On December 7, 2021, the Social Democrats (SPD), the Greens (BÜNDNIS 90/DIE GRÜNEN) and the Free Democrats (FDP) concluded the coalition agreement for the 20th legislative period of the German Parliament (2021 until 2025), in which they announced, inter alia, their intention to amend the German corporate co-determination law and to extend the scope of application of the German One-Third Participation Act (Drittelbeteiligungsgesetz).
Continue Reading German Plans to Extend the Scope of Corporate Co-Determination Rights for Employees

On December 7, 2021, the Social Democrats (SPD), the Greens (BÜNDNIS 90/DIE GRÜNEN) and the Free Democrats (FDP) concluded the coalition agreement for the 20th legislative period of the German Parliament (2021 until 2025), in which they announced, inter alia, their intention to implement changes to corporate co-determination law to prevent the current practice seeking to avoid the applicability of corporate co-determination rights for employees by changing the company’s legal form into an SE (Societas Europaea).
Continue Reading German Reform Plans regarding Corporate Co-Determination for an SE

The European Union’s Sustainable Financial Disclosure Regulation, in force since March 2021, was the first effort made globally to regulate transparency on ESG in the asset management industry.

Similar rules are now being adopted all across the globe. This alert memorandum provides an updated snapshot.

Please click here to read the full alert memorandum.

With effect as from January 1, 2023, the German Supply Chain Act dated July 16, 2021 (Gesetz über die unternehmerischen Sorgfaltspflichten in Lieferketten – Lieferkettensorgfaltspflichtengesetz) will enter into force.

Undertakings of a particular size shall take responsibility for, and implement diligence standards with respect to, human rights-related and environmental risks in supply chains.  An undertaking which is subject to the German Supply Chain Act, but not in compliance with the requirements stipulated thereunder, may face significant sanctions.
Continue Reading Germany Strengthens Corporate Social Responsibility in Supply Chains

The UK’s Financial Conduct Authority (FCA) recently published its Policy Statement on “Enhancing climate-related disclosures by standard listed companies”.[1] This follows a consultation carried out by the FCA in June 2021. The FCA has decided to extend the climate-related disclosure requirements that currently apply to UK premium listed commercial companies to (1) issuers of standard listed shares and (2) issuers of Global Depositary Receipts (GDRs) representing equity shares.[2] We expect this to have particular implications for GDR issuers, which may be required to grapple with climate-related disclosure requirements for the first time as a result of the new rules.
Continue Reading UK’s FCA Extends Climate-related Disclosures to Standard Listed Issuers, Including GDR Issuers

On December 15, 2021, the SEC issued for public comment two separate proposals that will, if adopted, significantly affect how corporate directors, officers and employees trade securities of their companies and how companies repurchase their own shares.

This memorandum walks through the two proposals in turn and concludes with some general takeaways and possible issues

Last week, the Financial Crimes Enforcement Network (“FinCEN”) of the Department of the Treasury announced a Notice of Proposed Rulemaking (“NPRM”) to implement the beneficial ownership reporting requirements of the Corporate Transparency Act (“CTA”), part of the Anti-Money Laundering Act of 2020.  This legislation requires a range of U.S. legal entities, and non-U.S. legal entities

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 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