The European Union published its long-awaited "Omnibus" package, proposing to delay key European ESG rules, while simultaneously reducing the applicability and burden of corporate sustainability reporting and due diligence...more
2/27/2025
/ Carbon Emissions ,
Corporate Governance ,
Corporate Sustainability Reporting Directive (CSRD) ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
Investors ,
Omnibus Guidance ,
Regulatory Requirements ,
Sustainability
2024 was a significant year for merger enforcement worldwide. In the United States, the Biden administration continued the aggressive approach reflected in the revamped Merger Guidelines issued in December 2023. In Europe,...more
The Situation: On September 10, 2024, the UK government published the third National Security and Investment Act 2021 Annual Report ("2023/2024 Annual Report"), revealing longer processing times for foreign direct investment...more
While the total number of filings declined in comparison to recent years, CFIUS's latest Annual Report to Congress highlights an uptick in penalties and an increased use of enforcement tools relating to national...more
On April 11, 2024, the Treasury Department announced a prepublication copy of a proposed rule amending the regulations of the Committee on Foreign Investment in the United States ("CFIUS") (the "Proposed Rule")....more
The European Commission ("Commission") adopted an Industrial Carbon Management Communication ("Communication") on 6 February 2024, outlining the Commission's ambitions for a strategy to boost the deployment of technologies in...more
The Council of the European Union ("EU") approved the Corporate Sustainability Due Diligence Directive ("CS3D") on March 15, 2024. The CS3D contains due diligence and governance obligations that will have an extensive impact...more
3/20/2024
/ Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
EU Directive ,
European Commission ,
Financial Institutions ,
Green Deal ,
Regulatory Agenda ,
Reporting Requirements ,
Risk Assessment ,
Sustainability
The Situation: The Growth Enterprise Market (the "GEM") listing activities in Hong Kong have been declining since 2019, and there was no new listed issuer on the GEM in 2022....more
The Council of Europe and the European Parliament announced on December 14, 2023, that they reached a political agreement on the text of the upcoming European Union ("EU") Corporate Sustainability Due Diligence Directive...more
The Stock Exchange of Hong Kong Limited ("HKEx") introduced a new exemption allowing existing shareholders and cornerstone investors to subscribe for or purchase further securities in an IPO (i.e., to "double dip") under...more
The Development: The Screening of Third Country Transactions Act 2023 (the "STCT Act") was signed into law on October 31, 2023, introducing a new investment screening regime in the Republic of Ireland ("Ireland") with a...more
The EU’s Corporate Sustainability Reporting Directive (“CSRD”) requires the most detailed and onerous ESG reporting and disclosures anywhere in the world. All told, it is estimated that more than 50,000 companies, including...more
9/21/2023
/ Air Pollution ,
Biodiversity ,
Climate Change ,
Disclosure Requirements ,
Due Diligence ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
Parent Corporation ,
Proposed Regulation ,
Proposed Rules ,
Sustainability ,
Water
In Short -
The Background: Luxembourg has introduced a new foreign direct investment regime with a suspensory mandatory notification requirement in relation to investments in a broad range of sectors....more
In Short -
The Development: On 1 June 2023, the Security Screening of Investment, Mergers and Acquisitions Act (Wet Veiligheidstoets investeringen, fusies en overnames) ("the FDI Act") entered into force, introducing a...more
After a record-breaking 2021, deal activity in 2022 dropped by 37%, its largest year-over-year decline since 2001. Facing all the 2022 headwinds, including a difficult and uncertain financing market, the Ukraine war,...more
Since the United Kingdom implemented the National Security and Investment Act in January 2022 ("NSI Regime"), there has been a significant increase in state intervention in, and review of, business transactions in the United...more
The European Parliament has adopted the near-final version of the Corporate Sustainability Reporting Directive under which European Union ("EU") companies (including non-EU companies with substantial business activity in the...more
The Committee on Foreign Investment in the United States ("CFIUS") has released its first-ever enforcement and penalty guidelines—putting industry on notice and inviting self-disclosures....more
In Short The Situation: As businesses continue to grapple with realising the value of business and assets which are potentially impacted by sanctions related to Russia's war in Ukraine, an English company recently utilised...more
The enduring COVID-19 pandemic continued to impact corporate governance practices and trends in 2021, while other notable developments, including a surge in shareholder proposals, changes to the proxy rules, and increased...more
2/4/2022
/ Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Infectious Diseases ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities Regulation ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders
2021 was the year in which superannuation funds took center stage in Australian take-private transactions. In what has been a record year for Australian M&A activity, the weight of money rolling into Australian superannuation...more
"Anti" M&A Activism While the absolute number of companies publicly facing activist demands regarding M&A transactions decreased in 2021 vs. 2020, M&A activism represented an increased share of overall economic demands of...more
China China has increased its efforts to scrutinize global transactions that may implicate national security concerns using its foreign investment security review ("FISR") process....more
Antitrust scrutiny of M&A remained high during 2021, and merging parties continued to make follow-on divestitures designed to obtain antitrust clearance for their main transaction....more
Europe saw a major increase in public M&A activity in 2021, fueled by cheap money and optimism as economies started to emerge from the worst effects of the pandemic. In particular, PE purchasers with dry powder to deploy and...more