Regulatory Matters

CANADIAN UPDATE – Bill S-285: A Canadian Contribution to the Stakeholder Governance Debate

If adopted, Bill S-285, and in particular its proposed amendments to section 122 of the CBCA, would transform the CBCA’s approach to a corporation’s stakeholders from an incidental consideration to a central one, whereby the benefits provided to various stakeholders would no longer derive from pursuing the best interests of the corporation, but would instead form part of the corporation’s purpose, enshrined in law, and would be protected through redefined directors’ and officers’ duties.

This article was authored by Franziska Ruf (Partner), Sébastien Roy (Partner) and Maïté Murray (Senior Knowledge Management Lawyer) of Davies Ward Phillips & Vineberg LLP (Montréal).


FTC Proposes Sweeping Changes to HSR Reporting Obligations

*Originally distributed on June 29, 2023. In a notice of proposed rulemaking published this week, the Federal Trade Commission unveiled significant changes to the reporting obligations under the Hart-Scott-Rodino Act.  If adopted as final rules, those changes will materially increase filing burdens and hinder parties’ ability to file and close quickly, even in non-problematic transactions.  … Continued

This submission was contributed by Ilene Knable Gotts, Nelson O. Fitts, Damian G. Didden, and Christina C. Ma at Wachtell, Lipton, Rosen & Katz.


Nature as an Asset: The Coming Wave of “Natural Capital” and Biodiversity Shareholder Activism and Stewardship Pressure on Boards of Directors

*Originally distributed on December 16, 2022. As anticipated in our February 2021 memo, the terms “natural capital,” “biodiversity,” “nature loss,” “ecosystem restoration” and the like have increasingly entered the investor and corporate lexicon.  This has accelerated since the publication of The Economics of Biodiversity:  The Dasgupta Review, the groundbreaking independent study commissioned by the U.K. … Continued

Editors’ Note: This memo was authored by Sabastian V. Niles, Carmen X. W. Lu and Allison Rabkin Golden at Wachtell, Lipton, Rosen & Katz.


Recent Developments Highlight Fundamental Legal Considerations for DAOs

We recently wrote about the emergence of a new breed of business organizations — decentralized autonomous organizations (DAOs) — to contend that the governance design for these blockchain-based organizations should heed some of the hard-fought lessons that have helped to form the pillars of modern corporate governance.  It is also important to confront certain features … Continued

This article was co-authored by Kevin S. Schwartz (Partner), David M. Adlerstein (Counsel), David E. Kirk (Associate) and Sabina M. Beleuz Neagu (Summer Associate) at Wachtell, Lipton, Rosen & Katz (New York).


CANADIAN UPDATE – Foreign Investment Review in Canada: Top Trends and Developments for 2022

The past year generated substantial interest in the operation of the Investment Canada Act (ICA), especially the national security review process, against the backdrop of changes in government policy that purport to articulate a more expansive view of Canada’s national security interests. We expect foreign investment review to remain an issue of public and political concern in … Continued

This article was authored by Davies partners John Bodrug, Anita Banicevic, Mark Katz and Charles Tingley of the Davies Competition, Antitrust & Foreign Investment group.


U.S. UPDATE – White-Collar and Regulatory Enforcement: What Mattered in 2021 and What to Expect in 2022

Introduction The Biden administration has just completed its first full year in office, and the talk has been tough.  New leadership at DOJ, the SEC, the FTC, the CFTC, and other regulatory and law enforcement agencies have issued statements and policy revisions signaling their intention to train more focus on white-collar and regulatory enforcement.  We … Continued

Editor’s Note: This article was co-authored by John F. Savarese, Ralph M. Levene, Wayne M. Carlin, David B. Anders, Sarah K. Eddy and Carol Miller of Wachtell, Lipton, Rosen & Katz


CHINESE UPDATE: A Christmas Gift from the CSRC – thoughts on the CSRC Rules Regarding Overseas Listings

*Originally distributed on December 31, 2021 The second half of 2021 was an extraordinary time for Chinese companies seeking to list overseas, as well as for other relevant market participants. The Didi incident further deepened the anxiety and “mistrust” by US securities regulators on the risks associated with investing in China-based companies or that have … Continued

This article was authored by Wang Yi and Xiaojia Sun, partners at JunHe. Mr. Wang is the head of capital market department at JunHe and has been practicing for more than 20 years with leading PRC firms and international firms in Beijing, Hong Kong and Shanghai. Ms. Sun is a partner in the capital markets practice area of JunHe’s Beijing office and is dedicated to providing diversified service in the area of securities law including reorganization, pre-IPO private placements, and initial public offerings on domestic and international stock exchanges.


U.S. UPDATE – Bracing for the “Antitrust” Tech Storm

The widely reported lawsuit against Google, brought this week by the Department of Justice and 11 state attorneys general, marks the most significant antitrust enforcement action in the United States against a major technology company in two decades.  As set out briefly below, the suit warrants careful consideration, both for what it alleges and what … Continued

This article was co-authored by Ilene Knable Gotts (Partner), Ronald C. Chen (Partner) and Kevin S. Schwartz (Partner) at Wachtell, Lipton, Rosen & Katz (New York).

Ilene is a partner in the Antitrust Department. She is regularly recognized as one of the world’s top antitrust lawyers, including being recognized by “Euromoney’s Women in Business Law” with a Lifetime Achievement Award in 2019.

Ron is a partner in the Corporate Department. He is also a Lecturer in Law at Stanford Law School, where he teaches a course on Mergers and Acquisitions, and Co-Chair of the International Bar Association’s annual conference on Mergers and Acquisitions in the Technology Sector.

Kevin is a partner in the Litigation Department. He serves on the Executive Committee of the New York City Bar Association, where he was previously Chair of the Judiciary Committee, and is also a Visiting Lecturer in Law at Yale Law School.


IRISH UPDATE: Key Issues for Irish Listed Companies when Considering Shareholder Activism

The volatility in global markets caused by the COVID-19 pandemic and resulting economic uncertainty has put activist shareholders and defending against opportunistic bids at the top of the agenda for listed companies. We have set out below 14 key considerations relating to shareholder activism that Irish-incorporated listed companies should be focused on in the current … Continued

Editor's Note: Brian O’Gorman is a Partner in Arthur Cox's Corporate and M&A group. He has advised on many of the largest and most high profile Irish M&A transactions over the past 20 years. Kate Hogan is an Associate at Arthur Cox.


AUSTRIAN UPDATE – Austria tightens foreign investment control regime with new 2020 Investment Control Act

Executive Summary/Highlights: On 15 July 2020 the Austrian Parliament adopted a new Investment Control Act (Investitionskontrollgesetz, “ICA”). The new Act transposes the requirements under the EU FDI Screening Regulation and replaces the existing liberal regime under the Austrian Foreign Trade Act. Investment transactions lacking the required ICA approval will inter alia be null and void. Under the … Continued

Editors Note: Christian Herbst is a partner of Schönherr and a member of XBMA’s Legal Roundtable. He is one of the leading Austrian specialists in cross-border M&A, takeovers and joint ventures, representing mostly foreign clients with respect to investments in Austria and Central Eastern Europe.


Page 1 of 9