Posted by Jessica Forbes, Philip Heimowitz, and Mark Highman, Fried, Frank, Harris, Shriver & Jacobson LLP, on Saturday, September 10, 2022 Editor's Note: Jessica Forbes and Philip Heimowitz are partners and Mark Highman is special counsel at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Forbes, Mr. Heimowitz, Mr. Highman, and Conor Almquist. On August 10, 2022, the Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) proposed additional amendments (the “Proposed Amendments”) [1] to Form PF ..read more

Posted by Gregory Pryor and Germaine Gurr, White & Case LLP, on Tuesday, September 6, 2022 Editor's Note: Gregory Pryor and Germaine Gurr are partners at White & Case LLP. This post is based on a White & Case memorandum by Mr. Pryor, Ms. Gurr, Lindsey Canning, and Jun Usami. Carve-out deals, whether conducted through a trade sale, buyout, or IPO, have become a vital tool for businesses to boost balance sheets and deliver shareholder value. This trend has gathered momentum over recent years, with 9,155 carve-outs worth US$2.3 trillion in aggregate announced globally in 2021, accord ..read more

Posted by Susan E. Engel, Matthew Rawlinson, and Peter Trombly, Latham & Watkins LLP, on Wednesday, August 31, 2022 Editor's Note: Susan E. Engel and Matthew Rawlinson are partners and Peter Trombly is an associate at Latham & Watkins LLP. This post is based on a Latham memorandum by Ms. Engle, Mr. Rawlinson, Mr. Trombly, Samir Deger-Sen, and Morgan E. Whitworth. A recent decision, if widely adopted, could spare companies from unnecessary discovery costs in claims that may not survive a threshold pleadings challenge. Key Points: State courts across the country have reached confl ..read more

Posted by Kem Ihenacho, Clare Scott, and Anne Mainwaring, Latham & Watkins LLP, on Monday, August 15, 2022 Editor's Note: Kem Ihenacho is partner, Clare Scott is counsel, and Anne Mainwaring is an associate at Latham & Watkins LLP. This post is based on a Latham memorandum by Mr. Ihenacho, Ms. Scott, Ms. Mainwaring, Catherine Campbell, and Jennifer Cadet. Related research from the Program on Corporate Governance includes Politics and Gender in the Executive Suite (discussed on the Forum here) by Alma Cohen, Moshe Hazan, and David Weiss; Will Nasdaq’s Diversity Rules Harm Inve ..read more

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, August 11, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent public statement. The views expressed in the post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff. Today [Aug. 10, 2022], the Commission is considering whether to propose joint amendments with the Commodity Futures Trading Commission (CFTC) to Form PF, an important reporting tool that the Commission and the F ..read more

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Thursday, August 11, 2022 Editor's Note: Mark T. Uyeda is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on his recent public statement. The views expressed in the post are those of Commissioner Uyeda, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff. Thank you, Chair Gensler. Who benefits from investments in private funds and alternative investments? In many cases, they are the pensioners in a retirement plan or a university student who benefits f ..read more

Posted by Paul A. Gompers (Harvard Business School), Steven N. Kaplan (University of Chicago), and Vladimir Mukharlyamov (Georgetown University), on Wednesday, August 10, 2022 Editor's Note: Paul A. Gompers is Eugene Holman Professor of Business Administration at Harvard Business School; Steven N. Kaplan is the Neubauer Family Professor of Entrepreneurship and Finance at the University of Chicago Booth School of Business; and Vladimir Mukharlyamov is Assistant Professor of Finance at the McDonough School of Business at Georgetown University. This post is based on their rece ..read more

Posted by Malcolm Lloyd, Colin Wittmer, and John Potter, PricewaterhouseCoopers LLP, on Monday, July 25, 2022 Editor's Note: Malcolm Lloyd is Deals Leader, PwC Global and EMEA; Colin Wittmer is Deals Leader, PwC US; and John D. Potter is Deals Sector Leader, PwC US. Deal professionals across PwC’s network of firms contributed to this post. This post is part of a series that covers an overview of global trends impacting the deals market. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? (discussed on ..read more

Posted by Joseph Grundfest (Stanford University), on Tuesday, May 17, 2022 Editor's Note: Joseph A. Grundfest is William A. Franke Professor of Law and Business at Stanford Law School. This post is based on his recent paper. I write this post in response to the release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”). The Scope of this Post. The Proposed Rules are of three categories: Disclosure Rules, Audit Rules, and Prohibited Activity Rules. These comments relate solely to the Prohibited Activity Rules ..read more

Posted by William W. Clayton (Brigham Young University), on Monday, May 16, 2022 Editor's Note: William W. Clayton is an Associate Professor at Brigham Young University Law School. This post summarizes his recent comment letter to the U.S. Securities and Exchange Commission. The SEC recently published a proposed rule (the “Proposal”) that would impose unprecedented mandatory disclosure obligations and various other forms of intervention in the private funds industry. [1] On April 21, 2022, I filed a comment letter in response to the Proposal. [2] My letter addresses what appears to be one of ..read more