What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market, the tightening of the regulatory...more
China passed its new Data Security Law ("DSL") in June 2021 and its new Personal Information Protection Law ("PIPL") in August 2021. Both new laws impact every business operating in or doing business with China, coupling...more
2/3/2022
/ Acquisition Agreements ,
China ,
Corporate Sales Transactions ,
Data Processors ,
Data Security ,
Foreign Investment ,
Indemnity Agreements ,
International Data Transfers ,
Merger Agreements ,
Personal Information ,
Personal Information Protection Law (PIPL) ,
Private Equity ,
Private Equity Funds ,
Subsidiaries
Since early 2021, Congress has been working on legislation that would alter the U.S. tax laws and potentially have a significant impact on M&A and private equity transactions....more
IPOs for special purpose acquisition companies ("SPACs") got off to a blistering start in 2021, with more IPOs closing in the first quarter than in all of 2020 (which had been the most active year for SPAC IPOs in history)....more
As global M&A activity reached record highs this year, so too did the market's appetite for carve-out transactions. A carve-out transaction is the sale of a subsidiary, division, or other part of a larger business enterprise....more
On November 15, 2021, President Biden signed into law a long-awaited $1.2 trillion bipartisan infrastructure bill titled the Infrastructure Investment and Jobs Act ("IIJA"). The IIJA is touted as a first step in fixing the...more
2/2/2022
/ Biden Administration ,
Federal Funding ,
Infrastructure ,
Infrastructure Financing ,
Infrastructure Investment and Jobs Act (IIJA) ,
Investment ,
Public Private Partnerships (P3s) ,
Public Projects ,
Public Transit ,
Transportation Corridor ,
Zero-Emission Vehicles
The focus on ESG across the business spectrum ramped up over the course of 2021, surpassing several milestones along the way and resulting in a surge of regulatory changes and new initiatives by the end of the year....more
2/2/2022
/ Business Strategies ,
Capital Investments ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Institutions ,
Green Bonds ,
Initial Public Offering (IPO) ,
Sustainability
TRANSACTIONAL PERSPECTIVES ON 2022 -
What are the trends, risks, and opportunities in 2022?
As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market,...more
1/31/2022
/ Acquisition Agreements ,
Capital Markets ,
Climate Change ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Corporate Sales Transactions ,
Environmental Social & Governance (ESG) ,
Financing ,
Foreign Investment ,
Infectious Diseases ,
Initial Public Offering (IPO) ,
Merger Agreements ,
Private Equity ,
Special Purpose Acquisition Companies (SPACs) ,
Venture Capital
The SEC is considering new rules that would require public position reporting and other requirements for security-based swaps.
On December 15, 2021, the SEC proposed three rules under the Securities Exchange Act to...more
12/22/2021
/ Capital Markets ,
Disclosure Requirements ,
Equity Securities ,
MSBSPs ,
Proposed Rules ,
Regulatory Agenda ,
Regulatory Reform ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Security-Based Swaps ,
Swaps
The interagency "policy sprints" are designed to give banks guidance on how to navigate crypto-assets moving forward.
On November 23, 2021, the Board of Governors of the Federal Reserve System, Federal Deposit Insurance...more
The Underlying Dispute The dispute giving rise to the Second Circuit's decision began with a trademark infringement suit filed by Nike in 2013 against several hundred Chinese retailers for selling counterfeit Nike products on...more
9/20/2021
/ Asset Freeze ,
China ,
Contempt ,
Counterfeit Goods Regulation ,
Default Judgment ,
Extraterritoriality Rules ,
Financial Transactions ,
Foreign Banks ,
Nike ,
Restraining Orders ,
Retail Market ,
Sanctions ,
Separate Entity Rule ,
Trademark Infringement
Unless otherwise exempted, entities engaging in SBS dealing activity in the immediately preceding 12 months, as of the Counting Date and thereafter, must register as an SBS dealer if the SBS positions connected with its SBS...more
The Board Diversity Proposal generally requires each Nasdaq-listed company "to have, or explain why it does not have, at least two members of its board of directors who are Diverse," defined as at least one director who...more
8/16/2021
/ Board of Directors ,
Corporate Governance ,
Disclosure Requirements ,
Diversity and Inclusion Standards (D&I) ,
LGBTQ ,
Listing Standards ,
Minorities ,
Nasdaq ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
SEC Chairman Gary Gensler suggests SEC will aggressively police crypto assets and decentralized finance ("DeFi") platforms while seeking expanded authority to regulate these fast-growing industries....more
8/10/2021
/ Cryptoassets ,
Cryptocurrency ,
Decentralized Finance (DeFi) ,
Digital Assets ,
Gary Gensler ,
Initial Coin Offering (ICOs) ,
Policy Statement ,
Regulatory Agenda ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities
On June 30, 2021, FinCEN announced the first set of government-wide AML/CFT Priorities, as required by the Anti-Money Laundering Act of 2020 ("AML Act"). Consistent with the National Strategy for Combating Terrorist and Other...more
7/14/2021
/ AML/CFT ,
Anti-Corruption ,
Anti-Money Laundering ,
BSA/AML ,
Compliance Management Systems ,
Convertible Virtual Currencies (CVCs) ,
Corruption ,
Cross-Border Transactions ,
Financial Crimes ,
Financial Institutions ,
Financial Transactions ,
FinCEN ,
Money Laundering ,
Terrorism Funding ,
Terrorist Financing Regulations
On July 6, 2021, the D.C. Circuit decided Jam et al. v. International Finance Corp., holding that lending decisions made by International Finance Corporation ("IFC") in the United States when it financed construction of a...more
On June 30, 2021, FinCEN announced the first set of government-wide AML/CFT Priorities, as required by the Anti-Money Laundering Act of 2020 ("AML Act"). Consistent with the National Strategy for Combating Terrorist and Other...more
7/9/2021
/ AML/CFT ,
Anti-Money Laundering ,
Bank Secrecy Act ,
BSA/AML ,
Cooperative Compliance Regime ,
Cyber Crimes ,
Financial Crimes ,
Financial Institutions ,
FinCEN ,
Money Laundering ,
New Guidance ,
Policy Statement ,
Suspicious Activities ,
Terrorist Financing Regulations
Intensifying demands from regulators, investors, and the public for attention to environmental, social, and governance ("ESG") considerations presents a key challenge for risk managers, particularly those in the financial...more
On June 3, 2021, the Court of Appeals for the Second Circuit issued a decision in the OCC's appeal of the SDNY decision in Lacewell v. Office of the Comptroller of the Currency in which the NYDFS had successfully challenged...more
Executive Order directs whole-of-government approach and broad regulatory effort.
On May 20, 2021, President Biden issued an Executive Order ("Order") directing agencies to analyze and mitigate "climate-related financial...more
Two circuit courts have now rejected the Second Circuit's "predominantly foreign" exception to Morrison's "domestic transactions" test, which raises the prospect of inconsistent decisions and increases the likelihood of...more
President Biden issued an Executive Order asking the Secretary of the U.S. Department of the Treasury to work with the Financial Stability Oversight Council to assess risks that climate change poses to the financial system....more
More than a year ago the world fell victim to a global pandemic that would change life in ways that could never have been predicted. In the early stages of the pandemic, we published a White Paper directed at financial...more
The International Swaps and Derivatives Association (ISDA) is launching and publishing the ISDA U.S. Renewable Energy Certificate Annex (REC Annex) to enable market participants to efficiently sell and purchase renewable...more
The Supreme Court's recent decision in Ford is sure to be framed by some as expanding—perhaps quite significantly—the availability of specific personal jurisdiction under the Due Process Clause. But the decision should not be...more