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ling-gwuh ni-gō-tē: the language of business

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Hart-Scott-Rodino Filing Thresholds Jump Significantly in 2024

Effective March 6, 2024, the minimum dollar thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and its rules and regulations (the HSR Act) will increase by over $8 million. The thresholds determine whether companies are required to notify federal antitrust authorities before consummating a transaction. The increased…

SEC Stays Disclosure Rules Related to Issuer Share Buybacks

On June 21, 2023, we published a lingua negoti blog post reviewing the SEC’s adoption of final rules designed to strengthen disclosures about a company’s repurchases of its own shares. On October 31, 2023, the U.S. Court of Appeals for the Fifth Circuit issued an opinion in Chamber of…

SEC Adopts New Rules Requiring Investment Advisers to Private Funds to Make Certain Disclosures and Avoid Certain Practices

The Securities and Exchange Commission (“SEC”) has adopted rule changes focusing on investment advisers to private funds, such as hedge funds, private equity funds, and venture capital funds. Despite the focus on advisers to private funds, one of the changes applies to all investment advisers registered under the Investment Advisers…

SEC Adopts Final Cybersecurity Disclosure Rules

On July 26, 2023, the Securities and Exchange Commission (“SEC”), by a 3-2 vote, approved new disclosure rules designed to enhance and standardize disclosures regarding cybersecurity risk management, strategy, governance, and incidents by public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934.…

SEC Adopts Disclosure Rules Related to Issuer Share Buybacks

On May 3, 2023, the Securities and Exchange Commission (“SEC”) adopted by a 3-2 party-line vote final rules designed to strengthen disclosures about an issuer’s repurchases of its own shares. The adopting release is available at the SEC’s website here.

As we have written in the past, share buybacks…

Failure Is Not an Option: Practical Advice for Directors Entrusted With Overseeing Corporations

In the seminal opinion Meinhard v. Salmon, future Supreme Court Justice Benjamin N. Cardozo wrote, “Joint adventurers, like copartners, owe to one another … the duty of the finest loyalty. … A trustee is held to something stricter than the morals of the marketplace. Not honesty alone, but the punctilio of…

Bringing an End to Gamesmanship

Times of crisis bring out either the good in people or the bad in people.

Multiple times during the Panic of 1907, J.P. Morgan was called upon to help avert disaster. In one particularly noteworthy episode, Morgan summoned the presidents of the largest New York City banks to raise $25…

Adapting to Disruption in M&A Deals in an Era of Volatility

As disruptive as the current M&A landscape has been, deal practitioners have seen and successfully navigated similar disturbances before. Doing so is never easy, however, especially during dark days like March 16, 2020, when the Dow Jones Industrial Average sharply dropped 2,997 points due to COVID-19. Many presumed that deal…

Jayne Juvan Shares Key Trends for Private Equity with Business Insider

On December 29, Business Insider detailed three key trends for private equity in 2022, including insights from Jayne Juvan on re-evaluating the terms and conditions in deal contracts.

Jayne noted that some private equity firms have wanted to be more involved with the operations of potential portfolio companies in the interim period between signing…

SEC proposes rule amendments related to Rule 10b5-1 trading plans

On December 15, 2021, the SEC proposed amendments that add new conditions to the availability of the affirmative defense under Rule 10b5-1 to insider trading liability and new disclosure requirements under Rule 10b5-1 for trading plans.

Since 2000, Rule 10b5-1 has provided company insiders with a helpful tool to be…