The following is part of our annual publication Selected Issues for Boards of Directors in 2025. Explore all topics or download the PDF.

Heading into 2025, boards of directors must be prepared to address both rising concerns around executive security costs and new Securities and Exchange Commission (SEC) disclosure rules relating to the timing of option and stock appreciation right (SAR) awards. We discuss the issues directors should consider below.

Continue Reading Focus on SEC Executive Compensation Disclosure Obligations in 2025: Security Costs and New Item 402(x)

On December 26, the U.S. Court of Appeals for the Fifth Circuit vacated the previous grant of a stay of the injunction enjoining enforcement of the Corporate Transparency Act (CTA) and beneficial ownership reporting rule.  As a result, the nationwide preliminary injunction originally granted by the district court is once again in effect pending consideration of the DOJ’s appeal by the Fifth Circuit’s merits panel.

Continue Reading Fifth Circuit Reinstates CTA Injunction Pending Oral Arguments in March; FinCEN January 13 Deadline on Hold

In our prior notes of December 4, 9, and 13, 2024, we reported that (1) a district court in Texas issued a nationwide injunction halting implementation of the Corporate Transparency Act (CTA), (2) the Financial Crimes Enforcement Network (FinCEN) acknowledged that companies need not file CTA mandated disclosures while that injunction remained in effect. Subsequently, the U.S. Department of Justice (DOJ) moved to stay the injunction pending appeal. The district court rejected that motion, but on December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s motion, staying the district court’s injunction and expediting briefing of the appeal. In so doing, the Court concluded that the government had “made a strong showing that it is likely to succeed on the merits in defending CTA’s constitutionality.” In addition, the Court rejected the plaintiffs’ warnings that “lifting the . . . injunction days before the compliance deadline would place an undue burden on them,” reasoning that the plaintiffs filed suit only months ago and the injunction had been in place mere weeks, whereas businesses have had “nearly four years . . . to prepare since Congress enacted the CTA, as well as the year since FinCEN announced the reporting deadline.”

Continue Reading Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025

The Cleary Gottlieb M&A Telegram published at the end of 2024 confirms:

  • Large transactions dominate the picture in 2024
  • Consolidation in the financial services sector ongoing
  • German companies invest in the US – Foreshadowing the coming year
  • Cautious opening of the IPO market
  •  Industrial policy on standby
  • What to expect – Optimism for the 2025 German M&A Market
Continue Reading The German M&A Market – 2024

As outlined in our prior update, on December 3, 2024, a Texas federal district court issued a preliminary injunction that temporarily blocks the Corporate Transparency Act (CTA) and its implementing regulations from taking effect nationwide. 

Continue Reading DOJ Appeals CTA Injunction; FinCEN Suspends Filing Requirement

We want to make you aware that yesterday, a Texas federal district court issued a nationwide preliminary injunction temporarily blocking the effectiveness of the Corporate Transparency Act (CTA) and its implementing regulations, which require certain companies (including certain non-U.S. companies registered to conduct business in the United States) to disclose beneficial ownership information to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury.

Continue Reading Federal District Court Enjoins Enforcement of U.S. Corporate Transparency Act

The United Arab Emirates (“UAE”) hosted the 28th United Nations Climate Change Conference (“COP28”). Experts described COP28 as “the most important COP since the Paris Agreement,”[1] partly due to its location in one of the world’s ten largest oil producing countries.[2] With over 95,000 delegates, COP28 was the largest COP conference to date.[3]

Continue Reading Green Bonds and Global Pledges: Unpacking COP28’s Impact

On July 30, 2024, the Ministry of Economy (the “Ministry”) of the United Arab Emirates (“UAE”) issued Ministerial Decision No. 137 of 2024 concerning the operation of the registrar of private joint stock companies (“PrJSCs”) and regulations and governance applicable to such companies (the “Decision”).[1]

Continue Reading The UAE Government Clarifies Rules Applicable to Private Joint Stock Companies

Earnout provisions in acquisition agreements can be a useful tool in bridging the valuation gap by deferring portions of the purchase price until certain post-closing milestones are achieved, and they are particularly common in developmental-stage pharmaceutical transactions.  Practitioners should take note of the September 5, 2024 opinion in Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., in which the Delaware Court of Chancery held a buyer, Alexion, liable for breach of contract both for its failure to use commercially reasonable efforts to achieve milestones for which future earnout payments may have become due and for its failure to pay an earned milestone payment to selling securityholders of Syntimmune, Inc.[1]

Continue Reading Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case