S&c Critical Insights

In this episode of S&C’s Critical Insights, Jay Clayton and Cathy Clarkin provide an overview of the SEC’s highly anticipated climate-related rule proposals. The newly announced rules would require an expansion to both the breadth and the specificity of climate-related disclosures for both U.S. public companies and foreign private issuers. Jay additionally provides his assessment of the proposed rules, which are a significant departure from the SEC’s traditional materiality-based framework of disclosure and represent a move toward a more prescriptive climate-related disclosure regime.

In this episode of S&C’s Critical Insights, Michelle Chen and June Hu discuss the SEC’s new climate disclosure proposal and its implications for financial institutions.    On March 21, the SEC released a comprehensive proposal to mandate climate-related disclosures in SEC reporting companies’ annual reports and registration statements. Michelle and June discuss aspects of the proposed rules that will likely have particular implications for financial institutions, especially in light of the increasing focus from financial regulators on climate-related financial risks, as well as financial institutions’ other obligations that may affect their overall climate strategy.    Click here to read S&C’s memo on the proposed rules and key implications for financial institutions.   To watch S&C’s webinar on the SEC’s proposed rules and read additional S&C publications on this topic, click here.   Visit us at www.sullcrom.com

On this episode of S&C’s Critical Insights, Stewart Robertson and Andrew Finn discuss the rapidly emerging expropriation and asset seizure risks to foreign companies operating in Russia and around the world.    In response to Russia’s invasion of Ukraine, many multinational companies have announced plans to suspend or otherwise scale back their operations in Russia. Russia’s Parliament is currently considering laws that would allow its government to seize assets of those companies or put them under temporary government management.   Stewart and Andrew explore the practical steps companies can take and consider in preparing for this type of possible action. Visit us at www.Sullcrom.com

In this episode of S&C’s Critical Insights, Katy McArthur and Tony Lewis discuss guidance from the U.S. Office of Foreign Assets Control (OFAC) on complying with U.S. sanctions in connection with virtual assets. The podcast explores the application of OFAC guidance for U.S. and non-U.S. companies and individuals who participate in the virtual currency industry, as well as recent commentary by other U.S. authorities regarding potential “red flags” for the use of virtual currency by those who may be affiliated with sanctioned Russian or Belarusian entities, especially when those entities or agents of those entities may be attempting to evade sanctions.

Mehdi Ansari, co-head of S&C’s Intellectual Property & Technology Transactions Group, introduces the core components of publicity rights, which have become a prominent element in the sports, media, entertainment and consumer products industries.    To learn more about this topic, listen to Mehdi’s full webinar, “Emerging Trends in Publicity Rights.” Mehdi builds on his introduction with an in-depth discussion on topics including post-mortem publicity rights, morals clauses, bankruptcy considerations, international enforcement, and other issues that will affect the future of publicity rights.

In this episode of S&C’s Critical Insights, Steve Peikin, Jeff Scott and Julia Malkina discuss recent trends in private securities litigation. Steve is the head of the Firm’s Securities & Commodities Investigations & Enforcement Practice and former co-director of the SEC’s Enforcement Division. Jeff and Julia are co-leads of the Firm’s Securities Litigation Practice. The podcast explores numerical trends in securities litigation filings during 2021, the Supreme Court’s decision in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System, state court proceedings post-Cyan, and other developments.

In this episode of S&C’s Critical Insights, Steve Peikin, Jeff Scott and Julia Malkina discuss developments in the SEC’s enforcement priorities. Steve is the head of the Firm’s Securities & Commodities Investigations & Enforcement Practice and former co-director of the SEC’s Division of Enforcement. Jeff and Julia are co-leads of the Firm’s Securities Litigation Practice. They offer practical guidance for handling of enforcement investigations in light of the new presidential administration and recent enforcement trends.   Visit us at www.Sullcrom.com

In this episode of S&C’s Critical Insights, Ryan Logan and Daniel Stern discuss privacy considerations that arise when engaging vendors involved in preventing and responding to data breaches. Ryan and Daniel describe the life cycle of an incident, including pre-incident planning, following privacy principles during a breach response and addressing the return or destruction of data at the end of the engagement.   Visit us at www.SullCrom.com

In this episode of S&C’s Critical Insights, Melissa Sawyer and Lauren Boehmke analyze trends in shareholder activism from the past year. They explore several key themes, including the increase in public activism during the 2021 proxy season, ESG as a primary activism campaign objective, a rise in settlement agreements, and recent regulatory developments. They also highlight a few trends that are likely to shape this area in 2022 and beyond.   For more information about this topic, read S&C’s memo on the Review and Analysis of 2021 U.S. Shareholder Activism and Activist Settlement Agreements.

In this episode of S&C’s Critical Insights, Senior M&A Partner Frank Aquila and Global Head of M&A Melissa Sawyer look back on global M&A activity during 2021 and discuss deal making expectations in 2022. Frank and Melissa explore the factors that made 2021 a historic year for M&A deal making—including the SPAC phenomenon, the splitting of major conglomerates, the rise of ESG as a catalyst for deals and the recovery from the pandemic-induced downturn. They further examine how these trends will continue to develop in the new year.   Visit us at www.Sullcrom.com

In this episode of S&C’s Critical Insights, John Savva and Sarah Payne discuss non-GAAP financial measures, numerical measures of a company’s financial performance, and financial position or cash flows that are not determined under GAAP. Sarah and John also explore the SEC’s requirements applicable to non-GAAP financial measures, some key areas to focus on in the presentation of these financial measures and the importance of complying with the various requirements that apply to non-GAAP financial measures.

In this episode of S&C’s Critical Insights, Andy Dietderich and Melissa Sawyer discuss how their disciplines of M&A, corporate governance and restructuring combine to protect public company directors during a liquidity crisis. They explore director duties in what used to be called the “Zone of Insolvency,” with a focus on current Delaware law. They also discuss hypothetical situations in which directors might find themselves while steering a distressed company through a storm.

In this episode of S&C’s Critical Insights, Vanessa Blackmore, Ben Perry and Kirsten Rodger discuss whether Brexit has changed thinking about which law should govern a contract, and which courts should have jurisdiction over disputes. They explore why English governing law remains just as valid a choice as it did before Brexit and why the English courts continue to be well placed to handle disputes that arise. Visit us at Sullcrom.com

In this episode of S&C’s Critical Insights, Sarah Payne and Cathy Clarkin discuss the latest developments relating to 10b5-1 trading plans. They explore several proposed reforms by the SEC, which include a cooling off period between entering a newly adopted or modified plan and making an initial trade, a prohibition on overlapping plans and mandatory disclosure requirements. They also discuss considerations relating to current plans given the prospect of these pending rules. Please visit us @ Sullcrom.com

In this episode of S&C’s Critical Insights, Sarah Payne, managing partner of S&C’s Palo Alto office, and M&A partner Matt Goodman are joined by Davis Wang, co-head of the Firm’s Tax Group, and Bachir Karam, a partner in the Firm’s Estates & Personal Group, to discuss proposed tax changes under the Build Back Better Act. The Build Back Better Act passed in the House on November 19 and is now before the Senate. The partners discuss how proposed tax changes in the bill might have significant impacts on founders, companies and venture capital firms in Silicon Valley. Visit us at SullCrom.com

In this episode of S&C’s Critical Insights, Sarah Payne and John Savva explore director onboarding, a process that may need to be refreshed in light of increased board turnover and expansion as companies seek to increase board diversity, as well as the increase in newly public companies.  John and Sarah discuss four areas in particular that should be reviewed and updated:  roles of directors, fiduciary duties, communications and risk oversight.  Visit us at SullCrom.com

In this episode of S&C’s Critical Insights, Tony Lewis and Kamil Shields discuss two Department of Justice announcements—the launch of a Civil Cyber-Fraud Initiative and the creation of a National Cryptocurrency Enforcement Team. They also explore how these measures, alongside a series of recent high-profile cybercrime incidents and enforcement actions, fit into the DOJ’s comprehensive cyber strategy following the issuance of recent DOJ policy related to cryptocurrency enforcement and President Biden’s executive order to strengthen the nation’s cybersecurity infrastructure.

In this episode of S&C’s Critical Insights, John Savva and Sarah Payne discuss cheap stock, a significant factor in many initial public offerings. They explore how the issue arises in the context of an IPO, the types of cheap stock comments typically issued by the SEC, and how a company might navigate these comments.  They also discuss steps to take to reduce the likelihood of a cheap stock issue.   Visit us at Sullcrom.com

Marc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, continue their discussion of shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in governance proposals, which went to a vote more often than any other category of proposal this year despite a decline in prevalence.  

 Marc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, discuss prevalent shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in social and political proposals, including proposals related to human rights, racial justice, and employee-related diversity, equity and inclusion. Click here to learn more about S&C’s 2021 Proxy Season Review and watch our recent webinar.