S&C Critical Insights

FTC Authority To Obtain Monetary Relief May Be Under Threat

In this episode of S&C’s Critical Insights podcast series, Alex Willscher, deputy managing partner of the Firm’s Criminal Defense and Investigations Group, is joined by Judd Littleton, co-head of the Firm’s Appellate Practice. Alex and Judd discuss a Supreme Court case from this Term, AMG Capital Management, LLC v. FTC, which concerns what the Federal Trade Commission describes as two of its most important and effective enforcement tools—restitution and disgorgement. They cover how the FTC has historically pursued monetary penalties to combat alleged violations of the FTC Act and what the ruling might mean for the agency’s enforcement strategy going forward.

For more information on this topic, read Alex and Judd’s recent expert analysis in Law360, here.

Mixed-use Arena and Stadium District Real Estate Development

In this episode of S&C’s Critical Insights podcast series, Pavan Surapaneni, partner in S&C’s Sports & Entertainment Group and Commercial Real Estate Group, is joined by associate Rich Le Page to discuss investments by professional sports teams in mixed-use arena and stadium district real estate development projects. As a growing number of teams in each of the major professional sports leagues continue to take leading roles in mixed-use projects, Pavan and Rich explore why these projects might be attractive to teams. They also provide key considerations for a team once it decides to get involved in a project and what the future might look like for these projects in general.

Annual Overview of Activism Trends

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer, co-head of S&C’s Corporate Governance & Activism Practice, and associate Lauren Boehmke provide an overview of U.S. activism trends they expect to persist into 2021. They cover the impact of the COVID-19 pandemic on activism campaigns in the spring of 2020 and look forward to how companies might get back to “business as usual” in the new year. They also discuss the convergence of strategy between activist investors and private equity funds, who are increasingly willing to borrow from each other’s playbooks. Finally, they explore how activists might look to capitalize on the ESP trend that has dominated corporate governance discourse among institutional investors. 
 
Download S&C’s 2020 U.S. Shareholder Activism Review

Our Commitment to Pro Bono Work

An Overview of the Equator Principles 4

In this episode of S&C’s Critical Insights podcast series, Inosi Nyatta, co-head of S&C’s global Project Development & Finance practice, and associate Sarah Mishkin discuss the Equator Principles, one of the most widely adopted environmental, social and governance (ESG) standards in the financial sector. Inosi and Sarah provide an overview of Equator Principles 4, released October 1, 2020.

 

Inosi and Sarah also explore key changes arising under the updated Equator Principles, as the focus on ESG considerations grows. Finally, they discuss how project sponsors and developers might adapt to the updated Equator Principles, as more stringent environmental and social responsibility requirements now apply to a wider range of projects and financing transactions.

Treasury Department Advisories on Ransomware Attacks

In this episode of S&C’s Critical Insights podcast series, Nicky Friedlander, co-head of S&C’s Cybersecurity Practice, and Eric Kadel, co-head of the Firm’s Economic Sanctions and Financial Crime practice, are joined by associate Trevor Chenoweth to discuss two recent Treasury Department advisories on payments made in connection with ransomware attacks.

 

Nicky and Eric provide an overview of ransomware, malicious software used by cybercriminals to encrypt computer systems and data until a demand for ransom is paid. They explain the new advisories issued by the Financial Crimes Enforcement Network concerning the need for financial institutions to detect and report ransomware payments, and by the Office of Foreign Assets Control concerning the risks of transacting with sanctioned parties in connection with ransomware attacks.  Nicky and Eric explore why both agencies have released these advisories, what banks should do if they know a requested payment will be made in connection with a ransomware attack, and potential future enforcement in this area.

Project Finance Trends in Latin America

In this episode of S&C’s Critical Insights podcast series, Sergio Galvis, head of S&C’s Latin America practice, Inosi Nyatta, co-head the Firm’s global Project Development & Finance practice and Benjamin Kent, special counsel in the Firm’s General Practice Group, discuss project finance trends in Latin America, with a focus on the mining sector. The group considers what a recovery from the COVID-19 pandemic might look like in the region and explores the direction future financings might take. They also consider the growing influence of ESG criteria on project financings in the region and highlight some of the work S&C has done in this field.

Lessons From the 2020 Proxy Season: Board Diversity

In this episode of S&C’s Critical Insights podcast series, Marc Treviño, co-head of S&C’s Corporate Governance practice and managing partner of its Executive Compensation Group, is joined by Annie Ostrager, co-head of the Firm’s Labor & Employment Group, to discuss lessons from the 2020 proxy season on board diversity.

 

This season was the first time U.S. public companies received a meaningful number of shareholder proposals specifically emphasizing the issue of racial diversity on boards. Marc and Annie highlight why this topic continues to be important for investors and corporate stakeholders. They also explore recent litigation centered on breaches of fiduciary duty and other allegations related to failures to achieve diversity on the board.

 

Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.

Lessons From the 2020 Proxy Season: Human Capital Proposals

In this episode of S&C’s Critical Insights podcast series, Marc Treviño, co-head of the Firm’s corporate governance practice and managing partner of its executive compensation group, discusses how the COVID-19 pandemic and other recent events may increase the prevalence of human capital proposals submitted by shareholders following the 2020 proxy season. Marc explores why more companies are likely to adopt or expand public disclosure on human capital management next year in response to growing pressure from investors and regulators. He also outlines changes to expect for specific categories of human capital proposals, including those related to diversity, arbitration and social capital.

Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.

Lessons From the 2020 Proxy Season: Virtual Shareholder Meetings

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer, M&A partner and co-head of the Firm’s Corporate Governance & Activism Practice, discusses the impact of the COVID-19 pandemic on shareholder meetings for U.S. issuers during the 2020 proxy season, when meetings were largely virtual for the first time. Melissa provides an overview of how companies and stakeholders have reacted to the shift. She also looks ahead to how the evolving expectations of investors might affect the format of meetings in 2021.
 
For more information on this topic, listen to Melissa’s previous podcast on earlier developments in legal requirements for the implementation of virtual shareholder meetings.
 
Click here to learn more about S&C’s 2020 Proxy Season Review and watch our recent webinar.