S&C Critical Insights

Three Corporate Tax Changes Under the Inflation Reduction Act

: In this episode of S&C’s Critical Insights, Davis Wang and Isaac Wheeler, co-heads of S&C’s Tax Group, are joined by Lauren Boehmke, partner in the Firm’s M&A practice, to discuss the recently enacted Inflation Reduction Act and a few of its key impacts on companies and corporate transactions.

 

They analyze three key changes introduced by the Act: the corporate minimum tax, the one percent buyback tax and clean energy initiatives. 

 

Supreme Court Business Review: Viking River Cruises v. Moriana and Southwest Airlines Co. v. Saxon

In the fourth episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton, Julia Malkina and Morgan Ratner are joined by partners Diane McGimsey and Annie Ostrager to discuss two employment arbitration cases from the past term and their implications for employers.

In Viking River Cruises v. Moriana, the Supreme Court held that the Federal Arbitration Act preempts a California Supreme Court ruling insofar as it prohibits bringing certain state law claims to arbitration and reaffirmed that no party can be made to arbitrate a claim without expressly agreeing to do so. In Southwest Airlines Co. v. Saxon, the Court held that certain airline workers, baggage handlers and some of their supervisors, qualify for an exemption under Section 1 of the FAA for workers involved in interstate commerce or the transportation of goods or people.

S&C Critical Insights – Impact of Illumina/GRAIL on M&A Deals Going Forward

In this episode of S&C’s Critical Insights, Melissa Sawyer, the Global Head of S&C’s M&A practice, is joined by the Co-Heads of the Firm’s Antitrust group, Renata Hesse and Juan Rodriguez, to discuss recent developments surrounding the vertical merger of Illumina and GRAIL, which make DNA sequencing devices and blood-based tests for cancer screening, respectively.

 

In the United States, an administrative law judge recently denied the Federal Trade Commission’s request to prohibit the transaction on competition grounds. In Europe,  the European Commission opened a highly publicized suspensory investigation into the transaction, which is seen as a test case for the EC’s recently revised policy on reviewing mergers that do not require mandatory reporting to the EC. The partners discuss these developments and how they might impact M&A deals going forward, especially in the pharmaceutical and tech sectors.

Impact of Proposed European Union ESG Laws and Regulations on non-EU Issuers

In this episode of S&C’s Critical Insights, Paris partner Olivier de Vilmorin, London partner John Horsfield-Bradbury and London associate Sarah Mishkin discuss the unexpected ways that the European Union’s new ESG laws and regulations may affect U.S. and other non-EU companies. They discuss how the laws will apply to certain companies with EU-listed securities or whose operations in the EU meet certain thresholds.

 

They also touch on how the new climate-related disclosure requirements proposed by the U.S. Securities and Exchange Commission compare to the new EU laws.

Recent Developments Concerning ESG-Labelled Bonds and ESG Ratings

In this episode of S&C’s Critical Insights, Vanessa Blackmore, Kirsten Rodger and Sam Saunders take a look at recent developments in the regulation of ESG-labelled bonds and ESG data and rating services, focusing in particular on recent UK regulatory statements signaling that use of proceeds frameworks are likely to be subject to enhanced regulatory scrutiny. They also touch on ESG developments globally, noting that international businesses are likely to find themselves facing multiple, complex ESG reporting requirements, with the potential for increased regulatory scrutiny and liability for misstatements. 

Supreme Court Business Review: ZF Automotive v. Luxshare, Badgerow v. Walters and Morgan v. Sundance

In the third episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton, Julia Malkina and Morgan Ratner are joined by partner Andrew Finn, the coordinator of S&C’s International Arbitration and Global Dispute Resolution Group, to discuss three arbitration cases that the Supreme Court decided last Term and the key takeaways from those decisions for businesses.

S&C Critical Insights – Supreme Court Business Review: Cassirer v. Thyssen-Bornemisza Collection Foundation

In the second episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton, Julia Malkina and Morgan Ratner are joined by Sharon Cohen Levin, former head of the Money Laundering and Asset Forfeiture Unit in the U.S. Attorney’s Office for the Southern District of New York, to discuss the Supreme Court’s recent decision in Cassirer v. Thyssen-Bornemisza Collection Foundation.

The decision addresses the correct choice-of-law rule in a dispute between the family of a German Jewish woman who surrendered a painting to the Nazi regime in 1939 to obtain an exit visa and the Spanish museum that currently displays it. 

Sharon brings unique insight to this area of law and explains the legal landscape for heirs seeking restitution of property looted as part of severe violations of international law. She also discusses the implications of the Court’s decision for the Foreign Sovereign Immunities Act more generally.

S&C's Appellate Practice

Led by former Acting Solicitor General of the United States Jeffrey Wall—who has argued more than 30 times before the U.S. Supreme Court—and drawing on the experience of 17 former U.S. Supreme Court clerks and more than 80 former federal circuit court clerks, S&C’s Supreme Court and Appellate Practice adeptly handles challenging and high-profile appeals around the country. Our Supreme Court and Appellate lawyers collectively have significant experience before the Supreme Court and scores of other federal and state courts of appeals.

Supreme Court Business Review: Introduction, NFIB v. OSHA and West Virginia v. EPA

In this episode of S&C Critical Insights, Judd Littleton, Julia Malkina and Morgan Ratner introduce the third annual podcast series accompanying S&C’s Supreme Court Business Review. The Review summarizes the decisions from each Term that are most relevant to business leaders, and offers practical guidance on the implications of those decisions.

Judd, Julia and Morgan preview upcoming episodes and discuss two closely watched administrative law decisions from this Term. The first is National Federation of Independent Business v. OSHA, in which the Court considered whether the Occupational Safety and Health Administration had the authority to implement a national COVID-19 vaccine mandate. The second is West Virginia v. EPA, in which the Court considered whether the Environmental Protection Agency had the authority to issue the Clean Power Plan, which established carbon dioxide emissions limits for coal power plants. They also briefly touch on the Court’s decision in American Hospital Association v. Becerra, in which the Court declined to address the continued viability of the Chevron doctrine in a case addressing how the Department of Health and Human Services sets drug reimbursement rates for hospitals treating Medicare patients.

S&C's Supreme Court and Appellate Practice

Led by former Acting Solicitor General of the United States Jeffrey Wall—who has argued more than 30 times before the U.S. Supreme Court—and drawing on the experience of 17 former U.S. Supreme Court clerks and more than 80 former federal circuit court clerks, S&C’s Supreme Court and Appellate Practice adeptly handles challenging and high-profile appeals around the country. Our Supreme Court and Appellate lawyers collectively have significant experience before the Supreme Court and scores of other federal and state courts of appeals.

Recent De-SPAC Transactions in Europe

In this episode of S&C’s Critical Insights, Olivier de Vilmorin, Carsten Berrar, Ben Perry and Richard Pollack discuss recent de-SPAC transactions in Europe, highlighting the latest de-SPAC trends in Germany, France and the U.K. They also discussed some of the regulatory uncertainty affecting the SPAC market in the United States.

Recent Developments in U.S. Privacy Law at the State Level

In this episode of S&C’s Critical Insights, Ryan Logan and Matt Rosenberg discuss recent developments in U.S. privacy law at the state level, including Connecticut’s Act Concerning Personal Data Privacy and Online Monitoring and the Utah Consumer Privacy Act.

 

Ryan and Matt highlight some key distinctions in these laws, including their scope and applicability, the rights granted to individuals with respect to their personal information, and compliance obligations imposed on companies that collect personal information from individuals in these states.  Finally, they discuss current trends in state privacy laws and possible future developments.

 

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