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).
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Cross-Border M&A
German Reform Plans regarding Corporate Co-Determination for an SE
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).
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U.S. DOJ and FTC Announce Plan to Revamp Merger Guidelines
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…
Germany Strengthens Corporate Social Responsibility in Supply Chains
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.
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Sustainability Policy Remains Center Stage in Europe
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. …
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UK’s FCA Extends Climate-related Disclosures to Standard Listed Issuers, Including GDR Issuers
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.
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Wide-Ranging New UK National Security Regime Comes Into Force
The National Security and Investment Act 2021, which was passed on 29 April 2021, comes into force today. The new regime, which subjects investments in many companies active in the UK to mandatory review on national security grounds, will be among the most wide-ranging in the world. It represents the most significant change in the…
The German M&A Market in 2021
Read the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
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Gun Jumping in M&A: General Court Judgment Affirms Strict Approach in Altice
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…
UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private Companies
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.
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