Remedies for M&A Breach of Contract – The Cineplex Case

By Jonathan Chan and Martin Petrin September 23, 2022 by renholding

A remorseful acquirer wants to get out of a merger or acquisition agreement. It concocts a thin justification, which a court wisely rejects, finding unlawful breach. What is the appropriate remedy for harm done to the target?

While attention has …

Finance Without Law: The Case of China

By Shitong Qiao September 20, 2022 by renholding

In a new article. I investigate how two financial markets of trillions of dollars each have developed extralegally in the past two decades, creating risks of regulatory enforcement actions and contract defaults. More specifically, I examine (1) how Chinese internet …

SEC Accounting Chief Warns Chinese Companies About Risks of Changing Auditors

By Paul Munter September 8, 2022 by renholding

One of the recent central themes of the Office of the Chief Accountant[1] has been that high-quality audits are foundational to the trust that underlies capital markets.[2] High-quality audits protect investors, instill shareholder confidence in the quality of …

ISS Discusses Five Non-U.S. Class Actions Investors Should Pay Attention To

By Jeff Lubitz September 1, 2022 by renholding

As institutional investors know, a vast majority of shareholder related class actions take place in the United States. This is accurate in terms of both newly filed cases and settlements.

However, non-North American shareholder litigation is significantly important to investors …

Corporate Governance and International Law

By Kish Parella August 24, 2022 by renholding

Why should corporate managers comply with international law? International agreements, customary international law, and non-binding recommendations are sources of norms that, if adopted, could address many of the harms that corporations create for society and the planet.

Corporations are increasingly …

Argentina’s Cliffhanger Negotiations on a New Loan Deal with the IMF

By Steven T. Kargman August 19, 2022 by renholding

In late March, Argentina and the IMF agreed on a new arrangement that would enable Argentina to avoid falling into arrears on the IMF’s 2018 loan. However, the agreement was reached only after protracted and tortuous negotiations that dragged on …

Davis Polk Discusses Key Takeaways for Banks of Basel Climate Report

By Margaret E. Tahyar, Luigi L. De Ghenghi, Randall D. Guynn, Eric McLaughlin and Gabriel D. Rosenberg August 8, 2022 by renholding

Here are the key takeaways from the Basel Committee’s final Principles for the Effective Management and Supervision of Climate-Related Financial Risks (the “Basel Principles”).

The core elements of the Basel Principles align closely with proposed principles from the OCC and

…

Sullivan & Cromwell Discusses EU’s Corporate Sustainability Reporting Requirements

By Cathy Clarkin, Olivier de Vilmorin, Marc Trevino, Sarah Mishkin and Sam Saunders August 4, 2022 by renholding

European Union leaders have reached a provisional political agreement on a revised Corporate Sustainability Reporting Directive (“CSRD”) that would introduce more detailed sustainability reporting requirements for all “large” EU companies and companies with securities (including low denomination debt …

Sovereign Debt Restructuring for Emerging Economies in Turbulent Times

By Steven T. Kargman July 26, 2022 by renholding

In a new article, I discuss the impact of the currently turbulent global economic environment on the prospect for sovereign debt defaults and restructurings in emerging economies. I also review three types of emerging markets sovereigns that may be at …

ISS Discusses Securities Class-Action Settlements in First Half of 2022

By Jeff Lubitz July 18, 2022 by renholding

The value of U.S. shareholder class action settlements in the first half of 2022 totaled $2.32 billion, the exact amount as the same period in 2021. However, the quantity of settlements in the first six months of the year increased

…

What the Language of Shareholder Stewardship Can Teach Us

By Dionysia Katelouzou July 13, 2022 by renholding

Stewardship has, along with sustainability, social equality, biodiversity, and climate risk management, emerged in recent years as a favorite buzzword in corporate governance and investment management circles. But the language used by investors to express stewardship objectives and practices varies …

Paul Hastings Discusses Japanese Poison Pills Without Shareholders’ Blessing

By Toshiyuki Arai July 8, 2022 by renholding

In many jurisdictions, poison pills are devised and implemented by the board of directors without shareholders being involved. Since the 2007 Supreme Court case^[1] (in re Bulldog Sauce) in Japan, however, courts have largely relied on the …

ISS Discusses Global Crackdown on ESG Greenwashing

By Thomas Harding, William Cowper, Karina Karakulova and Manpreet Singh Sandhu June 22, 2022 by renholding

The meteoric global rise of ESG investing is increasingly being met with an equally ambitious regulatory disclosure regime, and, targeting greenwashing, policymakers are beginning to bare their teeth. In the latest salvo, on 25 May the US Securities and Exchange …

Does Mandatory Board Gender Balancing Reduce Firm Value?

By B. Espen Eckbo, Knut Nygaard and Karin S. Thorburn June 13, 2022 by renholding

As a social-policy instrument, forced board-gender balancing is in principle unrelated to firms’ economic performance. Nonetheless, imposing such a policy may have unintended consequences (positive or negative) for firm value, which is important for all of a firm’s constituencies – …

Debevoise Discusses European Parliament’s Response to EC’s Proposal to Review AIFMD

By Patricia Volhard, Jin-Hyuk Jang, John Young, Erik Olmesdahl, and Christopher Dortschy June 8, 2022 by renholding

On May 16, 2022, the Committee on Economic and Monetary Affairs (ECON) of the European Parliament published a draft report on the European Commission’s proposal for review of AIFMD. We previously reported on the Commission’s proposal at the end of …

Sullivan & Cromwell Discusses Changes to UK Takeover Code

By Ben Perry, Jeremy Kutner and Matthew Triggs May 23, 2022 by renholding

On May 5, 2022, the U.K.’s Panel on Takeovers and Mergers (the “Panel”) published the results of a consultation that started in December 2021 to review the City Code on Takeovers and Mergers (the “Code”), together …

Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China

By Warren Bailey, Hui Ma, Rongli Yuan and Hong Zou May 18, 2022 by renholding

Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and …

ISS Discusses Japanese Board Independence and Diversity

By Taketoshi Yoshikawa April 28, 2022 by renholding

A recent ISS analysis of Japanese board composition finds a marked uptick in board independence and female board representation. At the close of Japan’s March 2022 “mini-season”, ISS found a 13percentage point jump in companies with at least a one-third

…

Why Corporate America Should Pay Attention to the Proposed EU Directive on Corporate Sustainability Due Diligence

By Luca Enriques and Matteo Gatti April 25, 2022 by renholding

On February 23, 2022, the European Commission issued its long-awaited proposal for a Directive on Corporate Sustainability Due Diligence (the Proposed Directive). Under the Proposed Directive, large companies operating in the EU market must identify, prevent, and mitigate any actual …

Cleary Gottlieb Discusses the LIBOR Act, State Law, and Litigation Risks

By Rishi Zutshi, Jeffrey Karpf, Duane McLaughlin and Elizabeth Chang April 18, 2022 by renholding

On March 15, 2022, President Biden signed into law the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Law”).[1] The objectives of the legislation are to facilitate the transition of legacy LIBOR contracts that either (a) lack LIBOR …

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