Insights

The Securities and Exchange Commission has adopted final rules amending Regulation S-K and certain other rules and forms to modernize and simplify disclosure requirements. Among other matters, the amendments reduce and clarify the disclosures required in management’s discussion and analysis...

On February 26, 2019, the U.S. Court of Appeals for the D.C. Circuit unanimously affirmed a district court decision rejecting the U.S. Department of Justice’s challenge to AT&T’s $85 billion merger with Time Warner, cementing one of the biggest merger...

The past couple of years have seen an increase in large “vertical” mergers, combinations of businesses operating within the same industry but at different levels of the supply chain. Some of the most high profile include AT&T/Time Warner, Cigna/Express Scripts...

In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With earnings season approaching, this enforcement action provides a...

The Securities and Exchange Commission recently approved final rules to require disclosure of hedging practices, implementing a Dodd-Frank Act mandate. New Item 407(i) of Regulation S-K requires a company to describe in its proxy statement any employee or director hedging...

His Highness Sheikh Mohammed bin Rashid Al Maktoum, in his capacity as president of the DIFC, vice president and prime minister of the United Arab Emirates (“ UAE ”) and Ruler of Dubai, has recently enacted a new set of...

His Highness, Sheikh Khalifa bin Zayed Al Nahyan, the President of the UAE recently issued Federal Decree-Law No. 19 of 2018 on Foreign Direct Investment (“ FDI Law ”), giving life to one of the most recently anticipated legal developments...

The past month has seen interesting developments in the antitrust M&A arena, including the first ever successful private antitrust merger challenge resulting in a divestiture order, and the announcement by the Department of Justice’s Antitrust Division of several reforms aimed...

The continued and controversial imposition of tariffs has not only resulted in global economic and political fallout but has also adversely affected contractual relationships for suppliers, manufacturers, contractors and project owners far downstream from the government. Whether you are the...

On June 12, 2018, after a six-week trial, U.S. District Court Judge Richard Leon denied the U.S. Department of Justice’s request to block AT&T Inc.’s $85 billion acquisition of Time Warner Inc., one of the most high-profile merger challenges in...

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”), the financial services regulatory reform bill that previously passed both the U.S. Senate and House of Representatives. Some...

In a recent blog posting , the Federal Trade Commission (FTC) issued an important reminder that companies and individuals may have reportable transactions under the Hart-Scott Rodino (HSR) Act even if no payment changes hands. This highlights the need for...

Dan Hemli and Josh Zive discussed recent developments in antitrust and foreign investment review of M&A transactions and the practical implications for companies doing deals today under the current Administration.

On February 15, 2018, the Municipal Securities Rulemaking Board (“MSRB”) published Notice 2018-03 , requesting comment on draft frequently asked questions and proposed responses (“FAQs”). The draft FAQs address duties of non-solicitor municipal advisors related to providing “advice” and “recommendations”...

The Federal Trade Commission (“FTC”) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) thresholds, which will become effective on February 28, 2018. The revised thresholds will apply to any transaction closing on or after the...