New Insolvency Practice Directions
Introduction - On 26 June 2020, the Corporate Insolvency and Governance Act 2020 (“CIGA”) came into force. CIGA is intended to relieve some pressure on businesses operating during the COVID-19...
View ArticleNavigating the Atlantic with Personal Data
Executive summary - In a repeat move echoing the previous invalidation of the “Safe Harbor”, on 16th July 2020 the Court of Justice of the European Union (“CJEU”) invalidated the “Privacy Shield”,...
View ArticleCOVID-19 and Foreign Investments in France: Strengthening of the Control
In the context of the COVID-19 crisis, the French government introduced some new rules to strengthen France's control over foreign investments: •through a Decree (décret) and an Order (arrêté) dated...
View ArticleProtecting Employees From COVID-19 Without Violating Their Privacy Rights
A common response to widespread disease has always been to avoid contact with others until the disease runs its course. Many states adopted that approach to combat the COVID-19 outbreak by...
View ArticleThe UK Supreme Court Seeks to Clarify the Reflective Loss Principle (or Whose...
What is the reflective loss principle? • The English law principle of reflective loss traditionally held that when a company suffered loss as a consequence of the actions of a third party, the loss...
View ArticleSenate Report Exposes the U.S. Art Market as a Hotbed for Money-Laundering...
A congressional report released on July 29, 2020, by the Senate’s Permanent Subcommittee on Investigations, exposes how Russian oligarchs looking to evade U.S. sanctions are able to exploit loopholes...
View ArticleBusiness Interruption Insurance – A UK Update
For many UK businesses with business interruption (“BI”) insurance policies, a high priority this autumn was keeping up with a rapidly changing regime of coronavirus-related restrictions – changes...
View Article“Good Corporate Hygiene” and the Regulation of Insider Stock Transactions
In a speech before the Economic Club of New York on November 19, 2020, outgoing SEC Chair Jay Clayton urged companies to adopt “good corporate hygiene” measures regulating insider trading and equity...
View ArticleUK and EU Strike Brexit Trade Deal
A trade and partnership agreement has just been reached between the European Union and the United Kingdom. The agreement avoids the possibility of a ‘chaotic Brexit’ but falls well short of ensuring...
View ArticlePulling Back the Curtain: Congress Establishes a Beneficial Ownership...
On January 1, 2021, Congress overrode President Trump’s veto, passing into law the annual National Defense Authorization Act for Fiscal Year 2021 (“NDAA”).
View ArticleFirm Chat Application Policy: The Consequences of the UK FCA’s 2020...
The need for tighter control on employees’ use of chat applications when conducting or discussing company business. What we learned from the FCA’s 2020 Vishnyak prosecution and the FCA’s reminder...
View ArticleBrexit and Financial Services
Summary - Although a detailed Brexit agreement has been reached between the UK and the EU on trade in goods and certain services, further work remains on the treatment of financial services. The EU...
View ArticleNewsletter sociale - Janvier 2021
Chers clients, chers confrères, chers amis, nous profitons de notre première Newsletter de l’année pour vous présenter nos meilleurs vœux pour cette nouvelle année qui s’annonce encore un peu...
View ArticleAnti-Money Laundering Act of 2020 Significantly Expands Reach of Subpoenas of...
Non-U.S. banks that maintain correspondent accounts in the United States face the prospect of significantly broader subpoenas from the Department of Justice (“DOJ”) and the Department of Treasury...
View ArticleSettling Section 16(b) Short Swing Claims: Who Gets a Seat at the Table?
In an opinion this month in Revive Investing LLC v. FBC Holdings S.A.R.L., Magistrate Judge Gorenstein of the Southern District of New York recommended the grant of summary judgment to the defendant...
View ArticleCongress Votes on Federal Oversight for Antiquities and Heightened Scrutiny...
On January 1, 2021, the Senate and the House of Representatives voted to override President Trump’s veto of the National Defense Authorization Act (NDAA) of 2021. The NDAA introduces legislation that...
View ArticleA New Approach to Causation? The UK’s Supreme Court Hands Down Judgment in...
On 15 January 2021, the Supreme Court handed down its hotly-anticipated judgment in the business interruption insurance test case (FCA v Arch and others [2021] UKSC 1). Hailed as a further “victory”...
View ArticleSecond Chances? What the Neil Woodford Matter Tells Us about the FCA Fit &...
Introduction - On 14 February 2021, Neil Woodford (a high-profile investment manager in the UK) announced his intention to launch a new fund management firm operated out of the UK and Jersey....
View ArticleBrexit Means Brexit: No Agreement on Financial Services Equivalence
Summary - Both the unsettled Financial Services regulation and the Northern Ireland border issues have revealed that neither the European Union nor the United Kingdom appears interested in improving...
View ArticleA Guide to Continuation Funds
Originally published on the-drawdown.com. When structured successfully, a fund continuation transaction can create benefits for all relevant parties. For GPs, the benefits in doing so are fairly...
View ArticleEuropean SPACs – Following in America’s Footsteps?
Introduction – what are SPACs? A Special Purpose Acquisition Company, or ‘SPAC,’ is a company created with cash only for the purpose of acquiring one or more businesses (the UK ‘blank-check company’...
View ArticleThe Growth of SPAC-Related Litigation
The explosive growth of SPACs (“special purpose acquisition companies”) as a mechanism for taking private companies public is leading to a similar increase in SPAC-related lawsuits. As both trends...
View ArticleUK SPAC Update – FCA Final Rules Published
On the 27th of July this year, the UK Financial Conduct Authority (the “FCA”) published a policy statement setting out its final rules and changes to its listing rules for certain special purpose...
View ArticleCorporate Bankruptcy Insolvency Litigation
The corporate bankruptcy & insolvency litigation landscape has drastically changed as a result of COVID-19. With government relief packages winding down, the financial impact of the pandemic will...
View Article[Webinar] Preparing an International Legislative Strategy - September 28th,...
Earlier this summer, the Group of Seven (G7) held their annual summit to coordinate global policy and devise a plan to help the world build back better from COVID-19. The G7 discussed several...
View ArticleNon-Financial Misconduct reassessed in light of Frensham v The Financial...
Introduction - The UK Financial Conduct Authority (the “FCA”) issued a prohibition order against Mr Frensham based on his conviction for an offence which did not involve financial fraud or dishonesty...
View ArticleIncreased Scrutiny for the Crypto Industry: DOJ Creates a Special Enforcement...
The cryptocurrency industry should brace itself for increased scrutiny from the DOJ and other enforcement agencies. The DOJ recently announced the creation of a National Cryptocurrency Enforcement...
View ArticleSEC Proposes to Amend Beneficial Ownership Reporting Requirements
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies. As recommended by...
View ArticleThe Economic Crime Act: What will Change for Managers of Offshore Structures
In the early hours of 15 March 2022, the Economic Crime (Transparency and Enforcement) Act (the “Act”) came into force. The rapid passage of the Act through the UK Parliament, after years of delays,...
View ArticleCOVID, Crypto, and Kleptocrats: Current Justice Department Enforcement...
The Department of Justice (DOJ) has recently signaled a renewed focus on enforcement, and its priorities are being driven by world events. In the past few months, the DOJ has announced new task forces...
View ArticleA New Angle on Banks’ Duties to Customers in Fraud Cases: Philipp v Barclays
What is the scope of banks’ duties to customers in executing their customers’ instructions? In particular, what are banks’ duties if the instruction is the instrument of fraud? Earlier this month, the...
View ArticlePost-Brexit UK: Open for (Crypto) Business?
The UK’s HM Treasury published its response to last year’s consultation on the UK regulatory approach to cryptoassets, stablecoins, and distributed ledger technology (“DLT”) in financial markets on...
View ArticleSEC Chairman Gensler’s New Speech on Exchanges, Stablecoins and Tokens...
On April 4, 2021, SEC Chairman Gary Gensler gave a new speech on crypto-related issues at the University of Pennsylvania Law School. The speech focused on three main topics: (1) crypto exchanges and...
View ArticleTrial Setbacks Are Unlikely to Deter the Antitrust Division from Aggressively...
Last week, the Department of Justice Antitrust Division suffered two trial setbacks in its efforts to bring cases involving alleged anticompetitive conduct in labor markets. Despite these losses, we...
View ArticleNew York Assembly Passes Anti-Mining Bill
On April 26, 2022, the New York Assembly passed a bill that would place a two-year moratorium on certain cryptocurrency mining operations that use proof-of-work authentication (POW) methods to...
View ArticleNot Your Keys…Still Your Crypto?
Underwood v. Coinbase Global, Inc., et al., a closely-followed putative class action in the Southern District of New York, alleges that Coinbase, a secure online platform for buying, selling,...
View ArticleFTC Consent Decrees Underscore Skepticism and Scrutiny of Private Equity Firms
Twice in the past month, the Federal Trade Commission unanimously announced consent decrees that allow recent private equity-sponsored deals to close with some divestitures but also impose prior...
View ArticleSanctions Enforcement in England & Wales
On 8 June 2022, and to coincide with the introduction of amendments to the Economic Crime (Transparency and Enforcement) Act 2022 (“the Economic Crime Act”), the UK’s Office of Financial Sanctions...
View ArticleDOJ Revisions to Corporate Criminal Enforcement Policies Are a Potential Sea...
Two weeks ago, the U.S. Department of Justice (“DOJ”) announced broad changes to its policies on corporate criminal enforcement. The changes were outlined in a memorandum entitled Further Revisions to...
View ArticleThe New SEC Pay-for-Performance Rules Require A Thoughtful Approach
Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 directs the SEC to adopt rules requiring public companies to provide disclosure of executive pay as compared to...
View ArticleFTC and DOJ Signal Increased Scrutiny of Private Equity Firms
The United States antitrust agencies continue to increase the pressure on private equity firms. The Federal Trade Commission (“FTC”) has amplified its position that rollups will get much harder looks,...
View ArticleThe UK’s Insolvency Service Reports on Recent Director Disqualification...
Introduction - On 18 April 2023, the UK’s Insolvency Service (“TIS”) published statistics on its enforcement activities and outcomes during the last financial year (the “Report”). The Report describes...
View ArticleFailure to Prevent Fraud: Cohen & Gresser Assesses the Consequences of...
What is happening? The Economic Crime and Corporate Transparency Bill (the “Bill”) is currently going through the UK Parliament. On 11 April 2023, the Government introduced a draft amendment that will...
View ArticleEnquête interne anticorruption et coopération judiciaire
L’Agence française anticorruption (AFA) et le Parquet national financier (PNF) ont publié conjointement en mars 2023 un guide pratique visant à apporter aux entreprises un éclairage sur l’objet et la...
View ArticleCourts Remain Uncertain on How to Apply the New Due Diligence Requirement for...
The Bankruptcy Code and its predecessor statutes have long permitted bankruptcy trustees (or their equivalents) to claw back preferences, which involve transfers made on preexisting debts within 90...
View ArticleFTC Proposes Enhanced Information in HSR Filing Requirements
On June 27, 2023, the Federal Trade Commission (“FTC”) announced that it is proposing changes to the premerger notification rules that implement the Hart-Scott-Rodino (“HSR”) Act and to the HSR form...
View ArticleStoner Cats: Another Example of the SEC Targeting NFTs
On September 13, the U.S. Securities and Exchange Commission settled enforcement proceedings against the maker of the Stoner Cats web series arising from its sale of non-fungible tokens (NFTs),...
View ArticleFederal Trade Commission and Department of Justice Issue New Merger Guidelines
Last month, the Department of Justice Antitrust Division (“DOJ”) and the Federal Trade Commission (“FTC”) (collectively, the “Agencies”) released the 2023 Merger Guidelines (the “Guidelines”). The...
View ArticleThe SEC Adopts New Rules for SPACs
On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules governing initial public offerings (“IPOs”) of special purpose acquisition companies (“SPACs”) and subsequent...
View ArticleUK Options for Whistleblower Financial Incentive Programmes in Economic Crime...
On 13th February 2024, in a wide-ranging speech, the Director of the UK Serious Fraud Office (SFO), Nick Ephgrave, publicly stated his provisional support for financial incentives to whistleblowers in...
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