FRC publishes revised UK Corporate Governance Code
JD Supra: Mergers
JANUARY 25, 2024
On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). By: Shearman & Sterling LLP
CBCA Corporations to Begin Submitting Transparency Registers to the Government: Public Access to Follow
JD Supra: Mergers
DECEMBER 22, 2023
Beginning January 22, 2024, federal corporations will be required to provide certain information from their registers of individuals with significant control (“ISC Registers”) to the federal government, which will then enter that information into what is to become a publicly accessible database.
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Challenges to the Corporate Transparency Act
JD Supra: Mergers
APRIL 18, 2024
The Corporate Transparency Act (the “CTA”), which became effective on January 1, 2024, requires certain domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 10, 2024.
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Amendments to DGCL Proposed After Chancery Decisions on M&A Practice and Stockholder Agreements on Corporate Governance Rights
JD Supra: Mergers
APRIL 25, 2024
By: Morgan Lewis
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Federal Court Declares Corporate Transparency Act Unconstitutional: Implications and Recommendations for Businesses
JD Supra: Mergers
MARCH 28, 2024
Yellen that the Corporate Transparency Act (the “Act”) is unconstitutional. The court ruled that none of the legislative powers identified by the government, including the Commerce Clause, Congress’ taxing power, its authority over foreign affairs and national security, and the Necessary and Proper.
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Rock Center for Corporate Governance at Stanford University
Cleary M&A and Corporate Governance Watch
JANUARY 22, 2024
Cleary Gottlieb partner Francesca Odell was interviewed by the Rock Center for Corporate Governance at Stanford University about the board of directors’ role in corporate DEI initiatives in light of recent Supreme Court decisions on affirmative action. To view the interview, click here or in the window below.
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Corporate Transparency Act Risks for Startups and Venture-Backed Companies
JD Supra: Mergers
JANUARY 8, 2024
Starting January 1, 2024, virtually all private companies will be required to report information about their beneficial owners to the Treasury Department’s Financial Crimes Enforcement Network “FinCEN”) under the Corporate Transparency Act (the “CTA”). By: Farrell Fritz, P.C.
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New Statutory Corporate Reporting Requirements Published
JD Supra: Mergers
AUGUST 4, 2023
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.
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EIB Group Corporate Governance Report 2022
European Investment Bank
SEPTEMBER 7, 2023
The EIB Group report describes the EIB Group’s corporate governance practices, in place in 2022, which comprises data on the Bank’s governance and shareholding structure as of 31 December 2022.
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Q2 2023 Quarterly Corporate / M&A decisions updates
JD Supra: Mergers
NOVEMBER 10, 2023
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.
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Independent Director: Roles, Qualification, and Corporate Governance
Peak Frameworks
AUGUST 24, 2023
Given their growing influence, understanding their purpose, qualifications, and challenges can offer insight into the operational mechanisms of major corporations. Definition and Concept of an Independent Director This independence allows them to provide an unbiased perspective, making them an essential component of good corporate governance.
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Ten steps to successful data governance in mergers and acquisitions
JD Supra: Mergers
FEBRUARY 27, 2024
Introduction - The latest EY-Parthenon Deal Barometer reveals an anticipated 12% increase in corporate mergers and acquisitions (M&A) activity for the year 2024, with more than a third of CEOs actively planning to make an acquisition in the next 12 months. By: Onna Technologies, Inc.
Sidley Perspectives on M&A and Corporate Governance
Sidley Shareholder Litigation
DECEMBER 21, 2023
Sidley is pleased to share the December 2023 issue of Sidley Perspectives on M&A and Corporate Governance , a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.
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A New Era for Japanese M&A? Fresh Guidelines from Key Japanese Government Agency Seek to Stimulate Corporate Value Creation through Development of Fair M&A Market
JD Supra: Mergers
JULY 6, 2023
On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft form) the first revision in nearly two decades to key corporate governance and public takeover guidelines (such draft, the “2023 Guidelines”).
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Sidley Perspectives on M&A and Corporate Governance
Sidley Shareholder Litigation
OCTOBER 2, 2023
Sidley is pleased to share the September 2023 issue of Sidley Perspectives on M&A and Corporate Governance , a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters.
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Getting the Deal Through – Corporate Governance 2023
Sidley Shareholder Litigation
JUNE 12, 2023
Holly Gregory and Claire Holland have authored the United States chapter of Getting the Deal Through - Corporate Governance 2023, an annual summary of key corporate governance practices in 19 jurisdictions worldwide. The post Getting the Deal Through – Corporate Governance 2023 appeared first on Enhanced Scrutiny.
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Women Governance Trailblazers: William Blair’s Christina Bresani
Deal Lawyers
JUNE 8, 2023
My colleague Liz Dunshee has a long-running “Women Governance Trailblazers” podcast over on TheCorporateCounsel.net. Recently, Liz & her co-host Courtney Kamlet interviewed Christina Bresani, who heads William Blair’s corporate advisory practice.
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Corporate Officers’ Role in Corporate Governance: What Officers Need to Know
Sidley Shareholder Litigation
JUNE 15, 2023
The recent Delaware Court of Chancery decision, In re McDonald’s Corporate Stockholder Derivative Litigation is a reminder of corporate officer duties and the vital role that corporate officers play in corporate governance, at both publicly and privately held corporations.
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U.S. Corporate Transparency Act: Beneficial Ownership Disclosure Obligations Take Effect
JD Supra: Mergers
JANUARY 30, 2024
By: Nelson Mullins Riley & Scarborough LLP
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Growing Clarity: FinCEN Continues to Update Beneficial Ownership Reporting FAQs
JD Supra: Mergers
APRIL 29, 2024
On April 18, 2024, the Financial Crimes Enforcement Network (FinCEN) released further guidance regarding to Corporate Transparency Act compliance (CTA) by updating and expanding the Beneficial Ownership Information Reporting Frequently Asked Questions regarding the Beneficial Ownership Information (BOI) Reporting Rule (FAQs).
Telegraph takeover: UK government intends to order new investigation into deal
The Guardian: Mergers & Acquisitions
JANUARY 24, 2024
Move follows last-minute change in corporate structure of Barclay family’s UAE-backed consortium The government has said it intends to launch a second investigation into the Barclay family’s complex deal to transfer control of the Telegraph, after its UAE-backed consortium partner revealed a last-minute corporate structure change that has raised public (..)
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Delaware Requires Compliance With DGCL Provisions Governing Board Negotiation And Board And Stockholder Approval Requirements For Merger Agreements
JD Supra: Mergers
APRIL 2, 2024
McCormick granted in part and denied in part defendants’ motion to dismiss claims seeking to invalidate the acquisition of a gaming company (“Target”) by a large technology company under Delaware General Corporation Law (“DGCL”) Sections 251 and 141 and asserting claims of conversion. Sjunde Ap-Fonden v. Activision Blizzard, Inc.,
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Highlights From the 2022 Berkeley Fall Forum on Corporate Governance
Cooley M&A
JANUARY 9, 2023
On November 8 and 9, Cooley and the Berkeley Center for Law and Business presented the 2022 Berkeley Fall Forum on Corporate Governance. Discussions covered trends and lessons from financial transactions and corporate strategy in the volatile 2022 environment and insights into the year ahead.
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DOJ and FTC’s Aggressive Antitrust Enforcement Agenda Set to Continue
JD Supra: Mergers
APRIL 24, 2024
There are five crucial areas of focus that will impact mergers, acquisitions and corporate governance going forward: New Hart Scott Rodino (HSR) rules are expected in weeks, not months. By: Stinson LLP
Federal Agencies Launch Joint Inquiry Into Private Investment in Health Care
JD Supra: Mergers
MARCH 13, 2024
DOJ, FTC, and HHS jointly announced the launching of a cross-government public inquiry into increasing private equity and corporate involvement in health care, the latest announcement in a string of public statements from the federal government on the topic. By: Jones Day
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Past Event: Berkeley Fall Forum on Corporate Governance
Cooley M&A
NOVEMBER 2, 2021
Cooley and the Berkeley Center for Law and Business met for a two-day hybrid conference, featuring panel discussions, workshops and interviews on cutting-edge topics in corporate governance, M&A and business law. Topics include.
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Recorded Event: Corporate Governance 2020 Balancing ESG, Sustainability and Growth
Cooley M&A
DECEMBER 4, 2020
Eco-friendly, socially conscious and pro-governance investments have been hailed recently with a surge in focus on ESG initiatives, but sustainability and profitability don’t always go hand in hand. Watch the full discussion here. Ian Nussbaum.
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Public Finance 101: How Governments Manage Money
Peak Frameworks
JUNE 27, 2023
Public finance deals with the revenue and expenditure of government entities. Public finance relates to how a government generates revenue and how it disburses these funds to fulfill societal needs. Public finance relates to how a government generates revenue and how it disburses these funds to fulfill societal needs.
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Increasing Antitrust and Potentially Other Scrutiny for Defense M&A Deals
JD Supra: Mergers
MARCH 26, 2024
Mergers and acquisitions involving companies that conduct business with the federal government present a unique set of challenges. Several statutes and regulations are implicated in such corporate transactions, whether the federal government is a company’s smallest customer or its only customer. On March 18, 2024, U.S.
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FTC, DOJ and HHS Launch Public Inquiry into Transactions Involving Private Equity Firms, Health Systems and Private Payers
JD Supra: Mergers
MARCH 12, 2024
On March 6, the Federal Trade Commission (“FTC”), the Department of Justice’s Antitrust Division (“DOJ”), and the Department of Health and Human Services (“HHS”) (the “Agencies”) announced that they were “launching a cross-government public inquiry into private equity and other corporations’ increasing control over health care.”.
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Updates on Saudi Arabia's Regional Headquarters Program
JD Supra: Mergers
APRIL 23, 2024
Effective January 1, 2024, multinational companies (“MNCs”) intending to do business in Kingdom of Saudi Arabia (“KSA”) with a KSA government entities are required to incorporate their regional headquarters (“RHQ”) in KSA.
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Sjunde AP-Fonden v. Activision Blizzard Inc.: What May be Common May not be Right
JD Supra: Mergers
APRIL 18, 2024
Originally Published in Quorum: Insights Into Corporate Governance, M&A and Securities Law - April 2024. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the board violated Section 251 of the DGCL in approving Activision Blizzard, Inc.’s
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Proposed Regulations for Buyback Tax Hit LBOs, Preferred Stock but Spare Tier 1 Capital
JD Supra: Mergers
APRIL 24, 2024
The government released proposed regulations this month implementing the excise tax imposed on repurchases of corporate stock that was enacted in 2022.
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LAW AND CORPORATE GOVERNANCE
Law Essentials
OCTOBER 27, 2022
The Blog is written by S Nazeemunnisa, a Fifth year Student of Damodaram Sanjivayya National Law University.
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DOJ Spotlights Voluntary Self Disclosure in M&A as it Adapts to New National Security Threats
JD Supra: Mergers
DECEMBER 5, 2023
The past few months have seen numerous high-profile enforcement actions highlighting an increasing trend, what Deputy Attorney General Lisa Monaco called “the biggest shift in corporate criminal enforcement that I’ve seen during my time in government: the rapid expansion of national security-related corporate crime.”
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Corporations: Examples, Structures, Pros, and Cons
Peak Frameworks
MAY 24, 2023
In this post, we will explain the concept of a corporation , its types, benefits, and challenges, and how it influences the economy. The Basic Structure of a Corporation In essence, a corporation is a legal entity distinct from its owners, capable of rights and obligations similar to an individual. S Corporations A U.S.-specific
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Council Gives Green Light to Europe’s Corporate Sustainability Due Diligence Directive
Cisco: M&A
MARCH 15, 2024
A Major Step Forward for Global Business Ethics Alignment For most businesses, corporate responsibility has evolved from a peripheral concern to a core consideration. And today, with the Council’s v… Read more on Cisco Blogs
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[Hybrid Event] Navigating "The Deal": Antitrust and Corporate Complexities in Today's Rapidly Changing U.S. Antitrust Enforcement Regime - September 19th, Charlotte, NC
JD Supra: Mergers
SEPTEMBER 11, 2023
However, we are witnessing a once in a generation wholesale increase in the vigor and focus of antitrust as a tool for the government, with the US antitrust agencies recently announcing complete overhauls of the merger review process in the United States. Every administration brings change in terms of priorities.
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What is a Multinational Corporation?
Peak Frameworks
JUNE 5, 2023
A , Multinational Corporation (MNC) is a company that operates in more than one country. History and Evolution of Multinational Corporations The concept of the Multinational Corporation is not new. Financial Management in Multinational Corporations International finance plays a pivotal role in MNCs.
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Not Done Yet—Employee Benefits Plan Transition and Integration Decisions Continue After M&A Transactions Close
JD Supra: Mergers
JANUARY 22, 2024
He also counsels publicly traded companies on reporting and compliance matters involving the SEC, with a focus on proxy and disclosure issues, executive compensation, and corporate governance. He advises public and. By: Morgan Lewis - ML Benefits
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DOJ Announces New Safe Harbor Policy for Voluntary Self-Disclosure in M&A
JD Supra: Mergers
DECEMBER 1, 2023
The Department of Justice continues to make clear that one of its principal corporate enforcement priorities is encouraging companies to voluntarily self-disclose misconduct.
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The Market for Corporate Criminals
The Harvard Law School Forum
SEPTEMBER 29, 2022
There’s a problem at the intersection of M&A and corporate crime. As a result, this problem could represent social cost in that one of corporate law’s key mechanisms for addressing business deficiencies—the market for corporate control—might fail when the deficiency in question is a culture of lawbreaking.
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Private Equity: Increased Regulatory Scrutiny of Healthcare Acquisitions
Deal Lawyers
MARCH 18, 2024
In early March, the FTC, DOJ & HHS announced a “cross-government public inquiry into private equity and other corporations’ increasing control over health care.”
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What are ESG (Environmental, Social, and Governance) Scores?
Peak Frameworks
SEPTEMBER 10, 2023
ESG stands for Environmental, Social, and Governance , three broad categories that measure a company's sustainability and societal impact. Consequently, professionals working in private equity, corporate finance, or investment banking should have a comprehensive understanding of ESG scoring.
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