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DOJ Wins Groundbreaking Arbitration to Resolve Merger Challenge
The U.S. Department of Justice Antitrust Division (DOJ) has prevailed in a first-of-its-kind arbitration, resolving its challenge to aluminum producer Novelis Inc.’s $2.6 billion proposed acquisition of rival Aleris Corporation. As a result of the arbitrator’s ruling in favor of...
FTC to Investigate Big Tech's Past Deals and Consider Broadening Merger Notification Requirements
In an unprecedented move further expanding its ongoing investigation of large technology companies, the Federal Trade Commission (FTC) has ordered Amazon.com , Apple, Facebook, Microsoft and Google to provide details about their acquisitions during the past 10 years that were...
DOJ and FTC Propose Highly Anticipated Vertical Merger Guidelines
On January 10, 2020, the U.S. Department of Justice and the Federal Trade Commission released draft Vertical Merger Guidelines for public comment. The new guidelines, which will replace the outdated 1984 Non-Horizontal Merger Guidelines, are intended to assist the business...
Guidance Recap for the Upcoming Annual Report and Proxy Season
As reporting companies advance in preparations of their 2019 annual report and 2020 proxy statement, this update includes a recap of some of the more significant disclosure rules adopted and other announcements published by the Securities and Exchange Commission during...
SEC Proposes Rules to Update Statistical Disclosure Requirements for Bank and Savings and Loan Registrants
On September 17, 2019, the Securities and Exchange Commission (the “SEC”) proposed rules that would update the statistical disclosures provided by banking registrants in response to Industry Guide 3, Statistical Disclosure by Bank Holding Companies (“Guide 3”). The proposal results...
Complying with the SEC's New Requirements for InLine XBRL Tagging of Cover Page Information: Clarification Regarding Exhibit 104
In March 2019, the Securities and Exchange Commission adopted final rules amending Regulation S-K and related rules and forms to modernize and simplify disclosure requirements for registrants. These amendments follow from the Fixing America’s Surface Transportation (FAST) Act, enacted in...
UAE Foreign Direct Investment Law
Contributing Author Dr. Raed Safadi, Chief Economic Advisor, Dubai Investment Development Agency On 23 September 2018, one of the most anticipated legal developments in the UAE was brought to life. The UAE issued Federal Decree-Law No. 19/2018 on Foreign Direct...
New UAE Economic Substance Regulations Issued
On 30 April 2019, the UAE Cabinet issued the Cabinet of Ministers Resolution No. 31 of 2019 concerning Economic Substance Regulations in the UAE (“Regulations”). Why has the UAE issued the Regulations? The implementation of the Regulations is a result...
Oil & Gas Software Acquisition Challenged by Canadian Competition Regulator
Canada’s Competition Bureau (CCB) recently filed a challenge with the Canadian Competition Tribunal to unwind a U.S. private equity firm’s May 2019 acquisition of a company that offers reserves valuation and reporting software to Canadian oil and gas producers. Following...
The United Arab Emirates' New Product Safety Law
The United Arab Emirates ("UAE") has recently released a draft of its highly anticipated product safety law (the "Law"), set to come into force in July 2019. This is the first time the UAE has enacted bespoke legislation specifically addressing...
SEC Adopts Amendments to Modernize and Simplify Disclosure Requirements
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...
D.C. Circuit Upholds Vertical Merger of AT&T and Time Warner
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...
FTC Decision Highlights Growing Divide on Vertical Mergers
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...
SEC Penalizes Issuer for Presenting Non-GAAP Financial Measures Without Giving Equal Prominence to GAAP Measures
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...
SEC Adopts Final Rules for Disclosure of Hedging Policies
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...