Sky Blog
In BM Brazil & Ors v Sibanye BM Brazil & Anor [2024] EWHC 2566 (Comm), the English Commercial Court decided a buyer was not entitled to rely on a material adverse effect (“MAE”) condition to terminate an M&A transaction, extensively …
I remember that day in 2006 at my OECD office in Paris when a colleague told me he had received a call from the Saudi government. The gentleman on the other end of the line had been inquiring about circuit-breaker …
The venue for stock trading is important. Exchanges provide high immediacy and transparency, while dark markets are slower and more opaque.[1] Traders generally prefer exchanges when they want to capitalize on information before it becomes known but value dark markets …
On 30 September, the UK Digital Securities Sandbox was officially declared open. The announcement was made by the Bank of England (BoE) and the UK Financial Conduct Authority (FCA), following the consultation earlier this year on …
Private firms are the backbone of our economies, influencing everything from investment levels to job creation to market competition. Given their collective significance, various regulatory agencies outside the U.S. impose financial disclosure (and sometimes audit) requirements on these firms. In …
The European Court of Justice (“ECJ”) has upheld an appeal against the European Commission’s ability to accept referrals under Article 22 of the EU Merger Regulation (“EUMR”) from national competition authorities who are not competent to …
In the realm of corporate law, board directors are bound by fiduciary duties of loyalty and care to both the company and its stockholders.[1] The interpretation of these duties, however, is national, even in the European Union, despite its …
Why did two federal courts refuse to throw out Foreign Corrupt Practices Act (FCPA) charges against two different commodities traders? What revisions did Congress make to the Foreign Extortion Prevention Act (FEPA)? How has China increased its anti-corruption scrutiny of …
On August 7, 2024, the UK Financial Conduct Authority (FCA) published an update regarding its ongoing assessment of crypto firms’ adherence to the cryptoasset financial promotions rules introduced in October 2023. See our October 23, 2023 client alert “UK …
Last month the new Labour government in the UK announced in the King’s Speech that it will introduce new artificial intelligence (AI) rules alongside cybersecurity and digital information bills. A brief overview of these developments is set out below.
The U.S. debate on corporate purpose centers on whether corporations should prioritize shareholders’ interests over the well-being of non-shareholder constituencies. Though the debate dates back at least to the 1930’s Berle-Dodd exchange in the Harvard Law Review, it is …
It has often been argued that the ‘S’ in ESG has been overshadowed in the ESG acronym, having long played third-fiddle to corporate governance and environmental concerns. There are various reasons for this, one being that the social pillar has …
Special purpose acquisition companies (SPACs) are shell companies formed with the sole purpose of raising capital through initial public offerings (IPOs) and using the proceeds to acquire private operating companies. While traditionally regarded as vehicles for backdoor listings of weaker …
Over the past decade, corporate social responsibility (CSR) has been an important agenda item in EU-China political dialogue and technical cooperation on promoting decent work and international labor standards. The EU has defined CSR as a process “whereby companies integrate …
Last month, the U.S. smoothly shortened the settlement cycle for equities, corporate bonds, and municipal securities to one day after the transaction date (T+1). This step better unifies the U.S. market structure, where Treasuries, options, and mutual funds already largely …
Following a long and somewhat sleepy existence on the margins of contractual interpretation case law, force majeure clauses (“FMCs”) found themselves subject to a rude awakening with the global onset of COVID in 2020, and consequent interruptions to …
In recent years, China has undertaken massive infrastructure development at home and abroad. Under its widely heralded, globe-spanning Belt and Road Initiative (BRI), China’s financial institutions have financed infrastructure projects in numerous countries around the world. Separately, through its so-called …
Rather than specifically regulating artificial intelligence (AI), the UK government has opted to rely on the existing web of laws and regulations applying to technology across a spectrum of sectors in its jurisdiction. But with this pro-innovation, principles-based approach comes …
On May 24, 2024, the Council of the European Union gave its final approval to the Corporate Sustainability Due Diligence Directive (CSDDD or directive) that was proposed by the European Commission in February 2022.[1] This milestone marks the completion …
Central bank digital currencies (CBDCs) are coming. Around the world, central banks are building CBDCs for testing in trials and pilots, both domestic and cross-border. However, when we talk about CBDCs – especially in international discussions – it is clear …