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Service: M&A/Securities/Corporate Governance
April 8, 2013 Briefing SEC Approves Social Media Postings for Disclosure of Material Corporate Information
Recognizing the growing influence and reach of social media, the SEC announced on April 2, 2013 that public companies may use social media outlets such as Facebook and Twitter to disclose material non-public information in compliance with Regulation FD under the Securities Exchange Act of 1934.
April 2, 2013 Newsletter Corporate and Business Law Update – London Calling - Spring 2013
Winston & Strawn London Corporate and Business Law Update contains some of the key changes for those operating or contemplating operating in the United Kingdom.
January 7, 2013 Newsletter Antitrust and Competition–The EU Weekly Briefing, Vol. 1, Issue 9
Antitrust and Competition – The EU Weekly Briefing is designed to provide timely updates on recent European Union competition law by including a short description of, and links to, recent developments.
December 12, 2012 Briefing Delaware Court Enjoins “Don’t Ask/Don’t Waive” Standstill Provision
On November 27, 2012, in a significant decision for those engaged in competitive acquisitions, the Delaware Court of Chancery enjoined a standstill provision in a confidentiality agreement that would prohibit a potential bidder from privately asking a public company target, which had signed a merger agreement with another bidder, to waive provisions of a confidentiality agreement that limited the potential bidder’s ability to communicate with the target.
December 10, 2012 Newsletter Antitrust and Competition–The EU Weekly Briefing, Vol. 1, Issue 7
Antitrust and Competition – The EU Weekly Briefing is designed to provide timely updates on recent European Union competition law by including a short description of, and links to, recent developments.
November/December 2012 Article The People Decide
Firm Authors: Larry Kiern
April 5, 2012 Briefing President Signs the Jumpstart Our Business Startups Act
Today the President signed into law the Jumpstart Our Business Startups Act (JOBS Act), H.R. 3606.
June 30, 2011 Briefing DOJ Issues Updated Merger Remedies Policy Guide
Firm Authors: David E. Dahlquist
On June 17, 2011, the U.S. Department of Justice’s Antitrust Division issued an updated version of its policy guide to merger remedies, the first such revision since the original guide was issued in October 2004.
April 28, 2011 Newsletter Greater China Law Update April 2011
Winston & Strawn's Greater China Law Update is a publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
February 22, 2011 Briefing China Issued Rules for National Security Review of M&As by Foreign Investors
On February 12, the State Council General Office issued a circular on “the Establishment of a Mechanism for National Security Review of Foreign Mergers and Acquisitions of Domestic Enterprises,” which takes effect 30 days after the issuance of the Circular.
February 21, 2011 Briefing Delaware Court Issues Key Takeover Rulings
The Delaware chancery court recently issued two opinions that are important to the boards of public companies involved in takeover bids.
February 9, 2011 Article State Bankruptcies: Cure-All Or Bad Medicine For Muni Market?
Firm Authors: Lawrence A. Larose
January 2011 Article New Investment Adviser Requirements of the Dodd-Frank Act: What CPAs Should Know
August 11, 2010 Article Commentary: To Be (Uniform) or Not To Be (Uniform)--That is the Question
August 9, 2010 Article Get Ready For Large Trader Reporting
July 22, 2010 Briefing SEC Seeks Comments on U.S. Proxy System
On July 14, 2010, the Securities and Exchange Commission approved the issuance of a long-anticipated concept release concerning the U.S. proxy system.
April 9, 2010 Article Refinancing Cliff: The Risks of Risk Retention
Firm Authors: Patrick M. Hardiman, Ronald H. Jacobson
March 5, 2010 Article Investor Protection Principles
January 2010 Article Companies May Avoid Regulation FD Enforcement Proceedings
Firm Authors: James J. Junewicz
December 23, 2009 Newsletter Greater China Law Update December 2009
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
November/December 2009 Article Working to Get More Seats at the Table
Firm Authors: Christine A. Edwards
September 23, 2009 Newsletter Greater China Law Update September 2009
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
August 4, 2009 Briefing The Cuban Case and Confidential Disclosures by Public Companies
The recent U.S. district court opinion in SEC v. Cuban, although unlikely to significantly alter corporate practices, is a useful reminder of best practices for corporations and their advisors and shareholders when giving and receiving confidential information.
August 2009 Article Rebirth of the Securitization Market
Firm Authors: M. David Galainena, Marvin J. Miller Jr., Michael T. Mullins
July 2009 Article Chinese Manufacturers: Remedies and Strategies When Dealing with Financially Distressed Buyers in the U.S.
Firm Authors: Simon C.M. Luk
July 1, 2009 Briefing SEC Seeks Public Comment on Proposed Shareholder Proxy Access Rules
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
May 2009 Article Verification or Conviction
April 7, 2009 Newsletter Greater China Law Update April 2009
Winston & Strawn's Greater China Law Update is a bi-monthly publication covering relevant legal, financial, and economic topics that affect the Chinese and Hong Kong marketplaces.
January 8, 2009 Briefing Reporting Requirements for Foreign Direct Investment in the United States
The U.S. Department of Commerce has long established reporting requirements for foreign direct investment in the United States. These reporting requirements are currently receiving more attention and may be the subject of increased enforcement.
November 20, 2008 Briefing Treasury Releases Revised Regulations for Expanded “Exon-Florio” Review
On November 14, 2008, as a result of calls to increase government oversight of transactions affecting national security, the Office of Investment Security of the Department of the Treasury issued new regulations affecting the Exon-Florio review process and foreign direct investment in the United States.
November 18, 2008 Speech Brian Shafer Speaks About Potential Liabilities for Board Members of Private Equity-Backed Companies
Firm Authors: Brian M. Schafer
May 2008 Article Insurance Coverage Transferability in Mergers and Acquisitions: Documenting the Acquiree’s Historical Coverage May Not Be Enough
Firm Authors: Scott P. DeVries, Yelitza V. Dunham, Scotia J. Hicks
March 3, 2008 Article The Credit Roundtable’s Proposals to Improve Covenant Protections in the Investment-Grade Bond Market
Firm Authors: James J. Junewicz, David A. Sakowitz
January 10, 2008 Briefing The Credit Roundtable’s Proposals to Improve Covenant Protections in the Investment-Grade Bond Market
The recent downturn in the credit markets has led bond investors to call for stricter covenant packages. As we discussed in our September 2007 briefing, “Recent Developments in Debt Financing,” the downturn has raised questions about the permanence of some of the more borrower-friendly innovations that have recently emerged (such as “covenant-lite” loans and “PIK-toggle” bonds).
October 2007 Article The Personal Liability of Audit Committee Members: How Real is the Risk?
Firm Authors: Christine A. Edwards
September 12, 2007 Briefing Recent Developments in Debt Financing
The surge in M&A activity over the past year, particularly by private equity firms, has spawned several important developments in the debt markets.  “Change of control” puts have migrated from high-yield bonds to investment grade bonds to protect investors in the case of ratings downgrades after mergers.
July 2007 Article Regulatory Risks and the Context of Continuing Education
Firm Authors: Christine A. Edwards
June 4, 2007 Article Good Corporate Behavior Redux – The Federal Self-Evaluative Privilege
Firm Authors: Christine A. Edwards
Non-Firm Authors: John Court
November 30, 2006 Briefing NASD and NYSE Group Announce Plan to Consolidate Regulation of Securities Firms
On November 28, 2006, NASD and the NYSE Group, Inc. (NYSE) announced the signing of a letter of intent calling for the consolidation of their respective member regulation operations into a new self-regulatory organization (SRO).
June 15, 2006 Briefing Stock Option Award Timing: A Hot Button Issue
Recently, the news media have been awash in stories regarding the alleged “backdating” of stock option grants—primarily to high-level executives—by publicly traded companies. Although the controversy has its roots in an SEC investigation dating back to 2005, the issue gained prominence following a March 18, 2006, Wall Street Journal analysis and numerous ensuing investigations by the SEC and the Department of Justice.
February 10, 2006 Briefing 2006 SEC Proposal on Executive Compensation Disclosure
The Securities and Exchange Commission recently issued its release on Executive Compensation and Related Party Disclosure proposing wide-ranging amendments to disclosure requirements for executive compensation and providing interpretive guidance as to whatare perquisites under the current disclosure regime.
January 12, 2006 Briefing Decision Issued on Implementing Sarbanes-Oxley Whistleblowing Procedures in France
France has recently adopted a decision aimed at resolving a conflict of laws facing companies with operations in France subject tothe Sarbanes-Oxley Act (the Act). This briefing explains the conflict that gave rise to this decision, its substantive scope, and the related labor law considerations.
October 2005 Article Canada: Law Firms; Canada - U.S. Cross Border Income Trusts and Income Securities: Going Public In Canada
Winter 2005 Article Increased Scrutiny on Company Disclosure of Environmental Liabilities
Fall 2003 Article The Impact of Sarbanes-Oxley on Environmental Management
Non-Firm Authors: Michael Saul