Resource Listings

ESG has become a mainstream concern across companies, industries, and markets throughout the world. More than ever, companies’ ability to manage ESG risks and take advantage of new market opportunities can help them drive value for their stakeholders.

Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing the target company’s defenses and vulnerabilities, and making initial contacts with the target company. Therefore, target companies should focus on early vigilance and advance preparation.

This cross-border checklist highlights distinctive legal, business and regulatory issues when doing a deal in Canada.

Changing your governance strategy is hard, let alone adjusting it in the middle of a global pandemic. In this article, in-house counsel will learn how to navigate virtual board meetings and the legal context in which to analyze their governance plans. This article was originally published in May 2020.

Section 162(m) of the US Internal Revenue Code (the Code) as amended by the Tax Cuts and Jobs Act (TCJA) denies a tax deduction for compensation of more than US$1 million paid to certain executive officers of a publicly traded corporation (covered employees). This Client Alert examines the 10 key takeaways from the proposed regulations.

When do you need acquired business financial disclosures in a prospectus under the SEC's amended rules?

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.

This User’s Guide is designed to provide a roadmap to help navigate the financial statement requirements of the US federal securities laws. We focus principally on the requirements for new registration statements in public offerings by “foreign private issuers” (a term that covers most non-US issuers other than foreign governments), including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market.

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward.

This User’s Guide is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements for new registration statements in public offerings, including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market, as well as the special rules applicable to “foreign private issuers.”

Environmental, social and governance (ESG) matters are of high importance during the pandemic. In this article, in-house counsel can learn more about how to spotlight these initiatives and shift these issue from a "compliance" issue to a "commercial issue" within their companies.

In this article, in-house counsel will learn how, in some situations, combining the role of the General Counsel and Company Secretary is beneficial for your team, the board and your
company.
This article appears in the Australian Corporate Lawyer, Volume 30, Issue 1 - Autumn 2020

The Covid-19 pandemic is not only a major public health crisis, but the kick-start of an irreversible change in the global economic order. In this article, learn how other in-house counsel, executives, and business people rethink responsible investment and implement consistent policies for good environmental, social, and corporate governance practices (known by the acronym ESG - Environmental, Social, and Governance) have been showing great competitive advantage over others.

Regardless of whether you are new to the practice or just new to an in-house role, this article provides a general overview of the practice of United States (US) securities law from a public company in-house counsel perspective. It encourages in-house counsel to expand their knowledge of the federal securities laws and the areas that are integral to the practice – including governance and compliance.

The enforcement actions provide early clues on how the SEC’s “risk-based data analytics” may flag public companies for investigation.

Followers of the financial press will not have failed to note the prominence of Environmental, Social, and Governance (ESG) developments in recent years, whether through regulatory proposals, statements from asset managers concerning ESG, or industry/sector changes. As such, much has been written about the movement away from a shareholder economy toward a stakeholder economy, and the need to “build back better” as part of COVID-19 economic renewal packages.

Over the past couple of years Egypt has witnessed rapid legislative developments and a reformative wave in the spheres of cyberspace, information technology and regulation of internet activities. This new Data Protection law specifically focuses on safeguarding the personal data of individuals, which are being stored, processed or controlled electronically through online platforms.

This User’s Guide is designed to provide a roadmap to help navigate the financial statement requirements of the federal securities laws. We focus principally on the requirements for new registration statements in public offerings, including initial public offerings by emerging growth companies (EGCs) under the JOBS Act.1 We also summarize briefly the practices in the Rule 144A market, as well as the special rules applicable to “foreign private issuers.”

On March 4, 2021, the US Securities and Exchange Commission (SEC) announced the creation of a Climate and ESG Task Force in the Division of Enforcement. According to the SEC, the Task Force will develop initiatives to proactively identify ESG-related misconduct in the form of gaps or misstatements of issuer disclosure by means of the Division’s resources, including the collection of tips and whistleblower complaints and the use of data mining and analysis. The Division of Enforcement’s new Climate and ESG Task Force will use data analysis to mine and evaluate registrant information for possible violations.

The focus on culture has become more acute during the COVID-19 pandemic, as investors and consumers observe and judge companies based on their navigation of the crisis, particularly treatment of employees and wider societal stakeholders. In our view, the global regulatory direction of travel is clear. Companies and investors planning an exit must consider the impact that poor corporate culture may have on their potential to achieve an exit, in particular an IPO, and to prosper as a company in the longer term.

Companies defined as “foreign private issuers” enjoy a number of important advantages under special SEC rules and accommodations.

In passing the Ban on Non-Compete Agreements Amendment Act of 2020, Washington, D.C., joins California and a handful of other states in prohibiting virtually all non-competes.

Under the new stimulus law, employers must make available temporary COBRA premium subsidies and special COBRA enrollment rights to eligible individuals. Employers are entitled to a refundable payroll tax credit for the amount of the subsidies.