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International Developments
Arnold & Porter Discusses the End of LIBOR
Debevoise Discusses When to Disclose a European Deal
In Europe, when negotiating a transaction which may affect the market price of listed instruments of the parties, a key question arises: when to disclose it to the market? The short answer is as soon as possible unless you have …
Will Putting Title III of Helms-Burton Into Effect Open the Litigation Floodgates?
On April 17, 2019, U.S. Secretary of State Mike Pompeo announced that President Trump would not suspend for any additional periods of time Title III of the Cuban Liberty and Democratic Solidarity Act – better known as “Helms-Burton.”[1] Title …
Cleary Gottlieb on France’s New Framework for Approving ICOs
On April 11, 2019, the French parliament adopted a law (the “Loi Pacte”or “Law”)[1] that establishes a new regulatory framework for initial coin offerings (“ICOs”) of blockchain based tokens by entities established or registered in France. At the …
Davis Polk Discusses France’s New Legal Framework for Digital Assets
After becoming one of the first countries to authorize the registration and transfer of unlisted securities using blockchain technology, France has adopted an innovative legal framework governing initial coin offerings (“ICOs”) and digital assets services providers (“DASPs”) with the aim …
Protecting Against Protectionism in EU M&A
In a recent paper, we explore EU law covering EU cross-border mergers. These are typically more difficult and costlier than purely national mergers. Additionally, political hurdles can exist. In a time of global political and institutional transformations away from …
Land of the Falling Poison Pill: Understanding Defensive Measures in Japan
The advent of the “shareholder rights plan,” more popularly known as the “poison pill,” fundamentally altered the trajectory of American corporate governance. Intended to defend vulnerable boards from corporate raiders, the poison pill was embraced by U.S. managers in the …
Cleary Gottlieb Discusses CFIUS and the Unwinding of Kunlun’s Acquisition of Grindr
On March 27, 2019, journalists affiliated with Reuters reported that the Kunlun Group (“Kunlun”), a China-based tech firm, was preparing to sell its wholly owned subsidiary, Grindr, after the Committee on Foreign Investment in the United States (“CFIUS”) informed the …
The Future of Data Driven Finance: Financial Regulation, Data Regulation, and RegTech
Fifty years ago, banking was a relationship business. Bank managers collected information about depositors and borrowers from all sorts of sources, formal and informal. In recent decades, credit decisions have become far more data-driven, with companies like Amazon and the …
Debt Overhang, Rollover Risk, and Corporate Investment: Evidence from the European Crisis
Investment expenditure in Europe collapsed in the aftermath of the 2008 global financial crisis. This collapse followed a boom during which the corporate sector borrowed heavily (Gopinath, Kalemli-Ozcan, Karabarbounis, Villegas-Sanchez, 2017). Figures 1 and 2 illustrate the extent of the …
Debevoise Discusses China’s New Foreign Investment Law
On March 15, 2019, China’s top legislature, the National People’s Congress, passed the long-anticipated new Foreign Investment Law (the “FIL”). Promulgation of this legislation is widely held to have been accelerated in response to changes in China’s economic conditions, in …
Brexit Fools’ Day
March 29 was meant to be Brexit Day, marking the UK’s departure from the EU. Instead, it was yet another day of Brexit high drama as Prime Minister Theresa May’s Brexit deal was voted down for a third time, leaving …
How Workers As Directors Affect Tax Aggressiveness, Earnings Management
Employee participation in corporate decision-making is a trending issue for politicians on both sides of the pond. In the U.S. and the UK, politicians and the popular press are debating whether assigning board seats to workers by law could be …
The Brexit Twilight Zone
More Brexit chaos unfolded last week as the UK Parliament voted (1) for a second time to reject Theresa May’s Brexit deal, (2) to reject a no-deal Brexit and (3) in favor of Brexit delay. Yet these actions seem to …
Skadden Discusses UK Antitrust Authority’s Proposals for More Scrutiny and Weaker Judicial Review
On February 21, 2019, the U.K. Competition and Markets Authority (CMA), at the U.K. government’s request, set out “wide-ranging and radical” proposals to reshape U.K. competition enforcement and consumer protection regime.1
These are proposals at the very earliest stage, …
U.S. Corporate DPA Program: International Embarrassment?
In a forthcoming paper in Arizona State Law Journal, I argue two main points regarding Deferred Prosecution Agreements (DPAs) negotiated between federal prosecutors and corporations accused of misconduct: First, since the recent appellate court ruling in United States v.…
March Madness – Brexit Edition
The countdown to Brexit on March 29 brings new twists and turns every day. On Wednesday, the UK’s House of Commons voted on amendments to the Brexit process, establishing a March timetable for decisions on whether to seek a deal, …
Debevoise & Plimpton Discusses Responsible Investment as an Opportunity for European Funds
European private equity fund managers are well aware that demonstrating a commitment to responsible investment is becoming an essential component of a smooth and successful fundraising. Regulation is only one of the drivers for that change, but it is an …
Debevoise & Plimpton Discusses UK Financial Conduct Authority’s Proposal for Heads of Legal
In a long-awaited but widely-expected development, the UK Financial Conduct Authority (“FCA”) has issued a new consultation paper[1] proposing that Heads of Legal do not need to be designated as Senior Managers under the Senior Managers Regime (“SMR”). Ever …