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Chicago, Illinois 60606, United States
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Other U.S. Locations
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1,000+ Attorneys

Enforcement of Dodd-Frank Clawback Policies Under Foreign Law

The SEC adopted Rule 10D-1 in October 2022, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy…more

Clawbacks, Executive Compensation, Incentive Compensation, Listing Standards, Publicly-Traded Companies

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Public Notice for Adhesion to Tax Settlement: Tax debts Related to Subsidies for Investments

On May 16, 2024, the Brazilian Internal Revenue Service (“Brazilian IRS”) and the Office of Attorney-General of the National Treasury (“PGFN”) jointly published the Public Notice of Transaction for Adhesion in the Tax Litigation…more

Brazil, International Tax Issues, Investment, Settlement, Subsidies

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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Brasília em Pauta – Edição Nº 149

Prezados e prezadas, O “Brasília em Pauta” é um boletim semanal preparado pela equipe de Contencioso de Brasília, contendo os principais casos a serem julgados pelo Supremo Tribunal Federal (STF), Superior Tribunal de…more

Audits, Brazil, Commercial Court, Constitutional Challenges, Energy Projects

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

See all updates »

Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Updates on Saudi Arabia's Regional Headquarters Program

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA. …more

Business Formation, Corporate Governance, Corporate Structures, Doing Business, Foreign Corporations

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ANPD's New Regulation on Guidelines and Responsibilities of Data Protection Officers in Brazil

The Brazilian Data Protection Authority (ANPD) has published its new regulation on the Data Protection Officer’s (DPO) role. A central figure in privacy governance, the DPO serves as the liaison between the data controller, the…more

Brazil, Compliance, Cybersecurity, Data Controller, Data Management

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20 Years of Sarbanes-Oxley

On July 27, 2022, SEC Chair Gary Gensler gave remarks at the Center for Audit Quality entitled “Sarbanes-Oxley at 20: The Work Ahead.” Chair Gensler highlighted, among other things, impacts on auditing standards, accounting…more

Audits, Corporate Governance, New Guidance, PCAOB, Sarbanes-Oxley

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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The UK Forest Risk Commodity Regulation ("UKFRC") | One to Watch in the Coming Year

INTRODUCTION - Deforestation is now the second leading cause of climate change globally, after burning fossil fuels, and is responsible for around 11% of all greenhouse gas emissions.  In the last 60 years more than half of…more

Agricultural Sector, Biodiversity, Carbon Emissions, Climate Change, Due Diligence

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EBA publishes its report on the creation of an STS framework for synthetic securitisations

Introduction - The European Banking Authority (the “EBA”) has recently published its report on the feasibility of a framework for simple, transparent and standardised (“STS”) synthetic securitisations (the “EBA Report”). The…more

Capital Requirements Regulation (CRR), EU, European Banking Authority (EBA), European Securities and Markets Authority (ESMA), Financial Markets

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AIFMD II – What EU and non-EU fund managers need to know

In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, EU, European Commission

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GenAI Contracting Revisited – What’s New?

In this episode, we revisit the ever-shifting landscape of Generative Artificial Intelligence (GenAI), a topic which has continued to captivate the tech world since our discussion a year ago. With GenAI at the forefront of the…more

Artificial Intelligence, Contract Drafting, Innovative Technology, Intellectual Property Protection, Machine Learning

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The Legal Eye on AI: Intellectual Property and Artificial Intelligence

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Copyright, Copyright Infringement, EU

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Offshore Wind: New California Law Aims to Simplify and Expedite Offshore Wind Energy Development

California recently enacted two laws—the Offshore Wind Expediting Act (SB 286) and the California Offshore Wind Advancement Act (AB 3)—to accelerate the development of offshore wind energy that could have significant…more

California, California Coastal Commission, CEQA, Clean Energy, Energy Policy

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Hong Kong GEM Reforms Will Take Effect on 1 January 2024

In less than three months, the Hong Kong Stock Exchange (HKEX) has adopted all proposals for GEM listing reform from the consultation paper issued in September 2023, with only minor amendments. The reforms will be…more

Financial Markets, Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO), Listing Rules

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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That’s the Ticket? Plaintiffs’ Lawyers Target Ticketing Service Fees in New York

Plaintiffs’ counsel have launched a wave of lawsuits against New York venues and ticket platforms, invoking a recently-enacted provision of New York’s Arts and Cultural Affairs Law. According to these lawsuits, these businesses…more

Disclosure Requirements, Entertainment Industry, Entertainment Venues, Event Tickets, Fees

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New Jersey Delays Its Next Offshore Wind Solicitation for Transmission Planning

The New Jersey Board of Public Utilities (NJBPU) announced that its third solicitation with a capacity target of 1,200 megawatts for New Jersey’s offshore wind (OSW) development will now be released by January 2023, instead of…more

Clean Energy, Electric Generation Suppliers, Electricity, Energy Policy, Energy Projects

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USCIS Fees Increase: Paying the Price of Admission to the United States

On April 1, 2024, US Citizenship and Immigration Services (USCIS) implemented new costs for many common immigration filings, resulting in a fee increase of 100% to 200% for certain benefit requests…more

Fees, Filing Fees, Foreign Workers, H-1B, Immigration Procedures

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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SEC Adopts Final Rules Relating to SPACs, Shell Companies and Projections

On January 24, 2024, the U.S. Securities and Exchange Commission (the “SEC”) adopted new rules and amendments to existing rules and forms (the “Final Rules”) addressing (i) the treatment under the securities laws of special…more

Final Rules, Regulatory Agenda, Regulatory Reform, Securities and Exchange Commission (SEC), Securities Regulation

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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FinCEN Requires Reporting from Dissolved Companies

On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued interpretive guidance explaining that the beneficial ownership information (“BOI”) reporting requirement applies to certain legal entities that have…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Dissolution, FinCEN

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Exploring the Unexpected and Often Unwelcome Federal Income Tax Consequences of Debt Modifications

As a number of debt instruments issued several years ago in a relatively low interest rate environment now have their maturity date approaching in a much higher interest rate environment, borrowers are increasingly seeking to…more

Borrowers, Cancellation of Debt (COD), Debt Instruments, Financial Institutions, Financial Services Industry

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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Federal Reserve Wins Two Master Account Lawsuits

At the end of March, components of the US Federal Reserve System (“FRS” or the “Fed”) prevailed in two lawsuits brought by depository institutions seeking master accounts.1 These decisions have significant implications for the…more

Administrative Procedure Act, Banking Sector, Banks, Commodities, Credit Unions

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Key forthcoming EU legislation on Cybersecurity, Artificial Intelligence, Data and Digital Markets

NETWORK AND INFORMATION SECURITY 2 DIRECTIVE (NIS2) - WHO WILL BE IN SCOPE? Operators of essential and important services across various sectors including energy, transport, banking, health, medical devices, chemicals and…more

Artificial Intelligence, Cybersecurity, Data Management, Digital Marketplace, Digital Services

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What Does the Narrowing Republican House Majority Mean for Congressional Investigations?

Two developments last week threaten to weaken Republican control over the investigative agenda of the US House of Representatives. First, House Republicans’ narrow majority continues to shrink, with Representative Mike Gallagher…more

Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Congressional Subpoenas, Senate Committees

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Testing times for the "Supplier of Last Resort" regime as UK gas prices continue to rise

Kwasi Kwarteng, UK Business and Energy Secretary is reported to have said on 20 September that “My task is to ensure that any energy supplier failures cause the least amount of disruption to consumers”…more

Gas Prices, Infrastructure, Oil & Gas, Suppliers, Supply Chain

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New Resolution on Bidding Procedures Under Concession and Production Sharing Regimes

In order to regulate the bidding procedure for granting exploration and production rights, ANP Resolution No. 969/2024 unified ANP Resolutions No. 24/2013 and No. 18/2015, which addressed, respectively, the bidding procedures…more

Bids, Brazil, Energy Sector, Oil & Gas

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Biden Signs Far-Reaching Executive Order Setting Forth Climate Change Priorities

On January 27, 2021, President Biden signed Executive Order 14008, Tackling the Climate Crisis at Home and Abroad (the “Order”). The Order sets forth the Biden administration’s policies to address climate change through both…more

Biden Administration, Climate Change, Energy Projects, Environmental Policies, Executive Orders

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SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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FSB Raises Concerns With CP and CD Markets

On May 22, 2024, the Financial Stability Board (FSB) issued a report on vulnerabilities in the markets for commercial paper (CP) and negotiable certificates of deposit (CDs). The report analyzes the structure of the markets,…more

Certificate of Deposit, Commercial Paper, Debt Instruments, Financial Markets, FSB

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US Congressional Investigations Continue to Pick Up Steam as 2024 Begins

As the 2024 legislative session commences, Congress is poised to focus on conducting investigations of not only the Biden administration but also the private sector. With most legislative activity largely stalled until after the…more

Biden Administration, Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Legislative Agendas

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United States Considers Deployment of its Military Contractors to Ukraine

The US government could soon allow private US military contractors to operate in Ukraine to maintain and service weapons supplied by the United States (the “MC Policy”), according to a recent CNN news report. This type of…more

Federal Contractors, Foreign Policy, Military Conflict, Military Service Members, NATO

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Emissions on International Flights: ANAC Publishes Regulations Incorporating Corsia Rules in Brazil

On May 14, 2024, Brazil’s National Civil Aviation Agency (“ANAC”) approved Resolution No. 743/2024 (“Resolution”), which regulates the monitoring and offsetting of carbon dioxide (“CO2”) emissions on international flights. Two…more

Aircraft, Airlines, Aviation Industry, Brazil, Carbon Emissions

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Key Takeaways from the CFPB Proposal to Amend Regulation X Mortgage Servicing Rules

Members of Mayer Brown’s Financial Services team summarize the main takeaways of the CFPB’s proposal to amend the Regulation X mortgage servicing rules. We focus on the proposal to amend the requirements for mortgage servicers…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mortgage Servicers, Mortgage Servicing Rules

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SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance…more

C&DIs, Corporate Governance, Disclosure Requirements, New Guidance, Non-GAAP Financial Measures

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SEC Approves Listings of Spot Ether ETFs: Waiting is the Hardest Part

On May 23, 2024, the Staff of the Securities and Exchange Commission’s Division of Trading and Markets (the “SEC”) approved rule changes (so-called “19b-4 forms”) permitting the listing and trading of eight separate…more

Blockchain, Commodities, Cryptoassets, Cryptocurrency, Digital Assets

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Credibly Challenged: Interview with Georges Duponcheele and William Perraudin

Matt Bisanz interviews Georges Duponcheele of MunichRe and William Perraudin of Risk Control Ltd. about their work in developing approaches to securitization capital requirements…more

Banking Sector, Capital Requirements, Consumer Financial Products, Financial Institutions, Financial Markets

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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The Pensions Brief: May 2024

Issues affecting all schemes - General Election – impact on pensions legislation- As a result of Parliament being dissolved ahead of the General Election, the Data Protection and Digital Information Bill, which makes a…more

Employee Benefits, HMRC, Pension Schemes, Pensions, Regulatory Requirements

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Reform of the EU Foreign Direct Investment Screening Regulation – How might M&A Transactions be impacted?

On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider package…more

Acquisition Agreements, Corporate Sales Transactions, EU, Foreign Direct Investment, Member State

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SEC Proposes Amendments to Form PF and Enhanced Reporting for Private Fund Advisers

On January 26, 2022, the US Securities and Exchange Commission (SEC) voted to propose amendments to Form PF in order to enhance the reporting requirements and obligations of certain registered investment advisers to private…more

Comment Period, Financial Regulatory Reform, Form PF, Investment Adviser, Private Funds

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Measure ULA Update: Reported Revenue, Applicability to Foreclosures and Legal Challenges

In a February Legal Update, we analyzed the Taxpayer Protection and Government Accountability Act (the “Taxpayer Protection Act” or the “Act”), a statewide California ballot initiative that could potentially repeal the “mansion…more

Ballot Measures, California, City of Los Angeles, High Net-Worth, Real Estate Transactions

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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REITs’ Clean Energy Tax Credits Transfer Options Under IRA Clarified in Final Regulations

On April 25, 2024, the US Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) issued final regulations (T.D. 9993) (the “final regulations”) concerning the election to transfer certain tax credits…more

Clean Energy, Final Rules, Internal Revenue Code (IRC), IRS, REIT

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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Normative Instruction RFB No. 2,205/2024: Regulation of the Effects Applicable to Cases Decided by CARF by Casting Vote

On July 24, 2024, Normative Instruction No. 2,205/ of the Brazilian Federal Revenue Service (the "Instruction”) was published, that regulates Article 25, paragraph 9-A, and Article 25-A of Decree No. 70,235/1972, establishing…more

Brazil, International Tax Issues, Tax Assessment, Tax Credits, Tax Penalties

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

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Liquidity Covenants To The Fore

WHAT IS A LIQUIDITY COVENANT AND WHY IS IT INTRODUCED? A liquidity covenant is a requirement for a business to maintain a minimum amount of available cash on a balance sheet. Originally Published in Butterworths Journal…more

Balance Sheets, EBITDA, Financial Institutions, Lenders, Liquidity

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Spotlight Q&A with Miriam Bruce and Francesca Ingham: Business Protection & Team Moves

AT A GLANCE - Companies face a range of different challenges when a business is raided such as the impact on clients, the team left behind and the protection of confidential information…more

Doing Business, Employer Liability Issues, Raids, Recruitment Policies, Risk Management

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US Treasury Releases Final Regulations Addressing Domestic Control Determinations Under FIRPTA

On April 24, 2024, the Treasury Department and the IRS released final regulations under Section 897 that change the rules for determining whether qualified investment entities (QIEs) are domestically controlled under the Foreign…more

C-Corporation, FIRPTA, Foreign Ownership, Internal Revenue Code (IRC), IRS

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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What To Know About Home Equity Products

Join us for this episode of Financial Services Focus, where Lauren Pryor, Holly Spencer Bunting and Darius Horton delve into the rising popularity of home equity products, discussing how these offerings provide homeowners with…more

Banking Sector, Consumer Financial Products, Financial Services Industry, HELOC, Home Equity

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US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Infocast’s Wind Finance & Investment Summit Soundbites

Here are soundbites from panelists who spoke at Infocast’s Wind Finance & Investment Summit on February 6 and 7 in Carlsbad, CA. The attendance at the event appeared strong, and the mood was generally optimistic…more

Commercial Bankruptcy, Energy Projects, Energy Storage, Investment Opportunities, PG&E

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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Proposed Nasdaq Rules May Raise Additional Difficulties for Companies in Emerging Markets

On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal…more

Capital Markets, Emerging Markets, Listing Standards, Nasdaq, Publicly-Traded Companies

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CVM edita mais uma norma sobre divulgação de informação acerca de práticas de apoio à diversidade e inclusão por companhias abertas

A Comissão de Valores Mobiliários (“CVM”) editou, na data de ontem (01.02.2024), a Resolução CVM nº 198 (“Resolução CVM 198”), que altera de forma pontual a Resolução CVM nº 80 (“Resolução CVM 80”) para incluir campo específico…more

Brazil, Capital Markets, Corporate Issuers, Diversity and Inclusion Standards (D&I), Publicly-Traded Companies

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CVM publica regras que alteram ritos de participação e votação a distância em assembleias gerais de acionistas

Essa semana (04/06/2024), a Comissão de Valores Mobiliários (CVM) divulgou a Resolução CVM nº 204, que promove alterações na Resolução CVM nº 81/22 e traz inovações nas regras de participação e votação a distância em assembleias…more

Brazil, Business Entities, Corporate Governance, Securities Regulation, Shareholder Meetings

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Normative Instruction RFB No. 2,205/2024: Regulation of the Effects Applicable to Cases Decided by CARF by Casting Vote

On July 24, 2024, Normative Instruction No. 2,205/ of the Brazilian Federal Revenue Service (the "Instruction”) was published, that regulates Article 25, paragraph 9-A, and Article 25-A of Decree No. 70,235/1972, establishing…more

Brazil, International Tax Issues, Tax Assessment, Tax Credits, Tax Penalties

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Our Views on the Proposed FASB and IFRS Payables Reporting Rules

In December 2021 the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) released their proposed amendments to their accounting standards that will require buyers of…more

Accounting Standards, Deadlines, FASB, Financial Reporting, Financial Statements

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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CVM publica regras que alteram ritos de participação e votação a distância em assembleias gerais de acionistas

Essa semana (04/06/2024), a Comissão de Valores Mobiliários (CVM) divulgou a Resolução CVM nº 204, que promove alterações na Resolução CVM nº 81/22 e traz inovações nas regras de participação e votação a distância em assembleias…more

Brazil, Business Entities, Corporate Governance, Securities Regulation, Shareholder Meetings

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Japan Mulls ISSB-Based Sustainability Disclosure, Mandatory After 2027

Japan is considering whether to require all of its primary listed companies to publish an annual sustainability report which substantively conforms with the standards issued by the IFRS’ International Sustainability Standards…more

Capitalization, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG), Financial Services Industry

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New California Anti-Greenwashing Law Goes Live on January 1, 2024 – What you need to know if you make certain “green” claims.

California recently passed the Voluntary Carbon Market Disclosures Act (AB 1305) (VCMDA). The new “anti-greenwashing” law is one of the first laws in the U.S. to not only regulate the voluntary carbon market, but also require…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG), Greenwashing

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1 October 2024 – Important Deadline for DC Pension Schemes

Regulations came into force in 2023 that require trustees of occupational pension schemes that provide DC benefits other than additional voluntary contributions (“relevant schemes”) to include their policy on investment in…more

Employee Benefits, Investment, Pension Schemes, Pensions, Trustees

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House Passes Digital Asset Market Structure Legislation: Financial Innovation and Technology for the 21st Century Act (FIT21)

On May 22, 2024, the US House of Representatives passed H.R. 4763, the Financial Innovation and Technology for the 21st Century Act (FIT21), which would amend existing securities and commodity regulatory statutes to facilitate…more

CFTC, Cryptocurrency, Digital Assets, Financial Regulatory Reform, Investment

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SEC Issues C&DI’s on Filing Fees and XBRL Exhibits

On November 20, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued two new compliance and disclosure interpretations (“C&DIs”) on filing fees and XBRL exhibits. These C&DI’s are summarized below, with…more

C&DIs, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC), XBRL Filing Requirements

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Brazilian Tax Reform: Complementary Bill of Law No. 68/2024

On April 24, 2024, the Executive Branch introduced Complementary Bill of Law No. 68/2024 ("PLP 68" or the “Bill”), which creates the Tax and the Contribution on Goods and Services ("IBS" and "CBS") as well as the Selective Tax…more

Brazil, Goods or Services, International Tax Issues, Tax Liability, Tax Rates

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Brazilian Federal Revenue Establishes Rules for New ‘DIRBI' Tax Return

In a move to regulate the ancillary obligation created by Provisional Measure No. 1,227/2024, on June 18, 2024, the Brazilian Federal Revenue Service (RFB) published Normative Instruction RFB No. 2,198/2024 (the “Instruction”),…more

Brazil, Fines, Tax Benefits, Tax Credits, Tax Incentives

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Asset Protection in Light of Recent Legislative Developments in Mainland China and Hong Kong

Recent legal developments in Mainland China and Hong Kong have introduced new challenges to Mainland Chinese high-net-worth individuals (HNWIs) in protecting their assets from creditors' claims…more

Asset Management, Asset Protection, China, High Net-Worth, Hong Kong

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2023 Trends for Technology Transactions

As 2023 begins, we are coming off many years of fast and frothy innovation with a great deal of new complexity in both products and business models. We now face a downturn. Prominent companies across the economy are announcing…more

Artificial Intelligence, Cloud Service Providers (CSPs), Cost-Savings, Digital Platforms, Economic Downturn

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Labour's Plans for Financial Services Regulation: What We Know

Labour have won the general election, with a landslide victory of 412 seats. We address the question for financial services firms: what are their regulatory plans for financial services? Although their election manifesto was…more

Digital Currency, EU, Financial Institutions, Financial Markets, Financial Regulatory Reform

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HKIAC Updates Flagship Administered Arbitration Rules

For the first time since 2018, Hong Kong International Arbitration Centre (HKIAC) has updated its flagship HKIAC Administered Arbitration Rules (Rules) which will take effect on 1 June 2024.  The key changes include..…more

Arbitration, Arbitration Agreements, Hong Kong, Hong Kong International Arbitration Centre (HKIAC), International Arbitration

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Insurance Technology and Innovation: Meeting Consumer Demands

The way consumers purchase goods and services is rapidly changing, and insurance is no exception. AI, advanced analytics, smart devices and other technologies are enabling new capabilities, and insurance companies, together with…more

Consumer Insurance Products, Innovation, Insurance Contracts, Insurance Industry, Insurtech

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Cancellation of "Spicy" Hong Kong Stamp Duty Measures

Despite cancellation of all "spicy" stamp duty measures, Hong Kong’s Stamp Duty Ordinance has not reverted to its old version. In particular, the rules governing exemption of stamp duty for "nomination" and “series of…more

Hong Kong, Real Estate Investments, Real Estate Transactions, Registration Requirement, Stamp Duty Land Tax

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

Irrevocable Payment Undertakings and Buyer-Led Supply Chain Finance; Mass Confusion Abounds

Many supply chain finance programs are structured on what is called a “buyer-led” or “buyer-focused” basis. In certain of these types of programs, although the bank or other financier providing the program (the “Finance…more

Financing, Goods or Services, Payment Terms, Structured Finance, Suppliers

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I Shall (Not) Be Released: With Purdue Pharma Decision, US Supreme Court Remakes Chapter 11 Landscape

They say every man needs protection, they say that every man must fall. For over 40 years, “the bankruptcy community has recognized the resolution of mass tort claims as a widely accepted core function of bankruptcy courts,” and…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Complex Litigation, Creditors

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Singapore: Restrictive Covenants

AT A GLANCE - Restrictive covenants are a common feature in an employment context, especially for senior employees with special trade connections or who have access to trade secrets…more

Competition, Employees, Employer Liability Issues, Employment Contract, Hiring & Firing

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SFC’s Proposed Changes for Privatisation of Hong Kong’s Real Estate Investment Trusts

The Securities and Futures Commission (SFC) published a consultation paper on 28 March 2024 proposing a statutory scheme of arrangement and compulsory acquisition mechanism for real estate investment trusts (REITs)…more

Hong Kong, Real Estate Investments, Real Estate Market, REIT, SFC

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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On point. – Real Estate Investment Trusts (REITs)

Real estate investment trusts (“REITs”) are professionally managed companies that invest in real estate, mortgages and real estaterelated assets on behalf of their investors. Established in 1960, REITs were designed to…more

Capital Gains, Capital Markets, Capital Raising, Distribution Rules, Initial Public Offering (IPO)

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UK Government consults stakeholders on changes to UK REACH

On 16 May 2024, the UK Government launched an open consultation seeking stakeholders' views on various government proposals and policy options aimed at facilitating the transition of companies from EU REACH to UK REACH, and…more

Hazardous Substances, Imports, Manufacturers, Registration Requirement, Regulatory Requirements

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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Recent Developments in Delaware Officer Exculpation Charter Amendments

Key Takeaways: As noted in our previous Legal Update, the August 2022 amendments to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a Delaware corporation to include an officer exculpation provision in…more

Board of Directors, Corporate Governance, Corporate Officers, Delaware General Corporation Law, Exculpatory Clauses

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Proposed Rule Issued to Implement Cyber Incident Reporting for Critical Infrastructure Act

On March 27, 2024, the Cybersecurity & Infrastructure Security Agency (CISA) within the US Department of Homeland Security released a much-anticipated notice of proposed rulemaking (NPRM) to implement the Cyber Incident…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Data Breach

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Fifth Circuit Vacates Private Fund Adviser Rules

On June 5, 2024, a three-judge panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) unanimously vacated the rule adopted by the US Securities and Exchange Commission (the “SEC”) to enhance the regulation of “private…more

Final Rules, Investment, Investment Advisers Act of 1940, Investment Management, Private Funds

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WHAT’S THE DEAL? Structured Certificates of Deposit

What’s the Deal? - Structured certificates of deposit (“SCDs”) are financial instruments representing a deposit of a specified amount of money for a fixed period of time. As with traditional certificates of deposit (“CDs”),…more

Banks, Certificate of Deposit, Consumer Financial Products, Structured Financial Products

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Ruling on an Issue of First Impression, US COFC Finds Protest Jurisdiction Over Challenge to a Follow-On Production Other Transaction

On July 16, 2024, the Court of Federal Claims (“COFC” or “Court”) published an opinion, Independent Rough Terrain Center, LLC v. United States, exercising jurisdiction to consider a bid protest involving Other Transaction (“OT”)…more

Army, Bid Protests, Bid Solicitation, COFC, Court of Federal Claims

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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New Hampshire Enacts Privacy Law

On March 6, 2024, New Hampshire Governor Chris Sununu signed SB 255 into law, making the Granite State the latest to enact a comprehensive privacy law—the 15th state, if you count Florida’s privacy law of narrower applicability…more

Consumer Privacy Rights, Cybersecurity, Data Privacy, Data Protection, Data Security

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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USTR Finalizes 4-Year Review of Section 301 Tariffs on Imports from China, Increasing Tariffs on Clean Energy Supply Chains

On May 14, 2024, the United States Trade Representative (“USTR”) released the results of its statutorily required review of the tariff actions in USTR’s Section 301 investigation of China’s Acts, Policies, and Practices Related…more

China, Clean Energy, Imports, Section 301, Supply Chain

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The Consequences of the US Supreme Court’s Decision Upholding the CFPB’s Funding Structure

On May 16, 2024, the US Supreme Court upheld the constitutionality of the Consumer Financial Protection Bureau’s (“CFPB”) funding structure in a decision that will have significant ramifications on both the CFPB’s rulemaking and…more

Constitutional Challenges, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Dodd-Frank

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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Outlook for Energy and Tax Policy in 2025

While we await the outcome of the upcoming US elections, stakeholders in the energy tax and policy space should recognize that, regardless of the outcome of the election, there will be plenty of activity in the energy sector in…more

Corporate Taxes, Energy Policy, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS

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CVM publica regras que alteram ritos de participação e votação a distância em assembleias gerais de acionistas

Essa semana (04/06/2024), a Comissão de Valores Mobiliários (CVM) divulgou a Resolução CVM nº 204, que promove alterações na Resolução CVM nº 81/22 e traz inovações nas regras de participação e votação a distância em assembleias…more

Brazil, Business Entities, Corporate Governance, Securities Regulation, Shareholder Meetings

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Significant "True Lender" Changes to Washington Consumer Loan Act Now Effective

Washington recently enacted significant changes to its Consumer Loan Act that may bring certain nonbank loan marketers and program managers within its scope. The Consumer Loan Act requires a license to make consumer loans of any…more

Consumer Financial Products, Consumer Lenders, Financial Services Industry, Loans, Mortgage Lenders

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DGCL Amendments Proposed to Address Recent Delaware Court of Chancery Decisions Affecting Stockholder Agreements, Board Approvals of Merger Agreements and Damages for Lost Stockholder Premiums

Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the…more

Corporate Governance, Delaware General Corporation Law, Elon Musk, Merger Agreements, Shareholder Litigation

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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Governance fit for the 21st century – General code of practice

It has finally arrived! After a lengthy wait, the Pensions Regulator (“TPR”) has published the general code of practice (the “Code”). It is expected to come into effect on 27 March 2024. The Code applies to “governing bodies”…more

Employee Benefits, Financial Services Industry, Pension Reform, Pension Schemes, Pensions

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Market Trends 2020/21: U.S. Tariff Policies

This practice note discusses recent U.S. tariff policies (U.S. Tariff Policies) that potentially have wide-ranging consequences for domestic and international trade and the capital markets. In a period marked by increased…more

Capital Markets, Imports, MD&A Statements, Regulation S-K, Tariffs

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Brazil Publishes Federal Decree Regulating Recycling Incentive Law

On July 11, 2024, the Brazilian federal government published Federal Decree No. 12,106/2024, regulating the tax incentive for the recycling productive chain established by Federal Law No. 14,260/2021, which aims to promote the…more

Brazil, Environmental Social & Governance (ESG), Income Taxes, Recycling, Tax Deductions

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The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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Report by the Joint Committee of the European Supervisory Authorities on the EU Securitisation Regulation

Introduction - The Joint Committee of the European Supervisory Authorities (the "Joint Committee" and the "ESAs", respectively) has published a report on the implementation and functioning of the EU Securitisation…more

EU, European Supervisory Authorities (ESAs), Risk Retention, Securitization, Securitization Market

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Legal Developments in Construction Law: March 2024

NEGATIVE CERTIFICATE AND OVERPAYMENT: CAN AN EMPLOYER GET ITS MONEY BACK? An adjudicator ruled that a contractor had been overpaid on an interim payment cycle and should repay the overpayment to the employer. In proceedings…more

Biodiversity, Construction Project, Construction Workers, Employer Liability Issues, Project Management

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UK GDPR and the Price of Non-Compliance: ICO Issues New Guidance on Calculating Fines

The Information Commissioner's Office (the "ICO") has clarified the methods it will use to calculate the fines it will issue for breaches of data privacy law in the UK by publishing its latest Data Protection Fining Guidance…more

Compliance, Data Privacy, Data Protection, Enforcement, Fines

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Sustainability Coordinators: A Transatlantic Comparison

On April 24, 2024, the Loan Market Association (the “LMA”) published its Sustainability Coordinator Letter (the “LMA Letter”). According to the LMA, the LMA Letter is “intended to provide a starting point for a sustainability…more

Banks, Environmental Social & Governance (ESG), Green Loans, Loan Market Association, Loan Syndication and Trading Association (LSTA)

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Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an…more

Business Disputes, Business Litigation, Competition, Contract Terms, DE Supreme Court

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SEC Adopts Amendments to Regulation S-P

On May 15, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of…more

Broker-Dealer, Cybersecurity, Data Protection, Investment Adviser, Regulation S-P

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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SEC Charges Company for Allegedly Deficient ATM Disclosures

On June 25, 2024, the Securities and Exchange Commission (the “SEC”) charged an advanced materials company and its former executive officers with market manipulation, fraud and other securities law violations.  The charges…more

Enforcement Actions, Financial Markets, Market Manipulation, Regulatory Violations, Securities and Exchange Commission (SEC)

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FinCEN Proposes Rule Reinforcing Financial Institutions’ Duty to Design and Maintain Risk-Based AML/CFT Programs

On June 28, 2024, the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking (“June 2024 NPRM”) to crystalize its long-held expectation that financial institutions use…more

Anti-Money Laundering, Bank Secrecy Act, Banking Sector, Compliance, Financial Institutions

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

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Measure ULA Update: Reported Revenue, Applicability to Foreclosures and Legal Challenges

In a February Legal Update, we analyzed the Taxpayer Protection and Government Accountability Act (the “Taxpayer Protection Act” or the “Act”), a statewide California ballot initiative that could potentially repeal the “mansion…more

Ballot Measures, California, City of Los Angeles, High Net-Worth, Real Estate Transactions

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IRS Guidance on Electric Vehicles

IRS and Treasury today issued Revenue Procedure 2022-42, which includes procedures for manufacturers of electric vehicles..…more

Automotive Industry, Electric Vehicles, Internal Revenue Code (IRC), IRS, Motor Vehicles

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2023 Listed Guidance for NYSE and NYSE American Issuers

On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and…more

Corporate Governance, Financial Markets, Listing Rules, New Guidance, NYSE

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Senate AI Working Group Releases Roadmap for Artificial Intelligence Policy

On May 15, 2024, the Bipartisan Senate AI Working Group—Senate Majority Leader Chuck Schumer (D-NY) and Senators Mike Rounds (R-SD), Todd Young (R-IN), and Martin Heinrich (D-NM)—released a report titled "Driving U.S. Innovation…more

Algorithms, Artificial Intelligence, Automation Systems, Innovative Technology, Machine Learning

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the efficiency…more

Competition, EU, European Commission, European Court of Justice (ECJ), Membership Interest

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

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State Of Sao Paulo Announces First Notice For Paying Debts With Discounts

On February 7, 2024, the State of São Paulo published Resolution PGE/SP No. 06/2024, which regulates the transaction of tax or non-tax debts incurred as overdue liability with the state. Among other relevant provisions, the…more

Brazil, Creditors, Debt, Debtors, International Tax Issues

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Consumer Arbitration in the US

Join us for the latest episode of Financial Services Focus as Andy Demko and Archis Parasharami discuss how consumer arbitration became popular among U.S. businesses in response to class actions from the late 90s onward. The…more

Arbitration, Arbitration Agreements, AT&T Mobility v Concepcion, Class Action, Class Action Arbitration Waivers

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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The European Commission's Revised Market Definition Notice: a Defining Moment?

Modernising Market Definition - Market definition is a foundational concept and key tool for antitrust analysis.  On February 8, the European Commission ("EC") published a final version of its Revised Market Definition Notice…more

Antitrust Provisions, Digital Marketplace, EU, European Commission, Globalization

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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Contracting for Trade Secret Protection in the Post Non Compete Era

In this episode of Tech Talks, we discuss the Federal Trade Commission’s recent ban on non-compete agreements and its implications for employers, as well as strategies for protecting confidential information and trade secrets…more

Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements

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Proposed Regulations on Section 45X Advanced Manufacturing Production Tax Credit

On December 14, 2023, the Department of Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) released proposed regulations to implement the Section 45X advanced manufacturing production credit established by the…more

Batteries, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS, Minerals

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ANP Approves New Resolution on Liquefied Natural Gas (LNG)

On July 2, 2024, Brazil’s National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) published Resolution No. 971/2024 (the “Resolution”), regulating the authorization of the activities of bulk Liquefied Natural Gas (“LNG”)…more

Brazil, Energy Sector, Natural Gas, Oil & Gas, Pipelines

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Facilitating Data Sharing in Open Finance - New Central Bank Resolution

In October of this year, the Central Bank of Brazil announced an important measure to simplify the consent renewal process within the field of Open Finance. Joint Resolution No. 7/2023—which will amend certain articles of Joint…more

Banks, Data Collection, Data Management, Data Protection, Data-Sharing

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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ESMA release Public Statement on Sustainability Disclosures in Prospectuses

On 11 July 2023, the European Securities and Markets Authority (ESMA) published a public statement on sustainability disclosure in prospectuses, available here: ESMA32-1399193447-441 Statement on sustainability disclosure in…more

Disclosure Requirements, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), National Competent Authorities (NCA)

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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Significant "True Lender" Changes to Washington Consumer Loan Act Now Effective

Washington recently enacted significant changes to its Consumer Loan Act that may bring certain nonbank loan marketers and program managers within its scope. The Consumer Loan Act requires a license to make consumer loans of any…more

Consumer Financial Products, Consumer Lenders, Financial Services Industry, Loans, Mortgage Lenders

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United Kingdom: Pension Trustee Diversity - The Role of Employers

In March 2024, TPR announced the results of a 2023 survey on trustee diversity. The results confirm that trustee boards are less diverse than the overall population, with the “typical trustee,” as described by TPR, being “a…more

Corporate Culture, Diversity, Diversity and Inclusion Standards (D&I), Employee Benefits, Pension Schemes

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SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

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SEC Adopts Amendments for Reporting Beneficial Ownership on Schedules 13D and 13G

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the…more

Beneficial Owner, EDGAR, Final Rules, New Regulations, Publicly-Traded Companies

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SEC Investor Advisory Committee Meets and Considers Various Private Placement Related Topics

On September 21, 2023, the U.S. Securities and Exchange Commission’s (the “SEC”) Investor Advisory Committee (“IAC”) met to consider certain matters included on the SEC’s rulemaking agenda for this fall, such as exempt offerings…more

Accredited Investors, Capital Raising, Financial Markets, Regulation D, Regulatory Agenda

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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When the Going Gets Tough the Tough get Going: Brazil Oil & Gas Thrives Despite the Pandemic

Annus horribilis. This is a moniker that oil and gas insiders might well apply to 2020 given the disastrous effects on the industry from Covid-19 pandemic (“Pandemic”) and its accompanying recession which brought a precipitous…more

Brazil, Competitive Bidding, Coronavirus/COVID-19, Divestment, Energy Policy

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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Department of Commerce Seeks Comment on Proposed CIP Requirement and Foreign Access Restrictions for US Infrastructure as a Service (IaaS) Providers

On January 29, 2024, the US Department of Commerce’s Bureau of Industry and Security (the “Department”) issued a notice of proposed rulemaking seeking comment on a proposed regulation in response to the Executive Order (E.O.)…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Computing, Comment Period, Customer Identification Program (CIP)

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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National Contact Points: What are they and why should I care?

Multinational companies are facing increased pressure to ensure that they have adequate ESG-related policies in place and (more importantly) that they are implementing those policies in practice within both their business and…more

Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG), Multinationals, Supply Chain

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US Senate Committee Passes Legislation to Prohibit Agencies from Awarding Contracts to Consulting Firms That Also Work for China and Other Countries

On May 15, 2024, the Senate Homeland Security and Government Affairs Committee (the “Committee”) passed an amended version of the “Time to Choose Act of 2024” (the “Act”) on a bipartisan 10-1 vote. If enacted, the legislation…more

Department of Defense (DOD), Federal Contractors, Foreign Entities, Government Agencies, National Security

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Considerations for MSR Fund Investments

Join us for this episode of Financial Services Focus, where Lauren Pryor, Eric Edwardson, Haukur Gudmundsson and Krista Cooley dive into considerations for MSR (Mortgage Servicing Rights) fund investments and outline the…more

Consumer Financial Products, Financial Services Industry, Mortgage Servicers, Mortgage Servicing Rules, Mortgages

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SEC Adopts Amendments to Accelerated and Large Accelerated Filer Definitions

On March 12, 2020, the US Securities and Exchange Commission (SEC) adopted amendments to the accelerated filer and large accelerated filer definitions in Rule 12b-2 under the Securities Exchange Act of 1934 (Rule 12b-2). The…more

Accelerated Filers, Publicly-Traded Companies, Sarbanes-Oxley, Securities and Exchange Commission (SEC)

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Cloud + Strategic Partnership: The Evolution of Cloud Services

Competition among cloud platform providers is fierce as they scramble for market share and customers. As cloud providers bundle key products and services—such as AI and other tools—with their “basic” cloud offerings to lure and…more

Cloud Computing, Cloud Service Providers (CSPs), Cloud Storage, Partnership Agreements, Strategic Partnerships

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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Mexican Retirement Funds Financial Regulations Amended

On February 16, 2024, the Ministry of Finance and Public Credit, through the National Commission of the Retirement Savings System (“CONSAR”), issued an amendment to the General Financial Provisions of the Retirement Savings…more

CONSAR, Employee Benefits, Financial Services Industry, International Labor Laws, Mexico

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41st Annual Small Business Forum

Recently, the Securities and Exchange Commission (the “SEC”) released its report to Congress summarizing the principal policy recommendations made at the 41st Annual Government-Business Forum on Small Business Capital Formation…more

Capital Formation, Capital Raising, Crowdfunding, Emerging Growth Companies, Investment Funds

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Bills Promoting Board Diversity Advance in Congress

Earlier this month, the U.S. House Financial Services Committee passed, with overwhelming bi-partisan support, three bills to promote gender, racial and ethnic diversity on corporate boards. Although there has been progress in…more

Board of Directors, Corporate Governance, Diversity, Financial Services Committee, Legislative Agendas

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The Pensions Brief - January 2024

General Code – final version published - The Pensions Regulator (TPR) has published the final version of its new General Code and an accompanying consultation response. The Code consolidates ten of TPR’s existing codes of …more

Employee Benefits, HMRC, Pension Schemes, Pensions, Retirement Plan

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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Mozambique Regulates Local Content Obligations of the Concessionaires of Petroleum Rights

On July 5, 2024, the Ministry of Mineral Resources and Energy (Ministério dos Recursos Minerais e Energia - "MIREME") published Ministerial Diploma No. 55/2024 ("DM 55/2024") to establish within the scope of petroleum…more

Compliance, Energy Sector, Goods or Services, Hiring & Firing, Mozambique

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New Abu Dhabi International Arbitration Centre (arbitrateAD) to operate from February 2024

The Abu Dhabi Chamber of Commerce and Industry (the "Abu Dhabi Chamber") recently announced that the Abu Dhabi Commercial Conciliation and Arbitration Centre ("ADCCAC") will be closed and replaced by a newly launched Abu Dhabi…more

Arbitration, Arbitration Agreements, Business Disputes, International Arbitration, Jurisdiction

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

US FERC: The End of Reactive Power Compensation for Generators?

Many electric power generating companies have filed with the Federal Energy Regulatory Commission (“FERC”) to collect reactive power compensation. FERC has now opened a rulemaking proceeding that would largely wind down most…more

Electric Generation Suppliers, Electricity, FERC, Infrastructure, Oil & Gas

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Interoperability a Key Concern for Competition Authorities Around the Globe

The US Federal Trade Commission wound down 2023 by emphasizing its focus on the potential competition and consumer protection effects of companies’ efforts to limit the interoperability of their products and services. In late…more

Anti-Competitive, Antitrust Provisions, Antitrust Violations, Competition, Corporate Counsel

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Contract Disputes Arising from the Ukraine Conflict: Issues, Defenses and Lessons for the Future

The ongoing conflict in Ukraine has had a significant impact on commercial activity for many organizations on a local and international scale. Organizations with commercial operations in the region (both Ukraine and Russia) may…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Terms, Economic Sanctions

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I Shall (Not) Be Released: With Purdue Pharma Decision, US Supreme Court Remakes Chapter 11 Landscape

They say every man needs protection, they say that every man must fall. For over 40 years, “the bankruptcy community has recognized the resolution of mass tort claims as a widely accepted core function of bankruptcy courts,” and…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Complex Litigation, Creditors

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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OPEN Talks: In Conversation with ... Sarah Griffin, HSBC

In this episode of OPEN Talks, our diversity, equity and inclusion podcast series, Louise Fernandes-Owen, Global PSL for the Employment & Benefits Group, meets Sarah Griffin, Head of Diversity, Equity and Inclusion for the…more

Corporate Counsel, Corporate Culture, Corporate Governance, Diversity and Inclusion Standards (D&I), HSBC

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Argentina Passes Sweeping Economic Reforms: Deregulation, Privatizations, and Promotion of Private Investments in Large Projects

On June 27, 2024, the Argentine Congress passed Argentine Law No. 27,742, translated in English as the “Bases and starting points for the liberty of the Argentine people” and commonly referred to in Spanish as the “Ley Bases.”…more

Argentina, Energy Policy, Incentives, Infrastructure, Investment

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UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty -…more

Beneficial Owner, Breach of Duty, Breach of Trust, Business Ownership, Fiduciary Duty

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Brazil: Restrictive Covenants

AT A GLANCE - Despite Brazilian law providing no specific regulations on restrictive covenants, post-termination restrictive covenants are valid in Brazil, particularly among key employees who have valuable connections,…more

Brazil, Employer Liability Issues, Employment Contract, Hiring & Firing, Non-Compete Agreements

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On the Rise: Employment Investigations

WHAT IS AN EMPLOYMENT INVESTIGATION? Employment (or workplace) investigations can take many forms, and can be instigated by an employer, an employee or a third party; for example, investigations that form part of…more

Compliance, Corporate Misconduct, Cross-Border, Employees, Internal Investigations

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US Banking Regulators Finalize Nonbank Lending Reporting Requirements

On May 22, 2024, the US federal banking regulators finalized a new set of reporting requirements for bank loans and commitments to fund finance facilities, private credit lenders, and other nonbank financial entities.This change…more

Banking Regulators, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Industrial Design in the Spotlight: Key Takeaways in Brazil

Investing in the creation of industrial designs is critical in modern business practice, as it allows a company’s product to stand out in an increasingly competitive market dynamic. Just as important as creating distinctive…more

Brazil, Commercial Use, Copyright, Hague Agreement, Industrial Design

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AI-Specific Representations in Tech M&A

Navigating the acquisition of any company which makes substantial use of artificial intelligence (AI) requires a nuanced understanding of both its technological intricacies and legal complexities. As the landscape of AI…more

Acquisitions, Artificial Intelligence, Compliance, Confidential Information, Data Privacy

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Business & Human Rights: Navigating "Minimum Safeguards" under the EU Taxonomy Regulation

The EU Taxonomy Regulation (the "Regulation") is a highly complex piece of legislation which sets out a classification framework in order to determine whether an economic activity carried out by an undertaking is environmentally…more

Compliance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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SEC Adopts Climate Change Disclosure Rules Applicable To Public Companies And Offerings

The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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On the Rise: Employment Investigations

WHAT IS AN EMPLOYMENT INVESTIGATION? Employment (or workplace) investigations can take many forms, and can be instigated by an employer, an employee or a third party; for example, investigations that form part of…more

Compliance, Corporate Misconduct, Cross-Border, Employees, Internal Investigations

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Restructuring Downloaded: Episode 3

In this episode Sheena Frazer and Amy Jacks discuss issues dealing with European assets post Brexit…more

Corporate Restructuring, Debt Restructuring, EU, Financial Accounting, Insolvency

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WHAT’S THE DEAL? Regulation Fair Disclosure

Here’s the deal: Regulation FD is an issuer disclosure rule that prohibits a US public company and certain persons acting on its behalf from selectively disclosing material nonpublic information about itself or its…more

Disclosure, Non-Public Information, Public Disclosure, Publicly-Traded Companies, Regulation FD

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TALF 2020 Update: MLSA, Revised FAQs and Related Program Materials

On May 20, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) announced the first subscription date, June 17, 2020, in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). The Fed also…more

Asset-Backed Securities, Federal Reserve, FRBNY, Master Loan and Security Agreement (MLSA), NRSRO

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Is 2:1 The New 1:1?

Over the years, we have reported on many cases in which courts adhered to the Supreme Court’s guidance in State Farm (and Exxon Shipping Co. v. Baker) that, when compensatory damages are “substantial, a 1:1 ratio of punitive to…more

Compensatory Damages, Constitutional Challenges, Excessive Fines Clause, Punitive Damages, Reversal

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The UCC Amendments and Their Impact on Negotiable Instruments in Trade Finance

In its current form, the Uniform Commercial Code (“UCC”) does little to accommodate emerging technologies such as cryptocurrencies and non-fungible tokens.  In efforts to modernize and adapt the Uniform Commercial Code to newer…more

Digital Assets, E-SIGN, Financial Instruments, Financial Regulatory Reform, Popular

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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Cross-Border Transfer of Evidence from Mainland China under International Commercial Dispute Resolution Scenarios

Cross-border transfer of evidence in litigation or arbitration proceedings is no longer innocuous in today’s world, with countries frequently at odds with each other over data security regulations. This was unexpected a decade…more

Arbitration, China, Cross-Border, Cybersecurity, Data Protection

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Hong Kong Court Grants Declaratory Relief for Unclaimed Vehicles at Car Park

Hong Kong’s District Court recently granted a car park operator default judgment in ATL Logistics Centre Hong Kong Ltd v. Wellfit Chun Yip Logistics Ltd DCCJ 3840/2023 for unpaid parking charges and declarations passing parked…more

Debt, Default Judgment, Hong Kong, Motor Vehicles, Parking Lots

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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BIS Issues First ICTS Ban, Prohibiting Sales and Updates to Kaspersky Products and Services in the US, while OFAC Sanctions Senior Executives and Directors

On June 20, 2024, the Department of Commerce's Bureau of Industry and Security (BIS) issued a Final Determination (“Determination”) prohibiting Kaspersky Lab, Inc.—the US subsidiary of the Russia-based antivirus software and…more

Bureau of Industry and Security (BIS), Data Protection, Enforcement Actions, Kaspersky, National Security

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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Isenção de visto de visita para nacionais dos EUA, Canadá e Austrália é prorrogada para 10 de abril de 2025

Isenção de visto de visita para nacionais dos EUA, Canadá e Austrália é prorrogada para 10 de abril de 2025. O governo federal publicou nesta quarta-feira (10), no diário oficial da União, o Decreto Nº 11.982, de 9 de Abril…more

Brazil, Foreign Nationals, International Travel, Visas

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US IRS Releases Final Regulations Addressing IBOR Transition

As the IBOR transition continues, business teams have frequently heard from their tax departments and advisors that amending existing contracts to add IBOR replacement mechanics or replacing an IBOR rate with a new rate can have…more

Income Taxes, Inter-Bank Offered Rates (IBORs), Interest Rates, IRS, New Guidance

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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Debt Collection During and After the Pandemic: Do Certain US Legislators and Agencies Seek a Debt Collection Ice Age?

As the COVID-19 pandemic rages on, state and federal lawmakers have taken aggressive measures to protect the health and economic security of their citizens, including legislative and regulatory measures limiting or proposing to…more

Coronavirus/COVID-19, Credit Reports, Debt Collection, Eviction, Financial Services Industry

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PCOAB Releases Preview of 2018 Audit Inspection Findings

In May, the Public Company Accounting Oversight Board (“PCAOB”) posted a preview of its staff’s observations made in relation to audits conducted in 2018…more

Audit Reports, Audits, Financial Statements, PCAOB, Publicly-Traded Companies

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Managing Sovereign Immunity Risk on a Transaction – What Commercial Parties Need to Know

AT A GLANCE - State involvement in commercial transactions continues to increase and remains an area of distinct legal risk for commercial parties. The nature of a state's role on any transaction may vary and its…more

Arbitration, Banks, Capital Markets, Commercial Litigation, Creditors

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Investing in or Acquiring a Digital Assets Business? Watch Where You Step – Maximizing Value and Managing Risk in Digital Assets M&A (Part 1)

As applications and use cases for digital assets and their blockchain infrastructure grow and become more sophisticated, investments and valuations for businesses in these areas have grown as well. The growing number of…more

Blockchain, Corporate Sales Transactions, Cryptocurrency, Cyber Threats, Cybersecurity

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EU extends sanctions against Belarus to fight circumvention

Following the adoption of its 14th sanctions package against Russia, the European Union ("EU") extended the scope of its sanctions against Belarus with a view to "mirroring several of the restrictive measures already in place…more

Asset Freeze, Belarus, Economic Sanctions, EU, Foreign Policy

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Initial reflections on the recent ‘one substance, one assessment' EU proposals

On 7 December 2023, the Commission tabled three legislative proposals (the “Proposal(s)”) to implement the "One-substance-one-assessment" (“OSOA”) announced in the European Green Deal and the Chemicals Strategy for…more

Chemicals, Data Management, Environmental Social & Governance (ESG), EU, Green Deal

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EU extends sanctions against Belarus to fight circumvention

Following the adoption of its 14th sanctions package against Russia, the European Union ("EU") extended the scope of its sanctions against Belarus with a view to "mirroring several of the restrictive measures already in place…more

Asset Freeze, Belarus, Economic Sanctions, EU, Foreign Policy

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Human Rights and the Environment: what to expect from the Corporate Sustainability Due Diligence Directive?

Following weeks of uncertainty, the Corporate Sustainability Due Diligence Directive ("CS3D") was finally adopted by the Council of the European Union ("Council") on March 15, 2024…more

Climate Action Plan, Climate Change, Critical Infrastructure Sectors, Due Diligence, Environmental Social & Governance (ESG)

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Mozambique Regulates Local Content Obligations of the Concessionaires of Petroleum Rights

On July 5, 2024, the Ministry of Mineral Resources and Energy (Ministério dos Recursos Minerais e Energia - "MIREME") published Ministerial Diploma No. 55/2024 ("DM 55/2024") to establish within the scope of petroleum…more

Compliance, Energy Sector, Goods or Services, Hiring & Firing, Mozambique

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FCC Declares Authority and Intent to Regulate AI-Generated Calls under the TCPA

On February 8, the Federal Communications Commission (“FCC” or “Commission”) unanimously adopted a Declaratory Ruling (“Ruling”) stating that calls made with AI-generated voices are “artificial” under the Telephone Consumer…more

Artificial Intelligence, Declaratory Rulings, FCC, Regulatory Authority, Regulatory Oversight

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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TALF 2020 Update: MLSA, Revised FAQs and Related Program Materials

On May 20, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) announced the first subscription date, June 17, 2020, in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). The Fed also…more

Asset-Backed Securities, Federal Reserve, FRBNY, Master Loan and Security Agreement (MLSA), NRSRO

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US BOEM Announces Massive Offshore Wind Auction and Much More

On January 12, 2022, the Bureau of Ocean Energy Management (BOEM) announced that it will hold a competitive auction for six lease areas (totaling roughly 488,000 acres) in the New York Bight area, which is off the coast of New…more

Auction, BOEM, Clean Energy, Competitive Bidding, Energy Policy

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Proactive Contracting for Tech Startups: Will Your Commercial & IP Agreements Help or Hinder an Exit?

Whether you are a startup or an acquiring company, there are several steps you should consider ahead of an exit to protect your deal and avoid issues later on. In this episode, Salt Lake City partners Spencer Glende and Scott…more

Acquisitions, Commercial Contracts, Contract Drafting, Exit Strategies, IP Assignment Agreements

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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The 3 E’s for Proactive Compliance Against AI-Washing

On April 15, 2024, Securities and Exchange Commission Division of Enforcement Director Gurbir Grewal delivered remarks during a Program on Corporate Compliance and Enforcement Spring Conference 2024.  He addressed artificial…more

Artificial Intelligence, Innovative Technology, Investment Adviser, Investment Opportunities, Machine Learning

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Health Care Plans and Pharmacy Benefit Managers Targeted in Class Action

Many medical benefit plan fiduciaries contract with pharmacy benefit managers (“PBMs”) to administer the prescription drug portion of their health plans, placing the PBM in charge of day-to-day management of the programs. Under…more

Drug Pricing, Employee Benefits, Employee Retirement Income Security Act (ERISA), Health and Welfare Plans, Johnson & Johnson

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Emissions on International Flights: ANAC Publishes Regulations Incorporating Corsia Rules in Brazil

On May 14, 2024, Brazil’s National Civil Aviation Agency (“ANAC”) approved Resolution No. 743/2024 (“Resolution”), which regulates the monitoring and offsetting of carbon dioxide (“CO2”) emissions on international flights. Two…more

Aircraft, Airlines, Aviation Industry, Brazil, Carbon Emissions

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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EBITDA Adjustments for Lost Revenues Resulting from COVID-19

As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance…more

Accounting Standards, Coronavirus/COVID-19, EBITDA, Financial Reporting, GAAP

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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The Federal Trade Commission’s Final Rule on Non-Competes: the Baby or the Bathwater?

For decades, many courts and legislatures at the state and federal level have largely approved the use of non-compete covenants between employers and employees. The legality of a non-compete provision is routinely determined by…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Labor Laws

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Third Circuit Holds Securitization Trusts Can Be Subject to CFPB Enforcement Authority

In a long-awaited decision, the Third Circuit handed the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) a victory in the National Collegiate Student Loan Trust litigation that could have wide-reaching implications for…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Enforcement Authority, Financial Services Industry

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United States: The Long Read - Lifetime Income Products in CITs on the Rise

As recently noted by the US Department of Labor (“DOL”), since the passage of the Employee Retirement Income Security Act of 1974 (“ERISA”), “the retirement plan landscape has changed significantly, with a shift from defined…more

401k, Annuities, Asset Management, Department of Labor (DOL), Employee Benefits

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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France: Restrictive Covenants

AT A GLANCE - Restrictive covenants are aimed at protecting the company’s economic interests for a short period of time after the termination of the employment relationship…more

Competition, Employees, Employer Liability Issues, Employment Contract, France

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Disclosure and the SFO: is the current regime fit for purpose?

Summary - The UK Serious Fraud Office ("SFO") has had significant problems with disclosure in its complex criminal investigations. The question has to be asked: is the current disclosure regime in criminal cases fit for…more

Artificial Intelligence, Criminal Investigations, Disclosure, Machine Learning, Serious Fraud Office (SFO)

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Federal Court Declares the Corporate Transparency Act Unconstitutional

On March 1, 2024, the US District Court for the Northern District of Alabama declared the Corporate Transparency Act (“CTA”) unconstitutional, and suspended its enforcement against the plaintiffs in that case. While most…more

Beneficial Owner, Commerce Clause, Compliance, Constitutional Challenges, Corporate Transparency Act

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US SEC’s Climate Risk Disclosure Proposal Likely to Face Legal Challenges

Background - On March 21, 2022, the US Securities and Exchange Commission (SEC) voted 3:1 to propose new rules that, if adopted, would require public companies to, among other things, provide audited financial statements…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SEC Reopens Pay Versus Performance Comment Period

On January 27, 2022, the US Securities and Exchange Commission (SEC) voted to reopen the comment period on the pay versus performance rule that it proposed in 2015 (2015 Proposal). The proposed rule being contemplated would…more

Comment Period, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Brazilian Tax Reform: Complementary Bill of Law No. 68/2024

On April 24, 2024, the Executive Branch introduced Complementary Bill of Law No. 68/2024 ("PLP 68" or the “Bill”), which creates the Tax and the Contribution on Goods and Services ("IBS" and "CBS") as well as the Selective Tax…more

Brazil, Goods or Services, International Tax Issues, Tax Liability, Tax Rates

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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The New UK Securitisation Rules

On 30 April 2024 the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published Policy Statements1 (the “Policy Statements”) setting out their final rules relating to securitisation and…more

Financial Conduct Authority (FCA), Financial Markets, Policy Statement, Prudential Regulation Authority (PRA), Securitization

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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I Shall (Not) Be Released: With Purdue Pharma Decision, US Supreme Court Remakes Chapter 11 Landscape

They say every man needs protection, they say that every man must fall. For over 40 years, “the bankruptcy community has recognized the resolution of mass tort claims as a widely accepted core function of bankruptcy courts,” and…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Complex Litigation, Creditors

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Argentina Passes Sweeping Economic Reforms: Deregulation, Privatizations, and Promotion of Private Investments in Large Projects

On June 27, 2024, the Argentine Congress passed Argentine Law No. 27,742, translated in English as the “Bases and starting points for the liberty of the Argentine people” and commonly referred to in Spanish as the “Ley Bases.”…more

Argentina, Energy Policy, Incentives, Infrastructure, Investment

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Considerations for MSR Fund Investments

Join us for this episode of Financial Services Focus, where Lauren Pryor, Eric Edwardson, Haukur Gudmundsson and Krista Cooley dive into considerations for MSR (Mortgage Servicing Rights) fund investments and outline the…more

Consumer Financial Products, Financial Services Industry, Mortgage Servicers, Mortgage Servicing Rules, Mortgages

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Brazilian IRS Clarifies Taxation of Credits Originated from a Court Decision

On December 19, 2023, the Brazilian IRS published COSIT Answer to Advance Tax Ruling Request No. 308/2023 to clarify the Federal Tax Administration’s position regarding the levy of IRPJ, CSLL, PIS and COFINS on credits accrued…more

Brazil, International Tax Issues, Tax Credits, Tax Levy, Tax Liability

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Mexico - District Judge Suspends Amendment of Hydrocarbons Law That Repealed PEMEX’s Asymmetric Regulation

On May 31, 2021, Judge Juan Pablo Gómez Fierro of the Second District Court for Administrative Matters, specialized in Economic Competition, Broadcasting and Telecommunications ("District Judge"), suspended the amendment to the…more

Energy Commissions, Energy Policy, Energy Reform, Hydrocarbons, Mexico

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Asset Protection in Light of Recent Legislative Developments in Mainland China and Hong Kong

Recent legal developments in Mainland China and Hong Kong have introduced new challenges to Mainland Chinese high-net-worth individuals (HNWIs) in protecting their assets from creditors' claims…more

Asset Management, Asset Protection, China, High Net-Worth, Hong Kong

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AI, Allocation of Responsibilities and Liability

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Cybersecurity, Data Protection, Emerging Technologies

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Notice provisions should not become a "technical minefield" says the English Court of Appeal

In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share purchase…more

Appeals, Buyers, Contract Terms, Notice Requirements, Sellers

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The Green Energy Tax Incentives of the Inflation Reduction Act of 2022

Last Wednesday night, after weeks of negotiations, US Senators Joe Manchin and Chuck Schumer reached a deal on an energy and healthcare bill titled the Inflation Reduction Act of 2022 (the “Act”). The Act includes extensive…more

Energy Policy, Energy Projects, Energy Reform, Green Energy, Infrastructure

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The Road Ahead – The Automated Vehicles Bill Becomes Law

The Automated Vehicles Act 2024 (the "Act") received royal assent on 20 May 2024, two days before the general election was announced and the wash-up period began for the now-dissolved Parliament…more

Automotive Industry, Connected Cars, Driverless Cars, Innovative Technology, Motor Vehicles

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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A sustainable automotive sector in the United Kingdom – FAQs on the new UK Battery Strategy

What is the new UK Battery Strategy and why is it important to the automotive sector? On 26 November 2023, the UK Government Department for Business and Trade published the UK Battery Strategy (the "Battery Strategy"),…more

Automotive Industry, Batteries, Electric Vehicles, Investment, Lithium Batteries

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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The New UK Securitisation Rules

On 30 April 2024 the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published Policy Statements1 (the “Policy Statements”) setting out their final rules relating to securitisation and…more

Financial Conduct Authority (FCA), Financial Markets, Policy Statement, Prudential Regulation Authority (PRA), Securitization

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Fifth Circuit Vacates Private Fund Adviser Rules

On June 5, 2024, a three-judge panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) unanimously vacated the rule adopted by the US Securities and Exchange Commission (the “SEC”) to enhance the regulation of “private…more

Final Rules, Investment, Investment Advisers Act of 1940, Investment Management, Private Funds

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France: Restrictive Covenants

AT A GLANCE - Restrictive covenants are aimed at protecting the company’s economic interests for a short period of time after the termination of the employment relationship…more

Competition, Employees, Employer Liability Issues, Employment Contract, France

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

See all updates »

Amendments to the EU Securitisation Regulation – the new synthetic STS framework and adjustments in relation to non-performing exposures

Overview - Two regulations amending the EU Securitisation Regulation1 and the Capital Requirements Regulation2 (the “CRR”) respectively have now come into force. Regulation (EU) 2021/557 of the European Parliament and of…more

Capital Requirements Regulation (CRR), EU, Securitization, Securitization Standards, Special Purpose Entities

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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Brexit: The Way Forward

After three and a half years of negotiations and uncertainty, the United Kingdom left the European Union at 11 p.m. on 31 January 2020. But when will Brexit actually be done? The scale of the task ahead for the UK and EU is…more

EU, Member State, No-Deal Brexit, Trade Relations, Transitional Arrangements

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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New Rev Proc 2020-44 Provides Limited Relief for Amending Legacy Contracts to Add IBOR Fallbacks

On Friday, October 9, 2020, the US Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Financial Services Industry, Inter-Bank Offered Rates (IBORs), ISDA, Legacy Contracts

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France: Restrictive Covenants

AT A GLANCE - Restrictive covenants are aimed at protecting the company’s economic interests for a short period of time after the termination of the employment relationship…more

Competition, Employees, Employer Liability Issues, Employment Contract, France

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Legal Update: regulatory technical standards on homogeneity for STS transactions published in official journal

The EU has, on 6 November 2019, published in the Official Journal a delegated regulation (the “Delegated Regulation”) supplementing the EU Securitisation Regulation (the “Securitisation Regulation”) with regard to regulatory…more

Capital Requirements, Capital Requirements Regulation (CRR), EU, European Securities and Markets Authority (ESMA), Financial Institutions

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

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Third Time’s the Charm? SEC Adopts Final Disclosure Rules for Resource Extraction Issuers

On December 16, 2020, the US Securities and Exchange Commission (SEC), by a 3-2 vote, adopted final rules requiring annual disclosure on Form SD of payments by SEC reporting companies engaged in the commercial development of…more

Disclosure Requirements, Dodd-Frank, Form SD, Natural Resources, Oil & Gas

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

See all updates »

SEC Risk Alert:  Staff Assessment of Risks, Scoping of Examinations, and Requesting of Documents

The Division of Examinations (the “Division”) of the Securities and Exchange Commission (“SEC”) recently issued a Risk Alert (the “Risk Alert”) to SEC-registered broker-dealers providing insight and additional information…more

Broker-Dealer, Financial Services Industry, Investment Adviser, Investment Firms, Risk Alert

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The Road Ahead – The Automated Vehicles Bill Becomes Law

The Automated Vehicles Act 2024 (the "Act") received royal assent on 20 May 2024, two days before the general election was announced and the wash-up period began for the now-dissolved Parliament…more

Automotive Industry, Connected Cars, Driverless Cars, Innovative Technology, Motor Vehicles

See all updates »

Proposed Amendments to Rule 144

In its 2019 Concept Release on Harmonization of Securities Offerings,1 the US Securities and Exchange Commission (SEC) included a section requesting comment regarding resale exemptions, including Rule 144. While the SEC…more

Financial Regulatory Reform, Holding Periods, Publicly-Traded Companies, Resale Exemption, Rule 144

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Cybersecurity Regulations on the March - Part 2

Mayer Brown Partners Ana Bruder, Justin Herring, and Oliver Yaros focus on cybersecurity risks and regulations in the EU and UK. They explore third-party risks, ransomware incidents, and the impact of AI, while examining how…more

Cybersecurity, Data Privacy, Data Protection, Data Security, EU

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New NPL Law in Germany - German Secondary Credit Market Act– Revitalization of the Non-Performing Loans Market and Creating New Market Opportunities?

On 30 December 2023 the German Secondary Credit Market Promotion Act (Kreditzweitmarktförderungsgesetz) entered into force, which simplifies dealing in non-performing loans (“NPLs“) by introducing a new law, the German Secondary…more

Consumer Financial Products, Financial Institutions, Financial Services Industry, Germany, Non-Performing Loans (NPL)

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United States Considers Deployment of its Military Contractors to Ukraine

The US government could soon allow private US military contractors to operate in Ukraine to maintain and service weapons supplied by the United States (the “MC Policy”), according to a recent CNN news report. This type of…more

Federal Contractors, Foreign Policy, Military Conflict, Military Service Members, NATO

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NAV Facilities Appraisal and Valuation Challenge Rights

Net Asset Value ("NAV") credit facilities are lending arrangements underwritten on the borrower’s portfolio of investments, where the amount available for borrowing is based on the value of such underlying portfolio investments…more

Appraisal, Borrowers, Financial Services Industry, Financing, Investment Funds

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

See all updates »

UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

See all updates »

Utah Enacts AI-Focused Consumer Protection Bill

On March 13, 2024, Utah Governor Spencer Cox signed into law the Utah Artificial Intelligence Policy Act (“UAIPA”), which took effect May 1, 2024. The bill imposes disclosure requirements on entities using generative artificial…more

Artificial Intelligence, Automation Systems, Disclosure Requirements, Innovative Technology, Machine Learning

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Nasdaq Proposes to Tighten Non-Compliance Period

On June 21, 2024, The Nasdaq Stock Exchange (“Nasdaq”) filed a proposed rule change with the Securities and Exchange Commission to modify the application of the bid price compliance period as a result of which a company takes…more

Financial Markets, Listing Standards, Nasdaq, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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FASB Rule Proposal regarding Disclosure Requirements for Trade Payables Programs

As we discussed in a previous post, last October the Financial Accounting Standards Board (“FASB”) added the development of guidance on disclosure requirements with respect to trade payables programs to their agenda.  At the…more

Accounting Standards, Disclosure Requirements, FASB, Proposed Rules, Regulatory Agenda

See all updates »

Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

See all updates »

CRD6: Implications for US Fund Finance Lenders

The European Union’s new Capital Requirements Directive 6 (CRD6) introduces significant regulatory changes for non-EU banks operating within EU Member States. This update explores the impact of CRD6 on US lenders providing fund…more

Banks, Capital Requirements, EU, EU Directive, Financial Services Industry

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

See all updates »

A Reminder Of The Circumstances In Which ADR Provisions In Dispute Resolution Clauses Will Not Be Enforced

Will the English Courts always give effect to a mandatory, binding dispute resolution clause that includes ADR as a condition precedent to litigation?  The decision in the recent case of Lancashire Schools v Lendlease serves as…more

Breach of Contract, Commercial Court, Construction Defects, Contractors, Dispute Resolution

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The Biden Infrastructure Plan: Where Do We Go From Here?

On March 31, the Biden Administration released its much-anticipated American Jobs Plan (the “AJP”), which outlines $2.3 trillion of proposed spending on not only traditional infrastructure programs, but also climate change,…more

Biden Administration, Budget Reconciliation, Corporate Taxes, Economic Development, Electric Vehicles

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Requalification des gains issus de Management Packages en salaires et interposition d'une holding personnelle : nécessité pour l’administration fiscale de Mettre En Œuvre La Procédure De L’abus De Droit (CAA Paris, 7ÈME CH., 07/02/2024, N° 22PA02007)

La Cour administrative d'appel de Paris rejette la requête de l'administration fiscale tendant à la requalification en salaires de gains réalisés par la holding personnelle d’un dirigeant lors de la cession de titres acquis dans…more

Capital Gains, Employee Benefits, Financial Instruments, France, International Tax Issues

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Outline CRR III / CRD VI - Final Basel III Standards

I. IMPLEMENTING BASEL III THROUGH THE CRR III REGULATION - The Basel III standards comprise a package of reforms that were largely agreed by the Basel Committee on Banking Supervision ("BCBS") in December 2017 and set out in…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Basel III, Borrowers, Capital Markets

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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What To Know About Home Equity Products

Join us for this episode of Financial Services Focus, where Lauren Pryor, Holly Spencer Bunting and Darius Horton delve into the rising popularity of home equity products, discussing how these offerings provide homeowners with…more

Banking Sector, Consumer Financial Products, Financial Services Industry, HELOC, Home Equity

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A Look Ahead

Join us for the first episode of Mayer Brown’s Financial Services Focus series. Financial Services Focus will provide updates on the key legal issues affecting financial products across legal disciplines. This podcast series…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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United States Considers Deployment of its Military Contractors to Ukraine

The US government could soon allow private US military contractors to operate in Ukraine to maintain and service weapons supplied by the United States (the “MC Policy”), according to a recent CNN news report. This type of…more

Federal Contractors, Foreign Policy, Military Conflict, Military Service Members, NATO

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Adler: Court of Appeal sets aside sanction of a Restructuring Plan

In the first appeal of a restructuring plan under Part 26A Companies Act 2006, the English Court of Appeal unanimously set aside the first instance decision sanctioning the plan proposed by AGPS BondCo PLC, part of the Adler…more

Bankruptcy Code, Bankruptcy Court, Commercial Bankruptcy, Cramdown, Creditors

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The US Moving Toward Adopting New Climate Disclosures

On June 21, 2021, US financial regulators met with US President Joe Biden to discuss the US economy and update him on their efforts to address climate-related risks.  According to the White House readout of the meeting, the…more

Biden Administration, CCAA, Climate Change, Corporate Counsel, Corporate Governance

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Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks

On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback…more

Alternative Reference Rates Committee (ARRC), Derivatives, Financial Services Industry, IRS, ISDA

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Consultation on UK Carbon Border Adjustment Mechanism ("CBAM")

The UK Government launched a Consultation on the introduction of a UK CBAM on 21 March 2024.  The Consultation closes on 13 June 2024.  This follows the announcement, in December 2023, that the UK would implement a UK CBAM…more

Carbon Emissions, Climate Change, Environmental Policies, Goods or Services, Imports

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Three-Body Problem: Challenges and Considerations for a First-of-Its-Kind Triple-Token Merger

Token holders for three different decentralized protocols have recently proposed a first-of-its-kind merger of tokens that would create an “Artificial Superintelligence Alliance” (“Alliance”) with a single token and a new,…more

Artificial Intelligence, Blockchain, Decentralized Finance (DeFi), Digital Assets, Exchange Tokens

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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The SEC’s New Look

Regular visitors to SEC.gov know this already, but the Commission has reformatted and reorganized its website. SEC practitioners everywhere have long recognized the site as an indispensable resource. Users are afforded…more

EDGAR, Online Platforms, Publicly-Traded Companies, Required Forms, Securities and Exchange Commission (SEC)

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NAV Facilities Appraisal and Valuation Challenge Rights

Net Asset Value ("NAV") credit facilities are lending arrangements underwritten on the borrower’s portfolio of investments, where the amount available for borrowing is based on the value of such underlying portfolio investments…more

Appraisal, Borrowers, Financial Services Industry, Financing, Investment Funds

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Novel Coronavirus (COVID-19): Considerations in M&A Due Diligence

Virtual Due Diligence Capabilities - As a general matter, the parties in an M&A transaction need to consider whether the target company has established sufficient protocols to enable due diligence to be conducted entirely…more

Acquisition Agreements, Coronavirus/COVID-19, Data Privacy, Due Diligence, Employee Benefits

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Spotlight Q&A with Miriam Bruce and Francesca Ingham: Business Protection & Team Moves

AT A GLANCE - Companies face a range of different challenges when a business is raided such as the impact on clients, the team left behind and the protection of confidential information…more

Doing Business, Employer Liability Issues, Raids, Recruitment Policies, Risk Management

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Through the Looking Glass: US Internal Revenue Service Finalizes Cryptocurrency Tax Reporting Regulations

In August 2023, the US Internal Revenue Service (“IRS”) proposed regulations to fulfill the Congressional mandate to require US tax reporting of digital asset transactions by brokers and other intermediaries. After evaluating…more

Cryptocurrency, Digital Assets, Income Taxes, Internal Revenue Code (IRC), IRS

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US, EU and UK Adopt New Russia Sanctions and Export Controls as Ukraine War Hits Two-Year Mark

Following the invasion of Ukraine by Russia on February 24, 2022, the United States ("US"), the European Union ("EU"), and the United Kingdom ("UK") adopted—together with their allies—successive waves of sanctions, in an…more

Critical Infrastructure Sectors, Economic Sanctions, Entity List, EU, Export Controls

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Japan Mulls ISSB-Based Sustainability Disclosure, Mandatory After 2027

Japan is considering whether to require all of its primary listed companies to publish an annual sustainability report which substantively conforms with the standards issued by the IFRS’ International Sustainability Standards…more

Capitalization, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG), Financial Services Industry

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Restructuring Downloaded: Episode 3

In this episode Sheena Frazer and Amy Jacks discuss issues dealing with European assets post Brexit…more

Corporate Restructuring, Debt Restructuring, EU, Financial Accounting, Insolvency

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2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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CFIUS Proposes Rule to Expand its Real Estate Transaction Purview

On July 8, 2024, the US Department of the Treasury, in its capacity as chair of the Committee on Foreign Investment in the United States (CFIUS), published a proposed rule that would expand the list of national security…more

CFIUS, Critical Infrastructure Sectors, Foreign Investment, Jurisdiction, National Security

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English High Court Sets Aside Fundamental Rights to Support CMA Raids of Private Residential Premises | Consequences for Businesses, Their Executives and Employees

The English High Court has issued a landmark judgment confirming the ability of the UK Competition and Markets Authority ("CMA") to conduct raids of private residential premises when investigating suspected cartels…more

Cartels, Competition, Electronic Devices, Evidence, Investigations

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New Mexican Power Regulatory Framework – Defense Mechanisms Available to Investors

The current administration has sustained an attack against the electricity legal framework established by its predecessor. The new framºework reflects a major change in policy concerning the participation of the private sector…more

Competition, Electricity, Energy Policy, Energy Reform, Investor Protection

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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Final Guidance Issued on “Foreign Entity of Concern” Criteria

On May 3, 2024, the US Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) issued final regulations (T.D. 9995) concerning the clean vehicle credit under Section 30D of the Internal Revenue Code (the…more

Department of Energy (DOE), Final Rules, Foreign Entities, Inflation Reduction Act (IRA), Internal Revenue Code (IRC)

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The Pensions Brief: June 2024

Issues affecting all schemes - General Election – impact on pensions - The General Election resulted in a landslide victory for the Labour Party. While no pensions-related announcements have been made since the election by the…more

Asset Management, Employee Benefits, Environmental Social & Governance (ESG), Financial Institutions, Investment

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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JAMS Adopts New Mass Arbitration Rules and Fee Schedules

For businesses that use consumer and workplace arbitration agreements designating JAMS as their arbitration administrator, there is an important new development: JAMS has announced new Mass Arbitration Procedures and Guidelines…more

American Arbitration Association, Arbitration, Arbitration Agreements, Arbitrators, Class Action

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The Promise and Potential of Blockchain and New UCC Article 12

Executive Summary: In the summer and fall of 2022, electronic transactions were undergoing a sea change, but riding different tides: in the summer, the Uniform Law Commission approved a set of amendments to the Uniform…more

Blockchain, Cryptocurrency, Digital Assets, E-SIGN, Electronic Data Transmissions

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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Do reasonable endeavours require accepting non-contractual performance to reach a reasonable outcome?

In the UK Supreme Court's judgment in RTI Ltd v MUR Shipping BV [2024] UKSC 18, which was handed down last week, it considered what obligations the words “reasonable endeavours” placed on a party, in the context of a force…more

Arbitration, Business Disputes, Business Litigation, Contract Disputes, Contract Terms

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FinCEN Requires Reporting from Dissolved Companies

On July 8, 2024, the Financial Crimes Enforcement Network (“FinCEN”) issued interpretive guidance that requires certain legal entities that have been dissolved or otherwise ceased to exist to file beneficial ownership…more

Anti-Corruption, Beneficial Owner, Corporate Dissolution, Corporate Transparency Act, Financial Crimes

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The Consequences of the US Supreme Court’s Decision Upholding the CFPB’s Funding Structure

On May 16, 2024, the US Supreme Court upheld the constitutionality of the Consumer Financial Protection Bureau’s (“CFPB”) funding structure in a decision that will have significant ramifications on both the CFPB’s rulemaking and…more

Constitutional Challenges, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Dodd-Frank

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ESMA publishes guidelines on establishing harmonised criteria for use of ESG and sustainability-related terms in fund names

On 14 May 2024, the European Securities and Markets Authority ("ESMA") published its final report on "Guidelines on funds’ names using ESG or sustainability-related terms" (the "Guidelines"). The Guidelines aim to provide fund…more

Alternative Investment Fund Managers Directive (AIFMD), Capital Markets, Climate Action Plan, Climate Change, Environmental Social & Governance (ESG)

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The Private Fund Adviser Rule and the Kirschner Decision: An August Doubleheader

The regulatory and judicial developments of the last few days relating to the loan markets and to loan funds have been significant. On Tuesday, lenders and borrowers were concerned about a world in which syndicated and…more

Collateralized Loan Obligations, Consumer Financial Products, Financial Institutions, Financial Services Industry, Loans

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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CFIUS Proposes Rule to Expand its Real Estate Transaction Purview

On July 8, 2024, the US Department of the Treasury, in its capacity as chair of the Committee on Foreign Investment in the United States (CFIUS), published a proposed rule that would expand the list of national security…more

CFIUS, Critical Infrastructure Sectors, Foreign Investment, Jurisdiction, National Security

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Ninth Circuit Affirms Dismissal in Stock-Drop Lawsuit, Citing Shareholder’s “Implausible” Scienter Theory

On June 10, 2020, the US Court of Appeals for the Ninth Circuit affirmed the dismissal of a putative securities fraud class action against Endologix, Inc., a medical device company, on the grounds that the shareholder’s core…more

FDA Approval, Food and Drug Administration (FDA), Inflated Projections, Medical Devices, Misleading Statements

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Hong Kong Proposes a Legal Framework for Regulating Critical Infrastructures

INTRODUCTION - The acceleration of cyber-attacks on companies in Hong Kong in the last year or so (– with over 60 notifications of such attacks being received by the Office of the Privacy Commissioner of Hong Kong in 2023,…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Threats, Cybersecurity, Cybersecurity Framework

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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Outlook for Energy and Tax Policy in 2025

While we await the outcome of the upcoming US elections, stakeholders in the energy tax and policy space should recognize that, regardless of the outcome of the election, there will be plenty of activity in the energy sector in…more

Corporate Taxes, Energy Policy, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Whose Role is It Anyway? Distinguishing Corporate Officers from Directors

Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally implement…more

Board of Directors, Corporate Governance, Corporate Officers, Corporate Transparency Act, Directors

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Final Regulations Issued on Prevailing Wage and Apprenticeship Requirements under the Inflation Reduction Act

On June 18, 2024, the US Internal Revenue Service (“IRS”) and Department of the Treasury (“Treasury”) issued final regulations (“Final Regulations”) establishing rules for taxpayers intending to satisfy the prevailing wage and…more

Apprenticeships, Energy Projects, Final Rules, Inflation Reduction Act (IRA), Investment Tax Credits

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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SEC Investor Advisory Committee Panel Discusses Digital Engagement Practices

On June 22, 2023, the Investor Advisory Committee (“IAC”) of the US Securities and Exchange Commission (“SEC” or “Commission”) held a panel discussion regarding current challenges and potential improvements to the use of digital…more

Compliance, Conflicts of Interest, Crypto Exchanges, Investor Advisory Committee, Investors

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NAV Facilities Appraisal and Valuation Challenge Rights

Net Asset Value ("NAV") credit facilities are lending arrangements underwritten on the borrower’s portfolio of investments, where the amount available for borrowing is based on the value of such underlying portfolio investments…more

Appraisal, Borrowers, Financial Services Industry, Financing, Investment Funds

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Silicon Valley Bank Developments – Q&A for Startups and VCs

Q: Who runs SVB now? A: SVB has been placed in receivership by banking regulators. This receivership applies to Silicon Valley Bank and not its affiliates…more

Borrowers, Deposit Accounts, Deposit Insurance, Depository Institutions, Enforcement Actions

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House Passes Digital Asset Market Structure Legislation: Financial Innovation and Technology for the 21st Century Act (FIT21)

On May 22, 2024, the US House of Representatives passed H.R. 4763, the Financial Innovation and Technology for the 21st Century Act (FIT21), which would amend existing securities and commodity regulatory statutes to facilitate…more

CFTC, Cryptocurrency, Digital Assets, Financial Regulatory Reform, Investment

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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TCFD Reporting Pensions Regulator Review of 2023 Reports

The Pensions Regulator (TPR) has published its latest review of pension scheme TCFD reports. This sets out TPR’s observations, feedback and suggested improvements for a selection of 30 reports published in 2023 (10% of the…more

Climate Change, Compensation & Benefits, Compliance, Environmental Social & Governance (ESG), Fund Managers

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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Germany: Restrictive Covenants

AT A GLANCE - Employees in Germany are subject to statutory non-competition and non-solicitation obligations during an employment relationship. Similar statutory restrictions apply to directors and board members as long as…more

Competition, Confidential Information, Employees, Employer Liability Issues, Employment Contract

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Maryland Enacts First in the Nation Energy Storage Tax Credit

On May 4, 2017, Maryland became the first state in the country to offer a tax credit for energy storage systems with Governor Larry Hogan’s (R) signing of Senate Bill No. 758…more

Energy Sector, Energy Storage, Income Taxes, New Legislation, Renewable Energy

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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SEC Proposal Significantly Impacts Private Fund Advisers and Investors

On February 9, 2022, the US Securities and Exchange Commission (the “SEC”) voted to propose a suite of new rules and amendments (the “Proposal”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). If…more

Investment Adviser, Investment Advisers Act of 1940, Investor Protection, Investors, Private Funds

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SEC Adopts New Share Repurchase Disclosure Rules

Executive Summary - On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about…more

10b5-1 Plans, Corporate Governance, Disclosure Requirements, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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AI, Allocation of Responsibilities and Liability

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Cybersecurity, Data Protection, Emerging Technologies

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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Sustainability Coordinators: A Transatlantic Comparison

On April 24, 2024, the Loan Market Association (the “LMA”) published its Sustainability Coordinator Letter (the “LMA Letter”). According to the LMA, the LMA Letter is “intended to provide a starting point for a sustainability…more

Banks, Environmental Social & Governance (ESG), Green Loans, Loan Market Association, Loan Syndication and Trading Association (LSTA)

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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US Senate Enacts Legislation to Extend the Paycheck Protection Program

After $349 billion in paycheck protection program (“PPP”) loans were exhausted in just 13 days, the U.S. Senate today enacted legislation to provide additional funding for the program, including at least $60 billion set aside…more

CARES Act, Coronavirus/COVID-19, Economic Injury Disaster Loans, Federal Loans, Financial Stimulus

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A Road Not Taken: Where the US Capital Proposal Differs From Basel

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”) and (ii)…more

Banks, Basel Committee on Banking Supervision (BCBS), Capital Requirements, Financial Institutions, Financial Regulatory Reform

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NYDFS Finalizes Climate Risk Management Guidance

On December 21, 2023, the New York Department of Financial Services (“NYDFS”) finalized guidance on how the banks and mortgage institutions it regulates (“New York Institutions”) should manage climate-related financial and…more

Climate Action Plan, Climate Change, Consumer Financial Products, Corporate Governance, Environmental Social & Governance (ESG)

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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The “Essential Use” Concept: The Commission Publishes Guiding Criteria on Limiting Most Harmful Chemicals to Essential Uses

On 22 April 2024, the Commission published a much-awaited Communication setting out guiding criteria and principles on the “essential use” concept – a key deliverable of the Chemicals Strategy for Sustainability. The “essential…more

Environmental Social & Governance (ESG), EU, European Commission, Hazardous Substances, Health and Safety

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Ruling on an Issue of First Impression, US COFC Finds Protest Jurisdiction Over Challenge to a Follow-On Production Other Transaction

On July 16, 2024, the Court of Federal Claims (“COFC” or “Court”) published an opinion, Independent Rough Terrain Center, LLC v. United States, exercising jurisdiction to consider a bid protest involving Other Transaction (“OT”)…more

Army, Bid Protests, Bid Solicitation, COFC, Court of Federal Claims

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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Managing Sovereign Immunity Risk on a Transaction – What Commercial Parties Need to Know

AT A GLANCE - State involvement in commercial transactions continues to increase and remains an area of distinct legal risk for commercial parties. The nature of a state's role on any transaction may vary and its…more

Arbitration, Banks, Capital Markets, Commercial Litigation, Creditors

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EBA publishes its report on the creation of an STS framework for synthetic securitisations

Introduction - The European Banking Authority (the “EBA”) has recently published its report on the feasibility of a framework for simple, transparent and standardised (“STS”) synthetic securitisations (the “EBA Report”). The…more

Capital Requirements Regulation (CRR), EU, European Banking Authority (EBA), European Securities and Markets Authority (ESMA), Financial Markets

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Understanding the Trends: A Review of Insolvency Litigation in Hong Kong in 2023

Insolvency litigation witnessed intriguing developments across multiple aspects in Hong Kong in 2023, ranging from the court’s updated Practice Direction on Bankruptcy and Winding-Up Proceedings to on-going debate surrounding…more

Bankruptcy Court, Commercial Bankruptcy, Hong Kong, Insolvency, Jurisdiction

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Asset Protection in Light of Recent Legislative Developments in Mainland China and Hong Kong

Recent legal developments in Mainland China and Hong Kong have introduced new challenges to Mainland Chinese high-net-worth individuals (HNWIs) in protecting their assets from creditors' claims…more

Asset Management, Asset Protection, China, High Net-Worth, Hong Kong

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Superior Labor Court Pivots, Authorizing Salary Deductions in Cases of Negative Compensatory Time

In March, the Second Chamber of the Brazilian Superior Labor Court has changed its position on the matter following a trial, upholding the validity of a collective labor agreement clause authorizing employers to make deductions…more

Brazil, Collective Bargaining, Compensation & Benefits, Employer Responsibilities, Wage and Hour

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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An Update on Carbon Capture Legislation Following Louisiana’s 2024 Regular Legislative Session

Since the US Environmental Protection Agency (EPA) granted Louisiana primary enforcement authority over Class VI underground injection wells, there have been a number of legislative developments aimed at regulating carbon…more

Carbon Capture and Sequestration, Carbon Emissions, Environmental Policies, Environmental Protection Agency (EPA), Louisiana

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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United States Considers Deployment of its Military Contractors to Ukraine

The US government could soon allow private US military contractors to operate in Ukraine to maintain and service weapons supplied by the United States (the “MC Policy”), according to a recent CNN news report. This type of…more

Federal Contractors, Foreign Policy, Military Conflict, Military Service Members, NATO

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New Legal Regime for Granting Gaming Credit in Macau

Since the liberation of Macau’s gaming industry around 20 years ago, gaming concessionaires – namely six operators – and gaming promoters (commonly known as junkets) have been lawfully granting credit to patrons with legally…more

Credit, Gambling, Gaming, Hong Kong, Lenders

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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ANPD's New Regulation on Guidelines and Responsibilities of Data Protection Officers in Brazil

The Brazilian Data Protection Authority (ANPD) has published its new regulation on the Data Protection Officer’s (DPO) role. A central figure in privacy governance, the DPO serves as the liaison between the data controller, the…more

Brazil, Compliance, Cybersecurity, Data Controller, Data Management

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax

If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to…more

Alternative Minimum Tax, Biden Administration, Corporate Taxes, Excise Tax, Income Taxes

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Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth…more

Acquisition Agreements, Corporate Sales Transactions, Hong Kong, Insurance Brokers, Merger Agreements

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Insurance Brokerage M&A: Key Regulatory and Deal Considerations Amid Continuing Consolidation and New Entrants in Hong Kong

State of the Market in Asia - The insurance brokerage market has emerged from the challenging financial conditions and geopolitical headwinds of 2023 as a bright spot that demonstrates resilience and promises great growth…more

Acquisition Agreements, Corporate Sales Transactions, Hong Kong, Insurance Brokers, Merger Agreements

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ESOP Update: Installment Sales Rules Save ESOP Footfall in Berman v. Comm’r

Berman v. Comm’r,  released on July 16, 2024, is a great example of making lemonade when life hands you a lemon. Although the taxpayers lost the federal income tax deferral of a stock sale to an employee stock ownership plan (an…more

Employee Benefits, Employee Stock Purchase Plans, ESOP, Executive Compensation, Income Taxes

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United States: Restrictive Covenants

The enforceability of restrictive covenants in the United States is currently governed by state law, although that may change if federal rules or legislation are enacted to address such covenants. State laws regarding…more

Competition, Confidential Information, Contract Terms, Employer Liability Issues, Employment Contract

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CFIUS Proposes Rule to Expand its Real Estate Transaction Purview

On July 8, 2024, the US Department of the Treasury, in its capacity as chair of the Committee on Foreign Investment in the United States (CFIUS), published a proposed rule that would expand the list of national security…more

CFIUS, Critical Infrastructure Sectors, Foreign Investment, Jurisdiction, National Security

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Subscription Finance: Fraud as an Exclusion Event

EXECUTIVE SUMMARY - In the evolving landscape of the subscription credit facility market, the introduction of fraud allegations by an investor against a fund as a new exclusion event marks a pivotal shift…more

Banks, Borrowers, Credit Facilities, Financial Institutions, Financing

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New Resolution on Bidding Procedures Under Concession and Production Sharing Regimes

In order to regulate the bidding procedure for granting exploration and production rights, ANP Resolution No. 969/2024 unified ANP Resolutions No. 24/2013 and No. 18/2015, which addressed, respectively, the bidding procedures…more

Bids, Brazil, Energy Sector, Oil & Gas

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures (UPDATED)

(Updated) On November 21, 2023, the staff (“Staff”) of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released eight new Compliance and Disclosure Interpretations (“C&DIs”) and revised two C&DIs…more

C&DIs, Corporate Governance, Disclosure Requirements, Pay-for-Performance, Publicly-Traded Companies

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Hong Kong Small Claims Tribunal Scale of Costs for Minor Injury Claim

In a recent decision in Wong Sin Yi v. Kwan Pui Wing and The Kowloon Motor Bus Company (1933) Limited (DCPI 408/2023) made by Hong Kong District Court Personal Injury Master Jo Siu, the learned Master commented that claims with…more

Bodily Injury, Damages, Hong Kong, Small Claims Court

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CFPB Wins Reversal of Dismissal – And Key Ruling on Securitization Trusts

Earlier last week, the Consumer Financial Protection Bureau (“CFPB”) won an important court ruling in a long-running case against student loan securitization trusts. The case has a long (and for the CFPB, somewhat ignoble)…more

Consumer Financial Protection Bureau (CFPB), Dismissals, Reversal, Securitization, Structured Financial Products

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Ruling on an Issue of First Impression, US COFC Finds Protest Jurisdiction Over Challenge to a Follow-On Production Other Transaction

On July 16, 2024, the Court of Federal Claims (“COFC” or “Court”) published an opinion, Independent Rough Terrain Center, LLC v. United States, exercising jurisdiction to consider a bid protest involving Other Transaction (“OT”)…more

Army, Bid Protests, Bid Solicitation, COFC, Court of Federal Claims

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The Impact of Tax Reform: What Equipment Leasing Companies Need to Know

The Equipment Leasing and Finance Association has published our article The Impact of Tax Reform: What Leasing Companies Need to Know (subscription required). We are also pleased to be able to make the article available in PDF…more

Business Taxes, Corporate Taxes, Heavy Equipment, Income Taxes, Net Operating Losses

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Contracting for Trade Secret Protection in the Post Non Compete Era

In this episode of Tech Talks, we discuss the Federal Trade Commission’s recent ban on non-compete agreements and its implications for employers, as well as strategies for protecting confidential information and trade secrets…more

Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements

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A New Chapter: The Beginning of the Next Evolutionary Phase of the New PRC Company Law – Part III: Liability

China’s long-awaited amended Company Law (New Company Law) was enacted on 29 December 2023, effective from 1 July 2024. The new amendments are arguably the most significant since China established its company law regime back in…more

China, Corporate Governance, Corporate Liability, Corporate Structures, Securities Transactions

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Chairs of House and Senate Commerce Committees Announce Consumer Privacy Legislation

Last month, two key members of Congress released a draft of the American Privacy Rights Act (“APRA”), comprehensive legislation that would change the landscape of consumer privacy law in the United States. If passed, APRA would…more

Arbitration Agreements, Biometric Information, Consent, Consumer Privacy Rights, Data Collection

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To Be Or Not To Be (Solvent) - A Comparative Analysis Of Singapore, UK, US, And Australia On Recognising Foreign Proceedings Under The UNCITRAL Model Law

The recent case of Ascentra Holdings, Inc v. SPGK Pte Ltd [2023] SGCA 32 (Ascentra) has drawn a line in the sand in the Singapore court's interpretation of the UNCITRAL Model Law on Cross-Border Insolvency (UNCITRAL Model…more

Commercial Bankruptcy, Cross-Border Insolvency Regulations (CBIR), Foreign Jurisdictions, Insolvency, UNCITRAL

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Some US Regulators Repropose Joint Rule on Incentive-Based Compensation

On May 6, 2024, the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the Federal Housing Finance Agency (FHFA) and National Credit Union Administration (NCUA; collectively the…more

Disclosure Requirements, Dodd-Frank, FDIC, FHFA, Financial Institutions

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The Department of Labor’s ESG-less Final ESG Rule

On October 30, 2020, the U.S. Department of Labor (“DOL”) released its final regulation (“Final Rule”) relating to a fiduciary’s consideration of environmental, social and governance (“ESG”) factors when making investment…more

Business Strategies, Corporate Governance, Corporate Social Responsibility, Department of Labor (DOL), Employee Benefits

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US DoD Issues Class Deviation Delaying DFARS Implementation of Upcoming NIST SP 800-171, Revision 3

On May 2, 2024, the Department of Defense (DoD) issued a class deviation to DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting. The deviation relates to contractors’ compliance with…more

Compliance, Cyber Incident Reporting, Cybersecurity, Department of Defense (DOD), DFARS

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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The Promise and Potential of Blockchain and New UCC Article 12

Executive Summary: In the summer and fall of 2022, electronic transactions were undergoing a sea change, but riding different tides: in the summer, the Uniform Law Commission approved a set of amendments to the Uniform…more

Blockchain, Cryptocurrency, Digital Assets, E-SIGN, Electronic Data Transmissions

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Hong Kong Court of Final Appeal Upholds Legality of 'No Consent Regime'

The Hong Kong Court of Final Appeal (CFA) finally settled the question of legality of the No Consent Regime (NCR) in its recent judgment in Tam Sze Leung v. Commissioner of Police [2024] HKCFA 8 – confirming that police may…more

Bank Accounts, Constitutional Challenges, Criminal Investigations, Financial Institutions, Hong Kong

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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ISDA Notices Hub

The delivery of an effective notice under an English law 1992 or 2002 ISDA Master Agreement is a necessary precursor for the operation of certain key provisions in those contracts, including the designation of an Early…more

Derivatives, ISDA, ISDA Master Agreement, UK

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The European Commission's Revised Market Definition Notice: a Defining Moment?

Modernising Market Definition - Market definition is a foundational concept and key tool for antitrust analysis.  On February 8, the European Commission ("EC") published a final version of its Revised Market Definition Notice…more

Antitrust Provisions, Digital Marketplace, EU, European Commission, Globalization

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Chairs of House and Senate Commerce Committees Announce Consumer Privacy Legislation

Last month, two key members of Congress released a draft of the American Privacy Rights Act (“APRA”), comprehensive legislation that would change the landscape of consumer privacy law in the United States. If passed, APRA would…more

Arbitration Agreements, Biometric Information, Consent, Consumer Privacy Rights, Data Collection

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Fourth Circuit Reverses Findings Of Vicarious Punitive Liability Under Title VII And North Carolina Law

Making important law on the question of vicarious liability for punitive damages, the Fourth Circuit recently reversed awards of punitive damages under Title VII and North Carolina law in Ward v. AutoZoners…more

AutoZone, Civil Rights Act, Emotional Distress Damages, Hostile Environment, Punitive Damages

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Public Consultation on Proposed NDRC Rules Supporting Foreign Debt Issuance by High-Quality Enterprises

On 14 March 2024, China’s National Development and Reform and Commission (NDRC) issued a consultation paper soliciting public comments on its proposed rules providing support for the incurrence of the medium- and long-term…more

Bonds, Business Entities, China, Credit Ratings, Foreign Debt

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Hong Kong Proposes a Legal Framework for Regulating Critical Infrastructures

INTRODUCTION - The acceleration of cyber-attacks on companies in Hong Kong in the last year or so (– with over 60 notifications of such attacks being received by the Office of the Privacy Commissioner of Hong Kong in 2023,…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Threats, Cybersecurity, Cybersecurity Framework

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FCC Declares Authority and Intent to Regulate AI-Generated Calls under the TCPA

On February 8, the Federal Communications Commission (“FCC” or “Commission”) unanimously adopted a Declaratory Ruling (“Ruling”) stating that calls made with AI-generated voices are “artificial” under the Telephone Consumer…more

Artificial Intelligence, Declaratory Rulings, FCC, Regulatory Authority, Regulatory Oversight

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Challenging Times Ahead For Brazilian Companies And Investors

Brazil has been the single largest recipient of foreign direct investment in Latin America for some time due to its size (7th largest economy and 2nd biggest population in the western hemisphere), its wealth of natural…more

Brazil, Capital Markets, Chapter 11, Commercial Bankruptcy, Debt Restructuring

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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US DoD Proposes Final Rule for Cybersecurity Maturity Model Certification (CMMC)

On December 26, 2023, the Department of Defense (“DoD”) published the long-awaited Proposed Final Rule for the Cybersecurity Maturity Model Certification (“CMMC”) program. At a high level, the CMMC program is a mechanism by…more

Cooperative Compliance Regime, Cybersecurity, Cybersecurity Maturity Model Certification (CMMC), Defense Sector, Department of Defense (DOD)

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The Road Ahead – The Automated Vehicles Bill Becomes Law

The Automated Vehicles Act 2024 (the "Act") received royal assent on 20 May 2024, two days before the general election was announced and the wash-up period began for the now-dissolved Parliament…more

Automotive Industry, Connected Cars, Driverless Cars, Innovative Technology, Motor Vehicles

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Argument Shifting at the PTAB: Balancing the Right of Reply against the Petition’s Role as Case-in-Chief

A vexing issue in post-grant patent practice is understanding the limits of how far a patent challenger can deviate from the four corners of its petition during the proceeding. The petition is the challenger’s case-in-chief…more

Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents, Post-Grant Review

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Offshore Wind: New California Law Aims to Simplify and Expedite Offshore Wind Energy Development

California recently enacted two laws—the Offshore Wind Expediting Act (SB 286) and the California Offshore Wind Advancement Act (AB 3)—to accelerate the development of offshore wind energy that could have significant…more

California, California Coastal Commission, CEQA, Clean Energy, Energy Policy

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ISDA Notices Hub

The delivery of an effective notice under an English law 1992 or 2002 ISDA Master Agreement is a necessary precursor for the operation of certain key provisions in those contracts, including the designation of an Early…more

Derivatives, ISDA, ISDA Master Agreement, UK

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Northern District of Texas Expands Fiduciary Exposure by Permitting ESG Proxy Voting Theory to Go to Trial

Case Name and Number: Spence v. American Airlines, Inc., et al., No. 4:23-cv-00552 - INTRODUCTION - On June 20, 2024, Judge Reed O’Connor in the Northern District of Texas (the “court”) denied a motion for summary judgment…more

401k, American Airlines, Breach of Duty, Class Action, Employee Benefits

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ANPD's New Regulation on Guidelines and Responsibilities of Data Protection Officers in Brazil

The Brazilian Data Protection Authority (ANPD) has published its new regulation on the Data Protection Officer’s (DPO) role. A central figure in privacy governance, the DPO serves as the liaison between the data controller, the…more

Brazil, Compliance, Cybersecurity, Data Controller, Data Management

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Business Development Companies: Facts & Stats

In recent years, private non-bank lending to private equity-owned, small- and middle-market companies has increased significantly. Within this growing sector, private and non-traded BDCs have outperformed other non-bank lenders…more

BDC, Business Development Companies, Capital Markets, Consumer Financial Products, Financial Services Industry

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Insurance Technology and Innovation: Meeting Consumer Demands

The way consumers purchase goods and services is rapidly changing, and insurance is no exception. AI, advanced analytics, smart devices and other technologies are enabling new capabilities, and insurance companies, together with…more

Consumer Insurance Products, Innovation, Insurance Contracts, Insurance Industry, Insurtech

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FSB Raises Concerns With CP and CD Markets

On May 22, 2024, the Financial Stability Board (FSB) issued a report on vulnerabilities in the markets for commercial paper (CP) and negotiable certificates of deposit (CDs). The report analyzes the structure of the markets,…more

Certificate of Deposit, Commercial Paper, Debt Instruments, Financial Markets, FSB

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Outlook for Energy and Tax Policy in 2025

While we await the outcome of the upcoming US elections, stakeholders in the energy tax and policy space should recognize that, regardless of the outcome of the election, there will be plenty of activity in the energy sector in…more

Corporate Taxes, Energy Policy, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS

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Bulletin: Maritime & Port Edition 1 | May/June 2024

In light of the constant updates in the maritime sector, our Ports and Maritime team is launching this Bulletin. Here we cover the main legislative events, developments in Brazil’s National Agency of Waterway Transportation…more

Brazil, Maritime Transport, Ocean Transportation System, Ports, Shipping

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Senado aprova projeto de lei que cria diversos incentivos fiscais para produção de fertilizantes

No dia 6 de março, a Comissão de Agricultura (CRA) aprovou o Projeto de Lei nº 699/23 (PL 699/2023), que propõe a instituição do Programa de Desenvolvimento da Indústria de Fertilizantes (PROFERT). De acordo com o PL 699/2023,…more

Agricultural Sector, Brazil, Fertilizers, Imports, Infrastructure

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Brazil Publishes Federal Decree Regulating Recycling Incentive Law

On July 11, 2024, the Brazilian federal government published Federal Decree No. 12,106/2024, regulating the tax incentive for the recycling productive chain established by Federal Law No. 14,260/2021, which aims to promote the…more

Brazil, Environmental Social & Governance (ESG), Income Taxes, Recycling, Tax Deductions

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Normative Instruction RFB No. 2,205/2024: Regulation of the Effects Applicable to Cases Decided by CARF by Casting Vote

On July 24, 2024, Normative Instruction No. 2,205/ of the Brazilian Federal Revenue Service (the "Instruction”) was published, that regulates Article 25, paragraph 9-A, and Article 25-A of Decree No. 70,235/1972, establishing…more

Brazil, International Tax Issues, Tax Assessment, Tax Credits, Tax Penalties

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6 Strategies for Managing Enterprise Risk

Today’s ever-changing global threat environment—shaped by factors including geopolitical upheaval, sanctions, cyberthreats and ransomware attacks, pandemics and natural disasters, and artificial intelligence and emerging…more

Corporate Governance, Cyber Threats, Cybersecurity, Enterprise Risks, Multinationals

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Did the Seventh Circuit Just Sound the Death Knell for Mootness Fees?

For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to…more

Class Action, Corporate Sales Transactions, Disclosure Requirements, Fees, Merger Agreements

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A sustainable automotive sector in the United Kingdom – FAQs on the new UK Battery Strategy

What is the new UK Battery Strategy and why is it important to the automotive sector? On 26 November 2023, the UK Government Department for Business and Trade published the UK Battery Strategy (the "Battery Strategy"),…more

Automotive Industry, Batteries, Electric Vehicles, Investment, Lithium Batteries

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US House Rules Committee Modifies the “Build Back Better Act”

In less than a week, the Rules Committee of the US House of Representatives (the “Rules Committee”) released two versions of modified legislative text of H.R. 5376, the Build Back Better Act. The first version was released on…more

Alternative Minimum Tax, Biden Administration, Carbon Emissions, Clean Energy, Corporate Taxes

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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WhatsApp All Over Again: The SEC Brings More Recordkeeping Charges Against Broker-Dealers and Investment Advisers for Off-Channel Communications

On February 9, 2024, the Securities and Exchange Commission (SEC) announced charges against five broker-dealers, seven dually registered broker-dealers and investment advisers, and four affiliated investment advisers for…more

Broker-Dealer, Civil Monetary Penalty, Electronic Communications, Enforcement Actions, Financial Services Industry

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Fifth Circuit Vacates Private Fund Adviser Rules

On June 5, 2024, a three-judge panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) unanimously vacated the rule adopted by the US Securities and Exchange Commission (the “SEC”) to enhance the regulation of “private…more

Final Rules, Investment, Investment Advisers Act of 1940, Investment Management, Private Funds

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USTR Finalizes 4-Year Review of Section 301 Tariffs on Imports from China, Increasing Tariffs on Clean Energy Supply Chains

On May 14, 2024, the United States Trade Representative (“USTR”) released the results of its statutorily required review of the tariff actions in USTR’s Section 301 investigation of China’s Acts, Policies, and Practices Related…more

China, Clean Energy, Imports, Section 301, Supply Chain

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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2021 SEC Filing Deadlines and Financial Statement Staleness Dates

This Legal Update summarizes the US Securities and Exchange Commission’s 2021 calendar year filing deadlines and financial statement staleness dates. …more

Corporate Governance, Filing Deadlines, Financial Statements, Foreign Private Issuers, Publicly-Traded Companies

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REITs’ Clean Energy Tax Credits Transfer Options Under IRA Clarified in Final Regulations

On April 25, 2024, the US Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) issued final regulations (T.D. 9993) (the “final regulations”) concerning the election to transfer certain tax credits…more

Clean Energy, Final Rules, Internal Revenue Code (IRC), IRS, REIT

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Fannie and Freddie to Relax Servicer Advance Requirements for Loans in Forbearance

This week, the Federal Housing Finance Agency (“FHFA”) announced an eagerly awaited policy allowing Fannie Mae and Freddie Mac (the “Agencies”) to address one aspect of the liquidity crisis for mortgage servicers facing mounting…more

Coronavirus/COVID-19, Fannie Mae, FHFA, Forbearance Agreements, Freddie Mac

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DGCL Amendments Proposed to Address Recent Delaware Court of Chancery Decisions Affecting Stockholder Agreements, Board Approvals of Merger Agreements and Damages for Lost Stockholder Premiums

Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the…more

Corporate Governance, Delaware General Corporation Law, Elon Musk, Merger Agreements, Shareholder Litigation

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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The New UK Securitisation Rules

On 30 April 2024 the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published Policy Statements1 (the “Policy Statements”) setting out their final rules relating to securitisation and…more

Financial Conduct Authority (FCA), Financial Markets, Policy Statement, Prudential Regulation Authority (PRA), Securitization

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Mexico – CRE Fixes Maximum LP Gas Prices after SENER Issues Emergency Guideline

After a brief review before the Federal Regulatory Improvement Commission (Comisión Nacional de Mejora Regulatoria, “CONAMER”), on July 28, 2021, the Ministry of Energy (Secretaría de Energía, “SENER”) published in the Federal…more

Energy Policy, Energy Reform, Infrastructure, Mexico, Oil & Gas

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Public Notice No. 6/2024: Tax Settlement for Credits Arising from Charter and Services Agreements

On May 17, 2024, the Office of the Attorney-General of the National Treasury (“PGFN”) and the Brazilian Internal Revenue Service (“Brazilian IRS”) jointly published the Public Notice of Settlement for Adhesion No. 6/2024…more

Brazil, Charter, International Tax Issues, Settlement, Tax Debt

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Audit Committees: Are They Overworked?

On June 22, 2023, the SEC’s Investor Advisory Committee hosted a panel discussion regarding audit committee workload and transparency.  The panel was led by James Andrus, with presentations of new research by Lauren Cunningham…more

Audit Committee, Board of Directors, Risk Allocation, Securities and Exchange Commission (SEC), Securities Regulation

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US Congressional Investigations Continue to Pick Up Steam as 2024 Begins

As the 2024 legislative session commences, Congress is poised to focus on conducting investigations of not only the Biden administration but also the private sector. With most legislative activity largely stalled until after the…more

Biden Administration, Congressional Committees, Congressional Investigations & Hearings, Congressional Oversight, Legislative Agendas

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Subscription Finance: Commingling Collateral Accounts

For loans primarily secured by a cash flow stream, subscription facility lenders heavily depend on collateral accounts as a key element of the security package. In this Legal Update, we delve into why subscription facilities…more

Borrowers, Capital Contributions, Collateral, Commingling, Financial Institutions

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Subscription Finance: Fraud as an Exclusion Event

EXECUTIVE SUMMARY - In the evolving landscape of the subscription credit facility market, the introduction of fraud allegations by an investor against a fund as a new exclusion event marks a pivotal shift…more

Banks, Borrowers, Credit Facilities, Financial Institutions, Financing

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

SEC Disclosure Considerations Following Bank Sector Disruptions

Recent failures of certain domestic and international banks and resulting government intervention, acquisitions and subsequent developments have resulted in significant disruption in the bank sector. Compliance with U.S…more

Banking Crisis, Business Disruption, Form 10-K, Form 10-Q, Form 8-K

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US Department of Labor Substantially Expands Eligibility for Overtime Pay

On April 23, 2024, the US Department of Labor (“DOL”) announced a final rule on overtime pay, “Defining and Delimiting the Exemptions for Executive, Administrative, Professional, Outside Sales, and Computer Employees,” which…more

Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Final Rules, Highly Compensated Employees

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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CVM divulga Ofício Circular Anual 2024 para companhias abertas, estrangeiras e incentivadas

Nessa versão atualizada do Ofício Circular Anual 2024, há novas orientações acerca da comunicação sobre demandas societárias, elaboração de informações financeiras relacionadas à sustentabilidade e políticas de clawback, entre…more

Brazil, Clawbacks, Environmental Social & Governance (ESG), Publicly-Traded Companies, Securities Regulation

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US House Committee Proposes Reset to US - China Economic Relationship

On December 12, 2023, the US House Select Committee on the Chinese Communist Party (CCP) (“Select Committee”) released a report titled “Reset, Prevent, Build: A Strategy to Win America’s Economic Competition with the Chinese…more

CFIUS, China, Economic Sanctions, Exports, FIRRMA

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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The UK Forest Risk Commodity Regulation ("UKFRC") | One to Watch in the Coming Year

INTRODUCTION - Deforestation is now the second leading cause of climate change globally, after burning fossil fuels, and is responsible for around 11% of all greenhouse gas emissions.  In the last 60 years more than half of…more

Agricultural Sector, Biodiversity, Carbon Emissions, Climate Change, Due Diligence

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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SEC Proposes New Rules on Public Company Cybersecurity Disclosures

Background - On March 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) released proposed amendments (the “Proposed Amendments”) aimed at enhancing and standardizing disclosure relating to cybersecurity risks…more

Business Development Companies, Comment Period, Cyber Incident Reporting, Cybersecurity, Data Breach

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UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty -…more

Beneficial Owner, Breach of Duty, Breach of Trust, Business Ownership, Fiduciary Duty

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SEC Charges Five Registered Investment Advisers for Marketing Rule Violations

The US Securities and Exchange Commission (“SEC”) recently settled charges against five registered investment advisers for violations of Rule 206(4)-1 (“Marketing Rule”) under the Investment Advisers Act of 1940, as amended…more

Capital Markets, Enforcement Actions, Investment Adviser, Investment Advisers Act of 1940, Securities and Exchange Commission (SEC)

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Trends and Enforcement Priorities from the 2024 ABA Antitrust Spring Meeting

Last week, a Mayer Brown team joined over 4,000 lawyers from around the globe—including top enforcers from the US Federal Trade Commission (“FTC”), Department of Justice (“DOJ”), and the European Union (“EU”)—to discuss new…more

Anti-Competitive, Anti-Monopoly, Antitrust Provisions, Competition, Corporate Sales Transactions

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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The “Essential Use” Concept: The Commission Publishes Guiding Criteria on Limiting Most Harmful Chemicals to Essential Uses

On 22 April 2024, the Commission published a much-awaited Communication setting out guiding criteria and principles on the “essential use” concept – a key deliverable of the Chemicals Strategy for Sustainability. The “essential…more

Environmental Social & Governance (ESG), EU, European Commission, Hazardous Substances, Health and Safety

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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B3 publica proposta de alterações relativas à governança corporativa focadas na proteção de investidores e no fomento da atratividade do mercado de capitais brasileiro

A B3 publicou (02.05), a Consulta Pública no 01/2024-DIE (Ref. Evolução Novo Mercado), por meio da qual propõe uma série de alterações regulatórias focadas na evolução da governança corporativa e na proteção dos investidores,…more

Brazil, Capital Markets, Corporate Governance, Investor Protection, Securities Regulation

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Protecting Against Vendor Bankruptcy in Service and License Agreements

When one of your key technology customers or vendors files for bankruptcy, what is the impact on your company? And what can your company do to mitigate the impact? Join Mayer Brown counsel Monique Mulcare and partners Richard…more

Best Practices, Commercial Bankruptcy, License Agreements, Service Agreements, Vendors

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US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Insight: The EU Green Bond Standard

The Council of the European Union and the European Parliament announced, on 28 February 2023, that provisional agreement on the European Green Bond Standard (the EU GBS and the Regulation) had been reached. More recently the…more

Capital Markets, Environmental Social & Governance (ESG), EU, European Securities and Markets Authority (ESMA), Green Bonds

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BioUtah Podcast with Vera Nackovic

Join BioUtah president & CEO Kelvyn Cullimore and Mayer Brown’s Vera Nackovic in a discussion about current trends and issues in the life sciences industry…more

Biologics, Biosimilars, Biotechnology, Intellectual Property Protection, Life Sciences

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Mozambique Regulates Local Content Obligations of the Concessionaires of Petroleum Rights

On July 5, 2024, the Ministry of Mineral Resources and Energy (Ministério dos Recursos Minerais e Energia - "MIREME") published Ministerial Diploma No. 55/2024 ("DM 55/2024") to establish within the scope of petroleum…more

Compliance, Energy Sector, Goods or Services, Hiring & Firing, Mozambique

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SEC Adopts Amendments to Regulation S-P

On May 15, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments (the “Amendments”) to Regulation S-P under the Securities Exchange Act of 1934 (the “Exchange Act”), which governs the treatment of…more

Broker-Dealer, Cybersecurity, Data Protection, Investment Adviser, Regulation S-P

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What’s the Deal? – Stock Repurchase Programs: Useful Reminders

As the pandemic has taken hold, there has been a predictable decline in stock repurchase activity; however, many issuers are evaluating restarting their programs or undertaking new programs.  In this What’s the Deal guide, we…more

Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases, Publicly-Traded Companies

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Exploring the Unexpected and Often Unwelcome Federal Income Tax Consequences of Debt Modifications

As a number of debt instruments issued several years ago in a relatively low interest rate environment now have their maturity date approaching in a much higher interest rate environment, borrowers are increasingly seeking to…more

Borrowers, Cancellation of Debt (COD), Debt Instruments, Financial Institutions, Financial Services Industry

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The Biden Infrastructure Plan: Where Do We Go From Here?

On March 31, the Biden Administration released its much-anticipated American Jobs Plan (the “AJP”), which outlines $2.3 trillion of proposed spending on not only traditional infrastructure programs, but also climate change,…more

Biden Administration, Budget Reconciliation, Corporate Taxes, Economic Development, Electric Vehicles

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Sixth Circuit Invalidates Tennessee’s Punitive-Damages Cap and Holds That Punitive Damages Are Available Under Tennessee Law For Bad-Faith Denial Of Insurance Benefits

Should divided panels of federal appellate courts really be deciding state-law issues of first impression? That’s what happened last month in Lindenberg v. Jackson National Life Insurance Co. In Lindenberg, two Sixth Circuit…more

Appeals, Bad Faith, Breach of Contract, Constitutional Challenges, Damage Caps

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Section 871(m) and BEAT Qualified Derivative Payment Reporting Phase-Ins Extended Two More Years

On May 22, 2024, the US Department of Treasury and the IRS issued two important notices—one delaying the full implementation of the withholding rules on dividend equivalent payments, and the other on derivative reporting for…more

Base Erosion and Anti-Abuse Tax (BEAT), Derivatives, Dividends, IRS, Section 871(m)

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New Legal Regime for Granting Gaming Credit in Macau

Since the liberation of Macau’s gaming industry around 20 years ago, gaming concessionaires – namely six operators – and gaming promoters (commonly known as junkets) have been lawfully granting credit to patrons with legally…more

Credit, Gambling, Gaming, Hong Kong, Lenders

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Fifth Circuit Vacates Private Fund Adviser Rules

On June 5, 2024, a three-judge panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) unanimously vacated the rule adopted by the US Securities and Exchange Commission (the “SEC”) to enhance the regulation of “private…more

Final Rules, Investment, Investment Advisers Act of 1940, Investment Management, Private Funds

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Argentina Passes Sweeping Economic Reforms: Deregulation, Privatizations, and Promotion of Private Investments in Large Projects

On June 27, 2024, the Argentine Congress passed Argentine Law No. 27,742, translated in English as the “Bases and starting points for the liberty of the Argentine people” and commonly referred to in Spanish as the “Ley Bases.”…more

Argentina, Energy Policy, Incentives, Infrastructure, Investment

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Challenging Times Ahead For Brazilian Companies And Investors

Brazil has been the single largest recipient of foreign direct investment in Latin America for some time due to its size (7th largest economy and 2nd biggest population in the western hemisphere), its wealth of natural…more

Brazil, Capital Markets, Chapter 11, Commercial Bankruptcy, Debt Restructuring

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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USPTO Provides Insight Into Patent Eligibility in the Context of AI

As required by President Joe Biden’s Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, the United States Patent and Trademark Office (“USPTO”) issued the Guidance on Patent…more

Abstract Ideas, Artificial Intelligence, Biden Administration, Executive Orders, Innovative Technology

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Developments and Trends in Delaware Officer Exculpation Charter Amendments

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for…more

Board of Directors, Breach of Duty, Corporate Charters, Corporate Governance, Delaware General Corporation Law

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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AIFMD II – What EU and non-EU fund managers need to know

In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the…more

AIFM, Alternative Investment Fund Managers Directive (AIFMD), Alternative Investment Funds, EU, European Commission

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US FTC Continues Aggressive Scrutiny of Pharmaceutical Patents Listed in the Orange Book

On April 30, 2024, the US Federal Trade Commission (“FTC”) announced that it had sent “warning letters” to 10 branded pharmaceutical manufacturers, alleging that the companies had made “improper or inaccurate listing of patents”…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), Life Sciences, Orange Book, Patents

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Energy Tax Implications of the Administration’s FY2022 Budget Tax Proposals

On May 28, 2021, the Biden administration (the “Administration”) released its FY2022 budget (the “Budget”), which includes proposed investments related to infrastructure, clean energy and research and development. Alongside the…more

Air Pollution, Biden Administration, Corporate Taxes, Federal Budget, Federal Funding

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The New UK Securitisation Rules

On 30 April 2024 the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published Policy Statements1 (the “Policy Statements”) setting out their final rules relating to securitisation and…more

Financial Conduct Authority (FCA), Financial Markets, Policy Statement, Prudential Regulation Authority (PRA), Securitization

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SBA Releases Guidance on PPP Small Business Loans

The Small Business Administration (SBA) released an interim final rule this evening outlining key provisions of the SBA’s Paycheck Protection Program (PPP) and the provisions of the CARES Act relating to loan forgiveness. The…more

Business Interruption, CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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US Banking Regulators Finalize Nonbank Lending Reporting Requirements

On May 22, 2024, the US federal banking regulators finalized a new set of reporting requirements for bank loans and commitments to fund finance facilities, private credit lenders, and other nonbank financial entities.This change…more

Banking Regulators, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Legacy CMBS Added as Eligible Collateral under TALF Program

Last week, the Federal Reserve announced additional actions to support the U.S. economy, which included expanding its Term Asset-Backed Securities Loan Facility (“TALF 2020”) to include legacy commercial mortgage-backed…more

Asset-Backed Securities, CMBS, Collateral, Collateralized Loan Obligations, Federal Reserve

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TALF 2020 Update: Federal Reserve Bank of New York Releases FAQs and Revised Term Sheet

On May 12, 2020, the Federal Reserve Bank of New York (“FRBNY” or the “Fed”) issued new Frequently Asked Questions1 and a revised term sheet2 in connection with the Term Asset-Backed Securities Loan Facility (“TALF 2020”). This…more

Asset-Backed Securities, Eligibility Determination, FRBNY, Loans, Special Purpose Vehicles

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TALF 2020 and CLOs: Progress in the Right Direction, but Has Enough Changed?

On May 12, 2020, the Federal Reserve Bank of New York (the “New York Fed”) announced the issuance of updated Terms and Conditions1 and a Frequently Asked Questions document (the “FAQs”)2 regarding the 2020 Term Asset-Backed…more

Asset-Backed Securities, CMBS, Collateralized Loan Obligations, Eligibility Determination, Libor

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Fed Chair Powell's Update on Basel Endgame

Join us for the latest episode of Financial Services Focus for a discussion of Federal Reserve Chair Jerome Powell’s recent Humphrey-Hawkins testimony before the House Financial Services Committee and Senate Banking Committee…more

Consumer Financial Products, Federal Reserve, Financial Services Committee, Financial Services Industry, Regulatory Agenda

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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SEC Adopts Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability & Related Disclosures

On December 14, 2022, the Securities and Exchange Commission (the “SEC”) unanimously adopted amendments (the “amendments”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure…more

10b5-1 Plans, Affirmative Defenses, Corporate Governance, Disclosure Requirements, Insider Trading

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The JCT Design and Build 2024 has arrived: here are some of the key changes

The JCT Design and Build 2024 contract has now been released, marking the first major update to the JCT Design and Build standard form since 2016.  The changes are a lot more significant than the updates made last time around…more

Construction Project, Design Professionals, Design-Build, Real Estate Development, UK

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SEC Proposes Amendments to Rule 10b5-1’s Affirmative Defense to Insider Trading Liability

On December 15, 2021, the Securities and Exchange Commission (the “SEC”) proposed amendments (the “proposal”) to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) and related disclosure obligations for…more

10b5-1 Plans, Disclosure Requirements, Insider Trading, Material Nonpublic Information, Proposed Amendments

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Brazil Tax News: Laws, Provisional Measures, Normative Instructions, and Bill of Law Approved at End of December 2023

Several new rules were approved on December 28, 2023, all extremely relevant to tax law. Our tax team summarizes some of the more relevant new rules..…more

Brazil, International Tax Issues, Tax Benefits, Tax Debt, Tax Liability

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SEC Releases Final Private Fund Adviser Rules: Key Changes and Takeaways

On August 23, 2023, the US Securities and Exchange Commission (the “SEC”) adopted final rules imposing additional obligations on and restricting certain practices by advisers to “private funds” (the “Final Rules”). …more

Investment, Investment Funds, Investors, New Rules, Private Funds

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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DGCL Amendments Proposed to Address Recent Delaware Court of Chancery Decisions Affecting Stockholder Agreements, Board Approvals of Merger Agreements and Damages for Lost Stockholder Premiums

Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the…more

Corporate Governance, Delaware General Corporation Law, Elon Musk, Merger Agreements, Shareholder Litigation

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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Consumer Arbitration in the US

Join us for the latest episode of Financial Services Focus as Andy Demko and Archis Parasharami discuss how consumer arbitration became popular among U.S. businesses in response to class actions from the late 90s onward. The…more

Arbitration, Arbitration Agreements, AT&T Mobility v Concepcion, Class Action, Class Action Arbitration Waivers

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Outlook for Energy and Tax Policy in 2025

While we await the outcome of the upcoming US elections, stakeholders in the energy tax and policy space should recognize that, regardless of the outcome of the election, there will be plenty of activity in the energy sector in…more

Corporate Taxes, Energy Policy, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS

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Amendments to the EU Securitisation Regulation – the new synthetic STS framework and adjustments in relation to non-performing exposures

Overview - Two regulations amending the EU Securitisation Regulation1 and the Capital Requirements Regulation2 (the “CRR”) respectively have now come into force. Regulation (EU) 2021/557 of the European Parliament and of…more

Capital Requirements Regulation (CRR), EU, Securitization, Securitization Standards, Special Purpose Entities

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FinCEN Proposes Rule Reinforcing Financial Institutions’ Duty to Design and Maintain Risk-Based AML/CFT Programs

On June 28, 2024, the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking (“June 2024 NPRM”) to crystalize its long-held expectation that financial institutions use…more

Anti-Money Laundering, Bank Secrecy Act, Banking Sector, Compliance, Financial Institutions

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CFIUS Proposes Rule to Expand its Real Estate Transaction Purview

On July 8, 2024, the US Department of the Treasury, in its capacity as chair of the Committee on Foreign Investment in the United States (CFIUS), published a proposed rule that would expand the list of national security…more

CFIUS, Critical Infrastructure Sectors, Foreign Investment, Jurisdiction, National Security

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New Decree Regulates "Navegue Simples" Program for the Port Sector

On June 18, 2024, Brazil’s National Agency of Waterway Transportation (“ANTAQ”) and  Ministry of Ports and Airports (“MPor”) launched the "Navegue Simples" Program, aiming to reduce bureaucracy, innovate, and simplify port…more

Brazil, Maritime Transport, Ports, Shipping, Vessels

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That’s the Ticket? Plaintiffs’ Lawyers Target Ticketing Service Fees in New York

Plaintiffs’ counsel have launched a wave of lawsuits against New York venues and ticket platforms, invoking a recently-enacted provision of New York’s Arts and Cultural Affairs Law. According to these lawsuits, these businesses…more

Disclosure Requirements, Entertainment Industry, Entertainment Venues, Event Tickets, Fees

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Maintaining Perspective: Governance and Disclosure Reminders for Public Companies

Companies will be affected in a variety of ways by the receivership of Signature Bank, Silicon Valley Bank or any other similarly situated financial institution. Companies may face difficulty accessing bank facilities or the…more

Banks, Capital Formation, Corporate Governance, Disclosure Requirements, Duty of Care

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Outlook for Energy and Tax Policy in 2025

While we await the outcome of the upcoming US elections, stakeholders in the energy tax and policy space should recognize that, regardless of the outcome of the election, there will be plenty of activity in the energy sector in…more

Corporate Taxes, Energy Policy, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), IRS

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SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

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Business & Human Rights: Navigating "Minimum Safeguards" under the EU Taxonomy Regulation

The EU Taxonomy Regulation (the "Regulation") is a highly complex piece of legislation which sets out a classification framework in order to determine whether an economic activity carried out by an undertaking is environmentally…more

Compliance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Bad Omen: CA Imposes New Fee, UDAAP, and Annual Reporting Requirements on Small Business Financers

Mere days before Halloween, California enacted California Senate Bill 666, imposing a set of restrictions on the fees that commercial financers may charge their small business customers. Signed by the governor on October 13, the…more

California, Fees, Financial Services Industry, Financing, New Regulations

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Brasília em Pauta – Edição Nº 149

Prezados e prezadas, O “Brasília em Pauta” é um boletim semanal preparado pela equipe de Contencioso de Brasília, contendo os principais casos a serem julgados pelo Supremo Tribunal Federal (STF), Superior Tribunal de…more

Audits, Brazil, Commercial Court, Constitutional Challenges, Energy Projects

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CNJ determina que empresas efetuem o seu cadastro no Domicílio Judicial Eletrônico até o dia 30 de maio

O Domicílio Judicial Eletrônico, regulamentado pela Resolução n.º 455/2022 e pela Portaria n.º 29/2023, ambas do Conselho Nacional de Justiça (CNJ), é uma ferramenta que concentra, em um único local, todas as comunicações…more

Brazil, Judicial Proceedings, Regulatory Requirements

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Brazil Publishes Federal Decree Regulating Recycling Incentive Law

On July 11, 2024, the Brazilian federal government published Federal Decree No. 12,106/2024, regulating the tax incentive for the recycling productive chain established by Federal Law No. 14,260/2021, which aims to promote the…more

Brazil, Environmental Social & Governance (ESG), Income Taxes, Recycling, Tax Deductions

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National Contact Points: What are they and why should I care?

Multinational companies are facing increased pressure to ensure that they have adequate ESG-related policies in place and (more importantly) that they are implementing those policies in practice within both their business and…more

Corporate Governance, Corporate Social Responsibility, Environmental Social & Governance (ESG), Multinationals, Supply Chain

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2024 Trends for Technology Transactions

Join our Technology & IP Transactions lawyers as they dive into the trends shaping 2024. In this episode, we explore the future of technology services, spotlight trends driving tech startups, and dissect deals tied to…more

Artificial Intelligence, Complex Corporate Transactions, Cybersecurity, Emerging Technology Companies, Innovative Technology

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Private Equity Roll-Ups: Court Dismisses Welsh Carson from Roll-Up Litigation

The Federal Trade Commission’s (FTC) push against private equity roll-ups has hit a snag. On May 14, 2024, US District Judge Kenneth Hoyt of the Southern District of Texas granted a motion to dismiss filed by Welsh, Carson,…more

Acquisition Agreements, Anti-Competitive, Antitrust Provisions, Competition, Enforcement Actions

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Top 10 FAQs: the UK Rollout of eVisas

With the UK Government looking to phase out all physical immigration documents by the end of the year and transition all immigration status holders onto digital immigration permission (an “eVisa”), many employers are receiving…more

Foreign Nationals, Foreign Workers, Immigration Procedures, Passports, Travel

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Corp Fin Staff Posts Updated Guidance on Confidential Submissions of Registration Statements

The Staff of the Division of Corporation Finance posted questions and answers regarding the confidential submission process for draft registration statements.  …more

Corporate Finance, EDGAR, Emerging Growth Companies, Registration Statement, Securities Regulation

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Department of Commerce Seeks Comment on Proposed CIP Requirement and Foreign Access Restrictions for US Infrastructure as a Service (IaaS) Providers

On January 29, 2024, the US Department of Commerce’s Bureau of Industry and Security (the “Department”) issued a notice of proposed rulemaking seeking comment on a proposed regulation in response to the Executive Order (E.O.)…more

Artificial Intelligence, Bureau of Industry and Security (BIS), Cloud Computing, Comment Period, Customer Identification Program (CIP)

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Final Regulations Issued on Prevailing Wage and Apprenticeship Requirements under the Inflation Reduction Act

On June 18, 2024, the US Internal Revenue Service (“IRS”) and Department of the Treasury (“Treasury”) issued final regulations (“Final Regulations”) establishing rules for taxpayers intending to satisfy the prevailing wage and…more

Apprenticeships, Energy Projects, Final Rules, Inflation Reduction Act (IRA), Investment Tax Credits

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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Report: Reforms to Restore Confidence in the SEC

A number of trade associations (The Business Roundtable, the American Investment Council, The Center for Capital Markets Competitiveness of the US Chamber of Commerce, the Investment Company Institute, the Managed Funds…more

Capital Markets, Financial Markets, Financial Services Industry, Investors, Regulatory Reform

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Superior Labor Court Pivots, Authorizing Salary Deductions in Cases of Negative Compensatory Time

In March, the Second Chamber of the Brazilian Superior Labor Court has changed its position on the matter following a trial, upholding the validity of a collective labor agreement clause authorizing employers to make deductions…more

Brazil, Collective Bargaining, Compensation & Benefits, Employer Responsibilities, Wage and Hour

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SEC and FinCEN Propose Customer Identification Program Requirements for Certain Investment Advisers

I. INTRODUCTION - On May 13, 2024, the US Securities and Exchange Commission (“SEC”) and the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a joint notice of proposed rulemaking (the…more

Anti-Money Laundering, Compliance, Exempt Reporting Advisers (ERAs), Financial Institutions, Financial Markets

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State Prudential Standards for Mortgage Servicers: “Ahead of the Curve” or “Dead Man’s Curve”?

I was only 9 years old when Jan and Dean in 1963 released their hit song “Dead Man’s Curve.” I thought about this song when I read the Conference of State Bank Supervisors’ (“CSBS”) Proposed Regulatory Prudential Standards for…more

Consumer Financial Products, CSBS, FHFA, Financial Regulatory Reform, Financial Services Industry

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PCAOB Secures Complete Access to Inspect and Investigate Chinese Audit Firms, but SEC Signals Must Remain Vigilant

Last week, the U.S. Public Company Accounting Oversight Board (“PCAOB”) announced it had secured complete access to inspect and investigate issuer engagements of audit firms headquartered in China and Hong Kong, marking the…more

Audits, China, Corporate Governance, Foreign Corporations, Holding Foreign Companies Accountable Act (HFCAA)

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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Reform of the EU Foreign Direct Investment Screening Regulation – How might M&A Transactions be impacted?

On 24 January 2024, the European Commission (“Commission”) unveiled its proposals to reform the current EU Foreign Direct Investment Screening Regulation 2019/452 (“FDI Screening Regulation”). This forms part of a wider package…more

Acquisition Agreements, Corporate Sales Transactions, EU, Foreign Direct Investment, Member State

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Private Equity Roll-Ups: Court Dismisses Welsh Carson from Roll-Up Litigation

The Federal Trade Commission’s (FTC) push against private equity roll-ups has hit a snag. On May 14, 2024, US District Judge Kenneth Hoyt of the Southern District of Texas granted a motion to dismiss filed by Welsh, Carson,…more

Acquisition Agreements, Anti-Competitive, Antitrust Provisions, Competition, Enforcement Actions

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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The Legal Eye on AI: Intellectual Property and Artificial Intelligence

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Copyright, Copyright Infringement, EU

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Chairs of House and Senate Commerce Committees Announce Consumer Privacy Legislation

Last month, two key members of Congress released a draft of the American Privacy Rights Act (“APRA”), comprehensive legislation that would change the landscape of consumer privacy law in the United States. If passed, APRA would…more

Arbitration Agreements, Biometric Information, Consent, Consumer Privacy Rights, Data Collection

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Considerations for MSR Fund Investments

Join us for this episode of Financial Services Focus, where Lauren Pryor, Eric Edwardson, Haukur Gudmundsson and Krista Cooley dive into considerations for MSR (Mortgage Servicing Rights) fund investments and outline the…more

Consumer Financial Products, Financial Services Industry, Mortgage Servicers, Mortgage Servicing Rules, Mortgages

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Mozambique Regulates Local Content Obligations of the Concessionaires of Petroleum Rights

On July 5, 2024, the Ministry of Mineral Resources and Energy (Ministério dos Recursos Minerais e Energia - "MIREME") published Ministerial Diploma No. 55/2024 ("DM 55/2024") to establish within the scope of petroleum…more

Compliance, Energy Sector, Goods or Services, Hiring & Firing, Mozambique

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MSR Fund Investments: 7 Aspects to Consider

While residential mortgage lenders are facing tough headwinds driven by rising interest rates and low housing volume, the current market presents opportunities for savvy investors looking at mortgage servicing rights (“MSRs”)…more

Consumer Financial Products, Financial Services Industry, Investment Adviser, Investment Management, Lenders

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CVM publica regras que alteram ritos de participação e votação a distância em assembleias gerais de acionistas

Essa semana (04/06/2024), a Comissão de Valores Mobiliários (CVM) divulgou a Resolução CVM nº 204, que promove alterações na Resolução CVM nº 81/22 e traz inovações nas regras de participação e votação a distância em assembleias…more

Brazil, Business Entities, Corporate Governance, Securities Regulation, Shareholder Meetings

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Argument Shifting at the PTAB: Balancing the Right of Reply against the Petition’s Role as Case-in-Chief

A vexing issue in post-grant patent practice is understanding the limits of how far a patent challenger can deviate from the four corners of its petition during the proceeding. The petition is the challenger’s case-in-chief…more

Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board, Patents, Post-Grant Review

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Mexican Reform Regarding Electronic Negotiable Instruments

On March 26, 2024, the President of Mexico published the reform passed by the Mexican Congress to the General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito, “LGTOC”), and…more

Consumer Financial Products, Credit, Financial Institutions, Financial Instruments, Financial Services Industry

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Quick Reference Chart On Key Global Climate-Related Disclosure Rules

Climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating from numerous governmental authorities and non-governmental…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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The Road Ahead – The Automated Vehicles Bill Becomes Law

The Automated Vehicles Act 2024 (the "Act") received royal assent on 20 May 2024, two days before the general election was announced and the wash-up period began for the now-dissolved Parliament…more

Automotive Industry, Connected Cars, Driverless Cars, Innovative Technology, Motor Vehicles

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JAMS Adopts New Mass Arbitration Rules and Fee Schedules

For businesses that use consumer and workplace arbitration agreements designating JAMS as their arbitration administrator, there is an important new development: JAMS has announced new Mass Arbitration Procedures and Guidelines…more

American Arbitration Association, Arbitration, Arbitration Agreements, Arbitrators, Class Action

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Key Legal Considerations in Use of Portfolio Company Data

There is a great deal more to monetizing data than setting up a data lake. In this episode, we discuss legal issues faced by investment funds working to drive returns by analyzing the operational data of their portfolio…more

Best Practices, Big Data, Data Sets, Investment Funds, Monetization

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US Senate Committee Passes Legislation to Prohibit Agencies from Awarding Contracts to Consulting Firms That Also Work for China and Other Countries

On May 15, 2024, the Senate Homeland Security and Government Affairs Committee (the “Committee”) passed an amended version of the “Time to Choose Act of 2024” (the “Act”) on a bipartisan 10-1 vote. If enacted, the legislation…more

Department of Defense (DOD), Federal Contractors, Foreign Entities, Government Agencies, National Security

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Section 871(m) and BEAT Qualified Derivative Payment Reporting Phase-Ins Extended Two More Years

On May 22, 2024, the US Department of Treasury and the IRS issued two important notices—one delaying the full implementation of the withholding rules on dividend equivalent payments, and the other on derivative reporting for…more

Base Erosion and Anti-Abuse Tax (BEAT), Derivatives, Dividends, IRS, Section 871(m)

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Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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FinCEN Proposes Rule Reinforcing Financial Institutions’ Duty to Design and Maintain Risk-Based AML/CFT Programs

On June 28, 2024, the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a notice of proposed rulemaking (“June 2024 NPRM”) to crystalize its long-held expectation that financial institutions use…more

Anti-Money Laundering, Bank Secrecy Act, Banking Sector, Compliance, Financial Institutions

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Proposed State Securities Registration Amendments for Smaller Offerings

On November 1, 2018, the North American Securities Administrators Association, Inc. (“NASAA”) released for public comment proposed updates to the SCOR Statement of Policy and the SCOR Form (Form U-7). According to the NASAA,…more

Amended Rules, Bad Actors, Financial Statements, NASAA, Registration Requirement

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2023 Trends for Technology Transactions

As 2023 begins, we are coming off many years of fast and frothy innovation with a great deal of new complexity in both products and business models. We now face a downturn. Prominent companies across the economy are announcing…more

Artificial Intelligence, Cloud Service Providers (CSPs), Cost-Savings, Digital Platforms, Economic Downturn

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Report by the Joint Committee of the European Supervisory Authorities on the EU Securitisation Regulation

Introduction - The Joint Committee of the European Supervisory Authorities (the "Joint Committee" and the "ESAs", respectively) has published a report on the implementation and functioning of the EU Securitisation…more

EU, European Supervisory Authorities (ESAs), Risk Retention, Securitization, Securitization Market

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

See all updates »

NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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US Appeals Court Temporarily Halts SEC's Climate Change Disclosure Rules

On March 15, 2024, the US Court of Appeals for the Fifth Circuit granted an administrative stay of the climate-related disclosure rules recently adopted by the US Securities and Exchange Commission (the “SEC”). The SEC rules…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

See all updates »

US Treasury Releases Final Regulations Addressing Domestic Control Determinations Under FIRPTA

On April 24, 2024, the Treasury Department and the IRS released final regulations under Section 897 that change the rules for determining whether qualified investment entities (QIEs) are domestically controlled under the Foreign…more

C-Corporation, FIRPTA, Foreign Ownership, Internal Revenue Code (IRC), IRS

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FHA Branch Offices Could Become a Thing of the Past: HUD Finalizes Rule Eliminating Mandatory Branch Office Registration

Federal Housing Administration (“FHA”) approved lenders and mortgagees will no longer be required to register their branch offices. The US Department of Housing and Urban Development (“HUD”) published a final rule (the “Final…more

Branch Offices, Consumer Financial Products, Federal Housing Administration (FHA), Final Rules, Financial Services Industry

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New Mexican Power Regulatory Framework – Defense Mechanisms Available to Investors

The current administration has sustained an attack against the electricity legal framework established by its predecessor. The new framºework reflects a major change in policy concerning the participation of the private sector…more

Competition, Electricity, Energy Policy, Energy Reform, Investor Protection

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Notice provisions should not become a "technical minefield" says the English Court of Appeal

In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share purchase…more

Appeals, Buyers, Contract Terms, Notice Requirements, Sellers

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US Interagency statement on the use of alternative data in credit underwriting

On December 3rd, the Board of Governors of the Federal Reserve System, the Consumer Financial Protection Bureau, the Federal Deposit Insurance Corporation, the National Credit Union Administration and the Office of the…more

Consumer Credit Protection, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Credit, FDIC

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Sustainable data centers—The German Energy Efficiency Act: What data center operators need to consider now and in the future

The German Energy Efficiency Act (the “Act”) came into force at the end of 2023. As of January 1, 2024, energy efficiency obligations apply specifically to data centers. The Act provides for new rules on energy efficiency,…more

Data Centers, Data Management, Energy Efficiency, Energy Policy, Environmental Policies

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Mozambique Regulates Local Content Obligations of the Concessionaires of Petroleum Rights

On July 5, 2024, the Ministry of Mineral Resources and Energy (Ministério dos Recursos Minerais e Energia - "MIREME") published Ministerial Diploma No. 55/2024 ("DM 55/2024") to establish within the scope of petroleum…more

Compliance, Energy Sector, Goods or Services, Hiring & Firing, Mozambique

See all updates »

Emissions on International Flights: ANAC Publishes Regulations Incorporating Corsia Rules in Brazil

On May 14, 2024, Brazil’s National Civil Aviation Agency (“ANAC”) approved Resolution No. 743/2024 (“Resolution”), which regulates the monitoring and offsetting of carbon dioxide (“CO2”) emissions on international flights. Two…more

Aircraft, Airlines, Aviation Industry, Brazil, Carbon Emissions

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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US Treasury to Propose Regulations on Domestic Content Bonus Credit

On May 12, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) released a notice of intent to issue proposed regulations on the domestic content bonus credit for certain clean energy projects…more

Clean Energy, Energy Projects, Inflation Reduction Act (IRA), Internal Revenue Code (IRC), Investment Tax Credits

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US Securities and Exchange Commission Increases Focus on Cybersecurity

This past summer’s string of cyber enforcement actions signals that cybersecurity has become a top priority for the US Securities and Exchange Commission (“SEC”). This focus is consistent with the SEC’s Division of Examinations…more

Broker-Dealer, Cyber Attacks, Cybersecurity, Data Breach, Data Protection

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United States: Restrictive Covenants

The enforceability of restrictive covenants in the United States is currently governed by state law, although that may change if federal rules or legislation are enacted to address such covenants. State laws regarding…more

Competition, Confidential Information, Contract Terms, Employer Liability Issues, Employment Contract

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

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Brazilian Federal Revenue Establishes Rules for New ‘DIRBI' Tax Return

In a move to regulate the ancillary obligation created by Provisional Measure No. 1,227/2024, on June 18, 2024, the Brazilian Federal Revenue Service (RFB) published Normative Instruction RFB No. 2,198/2024 (the “Instruction”),…more

Brazil, Fines, Tax Benefits, Tax Credits, Tax Incentives

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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US Banking Regulators Finalize Nonbank Lending Reporting Requirements

On May 22, 2024, the US federal banking regulators finalized a new set of reporting requirements for bank loans and commitments to fund finance facilities, private credit lenders, and other nonbank financial entities.This change…more

Banking Regulators, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

See all updates »

Ripple is Not a Tidal Wave – the SEC’s Case Against Terraform Labs Provides a Quick Counterpoint to the Recent Ripple Ruling

Just weeks after the novel securities analysis in SEC v. Ripple Labs was handed down by Judge Analisa Torres, a different judge in the Southern District of New York has distinguished the approach taken in Ripple and argued…more

Capital Markets, Cryptoassets, Digital Assets, Financial Services Industry, Financial Transactions

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

See all updates »

Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

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Argentina Passes Sweeping Economic Reforms: Deregulation, Privatizations, and Promotion of Private Investments in Large Projects

On June 27, 2024, the Argentine Congress passed Argentine Law No. 27,742, translated in English as the “Bases and starting points for the liberty of the Argentine people” and commonly referred to in Spanish as the “Ley Bases.”…more

Argentina, Energy Policy, Incentives, Infrastructure, Investment

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UK Government consults stakeholders on changes to UK REACH

On 16 May 2024, the UK Government launched an open consultation seeking stakeholders' views on various government proposals and policy options aimed at facilitating the transition of companies from EU REACH to UK REACH, and…more

Hazardous Substances, Imports, Manufacturers, Registration Requirement, Regulatory Requirements

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Disclosing Perks and Payments

The Securities and Exchange Commission recently announced a settlement with Oregon-based freight transportation supply company, The Greenbrier Companies Inc., and founder and former CEO and Chairman, William A. Furman, for (i)…more

Compensation & Benefits, Corporate Governance, Enforcement Actions, Executive Compensation, Failure To Disclose

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US Investment Ban Targeting Companies Deemed Linked to Chinese Military Expanded to Chinese Surveillance Technology Sector

A new executive order (the “EO”) signed by President Biden on June 3, 2021, amends existing prohibitions on US investments in companies that the US government has determined support the military of the People’s Republic of China…more

American Depository Receipts (ADRs), Biden Administration, China, Economic Sanctions, Executive Orders

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An Update on Carbon Capture Legislation Following Louisiana’s 2024 Regular Legislative Session

Since the US Environmental Protection Agency (EPA) granted Louisiana primary enforcement authority over Class VI underground injection wells, there have been a number of legislative developments aimed at regulating carbon…more

Carbon Capture and Sequestration, Carbon Emissions, Environmental Policies, Environmental Protection Agency (EPA), Louisiana

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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TCU Approves Normative Instruction on Its Involvement in Leniency Agreements

On Wednesday, February 21, 2024, the Federal Court of Accounts (Tribunal de Contas da União, “TCU”) approved a new normative instruction regulating joint actions of the TCU and the Office of the Comptroller General of the…more

Brazil, Investigations, Leniency Documents, Settlement Agreements

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Brazil’s New Tax Rules for Infrastructure Investments

Below we list some key tax legislative changes that are relevant to new investments in infrastructure projects and that are already in force or have been announced by the government and are under discussion in the National…more

Bonds, Brazil, Debentures, Infrastructure, International Tax Issues

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

See all updates »

US Department of Labor Publishes Final Amendment to QPAM Exemption

On April 3, 2024, the US Department of Labor (“DOL”) published the final amendment (“Amendment”) to Prohibited Transaction Class Exemption 84-14, otherwise known as the “QPAM Exemption” (“Exemption”).1 The Exemption is commonly…more

Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA), Exemptions, New Amendments

See all updates »

Sustainable data centers—The German Energy Efficiency Act: What data center operators need to consider now and in the future

The German Energy Efficiency Act (the “Act”) came into force at the end of 2023. As of January 1, 2024, energy efficiency obligations apply specifically to data centers. The Act provides for new rules on energy efficiency,…more

Data Centers, Data Management, Energy Efficiency, Energy Policy, Environmental Policies

See all updates »

SEC Staff Grants Temporary Relief from Compliance with Rule 15c2-11 for Rule 144A Fixed Income Securities

With the January 3, 2023, deadline fast approaching for compliance with Exchange Act Rule 15c2-11, as amended and reinterpreted by the staff of the US Securities and Exchange Commission (“SEC”) to apply to fixed income…more

Financial Services Industry, Fixed Income Investments, Investment Management, No-Action Letters, Relief Measures

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Proposed Rule 192: Conflicts of Interest in Asset-Backed Securitization

The Securities and Exchange Commission (the “Commission”) published proposed Rule 192 (Conflicts of Interest Relating to Certain Securitizations) on January 25, 2023 and closed the public comment period on March 27, 2023. After…more

Asset-Backed Securities, Conflicts of Interest, Proposed Rules, Regulatory Agenda, Regulatory Reform

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Navigating Mortgage M&A: Third Party Consents – Warehouse Facilities and Regulatory Approvals

We are pleased to introduce the latest episode of Navigating Mortgage M&A, a collaborative effort between Mayer Brown and Mortgage Advisory Partners. In this episode, Third Party Consents – Warehouse Facilities and Regulatory…more

Acquisitions, Commercial Mortgages, Commercial Property Owners, Mergers, Mortgages

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Outline CRR III / CRD VI - Final Basel III Standards

I. IMPLEMENTING BASEL III THROUGH THE CRR III REGULATION - The Basel III standards comprise a package of reforms that were largely agreed by the Basel Committee on Banking Supervision ("BCBS") in December 2017 and set out in…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Basel III, Borrowers, Capital Markets

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EU extends sanctions against Belarus to fight circumvention

Following the adoption of its 14th sanctions package against Russia, the European Union ("EU") extended the scope of its sanctions against Belarus with a view to "mirroring several of the restrictive measures already in place…more

Asset Freeze, Belarus, Economic Sanctions, EU, Foreign Policy

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2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and…more

Corporate Governance, Environmental Social & Governance (ESG), Proxy Season, Proxy Statements, Proxy Voting Guidelines

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Waivers of Code of Conduct for Nasdaq Listed Companies

On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and IM-5610. …more

Board of Directors, Code of Conduct, Corporate Executives, Corporate Governance, Financial Markets

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

See all updates »

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened…more

Board of Directors, Controlling Stockholders, Corporate Entities, Corporate Governance, Delaware General Corporation Law

See all updates »

Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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EU Institutions Reach Political Agreements On Anti-Money Laundering and Countering the Financing of Terrorism Package

On January 17, 2024, the Council of the European Union (Council) and the European Parliament (Parliament) announced that a political agreement had been reached on (i) a new Regulation setting forth a single anti-money laundering…more

AML/CFT, Anti-Corruption, Anti-Money Laundering, Corruption, EU

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Bulletin: Maritime & Port Edition 1 | May/June 2024

In light of the constant updates in the maritime sector, our Ports and Maritime team is launching this Bulletin. Here we cover the main legislative events, developments in Brazil’s National Agency of Waterway Transportation…more

Brazil, Maritime Transport, Ocean Transportation System, Ports, Shipping

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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I Shall (Not) Be Released: With Purdue Pharma Decision, US Supreme Court Remakes Chapter 11 Landscape

They say every man needs protection, they say that every man must fall. For over 40 years, “the bankruptcy community has recognized the resolution of mass tort claims as a widely accepted core function of bankruptcy courts,” and…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Complex Litigation, Creditors

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The US Foreign Agents Registration Act (FARA): Key Issues to Watch in 2024

With recent high-profile prosecutions continuing to draw attention to the Foreign Agents Registration Act (FARA) and related political laws, and a number of notable announcements by Department of Justice (DOJ) officials at a…more

Criminal Prosecution, Department of Justice (DOJ), Foreign Agents, Foreign Agents Registration Act (FARA), Foreign Governments

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Singapore Court of Appeal Considers Effect of New Arbitration Agreement on Pending Arbitration

Last week, in CNA v. CNB and another [2024] SGCA(I) 2, the Singapore Court of Appeal published its grounds for dismissing an appeal against a decision of the Singapore International Commercial Court (SICC) which declined to set…more

Arbitration, Arbitration Agreements, Breach of Duty, Contract Disputes, Jurisdiction

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Conditions precedent: own wrongdoing cannot be used to escape debt

Summary - In King Crude Carriers SA & Ors v Ridgebury November LLC & Ors, handed down last month, the English Court of Appeal considered the principle in Mackay v Dick & Stevenson…more

Business Disputes, Condition Precedent, Contract Disputes, Contract Terms, Debt

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AI Governance: Common Grounds and Synergies with Proposed Frameworks Globally

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Anti-Corruption, Artificial Intelligence, Compliance, Corporate Governance, EU

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Did the Seventh Circuit Just Sound the Death Knell for Mootness Fees?

For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to…more

Class Action, Corporate Sales Transactions, Disclosure Requirements, Fees, Merger Agreements

See all updates »

USCIS Fees Increase: Paying the Price of Admission to the United States

On April 1, 2024, US Citizenship and Immigration Services (USCIS) implemented new costs for many common immigration filings, resulting in a fee increase of 100% to 200% for certain benefit requests…more

Fees, Filing Fees, Foreign Workers, H-1B, Immigration Procedures

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Key Takeaways from the CFPB Proposal to Amend Regulation X Mortgage Servicing Rules

Members of Mayer Brown’s Financial Services team summarize the main takeaways of the CFPB’s proposal to amend the Regulation X mortgage servicing rules. We focus on the proposal to amend the requirements for mortgage servicers…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Mortgage Servicers, Mortgage Servicing Rules

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US Offshore Wind Development: 2021 Year in Review and Looking Ahead

The new year has only just begun, and it is already shaping up to be another exciting one for the energy transition. In the US and elsewhere, governments, traditional and non-traditional energy corporations, and investors are…more

Biden Administration, BOEM, Economic Development, Electric Generation Suppliers, Energy Policy

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Colorado Governor Signs Comprehensive AI Bill

On May 17, 2024, Colorado became the first state to enact comprehensive AI legislation. Governor Jared Polis signed Senate Bill 24-205, “Concerning Consumer Protections in Interactions with Artificial Intelligence Systems,”…more

Algorithms, Artificial Intelligence, Automation Systems, Colorado, Innovative Technology

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Private Equity Roll-Ups: Court Dismisses Welsh Carson from Roll-Up Litigation

The Federal Trade Commission’s (FTC) push against private equity roll-ups has hit a snag. On May 14, 2024, US District Judge Kenneth Hoyt of the Southern District of Texas granted a motion to dismiss filed by Welsh, Carson,…more

Acquisition Agreements, Anti-Competitive, Antitrust Provisions, Competition, Enforcement Actions

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An Update on Carbon Capture Legislation Following Louisiana’s 2024 Regular Legislative Session

Since the US Environmental Protection Agency (EPA) granted Louisiana primary enforcement authority over Class VI underground injection wells, there have been a number of legislative developments aimed at regulating carbon…more

Carbon Capture and Sequestration, Carbon Emissions, Environmental Policies, Environmental Protection Agency (EPA), Louisiana

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SEC Proposes Amendments That Would Place New Cybersecurity Reporting and Disclosure Requirements on Public Companies

On March 9, 2022, the US Securities and Exchange Commission (SEC) voted 3-1 to propose new rules and amendments under the Securities Exchange Act of 1934 that would constitute the SEC’s first attempt to adopt specific rules to…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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HKMA Rolls Out Standards for the Sale of Sustainable Investment Products

The Hong Kong Monetary Authority (HKMA) recently announced in a circular its expected standards for the sale and distribution of green and sustainable investment products by registered institutions (RIs). This is to ensure that…more

Capital Markets, Financial Institutions, Financial Services Industry, Green Finance, Green Infrastructure

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Blackbaud Inc. to Pay $3 Million to SEC for Alleged Misleading Disclosures in 2020 Ransomware Attack

On March 9, 2023, the Securities and Exchange Commission (“SEC”) announced that Blackbaud Inc. (“Blackbaud”) agreed to pay $3 million to settle charges for alleged misleading disclosures about its 2020 ransomware attack and for…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Are notice provisions conditions precedent to loss and expense claims in construction disputes?

In a recent Scottish decision, FES Ltd v HFD Construction Group Ltd [2024] CSOH 20, the Court of Session, Scotland’s Supreme Civil Court, held that under the SBCC Standard Building Contract with Quantities for use in Scotland…more

Condition Precedent, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

See all updates »

Going Through Changes: Transitioning to a LIBOR-less World for Consumer Loans

It is widely anticipated that the London Interbank Offered Rate (“LIBOR”) will be discontinued in 2021. As LIBOR commonly is used as an index rate for both residential mortgage and consumer loans, its discontinuance has the…more

Adjustable Rate Financial Products, Adjustable-Rate Mortgage, Alternative Reference Rates Committee (ARRC), Consumer Financial Products, Consumer Lenders

See all updates »

US – Storing CO2 And Lowering Emissions (SCALE) Act

On March 17, 2021, U.S. Senators Chris Coons (D-Del.) and Bill Cassidy, M.D. (R-La.) and U.S. Representatives Marc Veasey (D-Texas) and David McKinley (R-W.Va.) introduced the Storing CO2 And Lowering Emissions (SCALE) Act…more

Carbon Capture and Sequestration, Energy Policy, Energy Reform, Federal Funding, Legislative Agendas

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Jolting the Grid: US DOE Begins Implementing Bipartisan Infrastructure Bill

On January 13, 2022, the US Department of Energy (DOE) issued a notice of intent regarding its Building a Better Grid Initiative (Initiative), an effort to encourage the modernization of the nation’s existing electric…more

Biden Administration, Carbon Emissions, Climate Action Plan, Department of Energy (DOE), Energy Policy

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The Federal Trade Commission’s Final Rule on Non-Competes: the Baby or the Bathwater?

For decades, many courts and legislatures at the state and federal level have largely approved the use of non-compete covenants between employers and employees. The legality of a non-compete provision is routinely determined by…more

Competition, Confidential Information, Employer Liability Issues, Employment Contract, Federal Labor Laws

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Irrevocable Payment Undertakings and Buyer-Led Supply Chain Finance; Mass Confusion Abounds

Many supply chain finance programs are structured on what is called a “buyer-led” or “buyer-focused” basis. In certain of these types of programs, although the bank or other financier providing the program (the “Finance…more

Financing, Goods or Services, Payment Terms, Structured Finance, Suppliers

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Brazilian Tax Reform: Complementary Bill of Law No. 68/2024

On April 24, 2024, the Executive Branch introduced Complementary Bill of Law No. 68/2024 ("PLP 68" or the “Bill”), which creates the Tax and the Contribution on Goods and Services ("IBS" and "CBS") as well as the Selective Tax…more

Brazil, Goods or Services, International Tax Issues, Tax Liability, Tax Rates

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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The Corporate, Tax and Regulatory Aspects of Brazil’s Sports Betting Law

On December 30, 2023, President Luiz Inácio Lula da Silva sanctioned, with vetoes, Law No. 14,790, which regulates fixed-odds betting on sports in real or virtual events (e-sports). Law 14.790/2023 consolidated aspects…more

Brazil, Corporate Taxes, eSports, Regulatory Requirements, Sports Betting

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UK Supreme Court rules that all fossil fuel projects must be assessed for future impact

The UK Supreme Court’s landmark judgment in R (on the application of Finch on behalf of the Weald Action Group) v Surrey County Council and others (“Finch”) was handed down on 20 June 2024. Since then, more recent developments…more

Energy Policy, Greenhouse Gas Emissions, Infrastructure, Mineral Extraction, Oil & Gas

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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BIS Issues First ICTS Ban, Prohibiting Sales and Updates to Kaspersky Products and Services in the US, while OFAC Sanctions Senior Executives and Directors

On June 20, 2024, the Department of Commerce's Bureau of Industry and Security (BIS) issued a Final Determination (“Determination”) prohibiting Kaspersky Lab, Inc.—the US subsidiary of the Russia-based antivirus software and…more

Bureau of Industry and Security (BIS), Data Protection, Enforcement Actions, Kaspersky, National Security

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

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PART II. Key Policy Directives for China’s Energy Transition: Implementation of the National 14th Five Year Plan

After China’s annual Two Sessions in March, policy directives by departmental ministries and provincial governments on energy transition have come into shape. The first quarter of 2021 saw the country experiencing a steady…more

Carbon Emissions, China, Energy Projects, Energy Sector, Renewable Energy

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Did the Seventh Circuit Just Sound the Death Knell for Mootness Fees?

For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to…more

Class Action, Corporate Sales Transactions, Disclosure Requirements, Fees, Merger Agreements

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Eye on Critical Minerals - January 2024

Welcome to Mayer Brown’s Critical Minerals Newsletter which focuses on some of the key legal issues and developments that have been affecting the sector over recent months…more

Joint Venture, Mineral Exploration, Mineral Extraction, Minerals, Mining

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Top 10 Practice Tips: Debt Tender Offers

The following 10 practice points are intended to help you in assisting an issuer with a proposed debt tender offer for cash. Often, issuers of debt securities seek to manage their outstanding obligations through liability…more

Corporate Issuers, Debt Securities, Inter-Bank Offered Rates (IBORs), Libor, Tender Offers

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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Developments and Trends in Delaware Officer Exculpation Charter Amendments

In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages for…more

Board of Directors, Breach of Duty, Corporate Charters, Corporate Governance, Delaware General Corporation Law

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SEC Streamlines Options for Expiring Confidential Treatment Orders

On March 9, 2021, the Corporation Finance Division of the Securities and Exchange Commission (SEC) updated its guidance in Disclosure Topic No. 7 for preserving confidential treatment of exhibits redacted pursuant to an SEC…more

Confidential Treatment Orders, Disclosure Requirements, Regulation S-K, Securities and Exchange Commission (SEC), Securities Regulation

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Conflict Resolution: The SEC Adopts Final Rule 192 (Conflicts of Interest in Securitization Transactions)

Highlights- On November 27, 2023, the US Securities Exchange Commission (“SEC”) adopted final Securities Act Rule 192 (“Final Rule 192”) prohibiting certain conflicts of interest in securitization transactions…more

Asset-Backed Securities, Conflicts of Interest, Final Rules, Financial Transactions, Regulatory Reform

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Conditions precedent: own wrongdoing cannot be used to escape debt

Summary - In King Crude Carriers SA & Ors v Ridgebury November LLC & Ors, handed down last month, the English Court of Appeal considered the principle in Mackay v Dick & Stevenson…more

Business Disputes, Condition Precedent, Contract Disputes, Contract Terms, Debt

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SEC Enforcement Annual Report FY2020: Key Takeaways and Trends

On November 2, 2020, the U.S. Securities and Exchange Commission (“SEC”) Division of Enforcement staff published its annual enforcement report for fiscal year 2020. This has been an unprecedented year, including for the SEC’s…more

Annual Reports, Broker-Dealer, Corporate Counsel, Enforcement Actions, Enforcement Statistics

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SEC Reporting Issues for Foreign Private Issuers: Bloomberg Tax Portfolio 5507-4th

Portfolio 5507 discusses the securities laws applicable to foreign private issuers that access the U.S. capital markets and the integrated disclosure system…more

Corporate Governance, Disclosure Requirements, Foreign Private Issuers, Form 20-F, Publicly-Traded Companies

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Beyond Brexit: How Does the New Relationship between the UK and EU Affect Technology Transactions?

The end of the Brexit transition period and the implementation of the new UK/EU Trade Agreement have had a significant impact on technology transactions throughout Europe. Businesses entering into Europe-wide technology…more

Cross-Border Transactions, Data Privacy, Data Protection, EU, International Data Transfers

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The unknown unknowns: settling future employment claims in the UK

The well-known interview comment above was made by former US Secretary of Defence, Donald Rumsfeld. While he was referring to matters of national security more than 20 years ago, the question has often arisen in the context of…more

Employees, Employer Liability Issues, Employment Litigation, International Labor Laws, Settlement Agreements

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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Modification of Intra-Group Debt Instruments

Background. Just as with debt instruments between unrelated parties, the current economic downturn may cause related parties to want to modify the terms of debt instruments existing between them…more

Debt Instruments, Forbearance Agreements, Income Taxes, Modification

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UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty -…more

Beneficial Owner, Breach of Duty, Breach of Trust, Business Ownership, Fiduciary Duty

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US Agencies Proposed Revisions to Volcker Rule Covered Funds Provisions

On January 30, 2020, the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (“FDIC”), the Office of the Comptroller of the Currency (“OCC”), the Securities and Exchange…more

Banking Reform, Banking Regulators, CFTC, Covered Funds, FDIC

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Outline CRR III / CRD VI - Final Basel III Standards

I. IMPLEMENTING BASEL III THROUGH THE CRR III REGULATION - The Basel III standards comprise a package of reforms that were largely agreed by the Basel Committee on Banking Supervision ("BCBS") in December 2017 and set out in…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Basel III, Borrowers, Capital Markets

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Private Equity in Healthcare: Increased Scrutiny from FTC, DOJ, and HHS

Private equity acquisitions in healthcare will likely face increased scrutiny from multiple federal departments, as well as from state antitrust enforcement officials…more

Acquisition Agreements, Antitrust Provisions, Comment Period, Competition, Department of Health and Human Services (HHS)

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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English High Court enforces foreign judgment that is unenforceable in the jurisdiction of origin

The English High Court held in Invest Bank PSC v El-Husseini [2023] EWHC 2302 that a foreign judgment with res judicata effect in its jurisdiction of origin can be enforced in England at common law even if it is unenforceable in…more

Enforcement of Foreign Judgments, English Common Law, Foreign Judgments, Jurisdiction, Res Judicata

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Market Trends 2018/2019: Staff Legal Bulletins No.14I and 14J on Shareholder Proposals

This market trends article discusses Staff Legal Bulletin No. 14I and Staff Legal Bulletin No. 14J of the Divisionm of Corporation Finance of the Securities and Exchange Commission, both of which provide guidance with respect to…more

Board Analysis, Compensation & Benefits, Corporate Governance, Executive Compensation, Micromanagement

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New FTC and DOJ Antitrust Division Document Preservation Guidance Takes Aim At Collaboration Tools and Messaging Platforms

The FTC and DOJ’s Antitrust Division recently announced that they are updating their guidance regarding how parties in enforcement and investigative matters must preserve electronically stored information (“ESI”) from…more

Antitrust Division, Data Management, Data Preservation, Data Retention, Department of Justice (DOJ)

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US Banking Regulators Finalize Nonbank Lending Reporting Requirements

On May 22, 2024, the US federal banking regulators finalized a new set of reporting requirements for bank loans and commitments to fund finance facilities, private credit lenders, and other nonbank financial entities.This change…more

Banking Regulators, Banks, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Vietnam's New Banking Law for Foreign Investors - Five Key Takeaways

The full text of the new Credit Institution Law No. 32/2024/QH15 (the "New Law") adopted by the National Assembly on 18 January 2024 has now been released. The New Law governs Vietnamese credit institutions and foreign bank…more

Banks, Consumer Financial Products, Credit Institutions, Financial Regulatory Reform, Financial Services Industry

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United States Considers Deployment of its Military Contractors to Ukraine

The US government could soon allow private US military contractors to operate in Ukraine to maintain and service weapons supplied by the United States (the “MC Policy”), according to a recent CNN news report. This type of…more

Federal Contractors, Foreign Policy, Military Conflict, Military Service Members, NATO

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Mayer Brown Submits Amicus Brief For Chamber Of Commerce In Seventh Circuit Appeal Involving Proper Application Of Punitive Damages Guideposts

Although the Supreme Court identified three guideposts for evaluating whether a punitive award is unconstitutionally excessive 23 years ago in BMW v. Gore and refined those guideposts 16 years ago in State Farm v. Campbell,…more

Amicus Briefs, Appeals, Breach of Contract, Calculation of Damages, Chamber of Commerce

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SEC Division of Examinations Risk Alert: New SEC Leadership Continues Focus on Examinations Related to Digital Asset Securities

On February 26, 2021, the US Securities and Exchange Commission’s (“SEC”) Division of Examinations published a risk alert in connection with the offer, sale, and trading of digital assets that are securities. The risk alert…more

Bitcoin, Blockchain, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT)

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SEC Increasingly Turns Focus Toward Strength of Cyber Risk Disclosures

On June 11, 2021, the US Securities and Exchange Commission (“SEC” or “Commission”) announced that it would focus on cybersecurity disclosures made by public companies as part of its regulatory agenda. Given the SEC’s continued…more

Cyber Attacks, Cybersecurity, Data Breach, Data Protection, Disclosure Requirements

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Fed Chair Powell's Update on Basel Endgame

Join us for the latest episode of Financial Services Focus for a discussion of Federal Reserve Chair Jerome Powell’s recent Humphrey-Hawkins testimony before the House Financial Services Committee and Senate Banking Committee…more

Consumer Financial Products, Federal Reserve, Financial Services Committee, Financial Services Industry, Regulatory Agenda

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Eighth Circuit Okays 25:1 Ratio In Fraud Case

Ordinarily, a ratio of 25:1 would ring the death knell for a punitive damages award. But just as a 1:1 ratio is not always a safe harbor, a double-digit ratio is not always indicative of a punitive award that exceeds…more

Car Dealerships, Compensatory Damages, Failure To Disclose, Fraud, Punitive Damages

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Updates on Saudi Arabia's Regional Headquarters Program

Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA. …more

Business Formation, Corporate Governance, Corporate Structures, Doing Business, Foreign Corporations

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Going Through Changes: Transitioning to a LIBOR-less World for Consumer Loans

It is widely anticipated that the London Interbank Offered Rate (“LIBOR”) will be discontinued in 2021. As LIBOR commonly is used as an index rate for both residential mortgage and consumer loans, its discontinuance has the…more

Adjustable Rate Financial Products, Adjustable-Rate Mortgage, Alternative Reference Rates Committee (ARRC), Consumer Financial Products, Consumer Lenders

See all updates »

Hong Kong: Restrictive Covenants

Restrictive covenants with the sole aim of preventing competition will not be upheld by Hong Kong courts. In cases where there is a legitimate interest to be protected, restrictive covenants must be reasonable and not go beyond…more

Competition, Confidential Information, Contract Terms, Employment Contract, Hiring & Firing

See all updates »

Software and Data Audits: Tips to Avoid the Traps

Licensees face financial risk and operational disruption in audits by their software and data vendors. Changes in technology are driving a current surge in those audits. Join Mayer Brown partners Richard Assmus, Brad Peterson…more

Audits, Contract Negotiations, Licensees, Risk Mitigation, Software

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Structured Finance Bulletin - Winter 2020

The implications of the 2020 election for structured finance are coming into focus. Informed by our discussions in Washington, we can anticipate the likely direction of federal policy over the next two years that will impact the…more

Biden Administration, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Financial Regulatory Reform, GSE

See all updates »

Hawaii: Solar System is Not Placed in Service Until All State Law Requirements Have Been Satisfied

In September, the State of Hawaii Department of Taxation issued a letter ruling (Hawaii Letter Ruling No. 2018-01) that clarified the “placed in service” requirement in the application of the Renewable Energy Technologies Income…more

Clean Energy, Energy Projects, Renewable Energy, Solar Energy, Solar Panels

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Singapore Court of Appeal Considers Effect of New Arbitration Agreement on Pending Arbitration

Last week, in CNA v. CNB and another [2024] SGCA(I) 2, the Singapore Court of Appeal published its grounds for dismissing an appeal against a decision of the Singapore International Commercial Court (SICC) which declined to set…more

Arbitration, Arbitration Agreements, Breach of Duty, Contract Disputes, Jurisdiction

See all updates »

Outline CRR III / CRD VI - Final Basel III Standards

I. IMPLEMENTING BASEL III THROUGH THE CRR III REGULATION - The Basel III standards comprise a package of reforms that were largely agreed by the Basel Committee on Banking Supervision ("BCBS") in December 2017 and set out in…more

Banking Sector, Basel Committee on Banking Supervision (BCBS), Basel III, Borrowers, Capital Markets

See all updates »

US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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The New UK Securitisation Rules

On 30 April 2024 the Financial Conduct Authority (“FCA”) and the Prudential Regulation Authority (“PRA”) published Policy Statements1 (the “Policy Statements”) setting out their final rules relating to securitisation and…more

Financial Conduct Authority (FCA), Financial Markets, Policy Statement, Prudential Regulation Authority (PRA), Securitization

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Late Payment Regulation: the European Parliament introduces amendments as it adopts its first reading position

On 23 April 2024, the European Parliament (EP) adopted its first-reading position and, in doing so, introduced amendments to the European Commission's (EC) proposal for a Regulation on late payment. In our update from last…more

Creditors, Debtors, EU, European Commission, European Parliament

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

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UK Court Of Appeal Overturns Judgment In Latest Italian Swaps Decision Concerning Corporate Capacity

In December 2023, the England & Wales Court of Appeal unanimously overturned the high-profile ruling handed down by the Commercial Court in October 2022 in the case of Banca Intesa Sanpaolo and Dexia v Comune di Venezia. In its…more

Banks, Commercial Litigation, Financial Crisis, ISDA, ISDA Master Agreement

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SEC Votes on Changes to Shareholder Proposal and Proxy Solicitation Rules

Shareholder Proposal - Rule On July 13, 2022, the US Securities and Exchange Commission (the “SEC”) proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the…more

Corporate Governance, Proposed Rules, Proxy Solicitations, Proxy Voting, Publicly-Traded Companies

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Implementation Plan to Vietnam’s PDP8 Released

Following the release of Vietnam’s eighth national power development plan (“PDP8”) in mid-2023, the Prime Minister has now approved the implementation plan to PDP8 under Decision No. 262/QD-TTg (“Decision 262”). As the name…more

Biomass, Energy Policy, Energy Projects, Energy Reform, Offshore Wind

See all updates »

Colorado Governor Signs Comprehensive AI Bill

On May 17, 2024, Colorado became the first state to enact comprehensive AI legislation. Governor Jared Polis signed Senate Bill 24-205, “Concerning Consumer Protections in Interactions with Artificial Intelligence Systems,”…more

Algorithms, Artificial Intelligence, Automation Systems, Colorado, Innovative Technology

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NAV Credit Facilities: The Spectrum of Collateral Structures

Executive Summary - Net Asset Value (“NAV”) credit facilities are a tool that borrowers may use to access financing based on the value of their underlying investment portfolio. The users of these facilities are generally…more

Borrowers, Collateral, Credit Facilities, Financial Institutions, Financial Services Industry

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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US Inflation Reduction Act of 2022: Carbon Capture Use and Sequestration Provisions

President Biden signed the Inflation Reduction Act of 2022 (IRA) into law on Tuesday, August 16, 2022. Among other things, the IRA expands the federal tax credits available to promote renewable energy and revises the…more

Biden Administration, Carbon Capture and Sequestration, Inflation Reduction Act (IRA), Renewable Energy Incentives, Tax Credits

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Hong Kong: Restrictive Covenants

Restrictive covenants with the sole aim of preventing competition will not be upheld by Hong Kong courts. In cases where there is a legitimate interest to be protected, restrictive covenants must be reasonable and not go beyond…more

Competition, Confidential Information, Contract Terms, Employment Contract, Hiring & Firing

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UK Hydrogen Strategy: The Transition From Imagining to Building a Market

Introduction - The UK’s Hydrogen Strategy landed this month, to some extent making up for its delay with evident enthusiasm underlining the breadth and depth of work undertaken. …more

Energy Policy, Energy Projects, Energy Storage, Exports, Hydrogen Power

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SEC and FinCEN Propose Customer Identification Program Requirements for Certain Investment Advisers

I. INTRODUCTION - On May 13, 2024, the US Securities and Exchange Commission (“SEC”) and the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a joint notice of proposed rulemaking (the…more

Anti-Money Laundering, Compliance, Exempt Reporting Advisers (ERAs), Financial Institutions, Financial Markets

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CFPB Finalizes Rule Significantly Restricting Credit Card Late Fees

On March 5, the Consumer Financial Protection Bureau issued a Final Rule that would significantly restrict late fees that consumer credit card issuers may charge to a mere $8—representing approximately a 75% reduction from…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Credit Cards, Creditors

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Hong Kong Proposes a Legal Framework for Regulating Critical Infrastructures

INTRODUCTION - The acceleration of cyber-attacks on companies in Hong Kong in the last year or so (– with over 60 notifications of such attacks being received by the Office of the Privacy Commissioner of Hong Kong in 2023,…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Threats, Cybersecurity, Cybersecurity Framework

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Abu Dhabi International Arbitration Centre’s (arbitrateAD) new Arbitration Rules: 12 Key Features

We recently reported on the newly launched Abu Dhabi International Arbitration Centre branded as "arbitrateAD" (the "Centre"), which replaced the Abu Dhabi Commercial Conciliation and Arbitration Center ("ADCCAC") on 1 February…more

Arbitrators, Business Litigation, Dispute Resolution, International Arbitration, International Litigation

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US SEC Welcomes Public Input on Climate Change Disclosures

In another step toward the integration of climate factors into the US corporate disclosure landscape, Acting Chair of the US Securities and Exchange Commission (SEC), Allison Herren Lee, issued a request for public input on…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the EU Securitisation Regulation

The European Supervisory Authorities (the "ESAs") have published an opinion on 25 March 2021 entitled "ESAs’ Opinion to the European Commission on the Jurisdictional Scope of Application of the Securitisation Regulation" (the…more

Buy-Side Trading, Capital Requirements Regulation (CRR), EU, European Supervisory Authorities (ESAs), Financial Markets

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Overhaul of Regulatory Capital Requirements Proposed by US Banking Regulators

On July 27, 2023, US federal banking regulators issued proposals to (i) significantly revise the riskbased regulatory capital requirements for certain midsize and larger US banking organizations (the “Capital Proposal”), and…more

Banks, Capital Requirements, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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US Department of Justice Criminal Division Announces New Pilot Program Encouraging Individual Voluntary Self-Disclosures

On April 15, 2024 the Criminal Division of the US Department of Justice (“DOJ”) launched a pilot program to encourage voluntary self-disclosures by offering mandatory non-prosecution agreements (“NPAs”) to individuals who report…more

Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ), FCPA Corporate Enforcement Policy (CEP), Federal Pilot Programs

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Working Capital - Second Edition 2021

When I think about transformations in the energy industry, I often think of the great inventor Thomas Edison, who was not only responsible for hundreds of important inventions but who also set the stage for a breakthrough form…more

Biden Administration, Carbon Capture and Sequestration, Charging Stations, Clean Energy, Climate Change

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Contract Disputes Arising from the Ukraine Conflict: Issues, Defenses and Lessons for the Future

The ongoing conflict in Ukraine has had a significant impact on commercial activity for many organizations on a local and international scale. Organizations with commercial operations in the region (both Ukraine and Russia) may…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Terms, Economic Sanctions

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In re Match Group, Inc.: Delaware Supreme Court Clarifies Standard of Review for Controlling Stockholder Transactions

In a recent decision, the Delaware Supreme Court clarified the proper standard to apply to a non-freeze-out merger transaction involving a controlling stockholder. Litigators who practice in the Delaware Court of Chancery are…more

Breach of Duty, Business Judgment Rule, Business Litigation, Controlling Stockholders, Corporate Sales Transactions

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Some US Regulators Repropose Joint Rule on Incentive-Based Compensation

On May 6, 2024, the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the Federal Housing Finance Agency (FHFA) and National Credit Union Administration (NCUA; collectively the…more

Disclosure Requirements, Dodd-Frank, FDIC, FHFA, Financial Institutions

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Mastering Managed Services in the Digital Age

Today’s managed services deals deliver new levels of value through cloud services, process automation, AI and other digital age technologies. This digital transformation of outsourced functions is providing services that perform…more

Artificial Intelligence, Automation Systems, Cloud Service Providers (CSPs), Information Technology, Managed Service Providers (MSPs)

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FINRA Reminds Members of Regulatory Obligations When Using Generative Artificial Intelligence (AI) and Large Language Models

On June 27, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 24- 09 (the “Notice”) reminding member firms that FINRA’s rules and the securities laws apply to the use of artificial…more

Artificial Intelligence, Financial Industry Regulatory Authority (FINRA), Financial Institutions, Financial Services Industry, Innovative Technology

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Senate AI Working Group Releases Roadmap for Artificial Intelligence Policy

On May 15, 2024, the Bipartisan Senate AI Working Group—Senate Majority Leader Chuck Schumer (D-NY) and Senators Mike Rounds (R-SD), Todd Young (R-IN), and Martin Heinrich (D-NM)—released a report titled "Driving U.S. Innovation…more

Algorithms, Artificial Intelligence, Automation Systems, Innovative Technology, Machine Learning

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Legal Update: Volcker Rule Revisions Adopted by Agencies

The Federal Deposit Insurance Corporation (“FDIC”) and Office of the Comptroller of the Currency (“OCC”) have finalized revisions to the proprietary trading and compliance program provisions of the Volcker Rule (the “2019…more

Compliance Management Systems, Covered Funds, Derivatives, Exemptions, Financial Markets

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Transactional Liability Insurance in Renewable Energy and Climate/Clean Technology M&A: Insights Into Deploying a Critical Risk Allocation Tool

The renewable energy and climate/clean technology sectors have witnessed substantial growth and investment in recent years, spurred by accelerating energy transition initiatives and financial incentives passed into law. As these…more

Acquisition Agreements, Clean Tech, Consumer Insurance Products, Liability Insurance, Merger Agreements

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US Infrastructure Investment and Jobs Act of 2021 – Assessing the Potential Impact on Electric Vehicles and Electric Vehicle Infrastructure

On August 10, 2021, the US Senate voted to pass the Infrastructure Investment and Jobs Act (the “IIJA”). The IIJA would provide a total of $1.2 trillion in federal investment in infrastructure, including an unprecedented level…more

Charging Stations, Electric Vehicles, Federal Budget, Federal Funding, Infrastructure

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Late Payment Regulation: the European Parliament introduces amendments as it adopts its first reading position

On 23 April 2024, the European Parliament (EP) adopted its first-reading position and, in doing so, introduced amendments to the European Commission's (EC) proposal for a Regulation on late payment. In our update from last…more

Creditors, Debtors, EU, European Commission, European Parliament

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A Conversation With Senator Rodriguez About Colorado’s Landmark AI Law

In this latest episode of our quarterly AI Legislative Update, Colorado State Senator Robert Rodriguez joins us to discuss his work on Colorado’s new groundbreaking AI Law concerning consumer protections in interactions with…more

Algorithms, Artificial Intelligence, Consumer Privacy Rights, Cybersecurity, Data Collection

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Hong Kong's New Capital Investment Entrant Scheme

Introduced in the 2023-2024 Budget, the new and revamped Capital Investment Entrant Scheme (New CIES) aims at enriching the talent pool and attracting more new capital to Hong Kong. It is one of the eight policy measures under…more

Asset Management, Capital Investments, Capital Markets, Eligibility, Financial Services Industry

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Protecting Against Vendor Bankruptcy in Service and License Agreements

When one of your key technology customers or vendors files for bankruptcy, what is the impact on your company? And what can your company do to mitigate the impact? Join Mayer Brown counsel Monique Mulcare and partners Richard…more

Best Practices, Commercial Bankruptcy, License Agreements, Service Agreements, Vendors

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1 October 2024 – Important Deadline for DC Pension Schemes

Regulations came into force in 2023 that require trustees of occupational pension schemes that provide DC benefits other than additional voluntary contributions (“relevant schemes”) to include their policy on investment in…more

Employee Benefits, Investment, Pension Schemes, Pensions, Trustees

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Subscription Credit Facilities: Considerations for Addressing Recallable Capital

Recallable capital has become an increasingly common concept in subscription credit facilities. In this Legal Update, we explain the concept of recallable capital and its role in subscription credit facilities, as well as…more

Capital Assets, Capital Calls, Credit Facilities, Investment Funds, Investors

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Limitations on Liability Exceptions – Interplay between Contract Terms and Legal Principles

In contracts, parties typically seek to limit their liability to each other, both in terms of the types of damages or actions for which a party will have liability and the amount of damages that can be recovered, as well as, in…more

Breach of Contract, Contract Negotiations, Contract Terms, Damages, Gross Negligence

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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US FHA Introduces Payment Supplement Loss Mitigation Option

In an effort to help struggling borrowers stay in their homes, the US Department of Housing and Urban Development’s (“HUD” or “Department”) Federal Housing Administration (“FHA”) recently introduced its newest loss mitigation…more

Borrowers, Consumer Financial Products, Federal Housing Administration (FHA), Financial Distress, Financial Services Industry

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The Consequences of the US Supreme Court’s Decision Upholding the CFPB’s Funding Structure

On May 16, 2024, the US Supreme Court upheld the constitutionality of the Consumer Financial Protection Bureau’s (“CFPB”) funding structure in a decision that will have significant ramifications on both the CFPB’s rulemaking and…more

Constitutional Challenges, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Financial Protection Bureau v Community Financial Services Association of America Ltd, Dodd-Frank

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American Arbitration Association Adopts New Mass Arbitration Rules And Fee Schedules

The American Arbitration Association (AAA) has announced updates to its Mass Arbitration Supplementary Rules and its fee schedules for consumer and employment mass arbitrations…more

American Arbitration Association, Arbitration, Arbitration Agreements, Bellwether Verdicts, Fees

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Business & Human Rights: Navigating "Minimum Safeguards" under the EU Taxonomy Regulation

The EU Taxonomy Regulation (the "Regulation") is a highly complex piece of legislation which sets out a classification framework in order to determine whether an economic activity carried out by an undertaking is environmentally…more

Compliance, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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US Court of Appeals for the 11th Circuit Enjoins Florida's Restrictions on Persons from Foreign Countries of Concern Acquiring Real Estate – But Only for Two Individual Plaintiffs

On February 1, 2024, the US Court of Appeals for the 11th Circuit granted an injunction, limited to two individual plaintiff/appellants, of a Florida law (Senate Bill 264, or SB 264) in effect since July 1, 2023, which prohibits…more

CFIUS, China, Commercial Real Estate Contracts, FIRRMA, Florida

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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US DOT Allocates $615 Million for EV Charging Station Networks

Allocations of $615 million in funds for electric vehicle (EV) infrastructure in the US under the National Electric Vehicle Infrastructure Formula Program (NEVI Program) moved forward with recent publications from the US…more

Automotive Industry, Charging Stations, Climate Action Plan, Department of Transportation (DOT), Electric Vehicles

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Honduras Denounces the ICSID Convention; Investors with Potential Claims Should Quickly Analyze Their Options

Honduras denounced the ICSID Convention via a written notice received by the World Bank on February 24, 2024. Under Article 71 of the ICSID Convention, such denunciations take effect six months from the date of receipt of the…more

Arbitration, Foreign Investment, Honduras, ICSID, International Arbitration

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Decreto 11.964/24 Regulamenta os Critérios Para Enquadramento de Projetos Prioritários de Infraestrutura

Novo decreto estabelece regras que deverão ser observadas para o enquadramento de projetos como prioritários, reforçando a intenção de priorizar o enquadramento automático, com dispensa de análise prévia pelos ministérios…more

Brazil, Debentures, Energy Projects, Incentives, Infrastructure

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Private equity funds accelerate acquisitions of oil and gas assets

London – Private equity funds bought £11.9 billion of European oil and gas businesses in 2021, up from just £232 million in 2020, shows research from Mayer Brown, the global law firm…more

Acquisition Agreements, Corporate Sales Transactions, Investment, Investment Portfolios, Investors

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ERISA Cases in a Post-Chevron World

On June 28, 2024, the Supreme Court issued a landmark ruling in Loper Bright Enterprises v. Raimondo that upends a longstanding feature of administrative law—Chevron deference. In Loper Bright, the Court expressly overruled…more

Administrative Agencies, Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Department of Labor (DOL)

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Russia/Ukraine Sanctions Update - Month of March

I. US SANCTIONS - US Department of the Treasury Sanctions Russian Companies Based on a Determination that They Were Supporting Sanctions Evasion: On March 25, the US Department of the Treasury’s Office of Foreign Assets…more

China, Economic Sanctions, EU, Export Controls, Foreign Policy

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Exploring the Unexpected and Often Unwelcome Federal Income Tax Consequences of Debt Modifications

As a number of debt instruments issued several years ago in a relatively low interest rate environment now have their maturity date approaching in a much higher interest rate environment, borrowers are increasingly seeking to…more

Borrowers, Cancellation of Debt (COD), Debt Instruments, Financial Institutions, Financial Services Industry

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Neues Jahr, neues Recht: Das Personengesellschaftsrecht ist modernisiert!

Mit dem Jahreswechsel ist das Gesetz zur Modernisierung des Personengesellschaftsrechts (kurz „MoPeG“) in Kraft getreten und hat erhebliche Änderungen insbesondere für die Gesellschaften bürgerlichen Rechts („GbR“) gebracht:…more

Corporate Governance, Germany, Partnership Agreements, Partnerships, Shareholder Rights

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UK Election Bulletin: What would a Labour government mean for businesses?

Overview - On 22 May 2024, UK Prime Minister Rishi Sunak announced that he had requested permission from King Charles III to dissolve parliament and call a general election. The election will take place on 4 July 2024…more

Competition, Corporate Taxes, Employee Rights, Energy Policy, Financial Regulatory Reform

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Illinois Enacts Tax Incentives to Attract Electric Vehicle Manufacturing

In November 2021, Illinois Governor JB Pritzker signed the Reimagining Electric Vehicles Act (the “REV Act”), which, together with the recently enacted Climate and Equitable Jobs Act, further incentivizes the production and…more

Automotive Industry, Climate Action Plan, Electric Vehicles, Infrastructure, Innovative Technology

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Ruling on an Issue of First Impression, US COFC Finds Protest Jurisdiction Over Challenge to a Follow-On Production Other Transaction

On July 16, 2024, the Court of Federal Claims (“COFC” or “Court”) published an opinion, Independent Rough Terrain Center, LLC v. United States, exercising jurisdiction to consider a bid protest involving Other Transaction (“OT”)…more

Army, Bid Protests, Bid Solicitation, COFC, Court of Federal Claims

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ESOP Update: Installment Sales Rules Save ESOP Footfall in Berman v. Comm’r

Berman v. Comm’r,  released on July 16, 2024, is a great example of making lemonade when life hands you a lemon. Although the taxpayers lost the federal income tax deferral of a stock sale to an employee stock ownership plan (an…more

Employee Benefits, Employee Stock Purchase Plans, ESOP, Executive Compensation, Income Taxes

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Colorado Governor Signs Comprehensive AI Bill

On May 17, 2024, Colorado became the first state to enact comprehensive AI legislation. Governor Jared Polis signed Senate Bill 24-205, “Concerning Consumer Protections in Interactions with Artificial Intelligence Systems,”…more

Algorithms, Artificial Intelligence, Automation Systems, Colorado, Innovative Technology

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US FERC: The End of Reactive Power Compensation for Generators?

Many electric power generating companies have filed with the Federal Energy Regulatory Commission (“FERC”) to collect reactive power compensation. FERC has now opened a rulemaking proceeding that would largely wind down most…more

Electric Generation Suppliers, Electricity, FERC, Infrastructure, Oil & Gas

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Voluntary Carbon Markets

On May 28 2024, the Biden administration released the “Voluntary Carbon Markets Joint Policy Statement and Principles”. This is one of a number of recent international initiatives to “shore up” the voluntary carbon markets…more

Biden Administration, Carbon Emissions, Carbon Off-Set Credits, CFTC, Energy Projects

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New York State Department of Financial Services Issues Proposed Artificial Intelligence Circular Letter

On January 17, 2024, the New York State Department of Financial Services (“NYSDFS”) released a proposed circular letter addressing the use of external consumer data and information sources (“ECDIS”) and artificial intelligence…more

Artificial Intelligence, Comment Period, Consumer Information, Data Management, Discrimination

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The SEC Brings Another Enforcement Action On Related Party Transaction Disclosures

On March 7, 2024, the Securities and Exchange Commission (the “SEC”) announced that Skechers U.S.A. Inc. (“Skechers”) agreed to a cease-and-desist order for failing to disclose payments for the benefit of its executives and…more

Cease and Desist Orders, Compensation & Benefits, Disclosure Requirements, Enforcement Actions, Executive Compensation

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New “Climate Reporting” Laws in California – Emissions and Climate-Related Financial Risk Disclosure Required

Two new bills have been passed in California as part of a “Climate Accountability Package” that require US-based companies “doing business”1 in California to make disclosures about their emissions and climate-related financial…more

California, California Air Resources Board, Climate Action Plan, Climate Change, Corporate Governance

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U.S. Federal Reserve Launches Main Street Lending Program by Opening Lender Registration and Updates Loan and Participation Documentation

On June 15, 2020, the Federal Reserve launched the highly anticipated Main Street Lending Program by announcing that the program is open for lender registration and encouraged lenders to begin making program loans to small and…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Federal Reserve, Lenders

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Cancellation of "Spicy" Hong Kong Stamp Duty Measures

Despite cancellation of all "spicy" stamp duty measures, Hong Kong’s Stamp Duty Ordinance has not reverted to its old version. In particular, the rules governing exemption of stamp duty for "nomination" and “series of…more

Hong Kong, Real Estate Investments, Real Estate Transactions, Registration Requirement, Stamp Duty Land Tax

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Hong Kong: HKEX Proposes Amendments to Listing Rules to Strengthen Corporate Governance for Listed Companies

On 14 June 2024, The Stock Exchange of Hong Kong Limited (the Exchange) published a consultation paper outlining proposed amendments to the Corporate Governance Code (Code) and related Listing Rules to strengthen the corporate…more

Capital Markets, Corporate Governance, HKEx, Hong Kong, Hong Kong Stock Exchange

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Hong Kong's New Capital Investment Entrant Scheme

Introduced in the 2023-2024 Budget, the new and revamped Capital Investment Entrant Scheme (New CIES) aims at enriching the talent pool and attracting more new capital to Hong Kong. It is one of the eight policy measures under…more

Asset Management, Capital Investments, Capital Markets, Eligibility, Financial Services Industry

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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Hong Kong Proposes a Legal Framework for Regulating Critical Infrastructures

INTRODUCTION - The acceleration of cyber-attacks on companies in Hong Kong in the last year or so (– with over 60 notifications of such attacks being received by the Office of the Privacy Commissioner of Hong Kong in 2023,…more

Critical Infrastructure Sectors, Cyber Attacks, Cyber Threats, Cybersecurity, Cybersecurity Framework

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UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty -…more

Beneficial Owner, Breach of Duty, Breach of Trust, Business Ownership, Fiduciary Duty

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1% Stock Buyback Tax: US Treasury, IRS Release Proposed Regulations

On April 9, 2024, the US Department of the Treasury and the Internal Revenue Service issued long-awaited proposed regulations under Section 4501 of the Internal Revenue Code (the “Code”) regarding the 1% stock buyback excise tax…more

Excise Tax, Internal Revenue Code (IRC), IRS, Share Buybacks, U.S. Treasury

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Implications of an Early Extension of a 364-day Credit Facility

Because banks receive favorable capital treatment when a credit facility’s tenor is shorter than one year, lenders increasingly offer financing with 364-day tenors and uncommitted extension option terms of up to 364 days. In…more

Basel III, Capital Requirements, Credit Facilities, Extensions, Financial Services Industry

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The Legal Eye on AI: Intellectual Property and Artificial Intelligence

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Copyright, Copyright Infringement, EU

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Europe's Highest Court Affirms 'Broad' Opportunities for Intervention by Professional Associations

Introduction - Allowing third parties to intervene in front of judges raises several issues of fundamental importance. For example, the need for decision makers to have access to all relevant information, and the efficiency…more

Competition, EU, European Commission, European Court of Justice (ECJ), Membership Interest

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Bipartisan Legislation to Strengthen Disclosure Requirements for Foreign Companies Listed on U.S. Exchanges

Recently, a bipartisan bill was introduced in Congress that would require that U.S. listed foreign companies provide U.S. regulators access to accounting records tied to audit reports…more

Audit Reports, Disclosure Requirements, Financial Accounting, Financial Reporting, Foreign Corporations

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Hong Kong Court Grants Declaratory Relief for Unclaimed Vehicles at Car Park

Hong Kong’s District Court recently granted a car park operator default judgment in ATL Logistics Centre Hong Kong Ltd v. Wellfit Chun Yip Logistics Ltd DCCJ 3840/2023 for unpaid parking charges and declarations passing parked…more

Debt, Default Judgment, Hong Kong, Motor Vehicles, Parking Lots

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English High Court enforces foreign judgment that is unenforceable in the jurisdiction of origin

The English High Court held in Invest Bank PSC v El-Husseini [2023] EWHC 2302 that a foreign judgment with res judicata effect in its jurisdiction of origin can be enforced in England at common law even if it is unenforceable in…more

Enforcement of Foreign Judgments, English Common Law, Foreign Judgments, Jurisdiction, Res Judicata

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IRS Issues Final Carbon Capture Regulations

On January 6, 2021, the US Internal Revenue Service (the “IRS”) issued final regulations (T.D. 9944) (the “Final Regulations”) on the Section 45Q carbon capture tax credit (the “Carbon Credit”). The Final Regulations implement…more

Carbon Capture and Sequestration, Carbon Emissions, Critical Infrastructure Sectors, Energy Projects, Greenhouse Gas Emissions

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Asset Protection in Light of Recent Legislative Developments in Mainland China and Hong Kong

Recent legal developments in Mainland China and Hong Kong have introduced new challenges to Mainland Chinese high-net-worth individuals (HNWIs) in protecting their assets from creditors' claims…more

Asset Management, Asset Protection, China, High Net-Worth, Hong Kong

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Russia: Investment Protection and Arbitration | Part 4

PART 4: JURISDICTIONAL BATTLEGROUND IN DISPUTES WITH SANCTIONED RUSSIAN PERSONS  - In a wave of recent decisions, including in proceedings involving a number of Western banks, the Russian courts have disapplied the…more

Arbitration, Asset Seizure, Contract Disputes, Dispute Resolution, Economic Sanctions

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AI, Allocation of Responsibilities and Liability

As the European Union sets the stage for groundbreaking AI regulation, our podcast offers a comprehensive exploration of this landmark legislation. Join us as we dissect the EU AI Act, unpacking its key provisions and answering…more

Algorithms, Artificial Intelligence, Cybersecurity, Data Protection, Emerging Technologies

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Asia IP & TMT: Quarterly Review - First Quarter 2024

The rapid development of artificial intelligence (“AI”), together with the increased number of commercial use cases made possible by generative AI (“Gen AI”), have brought about a wave of new opportunities for businesses as…more

Artificial Intelligence, Asia, Asia Pacific, Intellectual Property Protection, Machine Learning

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Hong Kong Small Claims Tribunal Scale of Costs for Minor Injury Claim

In a recent decision in Wong Sin Yi v. Kwan Pui Wing and The Kowloon Motor Bus Company (1933) Limited (DCPI 408/2023) made by Hong Kong District Court Personal Injury Master Jo Siu, the learned Master commented that claims with…more

Bodily Injury, Damages, Hong Kong, Small Claims Court

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Section 871(m) and BEAT Qualified Derivative Payment Reporting Phase-Ins Extended Two More Years

On May 22, 2024, the US Department of Treasury and the IRS issued two important notices—one delaying the full implementation of the withholding rules on dividend equivalent payments, and the other on derivative reporting for…more

Base Erosion and Anti-Abuse Tax (BEAT), Derivatives, Dividends, IRS, Section 871(m)

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Contracting for Trade Secret Protection in the Post Non Compete Era

In this episode of Tech Talks, we discuss the Federal Trade Commission’s recent ban on non-compete agreements and its implications for employers, as well as strategies for protecting confidential information and trade secrets…more

Confidential Information, Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Non-Compete Agreements

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Utah Enacts AI-Focused Consumer Protection Bill

On March 13, 2024, Utah Governor Spencer Cox signed into law the Utah Artificial Intelligence Policy Act (“UAIPA”), which took effect May 1, 2024. The bill imposes disclosure requirements on entities using generative artificial…more

Artificial Intelligence, Automation Systems, Disclosure Requirements, Innovative Technology, Machine Learning

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Greenwashing: Navigating the Risk

The risk of an accusation of “greenwashing” is now an important concern for many companies. Greenwashing is an ill-defined concept but, nevertheless, is increasingly a source of litigation and regulatory scrutiny – with more of…more

Carbon Capture and Sequestration, Disclosure Requirements, Due Diligence, Environmental Social & Governance (ESG), EU

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Market Trends 2020/21: Brexit Disclosure - A Practical Guidance

This practice note identifies Brexit-related disclosures that offer detailed discussions of its effects, including how Brexit might impact the company, its employees, management, operations, and prospects. The company name, its…more

Disclosure Requirements, Financial Markets, Investment, MD&A Statements, Prospectus

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Asset Protection in Light of Recent Legislative Developments in Mainland China and Hong Kong

Recent legal developments in Mainland China and Hong Kong have introduced new challenges to Mainland Chinese high-net-worth individuals (HNWIs) in protecting their assets from creditors' claims…more

Asset Management, Asset Protection, China, High Net-Worth, Hong Kong

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Cost Consequence of Sanctioned Payment with "Otherwise Proviso" - Li Suk Yee v. ParknShop (HK) Limited [2023] HKDC 1670

Background and Decision of the Court Master - The Plaintiff was a store attendant in a supermarket. She claimed that she fell from a ladder while working at the supermarket when a shopping cart controlled by a customer…more

Bodily Injury, Employees, Employer Liability Issues, Evidence, Hong Kong

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United States: Restrictive Covenants

The enforceability of restrictive covenants in the United States is currently governed by state law, although that may change if federal rules or legislation are enacted to address such covenants. State laws regarding…more

Competition, Confidential Information, Contract Terms, Employer Liability Issues, Employment Contract

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Securitization – What to Expect in 2024

Please join Mayer Brown partners Tameem Zainulbhai, Joanna Nicholas, Melissa Kilcoyne, Evan DeCresce and Jim Antonopoulos for a discussion on What to Expect in 2024 in the fields of structured finance and securitization. They…more

Capital Markets, Financial Services Industry, Global Dealmaking, Global Market, Investors

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Germany: Restrictive Covenants

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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