Law 360 M&A

JUNE 22, 2023

A Los Angeles bioplastics production company and special purpose acquisition firm TLGY Acquisition Corp. announced Thursday they would merge, taking the startup public at a value of $365 million in a deal led by Cleary Gottlieb and WilmerHale.

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Law 360 M&A

APRIL 17, 2023

Water infrastructure firm Aliaxis SA/NV said Monday it had offered to buy Finland's Uponor Corp. billion ($2 billion) in a Cleary Gottlieb Steen & Hamilton LLP-guided bid intending to create a global water management group.

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Harvard Corporate Governance

MAY 6, 2022

The Quality of Earnings Information in Dual-Class Firms. Posted by Francesca Odell, Ferdisha Snagg, and Clara Cibrario Assereto, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, May 3, 2022. Crenshaw, U.S. Securities and Exchange Commission, on Friday, April 29, 2022. The EU Taxonomy Traffic Light.

Capital Structure 206

Capital Structure Compliance 206

Harvard Corporate Governance

FEBRUARY 10, 2023

Harris, and Claire Schupmann, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, February 9, 2023 Tags: 13D , Corporate governance , ESG , SEC , SEC enforcement , Shareholder activism Langston, Kyle A.

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Harvard Corporate Governance

SEPTEMBER 1, 2023

O’Reilly and Lina Dayem, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, August 29, 2023 Tags: Delaware articles , Delaware cases , Delaware Court of Chancery , Delaware law , Fiduciary duties , Mergers & acquisitions , waivers Do Corporations Retain Too Much Cash?

Venture Capital Fund 198

Venture Capital Fund Equity 198

Law 360 M&A

MAY 27, 2022

With so much mergers and acquisitions news this week, you may have missed several deals announced in the last several days helmed by firms such as Cleary Gottlieb Steen & Hamilton LLP and Debevoise & Plimpton LLP. Here, Law360 recaps the ones you may have missed.

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Harvard Corporate Governance

OCTOBER 7, 2022

Lee, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, October 5, 2022. Friends in High Places: Political Ties and SEC Oversight of Foreign Firms. Tags: Comment letters , compliance , Disclosure , Foreign firms , SEC , SEC enforcement , Securities litigation. The Irrelevance of Delaware Corporate Law.

Compliance 189

Compliance Dividends Banking Equity 189

Harvard Corporate Governance

FEBRUARY 9, 2024

Turner, Queen’s University Belfast, on Monday, February 5, 2024 Tags: Banks , British , Extended liability , Insurance firms , Limited liability , Shareholder , Shareholder liability , UK , United Kingdom Exxon proxy suit highlights divide between ESG investing and activism Posted by Amy D. Posted by John D. Roy and Robert A.

Alpha 100

Alpha Banking Equity Compliance 100

Harvard Corporate Governance

DECEMBER 23, 2022

Statement by Chair Gensler on PCAOB’s Determinations Regarding Public Accounting Firms in China. Posted by Michael Albano, and Elizabeth Dyer, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, December 22, 2022. Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, December 16, 2022.

Accounting Firms 224

Accounting Firms Marketability 224

Harvard Corporate Governance

JUNE 17, 2022

Posted by Nick Grabar, Cleary Gottlieb Steen & Hamilton LLP, on Saturday, June 11, 2022. Tags: China , Foreign firms , Insider trading , International governance , SEC , SEC enforcement , Securities enforcement , Securities regulation. The SEC’s Climate Proposal: Top Ten Points for Comment.

Beta 230

Beta Technology Banking Equity 230

Reynolds Holding

DECEMBER 11, 2023

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “SIGNIFICANT ROADBLOCKS FOR PLAINTIFFS IN GENERATIVE ARTIFICIAL INTELLIGENCE LAWSUIT: California Judge Dismisses Most Claims Against AI Developers in Andersen v.

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Reynolds Holding

DECEMBER 18, 2023

It is based on the firm’s memorandum, “CFTC Proposes Voluntary Carbon Credit Derivatives Guidance,” dated December 6, 2023, and available here. Comments on the proposal are due by February 16, 2024. For background see: Deborah North, et al., For background see: Deborah North, et al.,

Marketability 45

Marketability Compliance 45

Reynolds Holding

JUNE 25, 2023

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “New York Advances Towards Banning All Non-Competes,” dated June 22, 2023, and available here. The bill does not address pre-service knowledge or employee non-solicits.

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Reynolds Holding

JULY 25, 2022

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “UCC Digital Asset Amendments Finalized,” dated July 21, 2022, and available here. Code & Emerging Techs. Comm’n & Am. 2022), available at [link].

Technology 56

Technology Finance 56

Reynolds Holding

JULY 31, 2023

Credit Risk: Firms would be required to use a new, expanded risk-based approach for credit risk (a standardized approach with greater risk sensitivity, replacing the models-based advanced approaches), in addition to the existing, generally applicable standardized approach. from outside the large banking organizations).

Banking 40

Banking Market Risk Compliance Marketability 40

Reynolds Holding

JANUARY 29, 2023

Other creative deal structures, including joint ventures and partnerships between strategics and between strategics and private equity firms or their portfolio companies, will also provide opportunities to diversify balance sheets, share costs of R&D and unlock synergies. ENDNOTE [1] Data taken from Bloomberg.

Private Equity Firm 45

Private Equity Firm Equity Finance Marketability 45

Reynolds Holding

AUGUST 13, 2023

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “DOJ, Commerce, and Treasury Issue Advisory on Voluntary Self-Disclosure Policies for Sanctions and Export Control Violations,” dated August 1, 2023, and available here. 22] Axelrod Memo at 3. [23]

Treasury 40

Treasury Compliance Banking 40

Reynolds Holding

MARCH 3, 2024

holding that a controller stockholder, a private equity firm, received a non-ratable benefit in a merger because the buyer who acquired the claims “would be reluctant” to press the claims against the seller). [8] This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. S’holders Litig., 3d 455, 487 (Del.

Private Equity Firm 45

Private Equity Firm Equity Marketability 45

Reynolds Holding

APRIL 9, 2024

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “Delaware Bankruptcy Judge Declines to Order Arbitration of Key Pension Claims,” dated April 3, 2024, and available here. Seymour, Against Bankruptcy Exceptionalism, 89 U. 1925 (2022). [35] 2765 at 28.

Equity 45

Equity 45

Reynolds Holding

OCTOBER 26, 2023

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 same reasoning would arguably apply in the case of a forced conversion upon bail-in.

Banking 40

Banking Equity Capital Structure Marketability 40

Reynolds Holding

FEBRUARY 12, 2024

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “Meeting Fiduciary Duties When Speaking Up: A 21st Century Roadmap,” dated January 17, 2024, and available here. Newmark , 16 A.3d

Marketability 45

Marketability 45

Reynolds Holding

SEPTEMBER 26, 2023

For more coverage of the district court’s decision, please refer to Cleary Gottlieb’s previous Alert Memorandum, “SDNY Holds Syndicated Loans Are Not Securities, Rejecting Challenge That Threatened To Disrupt $2 Trillion Market During COVID-19 Crisis,” published May 26, 2020. Kirschner as Tr. of Millennium Lender Claim Tr.

Banking 40

Banking Marketability Intangible Assets Finance 40

Reynolds Holding

MAY 14, 2023

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “Corwin Cleansing Denied In Action For Post-Closing Injunctive Relief Under Unocal,” dated May 10, 2023, and available here. [23] In re Edgio, Inc. at 33-34. [24] at 42-43. [28]

Marketability 45

Marketability Equity 45

Reynolds Holding

OCTOBER 16, 2022

Biden-appointed antitrust officials have asserted, unfairly in our view, that private equity firms deserve heightened scrutiny when they engage in corporate transactions. This is welcome news for private equity firms competing to be divestiture buyers. Cleary Gottlieb represented Change Healthcare at trial in this case.

Private Equity Firm 45

Private Equity Firm Equity Debt Financing Finance 45

Reynolds Holding

APRIL 14, 2022

The proposing release points to existing rules that might address this challenge, but whether those rules will successfully protect against unduly burdensome disclosure will depend on the future practices of the SEC staff and the auditing firms. This post comes to us from Cleary Gottlieb Steen & Hamilton LLP.

Finance 40

Finance Technology 40

Reynolds Holding

APRIL 18, 2022

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “ The Adjustable Interest Rate (LIBOR) Act: A Closer Look at How It Interacts with State Law and What It Means for Potential Litigation Risks.” . § 104(d). [13] 14] 15 U.S.C. 77ppp(b). [15] I, § 10, cl.

Banking 45

Banking Equity Finance 45

Reynolds Holding

FEBRUARY 19, 2024

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “AI May Do Wonders for Your Business, But What About Your Risk Profile?” 16837 (March 31, 2021), available here. ” dated January 17, 2024, and available here.

Technology 45

Technology Banking Finance Treasury 45

Reynolds Holding

SEPTEMBER 11, 2023

See Staff Responses to Questions About the Custody Rule, [link] This post comes to us from Cleary Gottlieb, Steen & Hamilton LLP.

Compliance 40

Compliance Marketability Start-ups Banking 40

Reynolds Holding

JANUARY 26, 2023

While not an outright prohibition on taking the “or explain” route, conformity to peers and the risk that investors and proxy advisory firms may question those companies that take an outlier “explain” approach pushes companies toward the preferred outcome for regulators. This post comes to us from Cleary Gottlieb Steen & Hamilton LLP.

Start-ups 94

Start-ups Marketability Compliance 94

Reynolds Holding

JUNE 16, 2022

13] Another dissenting Commissioner said that “a number of [SEC] disclosure requirements have long related to environmental matters,” pointing to many “analyses from law firms explaining” SEC “disclosure requirements regarding climate change.” [14] Senior Counsel, Cleary Gottlieb. Senior Counsel, Cleary Gottlieb.

Corporate Finance 52

Corporate Finance Finance Compliance Marketability 52

Reynolds Holding

MAY 1, 2023

Ltd v Parkside Homes Ltd [1974] 1 WLR 798; Seager v Copydex Ltd [1967] 1 WLR 923 [26] as in the special context of obligations imposed on officers of the Secret Intelligence Service in A-G v Blake [2001] 1 AC 268 [27] Vercoe v Rutland Fund Management Ltd [2010] EWHC 424 This post comes to us from Cleary Gottlieb Steen & Hamilton LLP.

Compliance 49

Compliance Banking Marketability 49

Reynolds Holding

JUNE 5, 2023

13] [link] [14] [link] [15] [link] This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum,”Final SEC Rule on Corporate Buybacks to Expand Reporting Requirements, Especially for FPIs,” dated June 1, 2023, and available here. 11] 17 C.F.R. 12] 17 C.F.R.

Equity 40

Equity Compliance Marketability 40

Reynolds Holding

APRIL 27, 2023

This post comes to us from Cleary Gottlieb Steen & Hamilton LLP. It is based on the firm’s memorandum, “Corporates Face Novel, Greater Risks from Debt Ceiling Impasse—Even if No Default Occurs,” dated April 25, 2023, and available here. News & World Report (April 18, 2023), available here. [5]

Treasury 45

Treasury Banking Marketability Finance 45