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SEC Adopts Rules Enhancing Climate-Related Disclosures
By Kristen Baracy and Robert Loesch
Almost two years after proposing rules on climate-related disclosures on March 6, 2024, the Securities and Exchange Commission (“SEC”) adopted rules mandating specific climate-related disclosures by reporting companies in registration statements and annual reports on Form 10-K (“Final Rules”). The rules,…
Federal Court’s Finding that Corporate Transparency Act Is Unconstitutional Has Limited Effect
By Glenn Morrical, Grayson Sieg, and Kristen Baracy
The Corporate Transparency Act (“CTA”) requires non-exempt companies throughout the U.S. to file reports identifying their beneficial owners. On March 1, 2024, the U.S. District Court for the Northern District of Alabama declared the CTA unconstitutional because it exceeds the authority granted…
Hart-Scott-Rodino Filing Thresholds Jump Significantly in 2024
By Tod Northman
Effective March 6, 2024, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase by over $8 million. The thresholds determine whether companies are required to notify federal antitrust authorities before consummating a…
SEC Stays Disclosure Rules Related to Issuer Share Buybacks
By Robert Loesch, Glenn Morrical, and Kristen Baracy
On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October 31, 2023, the U.S. Court of Appeals for the…
SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices
By Glenn Morrical and Robert Loesch
The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment…
SEC Adopts Disclosure Rules Related to Issuer Share Buybacks
By Kristen Baracy, Robert Loesch, and Glenn Morrical
On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting release is available at the SEC’s website here.
As…
Failure Is Not an Option: Practical Advice for Directors Entrusted With Overseeing Corporations
By Jayne Juvan and Christopher Hewitt
In the seminal opinion Meinhard v. Salmon, future Supreme Court Justice Benjamin N. Cardozo wrote, “Joint adventurers, like copartners, owe to one another … the duty of the finest loyalty. … A trustee is held to something stricter than the morals of the marketplace.…
Bringing an End to Gamesmanship
By Jayne Juvan and Christopher Hewitt
Times of crisis bring out either the good in people or the bad in people.
Multiple times during the Panic of 1907, J.P. Morgan was called upon to help avert disaster. In one particularly noteworthy episode, Morgan summoned the presidents of the largest New…
Adapting to Disruption in M&A Deals in an Era of Volatility
By Christopher Hewitt and Jayne Juvan
As disruptive as the current M&A landscape has been, deal practitioners have seen and successfully navigated similar disturbances before. Doing so is never easy, however, especially during dark days like March 16, 2020, when the Dow Jones Industrial Average sharply dropped 2,997 points due…
Tucker Ellis represents Ampex Brands in its acquisition of Au Bon Pain from Panera Bread
Tucker Ellis represented Ampex Brands – a Yum! Brands Inc. and 7-Eleven franchisee with more than 400 Pizza Hut, KFC, Taco Bell, Long John Silver's and 7-Eleven locations – in its June 29 acquisition of bakery-café chain Au Bon Pain from Panera Bread.