Publications and Presentations

Advisory Corporate & Finance May 6, 2025

SEC Staff Issues, Revises, and Withdraws C+DIs With Respect To Rule 10b5-1

On April 25, 2025, the SEC Staff issued two new Compliance and Disclosure Interpretations (C+DIs) with respect to Rule 10b5-1. The Staff also made changes to existing Rule 10b5-1 C+DIs. Our Advisory summarizes the new C+DIs, shows the redlines made by the SEC staff to the various existing C+DIs, and identifies several C+DI that was recently withdrawn.

» Learn More

Advisory Bankruptcy and Restructuring April 29, 2025

Bankruptcy Courts in Delaware and New York Approve Nonconsensual Third-Party Releases Related to Foreign Insolvency Proceedings

The Supreme Court ruled in Harrington v. Purdue Pharma L.P. that the U.S. Bankruptcy Code does not permit a Chapter 11 plan to grant a release that discharges creditors’ claims against third parties without the consent of affected claimants, that is, a nonconsensual third-party release.

» Learn More

Advisory Antitrust/Competition April 28, 2025

Washington State First To Enact Broad Premerger Notification Law

The state of Washington became the first to enact a broad premerger notification law covering transactions across all industries. The law, S.B. 5122, was enacted on April 4, 2025, and goes into effect July 27, 2025. S.B. 5122, modeled after the Uniform Antitrust Premerger Notification Act, which was drafted and approved by the Uniform Law Commission (ULC) in July 2024, will require covered merging parties to provide copies of their Hart-Scott-Rodino (HSR) merger filings to the Washington State Office of the Attorney General. Multiple other states, including New York and California, are considering adopting their own pre-merger notification laws.

» Learn More

Advisory Corporate & Finance March 27, 2025

SEC’s Corp Fin Issues No-Action Letter Response Regarding Issuer Verification Steps for Accredited Investor Status

On March 12, 2025, the SEC’s Division of Corporation Finance issued a no-action letter providing interpretive guidance with respect to the requirement to verify a purchaser’s accredited investor status in a Rule 506(c) offering under Regulation D.

» Learn More

Advisory Corporate & Finance March 17, 2025

The (Likely) New Banking Regulators in Their Own Words

The Trump administration has been busy on a number of fronts, including issuing a broad range of executive orders with potentially far-reaching effects on banking organizations. This Advisory focuses on the individuals that the Trump administration has either selected or that are prominently mentioned as candidates for leadership positions at the federal banking agencies — namely Michelle Bowman, Jonathan Gould, Travis Hill, and Rodney Hood. We describe their views on the issues that matter to the banking industry, and what they are likely to prioritize — using their own words.

» Learn More

Advisory Corporate & Finance February 27, 2025

SEC’s Division of Corporation Finance Issues SLB 14M, Rescinding SLB 14L

On February 12, 2025, the SEC’s Division of Corporation Finance (Division) issued Staff Legal Bulletin (SLB) No. 14M. SLB 14M provides guidance on the scope and application of Exchange Act Rules 14a-8(i)(5) and 14a-8(i)(7), which set forth two of the 13 bases upon which companies may exclude shareholder proposals from their proxy materials, as well as other aspects of the rules governing shareholder proposals. SLB 14M rescinds SLB 14L, which had made it more difficult for companies to exclude social policy and environmental shareholder proposals, even where such proposals had little significance to the relevant company, and reinstates prior guidance regarding how the 14a-8(i)(7) exclusion will be evaluated.

» Learn More

Webinar Energy and Energy Transition January 28, 2025

Energy and the Energy Transition in the Trump Administration: Key Early Developments

The Trump administration has issued a flurry of initial Executive Orders regarding energy and energy transition, with more expected.

» Play

Advisory Corporate & Finance January 21, 2025

SEC Approves NYSE Proposal To Restrict Use of Reverse Stock Splits To Cure Non-Compliance With Minimum Share Price Listing Standard

On January 15, 2025, the SEC approved, on an accelerated basis, a proposed rule change to amend Section 802.01C of the NYSE’s Listed Company Manual (Manual) to restrict the use of reverse stock splits to regain compliance with NYSE price criteria under specified circumstances.

» Learn More

Advisory Antitrust/Competition January 17, 2025

DOJ Sues Private Equity Firm for Purported HSR Reporting Violations

On January 14, 2025, the U.S. Department of Justice, Antitrust Division (DOJ) filed a civil complaint in the U.S. District Court for the Southern District of New York against KKR & Co. Inc. and its co-defendant investment advisors and funds (collectively, KKR) for purported violations of federal law governing certain mergers and acquisitions for at least 16 transactions from 2021 to 2022.

» Learn More

Advisory Aerospace, Defense & National Security November 13, 2024

Presidential Appointments and Senate Confirmations: A Guide for Prospective Trump Administration Political Appointees

This Advisory summarizes the process for presidential appointments, including the paperwork nominees must complete before appointment or nomination, the Senate confirmation process, and services that can be provided by outside counsel to facilitate the intrusive vetting process and avoid mistakes.

» Learn More

Advisory Legislative & Public Policy November 12, 2024

2024 Election Analysis & Outlook for the 119th Congress (pdf)

Our 2024 post-election analysis is designed to help you navigate the new political landscape created by the recent elections. Our analysis discusses how major policy issues and economic sectors will fare in the next four years under the new administration and the incoming Congress.

» Learn More

Advisory Antitrust/Competition October 14, 2024

Federal Trade Commission Issues Final HSR Rules

After more than a year, the Federal Trade Commission (FTC or the Commission) issued the revised Hart-Scott-Rodino (HSR) rules. The Commission first issued its draft rules on June 29, 2023. Those rules were roundly criticized as unduly burdensome, particularly for the vast majority of transactions that raise no concerns. The Final Rules will become effective 90 days after they are published in the Federal Register.

» Learn More

Advisory Commercial Litigation August 28, 2024

Open for Business: Texas Launches New Business Court and Court of Appeals

Last year, the Texas State Legislature created a new trial court — the Texas Business Court — and a new intermediate appellate court — the Fifteenth Court of Appeals. Both will begin operating on September 1, 2024, and are intended to create a statewide, specialized court system to adjudicate complex business disputes. Additionally, the Fifteenth Court will provide an exclusive, statewide track for appeals in many cases by or against the state, or involving challenges to the constitutionality or validity of state laws. Companies are weighing how these new courts impact litigation strategy, forum selection clauses for major contracts and transactions, and corporate governance decisions.

» Learn More

Advisory Corporate & Finance August 2, 2024

See Something, Say Something: DOJ Launches Corporate Whistleblower Awards Pilot Program

On August 1, 2024, the Department of Justice’s Criminal Division (DOJ) launched its highly anticipated whistleblower awards program. As we previously covered, Deputy Attorney General (DAG) Lisa Monaco unveiled the anticipated program this March at the ABA’s White Collar Crime Conference, after which DOJ commenced a “policy sprint” to develop the program’s bounds. The details have now arrived: a three-year pilot program, called the “Corporate Whistleblower Awards Pilot Program” (Pilot Program), that will compensate whistleblowers who provide original information to DOJ about certain types of corporate misconduct if that information leads to a successful forfeiture. According to DOJ, the Pilot Program fills gaps in existing whistleblower programs, including those maintained by other federal agencies, by addressing certain areas of corporate misconduct those programs do not cover. The Pilot Program goes into effect immediately.

» Learn More

Advisory Corporate & Finance July 18, 2024

SEC to Focus on Commercial Real Estate Exposure and Artificial Intelligence for Banks

On June 24, 2024, Eric Gerding, Director of the Division of Corporation Finance (the Division) of the U.S. Securities and Exchange Commission (SEC), published a statement regarding certain areas of focus within the Division’s Disclosure Review Program. While Director Gerding discussed areas applicable to all industries, his statement put banking registrants on alert regarding disclosures of risks related to their commercial real estate (CRE) exposure and the use of artificial intelligence (AI).

» Learn More

Publications and Presentations

Filters