d Both Be Wrong:” Section 11 Claims as “Internal Corporate Claims” Under DGCL 115

By Joseph A. Grundfest January 15, 2020 by renholding

Amazon, eBay, Etsy, and Pinterest offer hundreds of items, from t-shirts to coffee mugs to posters, warning against agreement for the sake of agreement.* My wife has, on more than one occasion, reminded me of the danger.[1] And now, …

Akin Gump Offers Top 10 Topics for Directors in 2020

By Kerry Berchem, Christine LaFollette and Jeffrey Kochian January 15, 2020 by renholding

Election and Impeachment

The presidential race will garner much of the attention during the 2020 election cycle, but there is fierce competition elsewhere, too. Republicans and Democrats are fighting for both U.S. House of Representatives and U.S. Senate seats in …

The Role of ESG in the Financial Performance of Banks

By Brando Maria Cremona and Maria Lucia Passador January 14, 2020 by renholding

In a new article, we aim to identify the elements and stages that have led to increased attention to corporate social responsibility issues, especially with regard to environmental, social, and governance factors, and to focus on the meaning of each …

Skadden Discusses Proposed SEC Amendments to Auditor Independence Rules

By Charles F. Smith and Andrew J. Fuchs January 14, 2020 by renholding

On December 30, 2019, the Securities and Exchange Commission (SEC) announced proposed amendments to its auditor independence requirements. Comments on the proposed amendments will be due 60 days after publication in the federal register, meaning comments likely will be due …

Insider Trading: “Blaszczak” Continues the Siege of “Dirks”

By Andrew Vollmer January 13, 2020 by renholding

A major issue in United States v. Blaszczak, 2019 WL 7289753 (2d Cir.), was whether the government needed to prove the elements of a Rule 10b-5 tipping violation from Dirks v. SEC, 463 U.S. 646 (1983), when charging …

Gibson Dunn Offers 2019 Year-End FCPA Update

By F. Joseph Warin, John Chesley and Christopher Sullivan January 13, 2020 by renholding

2019 was, by many measures, the most significant year ever in Foreign Corrupt Practices Act (“FCPA”) enforcement. More than $2.6 billion in corporate fines sets a new high-water mark, driven by the two largest corporate resolutions in the statute’s history. …

Sullivan & Cromwell Discusses Key Considerations for Fiscal-Year 2019 SEC Filings

By Sullivan & Cromwell January 10, 2020 by renholding

As issuers prepare their Form 10-K and 20-F filings for fiscal year 2019, they should consider recent changes to Securities and Exchange Commission (“SEC”) disclosure rules, trending disclosure topics and the implementation of critical audit matters disclosure in the audit …

SEC Chair Clayton Addresses Proposed Order on Access to Equity Market Data

By Jay Clayton January 9, 2020 by renholding

Good morning.  This is an open meeting of the U.S. Securities and Exchange Commission on January 8, 2020, under the Government in the Sunshine Act.  The Commission today will consider a staff recommendation to issue for public comment a Proposed

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SEC Commissioner Jackson Issues Statement on Reforming Stock Exchange Governance

By Robert J. Jackson, Jr. January 9, 2020 by renholding

Thank you as always to our dedicated Staff, especially Christian Sabella, David Shillman, Deborah Flynn, John Roeser, and Jennifer Colihan, for their extensive work on today’s proposed order. I’m also deeply grateful to Division Director Brett Redfearn, whose leadership in …

SEC Commissioner Lee on Proposed Order for Equity Market Data Plans

By Allison Herren Lee January 9, 2020 by renholding

I want to start by thanking Chairman Clayton, Director Redfearn, and our dedicated staff for their work over the past couple of years to address some of the more complex and conflicted areas of equity market structure such as the …

SEC Commissioner Roisman Addresses Proposed Order on Equity Market Data Plans

By Elad L. Roisman January 9, 2020 by renholding

Today, the Commission considers steps to change the governance of equity market data plans under Regulation National Market System (“NMS”) (the “Proposed Order”). The Proposed Order seeks to modernize governance of the Securities Information Processors, or “SIPs,” by providing a

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Artificial Intelligence, Finance, and the Law

By Tom C.W. Lin January 8, 2020 by renholding

The progress and promise realized and presented by artificial intelligence in finance has been remarkable.  It has made finance cheaper, faster, larger, more accessible, more profitable, and more efficient in many ways.  Yet for all the significant progress and promise …

The Elusive Corporate Purpose

By Dalia T. Mitchell January 7, 2020 by renholding

In a recent article[1] I explore the history of the law of corporate purpose, a subject recently highlighted by the Business Roundtable’s “Statement of the Purpose of a Corporation.” This August 19 statement was signed by more than 180 …

Wachtell Lipton Discusses U.S. M&A Antitrust Enforcement for 2019 and the Year Ahead

By Ilene Knable Gotts and Franco Castelli January 7, 2020 by renholding

In a year of robust M&A activity, the U.S. antitrust agencies investigated and challenged transactions in many sectors of the economy.  The Federal Trade Commission and the U.S. Department of Justice initiated court challenges to block four proposed transactions and …

The Future of the Large Law Firm: Growth, Mergers, and Inequality

By John C. Coffee, Jr. January 6, 2020 by renholding

By last count, there are now 29 U.S. law firms with at least 1,000 lawyers.[1]  In a few weeks, this number should rise to 32, primarily as the result of mergers.[2] My prediction is that this number will …

Sullivan & Cromwell Discusses FSOC Changes to Nonbank SIFI-Designation Guidance

By Marion Leydier, William Torchiana, Samuel Woodall, Roderick Gilman and Jeremy Knobel January 6, 2020 by renholding

On December 4, 2019, the Financial Stability Oversight Council (the “Council”) voted unanimously to finalize amendments to its interpretive guidance (the “Final Guidance”) on designating nonbank financial companies as “systemically important financial institutions” (“SIFIs”).…

The New Insider Trading

By Karen E. Woody January 3, 2020 by renholding

Insider trading is back in the news, although some would argue it never left. Last month, the U.S. House of Representatives passed the Insider Trading Prohibition Act, which seeks to create a new provision, Section 16A of the 1934 Securities …