International Developments

The Bail-In of Credit Suisse CoCos: Why Principal Write-Down Made Sense

By Edoardo Martino and Tom Vos May 12, 2023 by renholding

Credit Suisse (CS) was sold to UBS on March 19, 2023, to avoid its further deterioration from long-lasting distress and widespread distrust, especially after the collapse of Silicon Valley Bank. The most contentious point of the deal may have been …

Cleary Gottlieb Discusses Non-Disclosure Agreements — Are They Effective?

By Sunil Gadhia, James Brady-Banzet, Kieran Rogan, Chris Gollop and Tim Vogel May 2, 2023 by renholding

Over the past several years, the use of non-disclosure agreements (“NDAs”) has received significant public scrutiny following their controversial use in a number of high profile harassment claims.^[1]

NDAs were back in the headlines earlier this year following the …

How Regulation of Share Buybacks and Insider Trading Compare in the U.S. and Europe

By Lance Ang April 21, 2023 by renholding

Share buybacks have returned with a vengeance following the COVID-19 pandemic.[1] The average proportion of buybacks out of aggregate shareholder payouts in 2019-2021 was higher than the historical average during 2005-2019 in the U.S. and Europe.[2] These developments …

Bailout Blues: The Write-Down of the AT1 Bonds in the Credit Suisse Bailout

By Horst Eidenmüller and Javier Paz Valbuena April 17, 2023 by renholding

A key principle of Chapter 11 corporate reorganizations is the “absolute priority rule.” It requires that the claims of a dissenting class of creditors be paid in full before any stakeholders in a class junior to such dissenting …

The Politics of Mandatory Corporate Philanthropy

By Dhruv Aggarwal April 7, 2023 by renholding

How do firms allocate their spending on philanthropic causes or other socially beneficial activities? With 94 percent of large U.S. companies committed to charitable giving and some investors increasingly willing to forego financial returns to advance such activities, this is …

Are Corporate Net-Zero Pledges Just More Greenwash?

By Anita Foerster and Michael Spencer March 29, 2023 by renholding

Since the international Paris Agreement on climate change was adopted in 2015, there has been a massive upsurge in corporate net zero pledges. In our new article, we explored the climate commitments of large Australian companies. We wanted to …

What Should We Do About ChatGPT?

By Roee Sarel March 24, 2023 by renholding

Almost everyone seems to be talking about ChatGPT. This new AI-enabled chatbot, which can swiftly produce answers that feel as if a human wrote them, promises to revolutionize how we generate text. Although ChatGPT emerged just a few months ago, …

ISS Discusses Big EU Changes to Corporate Governance

By Oona Huttunen March 24, 2023 by renholding

The rationale behind a number of recent EU legislation changes focusing on corporate governance has been to prioritise a long-term focus on governance through various transparency measures as well as some concrete requirements for action, and on allowing shareholders and …

Shearman & Sterling Discusses Personal Liability in UK of Directors for Climate Strategy

By Elise Edson, Ben Shorten, Julia Derrick, Trinh Chubbock and Jonathan Swil March 20, 2023 by renholding

In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) ^[1] are being sued in their personal capacity over the company’s energy transition strategy. The claim, which has been filed in the …

Activist Shareholders in Corporate Governance: Lessons from Australia

By Tim Bowley March 14, 2023 by renholding

Much of the debate about activist shareholders is informed by experience in Northern Hemisphere markets, particularly the United States. In my recently published book, I examine the topic from an Australian perspective.

Australia is ideal for exploring shareholder activism for …

Do the Old Rules Apply to ESG Ratings and Benchmarks?

By Matteo Gargantini and Michele Siri March 8, 2023 by renholding

The steady growth of sustainable finance in recent years poses difficult questions on how regulators should approach it. In the European Union (EU), for example, there has been an explosion of new rules aimed at addressing a broad array of …

Debevoise & Plimpton Discusses ESG and Antitrust

By Ted Hassi, Erica Weisgerber, Timothy McIver, Michael Schaper and Ulysses Smith March 8, 2023 by renholding

Companies, banks, insurers and asset managers are increasingly working together within their industries on environmental, social and governance (“ESG”) initiatives to achieve shared goals on climate change, labor rights and other social issues. In the eyes of many, collective action …

The Adani Group Scandal Casts Doubt on the Rule of Law in India

By Georges Ugeux February 27, 2023 by renholding

Sound policymaking has helped India modernize and achieve robust economic growth, positioning it to become an increasingly important player on the world stage. But recent developments – and scandals – show that the government must address some major issues if …

Why the Poison Pill Is Still Relevant After All These Years – Even in Japan  

By Curtis J. Milhaupt and Zenichi Shishido February 23, 2023 by renholding

More than 40 years after its invention by lawyer Martin Lipton, the poison pill remains the subject of important judicial decisions and academic debate over corporate governance questions, in both the United States, its country of origin, and Japan, its …

OECD Presents New Research on Corporate Sustainability

By Serdar Çelik, Caio de Oliveira and Adriana De La Cruz February 22, 2023 by renholding

The Organisation for Economic Co-operation and Development (OECD) has published a new report on sustainability policies and practices for corporate governance. It includes a new dataset comparing the main trends and features of corporate sustainability at the global level, …

ISS Discusses Dual-Class Share Structures in Europe

By Paul Hodgson February 13, 2023 by renholding

While unequal voting structures in the U.S. are commonly associated with technology and media companies, there is no such industry specific tendency in Europe – with its tradition of so-called “loyalty shares” and government ownership. This paper surveying dual class

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Skadden Discusses ESG in 2022 and Predictions for 2023

By Raquel Fox, Marc S. Gerber, Aurora Luoma, Greg Norman and Simon Toms February 10, 2023 by renholding

Following another year of increasing focus on environmental, social and governance (ESG) considerations by companies, investors and regulators alike, ESG appears to have cemented its position in the corporate landscape. As set out in our 28 July 2022 client alert …

Can a Greenhouse Gas Disclosure Rule Lead to Emissions Reductions?

By Sorabh Tomar January 30, 2023 by renholding

In response to growing concern about the effects of climate change, different regions of the world have adopted mandatory greenhouse gas (GHG) disclosure rules, including Australia, the European Union, and the United Kingdom. Notably, the U.S. Securities and Exchange Commission …

Latham & Watkins Discusses 10 ESG Issues to Keep Top of Mind in 2023

By Paul Davies, Sarah Fortt and Betty M. Huber January 11, 2023 by renholding

Both anticipated and less expected changes occurred across the ESG landscape in 2022. Anticipated changes included regulatory developments across the globe, including in the US, the UK, and the EU. Less expected changes included global and regional political shifts, such …

Davis Polk Discusses Antitrust Law and ESG Initiatives

By Sheila R. Adams, Jarrett Arp, Arthur J. Burke, Suzanne Munck af Rosenschold and Emily W. Parento December 12, 2022 by renholding

In the U.S., some members of Congress and state AGs have advocated for greater antitrust scrutiny of industry-wide ESG initiatives, while other state AGs have argued that such initiatives are procompetitive. In the EU and the U.K., competition authorities have …