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Quicker and easier sharing of customer information relating to economic crime concerns between firms in the UK financial sector has been encouraged by provisions in the Economic Crime and Corporate Transparency Act 2023 (Act), which came into force on 15 January 2024. The UK Government published accompanying guidance in October 2024.
Effective November 4, 2023, the New Jersey Business Corporation Act (the Act) will be amended to permit conversions and domestications across all business entity types, including foreign and domestic corporations.
This quarter we are covering some key court decisions regarding securities and corporate governance issues. Supreme Court reaffirmed a majority of lower court decisions to require traceability in defining the term “such security” under the Securities Act of 1933.
Our criteria for selection are that the decision either meaningfully changed Delaware law or provided clarity or guidance on issues relevant to corporate and commercial transactions or litigation in Delaware. We present the decisions in no particular order.
2023 was a very significant year for every compliance practitioner and compliance program. While there was a paucity of corporate enforcement actions under the Foreign Corrupt Practices Act (FCPA), there were significant announcements from the Department of Justice (DOJ) which directly impact compliance professionals and compliance programs.
It’s official: the Corporate Transparency Act (the “Act”) has gone into effect January 1, 2024. On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) issued its second final rule establishing the framework for access to and protection of beneficial ownership information (“BOI”) pursuant to the CTA.
The third quarter of 2023 was eventful for both domestic and international cartel enforcers. On October 4, 2023, the Deputy Attorney General announced a safe harbor for merging parties to self-report criminal violations—not just antitrust violations—for up to six months after the transaction closes.
2023-0470 PRW (Del. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. 27, 2024, corrected Mar. By: Morris James LLP
All attendees will be entered into a raffle for FREE PLATFORM ACCESS and a SINGLE MOCK COACHING CALL with a Corporate Development Professional of their choosing (schedules pending). No, I’m not The post 08-10-2023 Newsletter: Corporate Development @ Disney appeared first on OfficeHours. Yes, I’m interested!
This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling to grant a motion to dismiss Caremark claims.
On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become effective on August 1, 2024. No 2022-0666-KSJM, 2023 WL 7154477 (Del.
Pan-European banks, including Mediobanca and Deutsche Bank, seek senior dealmaker bench strength through high profile acquisitions. By: White & Case LLP
How do you draft a tax covenant for a corporate sale when the Seller Group is within the scope of a Pillar Two charge? This is an issue that will become increasingly relevant as we approach the Pillar Two start date at the end of 2023. Please see full Publication below for more information. By: Bryan Cave Leighton Paisner
The Delaware courts issued a range of decisions this quarter, addressing topics from mootness fees to demand futility. Two key opinions addressed compliance with Delaware statute and court orders.
On October 4, 2023, Deputy Attorney General Lisa Monaco announced the next (but not final) chapter of the U.S. Department of Justice’s concerted attempt to promote voluntary corporate self-disclosure of misconduct with a new Mergers & Acquisitions Safe Harbor Policy. By: Moore & Van Allen PLLC
Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage in M&A activity, but it is taking longer to hammer out deal terms.
US Corporate Article - The American Bar Association’s (ABA) Business Law Section has released its 2023 Private Target Deal Points Study (the “Study”), the flagship product of the Market Trends Subcommittee of the Mergers and Acquisitions Committee. private companies.
On October 4, 2023, Deputy Attorney General (AG) Lisa Monaco announced the U.S. Deputy AG Monaco emphasized the policy as part of the DOJ’s expansion of its corporate enforcement tools and ongoing efforts to combat corporate crime. By: Wilson Sonsini Goodrich & Rosati
Though 2023 ended in much the same way as it began, with global geopolitical instability and high interest rates, investment in Québec has remained active, particularly in the Montréal area.
On 19 July 2023, the Department for Business & Trade published draft regulations (the “Regulations”) which will introduce the new corporate reporting reforms that the Government promised with the conclusion of its Restoring Trust in Audit and Corporate Governance review.
On October 4, 2023, Deputy Attorney General Lisa O. Monaco announced a new "safe harbor" policy for voluntary self-disclosures in the context of mergers and acquisitions, whereby the Department of Justice will decline to prosecute companies that report criminal misconduct involving recently-acquired businesses.
This week we cover the following topics: This week we cover the following topics: TPR updates cybersecurity guidance; TPR sets out its expectations on corporate M&A; PPF finalises levy rules for 2024/25; PASA digital Jargon Buster – Generative AI and Large Language Models; Next edition of WNTW: 8 January 2024. By: Allen & Overy LLP
This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other (..)
Hong Cai, 2023 Del. 14, 2023), the Delaware Court of Chancery (Will, V.C.) In Segway Inc. LEXIS 643 (Del. dismissed a claim for breach of fiduciary duty brought by Segway Inc. the “Company”) against its former President and Vice President of Finance (the “Officer”).
2023), the trustors (Mahban) sought declaratory relief that the trustee (Prestige) had violated NRS 107.028 because the trustee did not hold a valid Nevada business license when serving as the foreclosure trustee. In Mahban v. Prestige Default Services, LLC, 525 P.3d 3d 835 (Nev.
After a sluggish 2023 in which global merger and acquisition activity fell almost 20% to $2.87 trillion – the lowest level since 2013 – the question in the corporate world, is: ‘Will M&A roar back in 2024?’. By: Adams and Reese LLP
In prior bulletins from February 2023 and December 2022, we described a notice from the Internal Revenue Service (IRS) that outlined the rules that the IRS intended to issue with respect to the 1% stock buyback excise tax. corporation (or its affiliates) and stock of a non-U.S. public corporation. public corporation.
This unique insight into the corporate investment in Spain examines companies' finance needs and the constraints they face. The 2023 edition also provides insight into the pressing issues facing firms, such as climate change, high energy costs and the green transition.
On December 21, 2023, the Financial Crimes Enforcement Network (“FinCEN”) published its final rule setting forth the circumstances under which beneficial ownership information reported to FinCEN pursuant to the Corporate Transparency Act (“CTA”) may be disclosed to authorized recipients, and how that information must be protected (the “Access Rule”). (..)
This unique insight into the corporate investment in the European Union examines companies' finance needs and the constraints they face. The 2023 edition also provides insight into the pressing issues facing firms, such as climate change, high energy costs and the green transition.
On TheCorporateCounsel.net, I recently blogged about the 2023 amendments to the DGCL. Key changes include: – Simplifying the process for ratifying defective corporate acts – Eliminating the need for stockholder approval for forward stock splits […]
Yields are down from their 2023 highs, but there is still plenty for income investors to admire about investment-grade corporate bonds, according to UBS.
On October 4, 2023, the U.S. Department of Justice (“DOJ”) announced a new Mergers & Acquisitions (“M&A”) Safe Harbor Policy to further encourage self-disclosures and provide companies with additional predictability in the M&A context.
This three-day program will focus on the tax issues presented by the entire spectrum of modern major corporate transactions, from single-buyer acquisitions of a division or subsidiary to multi-party joint ventures, cross-border mergers, and complex acquisitions of public companies with domestic and foreign operations, including spin-offs and other (..)
On December 28, 2023, Vice Chancellor Morgan T. the “Corporation”) acquired a portfolio company (the “Target”) of the Corporation’s alleged controlling shareholder. Plaintiff generally contended that the Corporation. City of Hialeah Employees’ Retirement System v. City of Hialeah Employees’ Retirement System v.
For example, in 2023, in the criminal context, DOJ issued a revised Corporate Enforcement Policy, the United States Attorneys Offices Voluntary Self-Disclosure Policy, and a Safe Harbor Policy for voluntary self-disclosures made in connection with mergers and acquisitions.
Norton Rose Fulbright & MergerMarket recently published “Global M&A Trends and Risks 2023,” which reports the results of a survey 200 of the most senior executives from multinational corporations, PE firms, and investment banks to gauge current M&A risks and trends.
In 2023, the Delaware courts continued to be called upon to elaborate important rules of corporate law. The year’s docket brought further development in a number of areas, including oversight liability, “busted deal” disputes, SPAC litigation, Revlon liability and Con Ed provisions.
The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to facilitate certain corporate actions. By: Skadden, Arps, Slate, Meagher & Flom LLP
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