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SEC Adopts New Repurchase Disclosure Rules
The US Securities and Exchange Commission has adopted a package of amendments, originally proposed in late 2021, to the disclosure requirements for corporate issuers’ share repurchases. The SEC stated that the new rules are designed to provide investors with more...
The New UAE Commercial Agencies Law
The longstanding UAE Commercial Agency Law (Federal Law No. 18 of 1981 Regulating Commercial Agencies, as amended) (the “ Current Law ”) is set to be replaced by the newly issued UAE Commercial Agency Law (Federal Law No. 3 of...
FTC Announces 2023 Increase in HSR Notification Thresholds and Effective Date for Increased Filing Fees
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 Monday, February 27, 2023. The revised thresholds will apply to any merger or acquisition closing on...
FTC Pursues Crackdown on Employee Noncompetes
Earlier this month, the Federal Trade Commission (FTC) launched unprecedented challenges to noncompete provisions in employment contracts through both rulemaking and individual enforcement actions. Proposed Rule to Ban Noncompetes Most significantly, on January 5, 2023, the FTC released a sweeping...
Congress Enacts Major Overhaul to HSR Filing Fees for M&A Deals
On December 29, 2022, President Biden signed into law The Consolidated Appropriations Act of 2023 (also known as The Omnibus Appropriations Bill), which includes the Merger Filing Fee Modernization Act. The Merger Filing Fee Modernization Act, which marks the most...
“Fair Value” and “Fair Value to the Obligor”
The mortgage bond indenture (herein called a “Mortgage”) under which many electric and gas utility companies in the United States issue debt securities (herein generically called “bonds”) may be one of the most unloved instruments in all corporate finance. Many...
New Saudi Companies Law 2022: Key Changes, and Next Steps for Companies in KSA
Background On 28 June 2022, the Saudi Cabinet of Ministers approved the New Companies Law, and it was published in the official gazette (Umm Al Qura newspaper) on 4 July 2022 pursuant to Royal Decree No. (M/132) dated 01/12/1443H (the...
Corporate Governance Considerations Under the SEC’s Proposed Climate Disclosure Rules
The U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company disclosure regime. While much attention has been paid to the greenhouse gas emissions and other...
Update on Securities and Exchange Commission’s Landmark Proposed Climate-Change Disclosure Rulemaking
Things to Consider Rulemaking Coordinate closely with trades to ensure their comments reflect concrete information about impracticability and cost; these make a difference in the admin record upon judicial review Trade associations and industry groups are taking the lead on...
DOL Stance on Cryptocurrency in 401(k) Plans Becomes a Political Football
A recent release by the DOL raising concerns about plan sponsors allowing cryptocurrency investments in 401(k) plans has gotten the attention of both sides of the Congressional aisle as well as industry groups. Some of the reactions to the release...
SEC Brings First Major ESG Enforcement Action
More than a year after creating its Climate and ESG Task Force in March 2021 , the Securities and Exchange Commission’s ESG-related enforcement goals are finally being realized. The SEC recently brought a fraud action against Vale S.A., a publicly...
Litigation and Enforcement Impact of the SEC's Proposed Rules on Climate-Related Disclosure
The Securities and Exchange Commission’s Proposed Rules on Climate-Related Disclosure, released March 21, 2022, represent a significant change in public company disclosure requirements and, if adopted, will have far-reaching effects not only on all public companies but also on those...
Corporate Governance Considerations Under the SEC's Proposed Climate Disclosure Rules
As we have noted previously , the U.S. Securities and Exchange Commission’s recently proposed rules governing climate-related disclosures, if adopted as proposed, would represent a sea change to the existing public-company disclosure regime. We focus here on the corporate-governance aspects...
Hurdles Ahead for the SEC's New Climate Disclosure Proposal
On March 21, 2022, the Securities and Exchange Commission (SEC) released its much-anticipated proposed rule on climate-related disclosure and accounting, “Enhancement and Standardization of Climate-Related Disclosures for Investors.” The scope and obligations of the 140-page proposal are gradually becoming clearer—and...
Attestation: Practical Reflections on What the SEC Climate Proposal Will Require
Among the many changes set forth in the U.S. Securities and Exchange Commission’s proposed rules governing climate-related disclosures are the attestation requirements 1 covering registrants’ greenhouse gas (GHG) emissions disclosures. This article provides a general overview of these attestation requirements...