Law 360 M&A

JANUARY 30, 2023

based Sullivan & Cromwell LLP partner has been relocated to the Asia-Pacific region to bolster the firm's finance, special situations and private credit practice there, according to an announcement Monday.

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Marketability Finance 40

Law 360 M&A

APRIL 11, 2023

Office Properties Income Trust plans to absorb a health care real estate investment trust in an all-stock deal built by Wachtell and Sullivan & Cromwell, combining $12.4 billion in assets as the office REIT braces itself against a "difficult financing environment," the firms said Tuesday.

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Finance 40

Law 360 M&A

NOVEMBER 14, 2022

Sullivan & Cromwell announced Monday the firm is bolstering its services for tech clients with the addition of messaging company Slack's former general counsel to its Palo Alto, California, office.

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Law 360 M&A

JANUARY 23, 2023

Sullivan & Cromwell LLP's global team steered acquisitions, divestitures and spin-offs for a diverse mix of clients over the past year, highlighted by migraine-treatment developer Biohaven Pharmaceuticals Inc.'s earning the firm a spot among Law360's 2022 Mergers & Acquisitions Groups of the Year. billion sale to Pfizer Inc.,

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Mergers & Acquisitions 40

Harvard Corporate Governance

SEPTEMBER 1, 2023

Ho, Mike Delikat, and Bobby Bee, Orrick Herrington & Sutcliffe LLP, on Sunday, August 27, 2023 Tags: dei , EEOC , Supreme Court , Wal-Mart Special Committee Report Posted by Gregory Gooding, Maeve O’Connor, and Caitlin Gibson, Debevoise & Plimpton LLP, on Monday, August 28, 2023 Tags: corporate transactions , Delaware articles , Delaware cases (..)

Venture Capital Fund 198

Venture Capital Fund Equity 198

Appraisal Rights

JUNE 21, 2019

In the time since the decision, numerous law firms have provided further commentary on the decision, including: Ropes & Gray. Sullivan & Cromwell. We’ve covered before some reactions to the Aruba decision. White & Williams. Fried Frank. Locke Lord. Cadwalader. Potter Anderson. Wilkie Farr.

Marketability 52

Marketability 52

Harvard Corporate Governance

MAY 27, 2022

Payne, Sullivan & Cromwell LLP, on Sunday, May 22, 2022. Tags: Board composition , Board dynamics , Board independence , Board oversight , Board performance , Boards of Directors , ESG , Outside directors , Private firms. Disclosures Pertaining to Russia’s Invasion of Ukraine. Posted by Catherine M.

Banking 205

Banking Marketability 205

Reynolds Holding

APRIL 11, 2024

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Delaware Supreme Court Holds MFW Applies to Controller Transactions Beyond Freeze-Out Mergers,” dated April 8, 2024, and available here.

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Reynolds Holding

MAY 10, 2022

The Executive Order emphasizes that feedback should be sought from a broad array of constituencies, including communities that have not historically benefitted from technology-driven economic growth, technical experts, stakeholders interested in using blockchain to address systemic inequities and environmental impact and venture capital firms.

Technology 58

Technology Equity Banking Finance 58

Harvard Corporate Governance

JULY 1, 2022

Farrar, Sullivan & Cromwell LLP, on Tuesday, June 28, 2022. Disclosure of the Extent to which Firms Invest in their Workforce. Amendments to Expand Fund “Names Rule”. Posted by Eric Diamond, Donald Crawshaw, and William G. The High Impact Behaviors of the Most Effective Directors. federal courts.

Equity 100

Equity Marketability Technology 100

Reynolds Holding

JULY 20, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Delaware Court Holds That Corporate Speech on Public Policy Issues Falls Within Purview of Business Judgment,” dated July 17, 2023, and available here.

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Reynolds Holding

FEBRUARY 14, 2024

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Information-Sharing Between Activists and Their Director Nominees,” dated February 8, 2024, and available here.

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Appraisal Rights

JANUARY 27, 2020

In reviewing current “hot topics” in M&A, law firm Sullivan and Cromwell writes this about the current state of appraisal, given the continued developments from multiple major appraisal cases in the past couple years: “Post-Aruba Appraisal Landscape: Following the Delaware Supreme Court’s decision in Verition Partners Master Fund Ltd.

Appraisal 40

Appraisal Marketability 40

Reynolds Holding

SEPTEMBER 27, 2023

While the difference between these alternatives may sound like it is not that big of a deal, we show in a new paper that it actually is – but that not all law firms seem to appreciate this. As a result, many of the top-tier law firms will not want to be named in the pill documents to avoid other law firms free riding on their expertise.

Finance 59

Finance 59

Reynolds Holding

NOVEMBER 26, 2023

Millstein Center for Global Markets and Corporate Ownership, the Columbia Law School Center on Corporate Governance, and the law firms of Paul Hastings LLP and Wachtell, Lipton, Rosen & Katz. Hesse , Partner, Sullivan & Cromwell LLP Martin C. The event is co-sponsored by the school’s Ira M.

Finance 52

Finance Marketability Technology 52

Reynolds Holding

AUGUST 20, 2023

Sullivan & Cromwell LLP has represented the defendants throughout this 13-year litigation. Within hours or days of negative news events, corporations often experience a deluge of press releases from plaintiff law firms seeking shareholders potentially interested in filing securities litigation claims. 3d at 538. [20]

Marketability 40

Marketability 40

Reynolds Holding

APRIL 5, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “California State Court Declares AB 979 Unconstitutional — California Board Diversity Law Invalidated, but Focus on Board Diversity Remains,” dated April 5, 2022, and available here. ENDNOTES. [1]

Compliance 49

Compliance 49

Benzinga

JUNE 6, 2023

Under the terms of the merger agreement, Gurnet Point, a leading healthcare investment firm, and Novo Holdings, a holding and investment company responsible for managing the assets and wealth of the Novo Nordisk Foundation, will acquire all outstanding shares of Paratek for $2.15 Sullivan & Cromwell LLP served as legal counsel to Oaktree.

Debt Financing 40

Debt Financing Finance Marketability 40

Reynolds Holding

MAY 24, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Supreme Court and Fifth Circuit Cases Could Impact SEC’s Use of Administrative Forum,” dated May 20, 2022, and available here. [3] Jarkesy v. SEC , 2022 WL 156313 (5th Cir. May 18, 2022).

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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

OCTOBER 9, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “SEC Charges Corporate Insiders and Public Companies for Failing to Timely Report Transactions and Holdings,” dated October 3, 2023. Fernandez McGovern, Release No. 98546 (September 27, 2023), available at [link].

Equity 40

Equity Compliance Technology 40

Reynolds Holding

JULY 10, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “U.S. McCall , 863 S.E.2d 2d 81, 92 (2021). [22] 22] Slip op. at 4-5 (Alito, J., concurring in part and concurring in the judgment).

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Reynolds Holding

MARCH 8, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “U.S. ENDNOTES [1] JM 9-28.900. [2] 2] JM 9-28.900. [3] 3] ECCP at 13. [4] 4] ECCP at 19. [5] 5] JM 9-28.700.

Compliance 49

Compliance Equity 49

Reynolds Holding

NOVEMBER 21, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Voluntary Carbon Credits: Recent Legal Developments,” dated November 2, 2023, and available here. 44475(a). [3]

Marketability 40

Marketability Compliance 40

Reynolds Holding

MAY 22, 2022

In particular, any such acquisitions may: establish a floor price for the offer, if any interests in target shares are acquired during a defined period (normally the three months before an offer period — i.e. before there has been a possible offer announcement or a firm offer announcement — and during an offer period); or.

Private Equity Firm 45

Private Equity Firm Compliance Equity Marketability 45

Reynolds Holding

JUNE 15, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “SEC Adopts Amendments Requiring Electronic Filing of Certain Documents, Including ‘Glossy’ Annual Reports, Forms 144 and Forms 6-K,” dated June 8, 2022, and available here. .

Corporate Finance 45

Corporate Finance Compliance Finance Banking 45

Reynolds Holding

NOVEMBER 7, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Federal Trade Commission Requires Non-Bank Financial Institutions to Report Certain Data Breaches,” dated November 1, 2023, and available here. [13] Id. 14] Id. 15] Id. at 20‑21. [16]

Banking 40

Banking 40

Reynolds Holding

OCTOBER 4, 2023

30] To this end, she acknowledged that “[h]ow smaller firms apply the Principles may look quite different than how larger ones do” [31] and that “[a]pproaches will vary depending on business model, client base, products and services, and jurisdiction.” [32] This post comes to us from Sullivan & Cromwell LLP.

Treasury 40

Treasury Finance Technology Marketability 40

Reynolds Holding

JUNE 20, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Supreme Court Addresses Transportation-Worker Exemption to Federal Arbitration Act,” dated June 15, 2022, and available here. . Amazon.com, Inc. , 3d 904, 915 (9th Cir. 2020), and Wallace v. 3d 798, 803 (7th Cir.

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Reynolds Holding

AUGUST 17, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Recent CFPB Actions –CFPB Issuances Demonstrate Continued Focus on Technology Companies and Personal Financial Data Protection,” dated August 16, 2022, and available here. . 21, 2021), available at [link]. [10]

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Finance Marketability Technology Banking 45

Reynolds Holding

MAY 17, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Supreme Court and First Circuit Cut Back on Expansive Theories of Federal Fraud,” dated May 15, 2023, and available here. 1565 (2020). [22] 22] See McDonnell v. United States , 579 U.S. 550 (2016). [23]

Banking 45

Banking 45

Reynolds Holding

NOVEMBER 13, 2022

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Legacy NAFTA Investor Protections to Expire in 2023,” dated November 2, 2022, and available here. .

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Finance 45

Harvard Corporate Governance

AUGUST 12, 2022

Posted by Marc Treviño and Bob Downes, Sullivan & Cromwell LLP, on Monday, August 8, 2022. Tags: Compensation disclosure , Disclosure , Earnings announcements , Equity-based compensation , Executive Compensation , Firm performance , Incentives , Information environment , Pay for performance. Posted by Theodore N.

Equity 198

Equity Compliance Marketability 198

Reynolds Holding

OCTOBER 27, 2022

14] See, e.g. , Comment Letter from Sullivan and Cromwell at 2, Sep. 14, 2015, [link] (suggesting that, instead of public disclosure, exchanges could require individualized information as needed) (hereinafter “Mercer”); Sullivan & Cromwell LLP at 7, Sept. 34-95607, 87 FR 55134, 55162, Oct.

Total Shareholder Return 45

Total Shareholder Return Compliance Corporate Finance Banking 45

Reynolds Holding

NOVEMBER 13, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “Financial Stability Oversight Council Finalizes Revised Guidance on Nonbank SIFI Designations,” dated November 9, 2023, and available here. . § 5323(d)-(e). [31] 31] Interpretive Guidance, at 70. [32]

Treasury 40

Treasury Finance Marketability Equity 40

Reynolds Holding

APRIL 24, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “CFPB Policy Statement on Abusive Conduct,” dated April 14, 2023, and available here. 45] Id.

Banking 45

Banking Marketability 45

Reynolds Holding

AUGUST 6, 2023

This post comes to us from Sullivan & Cromwell LLP. It is based on the firm’s memorandum, “SEC Adopts Amendments to Rules Governing Money Market Funds,” dated July 20, 2023, and available here. (citing amended rule 2a-7(d)(4)(ii) and (iii)). [35] 35] Id. at 95-96. [36] 36] Id. 7(g)(8)).

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Marketability Compliance Treasury Banking 40