Over thirteen years after the Dodd–Frank Wall Street Reform and Consumer Protection Act added Section 10D to the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities and Exchange Commission’s (“SEC”) clawback rules[1] became effective on October 2,
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Latest from Cleary M&A and Corporate Governance Watch
DOJ Announces Additional Guidance on Voluntary Self-Disclosure in M&A Context
At the September 21, 2023 Conference of the Global Investigations Review, Principal Associate Deputy Attorney General Marshall Miller announced actions by the Department of Justice (“DOJ”) to further incentivize companies engaged in M&A to prioritize compliance. Miller affirmed that “acquiring…
The German M&A Market – Q3/2023
By Cleary Gottlieb & dmulloy
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
New Delaware Ruling Highlights Unintended Consequences of Excluding Officers from Fiduciary Duty Waivers
Delaware law provides parties with significant flexibility to restrict or eliminate fiduciary duties in LLC agreements. Sophisticated parties regularly take advantage of this flexibility by eliminating fiduciary duties of members and directors of LLCs. These same parties, however, often choose…
Bringing an End to “Derivative” Section 14(a) Claims – Without Waiting for the Supreme Court to Weigh In
Much has been written lately about a circuit split on the question whether a company’s forum selection bylaw mandating shareholder derivative lawsuits be brought in Delaware state court trumps a federal lawsuit asserting a derivative claim under Section 14(a) of…
New SEC Disclosure Rules for Cybersecurity Incidents and Governance and Key Takeaways
On July 26, 2023, the U.S. Securities and Exchange Commission (the “SEC” or “Commission”) adopted rules to enhance and standardize disclosure requirements related to cybersecurity incident reporting and cybersecurity risk management, strategy, and governance.…
Sweeping Changes to Premerger (HSR) Process in the United States Proposed by Enforcement Agencies
Changes Would Multiply Time, Burden, and Expense for All Filings, Even for Transactions With No Competition Concerns
The U.S. FTC and DOJ have proposed sweeping changes to the pre-merger process in the United States under the Hart-Scott-Rodino (HSR) Act.[1]…
New York Advances Towards Banning All Non-Competes
Earlier this week, the New York State legislature passed a bill banning all non-competes entered into on or after 30 days past the bill’s enactment, including those entered into by employees or in connection with the sale of a business. …
The German M&A Market – Q2/2023
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
Updates on Non-Competes
Minnesota bans new employee non-competes beginning July 1, 2023, and the United Kingdom intends to cap their duration at 3 months
Minnesota Becomes the 4th U.S. State to Ban Employee Non-Competes
Following in the footsteps of California, North Dakota and…