Publications

On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule containing the regulations that will make up the new Outbound Investment Security Program (the “Program”). As discussed in our previous client alert regarding the related notice of proposed rulemaking (“NPRM”), issued in June of this year, the Program implements President Biden’s August 2023 Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in...

In a unanimous vote, the Federal Trade Commission has announced a final rule (Final Rule) that represents the first major overhaul of the premerger notification form (the HSR Form) since its introduction in 1978. This comes 16 months after the FTC initially proposed sweeping changes to the HSR Form in a Notice of Proposed Rulemaking (NPRM). While the Final Rule imposes significant new obligations for filing parties, it reflects a bipartisan consensus on necessary updates to address significant...

Announcement Comes Immediately Prior to Effectiveness of New Schedule 13G Filing Deadlines On September 25, 2024, the Securities and Exchange Commission (“SEC”) announced that it had settled charges against 23 entities and individuals relating to failures to file and/or amend on a timely basis Schedules 13D and 13G and Forms 3, 4 and 5, with penalties amounting to more than $3.8 million in total. These charges represented a continuation of the SEC’s September 2023 enforcement sweep with respect...

After a year of wrangling and uncertainty, SB 253 and 261 are finally set to go into effect. When California Governor Gavin Newsom signed SB 253 and 261[1] into law last year—creating the first broad, industry-agnostic domestic climate reporting obligations for U.S. companies doing business in California—he did so with a caveat. His signing statements pointed out infeasible implementation deadlines (here and here) and potentially “inconsistent” reporting that could result based on the required...

During a self-described “China Week” (September 9-13, 2024), the U.S. House of Representatives voted to pass a series of legislations targeting China and Chinese companies. Among them are the BIOSECURE Act targeting biotechnology companies like BGI and WuXi, the Remote Access Security Act shutting down access to advanced AI chips via cloud computing, and various export control bills that strengthen controls to protect U.S. national security interests. In total, 25 China-related bills were...

On September 17, 2024, the OCC and FDIC both finalized their proposals reflecting an updated approach to evaluating bank mergers and related transactions. On the same day, the DOJ announced its formal withdrawal from the 1995 joint Bank Merger Guidelines and released commentary explaining how it plans to apply its general 2023 Merger Guidelines to the banking market. If retained by a new Administration, the DOJ and FDIC policy statements in particular represent significant changes from current...

On June 24, 2024, the Second Circuit reversed a district court’s dismissal of a shareholder’s Section 16(b) derivative suit for lack of constitutional standing, which the district court based on its determination that TransUnion LLC v. Ramirez, 594 U.S. 413 (2021) had abrogated Donoghue v. Bulldog Investors General Partnership, 696 F.3d 170 (2d Cir. 2012). Packer v. Raging Cap. Mgmt., 2024 U.S. App. LEXIS 15218 (2d Cir. 2024) (Cabranes, J.). In TransUnion, the Supreme Court stated that to...