Cross-Border M&A

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In Stoyas v. Toshiba Corp., a securities class action that has produced a number of notable decisions about the application of the federal securities laws to unsponsored ADRs, the Ninth Circuit recently declined to review the district court’s ruling denying to certify a class.  In doing so, the Ninth Circuit let stand the district court’s novel ruling, which found the relevant named plaintiff to be an atypical class representative after determining that it had purchased the unsponsored ADRs in foreign transactions.[1]
Continue Reading Ninth Circuit Denies Class Cert Appeal in Toshiba Securities Litigation Concerning Unsponsored ADRs

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

On Tuesday, January 18th, FTC Chair Lina Khan and DOJ Antitrust Division Assistant Attorney General Jonathan Kanter held a joint press conference in which they announced ambitious plans to review and update the Merger Guidelines, targeting a release of new guidelines before the end of 2022. The most recent guidelines updates occurred after an 18-month…

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

2021 was a pivotal year for European sustainability policy, caught in the implementation of an ambitious agenda. This is expected to continue throughout 2022, when new rules will be finalized and others will enter into force, requiring companies to increase sustainability-related disclosures and due diligence requirements to further the EU Green Deal’s climate transition plans. …
Continue Reading Sustainability Policy Remains Center Stage in Europe

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