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
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Fifth Circuit Pauses District Court CTA Injunction; FinCEN Extends Filing Deadline to January 13, 2025
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…
The German M&A Market – 2024
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
…
DOJ Appeals CTA Injunction; FinCEN Suspends Filing Requirement
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. …
Federal District Court Enjoins Enforcement of U.S. Corporate Transparency Act
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…
Green Bonds and Global Pledges: Unpacking COP28’s Impact
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.…
The UAE Government Clarifies Rules Applicable to Private Joint Stock Companies
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]…
The German M&A Market – Q3/2024
Please click here for the latest edition of the Cleary Gottlieb M&A Telegram for Germany.
Delaware Court of Chancery Finds Buyer Failed to Use Commercially Reasonable Efforts in Pharma Milestone Payment Case
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,…
District Court Holds Missouri’s “Anti-ESG” Rules are Preempted by Federal Law, Violate First Amendment, and are Unconstitutionally Vague[1]
On August 14, 2024, the U.S. District Court for the Western District of Missouri (the “District Court”) issued a decision ordering a permanent injunction against rules promulgated by the Missouri Securities Division, colloquially referred to as Missouri’s “Anti-ESG” Rules, requiring that broker dealers and investment advisers disclose to and obtain written consent from customers if…