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Insights on M&A, litigation, and corporate governance in the US.

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SEC Issues Interpretive Guidance on Tender Offers

The Staff of SEC’s Division of Corporation Finance (the “Staff”) recently issued a series of Compliance and Disclosure Interpretations (“C&DIs”) related to tender offers, that provide useful guidance ...

Author(s): Jeremy Barr, Michael Lam

  • corporate
  • corporate governance
  • finance
  • m&a

In the Aftermath of Recent Bank Closures, What Can My Company Do to Mitigate Future Risk?

On the heels of the closures of Silicon Valley Bank on March 10 and Signature Bank on March 12, 2023, many depositors are breathing a sigh of relief. By the end of the fraught weekend, the Federal Dep...

Author(s): Pamela Marcogliese, Shira Oyserman, Jerome Ranawake, Brian Rance, Sarah Solum

When Do We Say What On Pay?

It’s that time again. For companies that are required to hold advisory shareholder “say-on-pay” votes on their executive compensation, SEC rules impose another easy-to-forget requirement: the “say-on-...

Author(s): Pamela Marcogliese, Elizabeth Bieber, Daniel Fox, Zhanqi Xu

  • capital markets and securities
  • corporate
  • corporate governance
  • m&a
  • executive compensation

The new high seas treaty: part 1 – what does it provide?

In the late hours of March 4, 2023, United Nations member States reached a historic deal on the text...

Author(s): Will Thomas, Lee Rovinescu, Anika Havaldar, Charlotte Verdon

  • biodiversity
  • environment
  • global

Protecting Assets and Guarding Against Counterparty Risk

Below are a number of actions[1] that your company may wish to consider to better protect its assets in the event of insolvency of a bank or other financial institution, including (1) maintaining asse...

Author(s): Brian Rance, Jerome Ranawake

  • capital markets and securities
  • finance
  • venture capital
  • financial institutions
  • corporate

You’ve been warned – FTC’s first merger closing statement in over three years sends a reminder to companies that antitrust is only one consideration

In a rare move on February 27, 2023, the Federal Trade Commission (FTC) issued its first statement akin to a closing statement since 2019. The FTC’s statement was, however, lukewarm. Its focus was war...

Author(s): Christine Lyon, Jamillia Ferris, Meghan Rissmiller, Rod Carlton, Daniel Wylde, Rikki Haria

  • antitrust and competition
  • m&a

Recent Legal Developments Relating to Compensation Clawbacks

Executive Summary Executive clawbacks have been the subject of significant recent rule- and policy-making activity, by the U.S. Securities and Exchange Commission (the SEC), the stock exchanges, and t...

Author(s): Lori Goodman, Nicole Foster, Brandon Gantus, Jennifer Loeb, Sonia Bennett

  • sec
  • nyse
  • nasdaq
  • executive compensation
  • capital markets and securities

Bridging Valuation Gaps in Public M&A in the Pharma, Biotech, and Other Life Sciences Industries

Acquisitions of public companies in pharma, biotech, and other life sciences industries are increasingly using deal structures designed to bridge valuation gaps between buyers and target companies. Ev...

Author(s): Jenny Hochenberg, Adam Golden

  • pharma
  • biotech
  • life sciences
  • corporate
  • corporate governance
  • m&a

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