S&C Critical Insights

In this episode of S&C’s Critical Insights, Inosi Nyatta, Craig Jones and Sam Saunders discuss new and proposed regulations involving critical minerals in the United States and European Union. Critical minerals, referred to as critical raw materials in the EU, are generally defined to include, among others, cobalt, graphite, lithium, manganese, nickel and rare earth minerals and are key components...

In this episode of  S&C’s Critical Insights  podcast series,  Alex Willscher , Deputy Managing Partner of S&C’s Criminal Defense and Investigations Group, and  Aisling O’Shea , co-head of the Firm’s FCPA and Anti-Corruption Group, discuss recent changes to the U.S. Department of Justice Criminal Division’s guidance on its evaluation of corporate compliance programs. Alex and Aisling identify key c...

In this episode of S&C’s Critical Insights, Annie Ostrager and Diane McGimsey, Co-Heads of S&C’s Labor & Employment Group, discuss two recent decisions from the U.S. Court of Appeals for the Second and Ninth Circuits involving preemption and Section 1 of the Federal Arbitration Act. They analyze how those courts interpreted two recent U.S. Supreme Court decisions addressing the FAA’s scope in the...

In this episode of S&C’s Critical Insights, Isaac Wheeler and Davis Wang, Co-Heads of S&C’s Tax Group, discuss the IRS’s year-end guidance in areas including the scope of the stock buyback tax and the Foreign Investment in Real Property Tax Act (FIRPTA).  Isaac and Davis start off by discussing Internal Revenue Code Section 4501, commonly referred to as the one percent buyback tax, which is intend...

In this episode of S&C’s Critical Insights, Michelle Chen, a partner in S&C’s Financial Services Group, and June Hu, an associate in the Firm’s General Practice Group, discuss key ESG considerations for U.S. financial institutions in 2023. Michelle and June recap recent ESG-related legal and regulatory developments in the banking, asset management and insurance sectors. The OCC, FDIC and the Feder...

In this episode of S&C’s Critical Insights, Annie Ostrager, a Co-Head of S&C’s Labor & Employment Group, and Kamil Shields, a member of the Firm’s Criminal Defense & Investigations Group, provide an update on recent developments in whistleblower enforcement in the United States under the False Claims Act (“FCA”). Annie and Kamil discuss recent Department of Justice enforcement activity involving w...

In this episode of S&C’s Critical Insights, Steve Peikin, who leads S&C’s Securities & Commodities Investigations Practice, and Jeff Scott and Julia Malkina, co-leads of the Firm’s Securities Litigation Practice, review recent private securities litigation trends. Steve, Jeff and Julia discuss numerical trends in private securities litigation. Although such litigation has slowed overall, certain t...

In this episode of S&C’s Critical Insights, Melissa Sawyer, Lauren Boehmke and Susan Lindsay analyze trends and developments in shareholder activism and activist settlement agreements over the past year. They also highlight a few factors that are likely to shape activism throughout 2023.   Among the topics discussed, the group examined the record-breaking activist campaign activity in the first qu...

In this episode of S&C’s Critical Insights, Steve Peikin, who leads S&C’s Securities & Commodities Investigations Practice, and Jeff Scott and Julia Malkina, co-leads of the Firm’s Securities Litigation Practice, discuss the priorities of the Securities and Exchange Commission’s Enforcement Division and enforcement trends.   Steve, Jeff and Julia discuss the SEC’s enforcement and regulatory activi...

In this episode of S&C’s Critical Insights, Senior M&A Partner Frank Aquila and Global Head of M&A Melissa Sawyer discuss major takeaways from M&A in 2022 and potential developments for 2023.   Following a record-setting year in 2021, a numbers of factors at the beginning of 2022, including soaring inflation, rising interest rates and geopolitical events, such as Russia’s invasion of Ukraine and t...

In this episode of S&C’s Critical Insights, Tax Group co-heads Isaac Wheeler and Davis Wang welcome the Firm’s Government Affairs Specialist, Tom Mullins, to discuss anticipated developments in U.S. tax policy following the midterm elections.   With Democrats and Republicans narrowly controlling the Senate and House, respectively, it is unlikely that the United States will see significant standalo...

In this episode of S&C’s Critical Insights, Melissa Sawyer, the Global Head of S&C’s M&A practice, is joined by Carsten Berrar, the Managing Partner of the Firm’s Frankfurt office, and Olivier de Vilmorin, the Head of the Firm’s European M&A practice, to discuss cross-border M&A transactions in the current economic environment.   Carsten and Olivier discuss some of the macro-economic trends impact...

In this episode of S&C’s Critical Insights, Litigation partners Brendan Cullen and Tony Lewis provide an update and some key takeaways for building and sustaining an effective compliance program in light of recent remarks from Department of Justice officials, including September comments by Deputy Attorney General Lisa Monaco.   Brendan and Tony build on their previous podcasts from 2020 and 2021...

In this episode of S&C’s Critical Insights, S&C Partners Rita-Anne O’Neill and Joe Matelis provide an overview of Section 8 of the Clayton Act and discuss how the Department of Justice’s recent enforcement actions may affect private equity firms.

S&C Corporate Governance co-heads Marc Treviño and Melissa Sawyer conclude their discussion of shareholder proposal trends from the 2022 proxy season by discussing governance proposals.   They note that nearly all of the increase in shareholder proposals over the past decade is due to environmental, social and political proposals, as opposed to governance proposals. Still, governance proposals rai...

S&C Corporate Governance co-heads Marc Treviño and Melissa Sawyer continue their discussion of shareholder proposal trends from the 2022 proxy season. In this episode of S&C’s Critical Insights, they explore social and political proposals, including in increase in those from so-called “anti-ESG” proponents.   This year saw big growth in social and political proposals, with an 81 percent increase i...

In this episode of S&C’s Critical Insights, Sarah Payne, John Savva and Melissa Sawyer are joined by Kelly Sullivan, partner at communications firm Joele Frank, and Scott Winter, managing director at proxy solicitation firm Innisfree, to discuss the new universal proxies required by the Securities and Exchange Commission. They discuss how companies can prepare for these proxies, which must include...

Corporate Governance co-heads Marc Treviño and Melissa Sawyer and associate June Hu continue their discussion of shareholder proposal trends from the 2022 proxy season, discussing trends in environmental proposals, as well as how to prepare for 2023. Environmental proposals have steadily increased over the past decade, with an explosion in 2021 and 2022. In 2021, these proposals rose 40 percent ye...

Corporate Governance co-heads Marc Treviño and Melissa Sawyer and associate June Hu open a four-part series discussing prevalent shareholder proposal trends from the 2022 proxy season. They outline the significant impact of recent actions by the Securities and Exchange Commission on this proxy season and discuss how SEC rulemaking could affect the 2023 season.   SEC Staff Legal Bulletin No. 14L—wh...

: In this episode of S&C’s Critical Insights, Davis Wang and Isaac Wheeler, co-heads of S&C’s Tax Group, are joined by Lauren Boehmke, partner in the Firm’s M&A practice, to discuss the recently enacted Inflation Reduction Act and a few of its key impacts on companies and corporate transactions.   They analyze three key changes introduced by the Act: the corporate minimum tax, the one percent buyb...

In this episode of S&C’s Critical Insights, Melissa Sawyer, the Global Head of S&C’s M&A practice, is joined by the Co-Heads of the Firm’s Antitrust group, Renata Hesse and Juan Rodriguez, to discuss recent developments surrounding the vertical merger of Illumina and GRAIL, which make DNA sequencing devices and blood-based tests for cancer screening, respectively.   In the United States, an admini...

In this episode of S&C’s Critical Insights, Paris partner Olivier de Vilmorin, London partner John Horsfield-Bradbury and London associate Sarah Mishkin discuss the unexpected ways that the European Union’s new ESG laws and regulations may affect U.S. and other non-EU companies. They discuss how the laws will apply to certain companies with EU-listed securities or whose operations in the EU meet c...

In this episode of S&C’s Critical Insights, Vanessa Blackmore, Kirsten Rodger and Sam Saunders take a look at recent developments in the regulation of ESG-labelled bonds and ESG data and rating services, focusing in particular on recent UK regulatory statements signaling that use of proceeds frameworks are likely to be subject to enhanced regulatory scrutiny. They also touch on ESG developments gl...

In this episode of S&C’s Critical Insights, Olivier de Vilmorin, Carsten Berrar, Ben Perry and Richard Pollack discuss recent de-SPAC transactions in Europe, highlighting the latest de-SPAC trends in Germany, France and the U.K. They also discussed some of the regulatory uncertainty affecting the SPAC market in the United States.

In this episode of S&C’s Critical Insights, Ryan Logan and Matt Rosenberg discuss recent developments in U.S. privacy law at the state level, including Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring and the Utah Consumer Privacy Act.   Ryan and Matt highlight some key distinctions in these laws, including their scope and applicability, the rights granted to individuals wi...