News & Analysis as of

Acquisitions Beneficial Owner

Seward & Kissel LLP

Client Reminder: September 30th Compliance Date for Amendments that Accelerate Initial and Amendment Deadlines for Schedule 13G...

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Seward & Kissel is reminding its clients regarding the September 30, 2024 compliance date for the SEC’s amendments to certain rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The amendments accelerate the...more

Torres Trade Law, PLLC

The Corporate Transparency Act: Treasury’s New Back Door for Finding CFIUS Non-Notified Transactions

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Much has been written about the Corporate Transparency Act (“CTA”), which was enacted on January 1, 2021, and went into effect on January 1, 2024. Briefly, the CTA requires “reporting companies” to disclose beneficial...more

A&O Shearman

Panel Proposes Narrowing The Scope Of Companies Subject To The Code

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On 24 April 2024, the UK Takeover Panel published PCP 2024/1 ("PCP 2024/1"), in which it is consulting on a significant narrowing of the types of companies that will be subject to the Takeover Code (the “Code”) - i.e., as...more

A&O Shearman

Happy Lamb, share ownership disputes and rectification of the register - brevi manu or longa manu?

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In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more

Foley & Lardner LLP

The Corporate Transparency Act and the Impact on M&A in the U.S.

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2024 ushered in a seismic shift for mergers and acquisitions (M&A) in the U.S. with the implementation of the Corporate Transparency Act (CTA). Aimed at cracking down on the misuse of shell companies and promoting ownership...more

ArentFox Schiff

What Private Companies Need To Consider in 2024: Top 10 Legal Issues

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Private companies and their owners face ever-evolving challenges as the market sees new regulations, new deal trends, and new risks in 2024. Below are 10 issues that the owners and leaders of privately held companies should...more

Perkins Coie

Corporate Transparency Act Applied to M&A

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The Corporate Transparency Act (CTA), designed to combat the use of shell companies for illicit purposes and increase ownership transparency in corporate structures, takes effect on January 1, 2024. As discussed in more...more

McDermott Will & Emery

Corporate Transparency Act Imposes New Federal Reporting Requirements for Renewable Energy Developers, Energy Transition Private...

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The Corporate Transparency Act (CTA) introduces beneficial ownership reporting requirements effective January 1, 2024, for new and existing companies. The CTA reporting obligations also impact due diligence for mergers and...more

Ballard Spahr LLP

A Roadmap to the CTA’s Game-Changing Reporting Requirements

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Beginning on January 1, 2024, many U.S. legal entities and foreign entities registered to do business in the U.S. will be required to report information about themselves, their beneficial owners, and their company applicants...more

Proskauer Rose LLP

Private Credit Deep Dives – Change of Control (United States)

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After an unprecedented post-COVID boom, M&A activity has slowed in recent months, with overall global M&A value down as much 44% in the first five months of 2023, according to a recent report by Bain & Company. Against this...more

Conyers

Conyers Coverage Summer 2023 – Issue 9 – Cayman Islands

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A warm welcome to our latest edition of Conyers Coverage. It’s been a dizzying year to date for the Cayman Islands (re)insurance industry, so it’s time for some updates and insights. The momentum is real and the pipeline...more

K&L Gates LLP

Real Estate Beneficial Ownership Regulatory Alert: Complying with Foreign Ownership Reporting Requirements in US Real Estate

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The rise of foreign investment in the United States has renewed concern about tracking foreign inbound investment, as demonstrated by the passage of the Corporate Transparency Act and the expansion of CFIUS's purview with...more

Williams Mullen

[Webinar] M&A Webinar Series: Does the Corporate Transparency Act Apply to You? - April 18th, 11:00 am - 11:15 am ET

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As many will be aware, the Corporate Transparency Act (CTA) goes into effect on January 1, 2024. For those that are not yet familiar with the CTA, get ready. It was enacted into law on January 1, 2021 as part of the...more

Morgan Lewis - All Things FinReg

Change in Control Regime for UK Cryptoasset Businesses

As of August 11, 2022, approval is now required by the UK Financial Conduct Authority (FCA) before acquiring direct or indirect control of an FCA-registered cryptoasset business. Failure to attain such approval is a criminal...more

White & Case LLP

Change in control regime for cryptoasset businesses

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As of 11 August 2022, the UK Financial Conduct Authority (FCA) has expanded its change in control regime to include FCA-registered cryptoasset businesses. An acquisition of more than 25% of a cryptoasset business now requires...more

White & Case LLP

Foreign direct investment reviews 2021: Russian Federation

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Further developments to Russian foreign investment laws introduce new requirements for investors and simplify regulation in some spheres - Established by the Russian government in 2008, the Government Commission on Control...more

White & Case LLP

SEC Adopts Amendments to Auditor Independence Requirements

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On October 16, 2020, the Securities and Exchange Commission ("SEC") adopted amendments to certain auditor independence requirements in Rule 2-01 of Regulation S-X. The amendments modernize the rules and "more effectively...more

K&L Gates LLP

Chancery Court Looks Past “Sham” Paper Trail to Determine Ownership of Holding Company for Argentina Media Conglomerate

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In Carlos Eduardo Lorefice Lynch, et al. v. R Angel Gonzalez Gonzalez, et al., C.A. No. 2019-0356-MTZ (Del. Ch. July 31, 2020), the Delaware Court of Chancery (the “Court”) examined an extensive paper trail purportedly...more

Morrison & Foerster LLP

Poison Pill Deep Dive Series: Grandfathering Existing Stockholders

The second of a six-part series examining six specific and evolving rights plan provisions. As discussed in greater detail in some of our prior articles, a shareholder rights plan is a defensive measure used by a public...more

A&O Shearman

Contracting with Disclosed Principals: Who is Your Counterparty?

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It is often taken for granted that only the named parties to a contract can enforce it. The English Court of Appeal has recently considered an important derogation from that assumption in the context of an arbitration claim....more

White & Case LLP

Foreign direct investment reviews 2019: A global perspective: Russian Federation

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The Russian government clarified requirements to disclosure of information about foreign investors' beneficiaries, beneficial owners and controlling persons. The Government Commission on Control over Foreign Investments in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - January 2020

This update provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In particular,...more

Wilson Sonsini Goodrich & Rosati

Threading the Needle—Avoiding Antitrust Violations During the M&A Pre-Closing Period

Merging parties need to share information and cooperate while negotiating a merger, conducting due diligence, and navigating integration processes. These needs, however, often dovetail with antitrust laws—specifically, the...more

Akin Gump Strauss Hauer & Feld LLP

Swiss Corporate Law Changes: End of Bearer Shares?

• Since 2015, acquirers of Swiss non-listed bearer shares must report their name and address to the company within one month of the acquisition. The ultimate beneficial owner of an interest of 25 per cent or more has to be...more

Saul Ewing LLP

Federal Trade Commission Changes Course on Reportability Analysis for Not-for-Profit Combinations

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Board Control is No Longer Dispositive, and FTC Clarifies Differences in Transaction Structures and Exemptions - On October 26, 2018, the Federal Trade Commission’s Premerger Notification Office (the “PNO”) issued new...more

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