S&C Critical Insights

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. 

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.

 

Visit us at www.Sullcrom.com

Episode 2: Implications of SEC’s Proposed Climate-Related Disclosure Rules

In this episode of S&C’s Critical Insights, Sarah Payne and Cathy Clarkin discuss greenhouse gas emissions disclosures, an important component of the SEC’s highly anticipated climate-related rule proposals. Sarah and Cathy provide an overview of changes that would occur under the new rules, including the mandated disclosure of Scope 1 and 2 greenhouse gas emissions, even if the emissions are not material to the company, required disclosures on a gas by gas basis, and perhaps most significantly, the requirement that accelerated filers and large accelerated filers have their Scope 1 and 2 emissions data covered by an attestation report.

Episode 1: Implications of SEC’s Proposed Climate-Related Disclosure Rules

In this episode of S&C’s Critical Insights, Jay Clayton and Cathy Clarkin provide an overview of the SEC’s highly anticipated climate-related rule proposals. The newly announced rules would require an expansion to both the breadth and the specificity of climate-related disclosures for both U.S. public companies and foreign private issuers. Jay additionally provides his assessment of the proposed rules, which are a significant departure from the SEC’s traditional materiality-based framework of disclosure and represent a move toward a more prescriptive climate-related disclosure regime.

Implications of the SEC’s New Climate Disclosure Proposal for Financial Institutions

In this episode of S&C’s Critical Insights, Michelle Chen and June Hu discuss the SEC’s new climate disclosure proposal and its implications for financial institutions. 

 

On March 21, the SEC released a comprehensive proposal to mandate climate-related disclosures in SEC reporting companies’ annual reports and registration statements. Michelle and June discuss aspects of the proposed rules that will likely have particular implications for financial institutions, especially in light of the increasing focus from financial regulators on climate-related financial risks, as well as financial institutions’ other obligations that may affect their overall climate strategy. 

 

Click here to read S&C’s memo on the proposed rules and key implications for financial institutions.

 

To watch S&C’s webinar on the SEC’s proposed rules and read additional S&C publications on this topic, click here.

 

Visit us at www.sullcrom.com

Risks of Expropriation or Asset Seizure Impacting Global Investors

On this episode of S&C’s Critical Insights, Stewart Robertson and Andrew Finn discuss the rapidly emerging expropriation and asset seizure risks to foreign companies operating in Russia and around the world. 
 
In response to Russia’s invasion of Ukraine, many multinational companies have announced plans to suspend or otherwise scale back their operations in Russia. Russia’s Parliament is currently considering laws that would allow its government to seize assets of those companies or put them under temporary government management.
 
Stewart and Andrew explore the practical steps companies can take and consider in preparing for this type of possible action.

Visit us at www.Sullcrom.com

U.S. Sanctions Considerations for Virtual Currency Industry

In this episode of S&C’s Critical Insights, Katy McArthur and Tony Lewis discuss guidance from the U.S. Office of Foreign Assets Control (OFAC) on complying with U.S. sanctions in connection with virtual assets. The podcast explores the application of OFAC guidance for U.S. and non-U.S. companies and individuals who participate in the virtual currency industry, as well as recent commentary by other U.S. authorities regarding potential “red flags” for the use of virtual currency by those who may be affiliated with sanctioned Russian or Belarusian entities, especially when those entities or agents of those entities may be attempting to evade sanctions.