Reynolds Holding

FEBRUARY 29, 2024

1 While the proposed rules raise the bar in the areas of conflicts of interest, disclosures, and policies and procedures, existing provisions of the federal securities laws address these areas and may be relevant to how firms currently develop and use AI models.

Technology 45

Technology Compliance Marketability 45

Reynolds Holding

FEBRUARY 13, 2024

The final rules are explicitly aimed at principal trading firms and private funds that the SEC views as acting as “ de facto market-makers.” Even if a firm does not satisfy either of the factors, it may nevertheless be required to register as a dealer under existing law and precedents.

Treasury 45

Treasury Marketability Compliance Banking 45

Internal Audit 360

FEBRUARY 1, 2024

Many ask, if that’s that case, why isn’t the audit committee involved upfront in the important decision of whether or not to remove the CAE? Chris Dogas, CPA, CFE, CRMA is the founder of AS GRC Consultants LLP, which provides corporate governance services. Contact him at chrisdogas@asmgtc.com.

Accounting Firms 52

Accounting Firms Compliance Banking Technology 52

Reynolds Holding

OCTOBER 3, 2023

Specifically, according to the orders, employees at the firms communicated through various messaging platforms on their personal devices. According to the SEC, the firms did not maintain or preserve a majority of these “off-channel communications.” The firms agreed to pay combined penalties of $289 million to resolve the SEC’s claims.

Banking 52

Banking Compliance Marketability Finance 52

Reynolds Holding

MAY 14, 2024

If CFIUS determined that it had jurisdiction, it could then ask the parties to submit a formal filing. This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP. Efforts to Mitigate National Security Risks Can Be Strengthened ” (April 18, 2024).

Treasury 45

Treasury Compliance 45

ThomsonReuters

SEPTEMBER 22, 2023

Litchfield, Partner at the international law firm of Foley & Lardner, LLP on the increasingly complex subject of A.I. Litchfield: Ask yourself, first and foremost, why you need the tool. Also, both New Jersey ( L. 2022, A4909 ) and New York ( L. Recently, Checkpoint Payroll Update spoke with John L. tool help you get there?

Compliance 52

Compliance Technology 52

Reynolds Holding

OCTOBER 11, 2022

District Court for the Western District of Texas held that the SEC violated the Administrative Procedure Act when, in June 2021, Corp Fin stated that it would not recommend enforcement of the 2020 proxy advisory firm rules while those rules were under reconsideration. 2020 proxy advisory firm rules. NAM declared victory.

Compliance 45

Compliance Marketability 45

Reynolds Holding

AUGUST 20, 2023

Sullivan & Cromwell LLP has represented the defendants throughout this 13-year litigation. 11] The Second Circuit explained that this requires “a searching price impact analysis” that asks “whether a truthful—but equally generic—substitute for the alleged misrepresentation would have impacted the stock price.” [12] 3d at 538. [20]

Marketability 40

Marketability 40

Reynolds Holding

MARCH 18, 2024

This post comes to us from Arnold & Porter Kaye Scholer LLP. It is based on the firm’s memorandum, “Delaware Chancery Court Faults Merger Agreement Approval Process in Microsoft’s US$69 Billion Acquisition of Activision Blizzard,” dated March 13, 2024, and available here.

Dividends 45

Dividends Marketability 45

Reynolds Holding

FEBRUARY 26, 2023

A company’s failure to act on a shareholder proposal that is approved or that receives strong support can result in reputational damage to the company and could signal to shareholders and proxy advisory firms that the board is not responsive to a matter of significant shareholder concern.

49

49

Audit Board

DECEMBER 15, 2022

We believe very strongly, as an organization, we need to mobilize our entire firm — the 400,000+ professionals that we have globally — to bring a command of sustainability, climate-related issues, and equity-related issues, to everything we do. One of the most transformative capacity multipliers that can be deployed is technology.

Start-ups 52

Start-ups Technology Compliance Marketability 52

Reynolds Holding

FEBRUARY 27, 2024

Management teams and boards are asking whether their company’s procedures are integrated and designed to facilitate streamlined communication between cybersecurity business functions, management and the board in the event of a cybersecurity incident and any steps the board or a committee would need to take in its oversight role.

Compliance 45

Compliance Marketability Technology 45

Reynolds Holding

APRIL 18, 2022

3 Antitrust Division Updates Its Leniency Policy and Issues Revised Plain Language Answers to Frequently Asked Questions (April 4, 2022), [link]. 4 Frequently Asked Questions About the Antitrust Division’s Leniency Program (April 4, 2022), [link]. This post comes to us from Davis, Polk & Wardwell LLP.

Marketability 56

Marketability Technology Banking 56

Reynolds Holding

OCTOBER 9, 2022

It is also wise to ask management to develop alternative strategies in the event existing liquidity sources dry up. This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP. For example, if a default waiver may become necessary: What percentage of lender consent is required?

Marketability 45

Marketability Finance Compliance Equity 45

Harvard Corporate Governance

APRIL 18, 2022

Nichol, Sidley Austin LLP, on Monday, April 18, 2022 Editor's Note: Sara B. Nichol is senior managing associate at Sidley Austin LLP. Being asked to join the board of directors of a public corporation is an honor. The following are ten questions director candidates should ask themselves and the prospective company.

240

240

Reynolds Holding

JANUARY 23, 2024

During the Congressional hearings that followed, Chairwoman of the HFS Committee Maxine Waters asked the Department of Justice to consider criminal charges against former CEO Timothy Sloan for inaccurate and misleading statements. The merger was allegedly orchestrated by prominent buyout firm 3G Capital Partners with a plan to extract $1.5

Banking 59

Banking Private Equity Firm Alpha Compliance 59

Reynolds Holding

JUNE 4, 2023

This post comes to us from Davis, Polk & Wardwell LLP. It is based on the firm’s memorandum, “Delaware Chancery Court holds Corwin cleansing does not cover defensive measures subject to Unocal,” dated May 31, 2023, and available here.

Marketability 40

Marketability 40

Reynolds Holding

DECEMBER 3, 2023

applies (the “ relevant period ”) currently starts on the date the target board has reason to believe that a bona fide offer might be imminent (or, if earlier, when a firm offer or possible offer announcement is made) and terminates at the end of the offer period. This post comes to us from Sullivan & Cromwell LLP.

Debt Financing 40

Debt Financing Marketability Finance Equity 40

Reynolds Holding

NOVEMBER 3, 2022

That’s why, when several firms—Allianz Global Investors, Archegos Capital Management, and Infinity Q Capital Management, or in some cases their executives—used complex products allegedly to defraud investors, we charged them. We imposed a penalty of $1 billion on the firm. 23] See In re Ernst & Young LLP , Release No.

Marketability 49

Marketability Banking Compliance 49

Reynolds Holding

OCTOBER 26, 2023

The securityholder must not be asked to part with anything of value besides the outstanding securities. This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “The Application of the U.S. The bank would be the issuer of both the bail-in bonds and the new shares.

Banking 40

Banking Equity Capital Structure Marketability 40

Reynolds Holding

APRIL 9, 2024

28] The PBGC asked the court to prohibit the debtors from challenging the validity of its regulation in connection with the claims allowance process, arguing that challenges to an agency regulation can only be made in a suit against the agency in federal court. [29] This post comes to us from Cleary Gottlieb Steen & Hamilton LLP.

Equity 45

Equity 45

Reynolds Holding

MARCH 13, 2023

Because the ECCP is in the form of questions that Criminal Division prosecutors will ask companies as part of their evaluation of the companies’ compliance programs, these new additions stop short of providing specific policies or procedures that companies are required to adopt. This post comes to us from Davis, Polk & Wardwell LLP.

Compliance 45

Compliance Equity Treasury Banking 45

Reynolds Holding

OCTOBER 29, 2023

This post comes to us from Debevoise & Plimpton LLP. It is based on the firm’s memorandum, “Key Takeaways from the FDIC’s Proposed Guideline for Corporate Governance and Risk Management,” date October 19, 2023, and available here. 6] Pocket Guide for Directors , FDIC (Dec. 13, 2007), available here. [7]

Banking 40

Banking Compliance Technology Marketability 40

Reynolds Holding

OCTOBER 25, 2023

As a result, in those few instances where the crucial work of the supervisory staff becomes public, it behooves us to ask whether the supervisory staff has the right kind of tools, resources, training and management and is subject to effective oversight by the full Board of Governors, in addition to the Vice Chair for Supervision.

Banking 40

Banking Start-ups Venture Capital Fund Equity 40

Reynolds Holding

FEBRUARY 2, 2023

According to the court, Nomura and Oppenheimer, Gig3’s IPO bookrunners, were also hired to serve as Gig3’s financial advisors, but they were not asked to provide a fairness opinion on the merger. This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP.

Equity 45

Equity Compliance 45

Reynolds Holding

MAY 15, 2022

1] As on other occasions, the SEC accompanied the Guidance with a sample letter outlining the questions the SEC may ask an issuer regarding its disclosure of relevant implications arising from Russia’s invasion of Ukraine and the sanctions and export controls imposed in response by various jurisdictions. ENDNOTES. [1]

Compliance 45

Compliance Treasury Finance Corporate Finance 45

Harvard Corporate Governance

AUGUST 21, 2023

Lee, KPMG LLP, on Monday, August 21, 2023 Editor's Note: John Rodi is a Leader and Patrick A. Lee is a Senior Advisor at KPMG LLP. Many boards are asking management for a high-level training session—with third-party experts, as necessary—on generative AI and its potential benefits and risks. Posted by John Rodi, Patrick A.

Compliance 189

Compliance Technology Start-ups Specific Risk 189

Reynolds Holding

OCTOBER 22, 2023

The Supreme Court was asked to address “[w]hether the Second Circuit erred in holding—in conflict with the Third, Ninth, and Eleventh Circuits—that a failure to make a disclosure required under Item 303 can support a private claim under [Exchange Act] Section 10(b), even in the absence of an otherwise misleading statement.” [1] 21] Id.

Banking 40

Banking Marketability 40

Reynolds Holding

JUNE 28, 2022

The dissidents asked the court to find that the incumbent board and CytoDyn had wrongfully rejected the plaintiffs’ nomination notice and compel CytoDyn to allow plaintiffs’ nominees to stand for election at the annual meeting. This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP. CytoDyn Inc. , 10 Unocal Corp.

Compliance 56

Compliance Equity 56

Reynolds Holding

MAY 14, 2023

Plaintiffs asked the Court to enjoin the Challenged Provisions, but did not seek damages. [14] This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. 13] In sum, they argued that these provisions established a 35% voting bloc contractually committed to protecting the Board and deterring and defeating any activist threats.

Marketability 45

Marketability Equity 45

Reynolds Holding

SEPTEMBER 27, 2023

The Staff emphasized the importance of compliance with Inline XBRL presentation and tagging requirements and consistent and accurate information throughout a registrant’s filings, and warned that issuers may be asked to amend or revise the disclosures accepted by EDGAR if they have failed to comply with the EDGAR Filer Manual.

Compliance 40

Compliance Start-ups Marketability Equity 40

ThomsonReuters

SEPTEMBER 8, 2023

Compliance requirements are also stricter with an S corp than they are with other business entities, such as an LLC or limited liability partnership (LLP). For example, many law firms are LLCs, and solo contractors or freelancers may elect to form an LLC to shield personal assets from lawsuits or debt collection directed at the business.

Start-ups 75

Start-ups Compliance Dividends Business Enterprise 75

Reynolds Holding

JANUARY 31, 2024

While not a class action, the court has been asked to determine, among other things, whether the SEC’s existing statutory and regulatory authority to initiate and adjudicate administrative enforcement proceedings seeking civil penalties violates the Seventh Amendment and the nondelegation doctrine. Pluralsight, Inc. , 45 F.4th

Start-ups 45

Start-ups Technology Marketability Banking 45

Reynolds Holding

OCTOBER 4, 2022

Target boards will also need to ask if there should be some flexibility in the target’s interim operating covenants, which regulate the target’s business while the deal is pending. This post comes to us from Skadden, Arps, Slate, Meagher & Flom LLP. Interim Operating Covenants.

Start-ups 45

Start-ups Private Equity Firm Marketability Banking 45

Reynolds Holding

MAY 1, 2022

If the due diligence exercise will slow the pace of the transaction, the banks may face pressure from the parties to limit the scope of the due diligence exercise and ask whether they really need “comfort” letters and the like. This post comes to us from Debevoise & Plimpton LLP. ENDNOTES. [1]

Banking 58

Banking Discounted Cash Flow Finance Equity 58

Reynolds Holding

MARCH 19, 2023

3] Shell, Frequently Asked Questions (FAQ) on Dutch District Court Legal Case , Updated March 22, 2022. [4] 4] Shell, Frequently Asked Questions (FAQ) on Dutch District Court Legal Case , Updated March 22, 2022. [5] This post comes to us from Shearman & Sterling LLP. 2] Milieudefensie et al.

45

45

Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by John Kelsh, Claire Holland, and Christine Duque, Sidley Austin LLP, on Monday, February 12, 2024 Editor's Note: John Kelsh is a Partner, Claire Holland is Special Counsel, and Christine Duque is a Senior Managing Associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Mr. Kelsh, Ms. Holland, Ms.

Equity 124

Equity Marketability 124