S&c Critical Insights

In this episode of S&C’s Critical Insights, Jeff Scott and Julia Malkina, Co-Heads of S&C’s Securities Litigation Practice, discuss the upcoming November 13 oral argument in NVIDIA Corp. v. E. Ohman J:or Fonder AB and the potential implications for companies’ securities-litigation exposure. 

In this episode of S&C’s Critical Insights, Jeff Scott and Julia Malkina, Co-Heads of S&C’s Securities Litigation Practice, discuss the upcoming November 6 oral argument in Facebook v. Amalgamated Bank and its implications for companies’ risk disclosures and potential litigation regarding those disclosures.  The issue before the Court is whether a company’s risk disclosures are false or misleading when they do not disclose that a risk has materialized in the past—and if so, under what circumstances. Public companies routinely make such risk disclosures, so this case has the potential to have significant effects both on companies’ disclosure practices and potential exposure.

In this episode of S&C’s Critical Insights, Samantha Hynes, a partner in S&C’s Antitrust Group, and Brad Smith, special counsel in the Antitrust Group, discuss the impact of the Federal Trade Commission’s final rule that made substantial modifications to the form used to report transactions requiring a premerger filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The new form will require substantially more information and documents than are currently required.

In this episode of S&C’s Critical Insights, S&C litigation partner John Hardiman discusses Vice Chancellor J. Travis Laster’s recent ruling in Sarah Clement v. Apollo Global Management and its implications for controlling shareholders in M&A transactions. Despite the Delaware Chancery Court’s intense scrutiny of transactions involving controlling shareholders, the Court gave the controller a rare win and dismissed a complaint alleging that a merger was unfair because the controller allegedly extracted unique benefits to the determinant of minority shareholders. Along the way, the court also elaborated upon two issues of Delaware “unique benefit” law in controlling stockholder transactions of interest to Delaware practitioners: (i) whether the unique benefit received by the controller has to be at the expense of the minority; and (ii) the framework for analyzing challenges to a merger where the claimed benefit is the elimination of litigation exposure.

In this episode of S&C’s Critical Insights, Corporate Governance Co-Heads Marc Treviño and Melissa Sawyer and Special Counsel June Hu continue to analyze significant trends and developments that emerged from the recent U.S. annual meeting proxy season and provide takeaways for 2025.

In this episode of S&C’s Critical Insights, Corporate Governance Co-Head Marc Treviño analyzes significant trends and developments that emerged from the recent U.S. annual meeting proxy season.

In this episode of S&C’s Critical Insights, Tony Lewis and Eric Kadel, Co-Heads of S&C’s National Security Practice, Sergio Galvis, Head of the Firm’s Latin American Practice and Inosi Nyatta, Co-Head of S&C’s Project Finance Group, discuss key takeaways for U.S. companies considering cross-border investments, especially in light of the new Treasury Regulations that prohibit certain outbound investments in sensitive technologies.

In this episode of S&C’s Critical Insights, Annie Ostrager, Co-Head of S&C’s Employment Law Group, and Jeannette Bander, a partner in S&C’s Executive Compensation Group, provide an update on the nationwide injunction against the FTC’s non-compete rule and discuss considerations for companies in light of this decision.

In this episode of S&C’s Critical Insights, Nader Mousavi, Co-head of S&C’s Artificial Intelligence Practice, and Jay Clayton, Senior Policy Advisor and Of Counsel to S&C, discuss key considerations for boards in their oversight of a company’s AI technologies and policies, and how to build an effective AI governance framework. Boards should stay informed and be proactive, Nader and Jay note. With regulations around AI still evolving, having a robust governance framework can protect a company from potential legal issues and enhance a company’s reputation for responsible and ethical AI use.  Disclaimer: This is not legal advice.

In this episode of S&C’s Critical Insights, Bill Monahan, Head of S&C’s Products Liability & Mass Torts Group, and Shane Palmer, an associate in the Firm’s Litigation Group, examine the new proposed Rule 16.1 of the Federal Rules of Civil Procedure, which the Judicial Conference of the United States’ Advisory Committee on Civil Rules recently voted to adopt as the first rule governing multidistrict litigation. They discuss the original proposal for Rule 16.1 that was published last year, the defense and plaintiffs bars’ reaction to the proposed rule, and the final proposed rule that was adopted last month and its implications for MDLs.  Since Congress passed the Multidistrict Litigation Act in 1968 and created the MDL process, there have been no specific rules dictating how judges should manage MDLs, beyond the Federal Rules of Civil Procedure that apply in every federal civil case. In 2017, the Advisory Committee established an MDL Subcommittee to consider whether new rules should be added to add

In this episode of S&C’s Critical Insights, Annie Ostrager, Co-Head of S&C’s Labor & Employment Group, and Jeannette Bander, a partner in S&C’s Executive Compensation Group, provide an update on the FTC’s final rule containing a sweeping ban on non-compete agreements.

In this episode of S&C’s Critical Insights, Annie Ostrager, Co-Head of S&C’s Labor & Employment Group, and Jeannette Bander, a partner in S&C’s Executive Compensation Group, discussed non-compete agreements and the evolving nature of their enforceability, including developments at the federal and state level.

In this episode of S&C’s Critical Insights, Sharon Cohen Levin, Craig Jones and Eric Kadel, Co-Heads of S&C’s National Security Practice, Adam Szubin, Of Counsel in S&C’s National Security Practice, and Andrew DeFilippis, Special Counsel in S&C’s National Security Practice, continue their discussion of significant developments in national security enforcement.

In this episode of S&C’s Critical Insights, Sharon Cohen Levin, Tony Lewis and Eric Kadel, Co-Heads of S&C’s National Security Practice, Adam Szubin, Of Counsel in S&C’s National Security Practice, and Andrew DeFilippis, Special Counsel in S&C’s National Security Practice, continue their discussion of significant developments in national security enforcement.

In this episode of S&C’s Critical Insights, Annie Ostrager, Co-Head of S&C’s Labor & Employment Group, and Kamil Shields, a partner in S&C’s Litigation Group, discussed recent developments in whistleblower enforcement investigations and new whistleblower programs. Annie and Kamil cover the increase in enforcement actions and investigations into employment and other agreements that the SEC and other regulators view as potentially impeding, preventing or discouraging whistleblower activity. They also discuss new programs aimed at further incentivizing whistleblower reporting to the government, such as the Whistleblower Pilot Program created by the United States Attorney’s Office for the Southern District of New York.

Ten years ago, international companies typically needed to monitor national security developments only if they were doing business with a U.S. government agency or operating in higher risk jurisdictions or sectors such as military or dual-use goods. Over the past decade, however, Western governments—led by the United States—have expanded the use of sanctions, export controls, import restrictions and investment laws to more jurisdictions and more sectors, requiring nearly every multinational company to be attuned to and anticipate developments in these laws and regulations, including those seeking to prevent espionage, theft of trade secrets, cyber attacks and other similar threats. In addition, the governments of nations such as Russia and China have enacted an array of sanctions, export and other control measures, which can subject multinational companies to highly challenging situations with conflicting sanctions regimes. In this environment, companies and financial institutions must address a range of nati

In this episode of S&C’s Critical Insights, Michelle Chen, a partner in S&C’s Financial Services Group, and June Hu, special counsel in the Firm’s General Practice Group, provide key takeaways for financial institutions as they navigate environmental, social and governance considerations in 2024. Michelle and June review key ESG developments in 2023, noting a trend of growing divergence in ESG requirements and expectations at the international, federal and state level. This trend creates uncertainty and challenges for financial institutions. In light of the uncertainty and rapid developments in the ESG space, Michelle and June offer practical guidance for financial institutions, including the need to continue to closely monitor the changing ESG landscape and to adopt a coordinated approach to compliance in order to mitigate the risks of fragmented and reactive responses.

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 2023 and potential developments for 2024. While we avoided a recession in 2023, ongoing economic uncertainty, rising interest rates, regulatory headwinds and geopolitical tensions contributed to a second year of falling activity levels in global M&A following 2021’s record-breaking year. M&A deals continued to face scrutiny from antitrust and foreign investment regulators in the United States and globally. In 2023, the EU adopted its new Foreign Subsidies Regulation, and in the United States, the FTC and DOJ proposed changes to the HSR rules and issued Draft Merger Guidelines. Cross-border M&A activity remained significant at $707 billion during the first nine months of 2023, but was down 21 percent compared to a year ago. Geopolitics, sanctions and foreign investment and competition regulation explain some of the trends in cross-bord

In this episode of S&C’s Critical Insights, Marc Treviño and Melissa Sawyer, Co-Heads of S&C’s Corporate Governance Practice, discuss corporate governance developments and what to expect in 2024. Marc and Melissa explore the ongoing trend of increased shareholder proposals focused on environmental, social and political topics and touch on ESG as it relates to the broader legislative and political climate. ESP-focused shareholder proposals and ESG issues are at the center of a growing web of legislation and government actions at multiple levels. They also note that companies may be looking to implement an officer exculpation provision in 2024.

In this episode of S&C’s Critical Insights, Julie Jordan, Tracy Richelle High and Annie Ostrager, Co-Heads of S&C’s Labor and Employment Group, discuss the Supreme Court’s decision in two consolidated cases against Harvard and the University of North Carolina. The Court held that the schools’ admissions programs—both of which used race as an explicit factor in admissions decisions—violated the Fourteenth Amendment’s Equal Protection Clause and Title VI of the Civil Rights Act of 1964, which prohibits discrimination in education.   Julie, Tracy and Annie examine pending employment and contracting cases that may be affected by the Court’s decision, cover related shareholder proposals and offer guidance for employers, including reviewing hiring and promotion processes and procedures to examine whether any decisions are expressly based on race, gender or other protected classes.