Mayer Brown (LexBlog United States)

3138 results for Mayer Brown (LexBlog United States)

  • Offerings and Communication Reforms for BDCs and Closed-end Funds

    This article discusses the amendments adopted by the US Securities and Exchange Commission (“SEC”) in 2020 that modernize the offering related provisions of the Securities Act of 1933, as amended (“Securities Act”), and the communications safe harbors available to business development companies (“BDCs”) and closed-end funds (“CEFs”), including interval funds but excluding open-end funds, exchange-

  • Well-intentioned gesture or risk for the economy?

    Increases in minimum wage and marginal earnings threshold – well-intentioned gesture or risk for the economy? At the start of its legislative period, the new federal government set itself ambitious goals of reforming the labour market and the social system. One of the key points of the election campaign was that more justice and respect...

  • Southern District of New York Allows Challenge to Serta Simmons’ June 2020 Uptier Exchange Transaction to Proceed to Discovery

    Background In a recent opinion issued in LCM XXII Ltd. v. Serta Simmons Bedding, LLC, No. 21-CV-3987, 2022 WL 953109 (S.D.N.Y. Mar. 29, 2022), US District Judge Katherine Failla of the Southern District of New York denied defendant Serta Simmons Bedding, LLC’s (“Serta”) motion to dismiss an action challenging its June 2020 non-pro rata uptier...

  • What We’re Reading This Week [June 23, 2022]

    Reuters reports that the New Jersey bankruptcy judge overseeing the bankruptcy proceedings of Johnson & Johnson subsidiary LTL Management will allowing certain talc tort cases against Johnson & Johnson to proceed while LTL Management proceeds in bankruptcy. Specifically, Judge Michael Kaplan has stated that he may allow some of the 38,000 lawsuits against Johnson &...

  • SEC Rulemaking Agenda

    Yesterday, the SEC’s spring regulatory flexibility agenda was published (see: Agency Rule List – Spring 2022). The agenda is very ambitious and includes a wide range of items. Based on the agenda, which is indicative as to timing, proposed rules relating to human capital are slated for October 2022, while proposed rules relating to board...

  • CFPB to Rethink QMs Again

    Apparently time flies when you’re Director Chopra of the Consumer Financial Protection Bureau (“CFPB”). On June 17, Director Chopra issued a blog post titled “Rethinking the Approach to Regulations,” indicating that the agency will move toward “simpler and clearer rules” that are easy to understand and enforce. As part of that effort, the agency will...

  • New Compliance and Disclosure Interpretation Regulates Forward Contracts on Restricted Securities

    On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities. The new CD&I clarifies that forward contracts on restricted securities would not be considered “intended to be physically settled” under certain circumstances as discussed...

  • Law & Finance Professors Express Concerns About SEC’s Climate Change Disclosure Rules

    The US Securities and Exchange Commission (“SEC”) has come under increased scrutiny following its widely anticipated proposed rules that would require extensive reporting by public companies of climate change-related disclosures and related attestations. On April 25, 2022, a group of professors of law and finance submitted a comment letter raising questions concerning the proposed rules....

  • Climate Litigation: private actors increasingly becoming the targets of claims

    Climate-related litigation is increasingly being used as a tool to hold companies and governments to account over their contributions to climate change.  According to the Grantham Institute’s 2021 Global Trends in Climate Change Litigation Policy Report (the “Report”), the number of climate-related cases has more than doubled since 2015: between 1986 and 2014, approximately 800...

  • Comment Letters on Proposed Rules on SPACs

    On March 30, 2022, the US Securities and Exchange Commission (“Commission”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules,” see summary) addressing the treatment of initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”) and subsequent business combination transactions (“De-SPAC Transactions”) between SPACs and operating companies (

  • Supreme Court strikes down California rule barring individualized arbitration of California PAGA claims

    Yesterday, the Supreme Court held in Viking River Cruises, Inc. v. Moriana (pdf) that the Federal Arbitration Act preempts a California rule invalidating arbitration agreements that provide for arbitration of an employee’s own claims under California’s Private Attorney General Act (PAGA), but waive the employee’s ability to assert PAGA claims affecting others. The decision is...

  • Critical Form I-9 Compliance Risks as DHS Changes Work Authorization Rules

    Employers are responsible for verifying the identity and employment authorization of newly hired employees. The Form I-9 (Employment Eligibility Verification) is critical to any employer’s onboarding process for new hires, but ongoing Form I-9 maintenance is equally important with respect to existing employees who need to renew their work authorization documents with the Department of...

  • The Date Is Set: California DFPI Adopts Final Commercial Financing Disclosure Rules and Announces Effective Date

    After an almost two-year regulatory process, the California Department of Financial Protection and Innovation (DFPI) adopted final administrative regulations to implement the state’s 2018 commercial financing disclosure law. Most importantly, the final rules come with a long-awaited effective date: December 9, 2022. The effective date honors prior DFPI statements that a six-month window for...

  • Turning the Screw: Penalties in Transfer Pricing Disputes

    In 2018, the IRS reminded exam teams to perform a “diligent penalty analysis” in every transfer pricing case. Since then, we have observed that the agency is increasingly willing to impose penalties, even where reasonable minds differ as to the appropriate transfer pricing. Penalties are often raised late (at the very end of an audit or even...

  • What’s the Deal? The Compendium. (2022 Update)

    Well, What’s the Deal? We updated our popular series and published a new compendium. It includes brief discussions in plain English on popular financing methodologies, securities law issues, and practice pointers. With over 170 pages of content, the compendium is available online now to print. See also the tab on the left. Request your paperback...

  • CDC Rescinds COVID Testing Requirement for Travel to the US

    On June 10, 2022, the Centers for Disease Control and Prevention (CDC) announced the rescission of the Order titled “Requirement for Negative Pre-Departure COVID-19 Test Result or Documentation of Recovery from COVID-19 for All Airline or Other Aircraft Passengers Arriving in the United States from any Foreign Country.” This rescission takes effect for flights departing...

  • The CFTC’s Climate Change Initiative Takes Tentative Step Forward

    On June 2, 2022, the US Commodity Futures Trading Commission (“CFTC”) released a request for information on how climate-related financial risk is related to the derivatives markets and underlying commodities markets (the “RFI”). The RFI is intended to inform the CFTC’s next steps in this rapidly developing area and respond to the 2021 Report on Climate-Related...

  • European Commission’s Q&A on the New Standard Contractual Clauses

    On 25 May 2022, the European Commission published Questions and Answers for the New  Standard Contractual Clauses to provide practical guidance on the use of standard contractual clauses (SCCs) and help organisations with their General Data Protection Regulation (GDPR) compliance efforts. The Commission confirmed that the Q&A document will be regularly updated. Continue reading.

  • LIBOR Phase Out – Tax Implications in the Context of Related-Party Loans

    As market participants evaluate their loan portfolios and implement strategies to transition away from the London Interbank Offered Rate (“LIBOR”), they must address not only third-party loans, but related-party loans as well. Background LIBOR is a global interest rate benchmark index based on the average of interbank offered rate quotes for deposits of various currencies...

  • Carbon Capture, Utilization, and Storage: Class VI Wells and US State Primacy

    A number of my Mayer Brown colleagues drafted this Legal Update that provides an overview of the Class VI permit application, the status of current and pending Class VI applications, and the status of state primacy for UIC programs.

  • LIBOR Phase Out – Tax Implications in the Context of Related-Party Loans

    As market participants evaluate their loan portfolios and implement strategies to transition away from the London Interbank Offered Rate (“LIBOR”), they must address not only third-party loans, but related-party loans as well. Background LIBOR is a global interest rate benchmark index based on the average of interbank offered rate quotes for deposits of various currencies...

  • SEC Reopens Clawback Comment Period…Again

    On June 8, 2022, the US Securities and Exchange Commission (“SEC”) issued a release (“New Reopening Release“), reopening the comment period on the clawback listing standard rules that it proposed in 2015 (“2015 Proposal“). At the same time, the SEC made available a memorandum prepared by the staff of the SEC’s Division of Economic and...

  • Market Updates on Late Stage Private Placements

    June 16, 2022 Webinar1:00pm – 2:00pm EDTRegister here. Late stage private placements with institutional investors, crossover investors, corporate venture capital (CVC) funds, and strategic investors raise a number of considerations distinct from those arising in earlier stage and venture financing transactions. Privately held companies have been more comfortable sponsoring liquidity programs for...

  • BIS Revises Export Controls on Cybersecurity Items Used for Malicious Cyber Activity

    On May 26, 2022, the US Department of Commerce’s Bureau of Industry and Security (“BIS”) published a final rule revising the restrictions on the export, reexport and transfer (in-country) of certain “cybersecurity items” used for malicious cyber activities (“final rule”). Effective immediately upon publication, the final rule amends the October 21, 2021, interim final rule...

  • Enforcing non-compete clauses: the importance of delay and the balance of convenience

    In this episode, Chris Fisher looks at the recent Court of Appeal decision in Planon v Gilligan, where the employer was refused an injunction to enforce a non-compete clause because of the loss of income that the employee would have suffered and the two month delay before the employer issued its proceedings. https://www.mayerbrown.com/en/perspectives-events/podcasts/uk-employment-law

  • Climate Litigation and the Brazilian Supreme Court: A Follow-Up on the “Green Agenda” and the Trial Sessions That Took Place in April and May

    In a previous blog post that can be read here, we provided an overview on how – for the first time – the Brazilian Supreme Court had trial sessions scheduled in connection with several climate litigation cases, starting on 30 March 2022, covering ADIs (Ação Direta de Inconstitucionalidade), ADOs (Ação Direta de Inconstitucionalidade por Omissão)...

  • SEC Updated Electronic Filing Requirements

    On June 3, 2022, the US Securities and Exchange Commission (SEC) updated electronic filing requirements, making it mandatory to submit certain documents to the SEC electronically via EDGAR.  Among other documents, this new requirement will apply to Form 144 and to “glossy” annual reports to security holders.  The amendments will also require the use of...

  • What’s the Deal? – Foreign Private Issuers

    As the US capital markets are among the most liquid in the world, many foreign companies opt to go public in the United States. However, becoming a public company in the United States can be expensive and time-consuming. Registering as a foreign private issuer (“FPI”) allows foreign companies to access the US capital markets while...

  • What We’re Reading This Week [June 3, 2022]

    Law 360 reports that a ruling by the Chancery Court of Delaware has left the chapter 11 bankruptcy sale of cosmetics company, Stila Styles LLC, at a standstill based on a dispute over the authority of a manger appointed in Stila’s bankruptcy proceedings. The Court found that, as a matter of contract, the company’s 2017...

  • Third-Party Releases in Mahwah Bergen’s Chapter 11 Plan Held to Be Unenforceable

    Mayer Brown partners Tyler R. Ferguson, Aaron Gavant, and Sean T. Scott and associate Samuel R. Rabuck recently published an article for Mayer Brown’s Perspectives & Events portal on the January 13, 2022, decision in which Judge David Novak of the US District Court for the Eastern District of Virginia vacated the bankruptcy court’s order...

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