On November 17, the SEC proposed new rule amendments that would eliminate the core of the new requirements it imposed on proxy advisory firms in July 2020. The SEC had previously announced it would not enforce these requirements, so the process between proxy advisory firms and subject companies will be largely unregulated, much as it was before the 2020 rules.

Please click here to read the full alert memorandum.

The EU merger control regime imposes strict limitations on the interactions between parties pending merger clearance, to ensure there is no premature implementation of the transaction.  Recent court decision has far-reaching consequences on drafting and negotiation of customary “interim covenants” in M&A agreements.

This alert memo discusses the principles established by the EU General Court in its important judgment (Case T-425/18 Altice v Commission), and provides practical guidance for dealmakers.

The UK Government has recently announced that it will introduce mandatory climate-related financial reporting for the first time.[1]

The new rules are likely to have particular implications for UK public companies listed outside the UK (particularly on the NYSE or NASDAQ) or on AIM, large UK subsidiaries of multinational corporate groups and large portfolio companies of financial sponsors that have a UK topco structure, where the new rules may require them to grapple with climate-related financial reporting for the first time. Continue Reading UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private Companies

On November 8, 2021, New York Governor Kathy Hochul signed legislation to permanently amend provisions of the NY Business Corporation Law to allow companies to use electronic means to document action by written consent by boards and to hold virtual shareholder meetings, unless such action is prohibited by the entity’s articles of organization or by-laws. As discussed in our prior post, Governor Cuomo issued two Executive Orders: the first, March 7 Executive Order No. 202, declared a disaster emergency and ceased operations of all non-essential businesses in New York state; and the second, March 20th Executive Order No. 202.8, temporarily suspended several regulations governing meetings at New York corporations. Absent this relief, New York state still required an in-person shareholder meeting be held, although following an October 2019 rule change, it also permitted a virtual component (subject to certain conditions). Continue Reading Virtual Shareholder Meetings now Permanently Permitted in NY

On November 3, 2021, the Division of Corporation Finance of the SEC (the “Staff”) issued Staff Legal Bulletin (“SLB”) No. 14L, which rescinds SLBs Nos. 14I, 14J and 14K, all of which provided guidance with respect to no-action letter requests that sought relief from the Staff to exclude shareholder proposals on the basis of Rule 14a-8(i)(7) and Rule 14a-8(i)(5).  SLB No. 14L also provides guidance on (i) certain technical exclusions, (ii) the use of graphics and images in proposals and (iii) the use of email between proponents and companies. Continue Reading SEC Provides New Guidance on Shareholder Proposals – Likely To Limit Companies’ Ability To Exclude Environmental and Social Proposals

On October 14, 2021, the U.S. Department of Labor (the “DOL”) issued a proposed rule (the “Proposed Rule”) clarifying whether investments made by fiduciaries of plans subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) may take into account environmental, social and governance (“ESG”) concerns in selecting investments and investment courses of action, as well as fiduciary duties in exercising shareholder rights.[1]  The Proposed Rule aligns more closely with recent trends toward ESG-oriented investing and seeks to reduce any chilling effects introduced by the Trump administration’s regulatory and non-regulatory guidance on fiduciary duty-compliant ESG investing. Continue Reading New DOL Proposal on ESG Investing and Fiduciary Exercise of Shareholder Rights

Welcome to the Autumn edition of our UK Public M&A Round-up.

This issue includes:

We hope you find the topics in this issue to be of interest and invite you to contact the articles’ authors or your normal Cleary contact if you have any questions or would like to discuss.

To read the articles from our previous UK Public M&A Round-up, please click here

On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”).  The new rules and guidance came into force on August 10, 2021.

The final requirements are based on the FCA’s earlier consultation launched on April 30, 2021 (the “Consultation”).  The Consultation’s proposals focused on the presumption of suspension of trading for a UK-listed SPAC that (under the prior FCA rules) would be triggered when the SPAC announced an intended acquisition. In line with the Consultation’s proposals, the policy statement outlines key investor protections (described here as ‘eligibility criteria’) that must be embedded in the structure of a UK-listed SPAC in order for it to benefit from disapplication of the presumption of suspension.

In response to market feedback received during the Consultation, the final rules and guidance also provide for greater flexibility in relation to certain eligibility criteria. The FCA has also agreed to offer supervisory support to issuers seeking assurance, prior to admission to listing, that they are within the scope of the FCA’s guidance for the disapplication of the presumption of suspension.

Please click here to read the full alert memorandum.