Searching Content indexed under Corporate and Company Law by Kramer Levin Naftalis & Frankel LLP ordered by Published Date Descending.
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SEC Proposes Amendments To Accelerated Filer And Large Accelerated Filer Definitions
On May 9, 2019, the SEC proposed amendments to the accelerated filer and large accelerated filer definitions under the Exchange Act.
United States
30 May 2019
DOJ Criminal Division Releases Updated Guidance For Evaluation Of Corporate Compliance Programs
On April 30, 2019, Brian A. Benczkowski, the assistant attorney general for the Criminal Division of the United States Department of Justice ...
United States
28 May 2019
New York Appellate Court Ruling Eases Hurdle To Bringing Derivative Suits Against UK Companies In The New York Courts
On Nov. 14, 2018, a New York appellate court held that in a derivative action brought in a New York court against a company incorporated in the United Kingdom
5 Dec 2018
Compliance In France And The United States: A Combination Of Corporate And Social Responsibility
In the past, French law neither mandated nor provided any material incentives for companies to embrace compliance, corporate and social challenges.
12 Nov 2018
La raison d'être des sociétés, in Option Finance n°1479
Attrait immodéré pour les idées générales, à rebours du pragmatisme anglo-saxon dont elle prétend s'inspirer, la modification du Code civil pour imposer aux sociétés «la prise en compte des enieux sociaux et environnementaux de leur activité» pourrait bouleverser le droit des sociétés.
5 Oct 2018
Exercising Independence In Restructuring: The Path To Better Governance
A rising number of distressed companies are appointing independent directors or managers (Independents) prior to filing for bankruptcy. Independents—who may act as part of special committees...
United States
2 Oct 2018
New ‘Divisive Merger' Rules Could Have Outsize Impact On Credit Agreements
Delaware limited liability companies (LLCs) may now divide their assets, rights and obligations among two or more newly created LLCs ...
United States
2 Oct 2018
The New Delaware LLC "Divisive Merger" Provision – A Potentially Dangerous Loophole Under Debt Covenants
Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) ...
United States
29 Aug 2018
Funds Talk: July 2018
Fund managers considering opportunities in permanent capital vehicles have a variety of alternatives to choose from.
United States
18 Jul 2018
SEC Amends Definition Of ‘Smaller Reporting Company' Expanding The Number Of Companies Eligible For Reduced Disclosure
On June 28, 2018, the Securities and Exchange Commission voted to amend the definition of SRC to expand the number of companies eligible to take advantage of the reduced disclosure requirements applicable to SRCs...
United States
9 Jul 2018
La Cour de Justice redonne de la liberté aux entreprises pour les opérations préparatoires aux opérations de concentration en limitant l'étendue de l'obligation de suspension
Dans un arrêt du 31 mai 2018 (aff. C-633/16, Ernst & Young), la Cour de Justice de l'Union Européenne (CJUE) précise que la dénonciation d'un accord de coopération en vue de la réalisation d'une operation...
European Union
12 Jun 2018
Enforcing A Breakup Fee In A Financing Term Sheet
While the plaintiff prevailed, the case offers some lessons for the careful drafting of a breakup fee provision in a financing term sheet.
United States
30 Apr 2018
Closed-End Fund House Bill Doesn't Go Far Enough
A bill that aims to decrease regulation, including for closed-end funds, while increasing retail investors' access to capital markets is currently navigating its way through Congress...
United States
18 Apr 2018
Supreme Court Rules That Dodd-Frank's Anti-Retaliation Provision Does Not Protect Internal Whistleblowers
The United States Supreme Court decided in Digital Realty Trust, Inc. v. Somers (Feb. 21, 2018) that the anti-retaliation provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) applies only to individuals who have reported a violation of the securities law to the Securities and Exchange Commission (SEC) and not to those who raise concerns only to their employers internally. The Court's decision resolved an important conflict in the federal Courts of Appeals.
United States
28 Feb 2018
SEC Extends Deadline For Fund Compliance With Classification-Related Elements Of Liquidity Risk Management Rule
Under the Interim Rule, the new compliance dates for the delayed aspects of the Rule are June 1, 2019, for larger entities and Dec. 1, 2019, for smaller entities[3] (the New Compliance Dates).
United States
27 Feb 2018
L'uberisation du cadre dirigeant et comment l'éviter
The article focuses on the process of "uberization" of managers and the ways to avoid it.
11 Jan 2018
SEC Releases Guidance On Near-Term Disclosure Regarding Effects Of New Tax Law
The tax reform signed into law by President Trump on Dec. 22 (the Tax Act) presents public companies with several accounting and disclosure challenges.
United States
3 Jan 2018
The IRS Withdraws Proposed ‘Net Value' Regulations
In announcing the withdrawal, the IRS stated that it is of the view that, with respect to 332 liquidations, existing case law and published IRS rulings reflect the position of the IRS.
United States
6 Sep 2017
Process To Scale Back The Volcker Rule Begins
A report issued by the Department of Treasury on June 12, (the Treasury Report), identified problems with the design of the final rule and makes recommendations for revisions to the final rule...
United States
10 Aug 2017
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