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Introducing Quorum - April 2024
April 10, 2024
Partner | Corporate
Law Clerk | Corporate

On March 6, 2024, the U.S. Securities and Exchange Commission (the SEC) finalized and adopted rules on climate-related disclosures for public companies, including foreign private issuers, which are less onerous than the original proposed rules published by the SEC two years ago but impose significant new reporting obligations on public companies.

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Senior Counsel | White Collar Defense and Investigations
Special Counsel | Corporate

The Corporate Transparency Act (the CTA), which recently became effective on January 1, 2024, requires many domestic and foreign companies doing business in the United States to file a beneficial ownership report with the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCen). However, a recent decision by an Alabama District Court found the CTA unconstitutional in part because the law “exceeds the Constitution’s limits on the legislative branch” and thus is neither necessary or proper to achieve Congress’ policy goals.

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Partner | Global Litigation
Associate | Corporate

The Delaware Court of Chancery decided two cases recently that may have a significant impact on future corporate action, in each stressing the need for corporate actors to follow statutory requirements, even when in potential tension with market practice. In a decision that may cause controlled companies to revisit existing stockholders agreements, the Delaware Court of Chancery in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. found certain terms in Moelis & Co.’s stockholders agreement with its founder to be facially invalid.   

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Partner | Corporate
Associate | Corporate

In another impactful decision, the Delaware Court of Chancery in Sjunde AP-Fonden v. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that the board violated Section 251 of the DGCL in approving Activision Blizzard, Inc.’s merger with Microsoft, Corp.  As with Moelis, the Court recognized the market practice that sophisticated parties may continue to negotiate and finalize agreements and disclosure schedules “up until the moment a deal closes, if not beyond” but noted that “[w]here market practice exceeds the generous bounds of private ordering afforded by the DGCL, then market practice needs to check itself.”

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Key Contacts

 

Richard M. Brand
Co-Chair
T. +1 212 504 5757
richard.brand@cwt.com

William P. Mills
Co-Chair
T. +1 212 504 6436
william.mills@cwt.com

Stephen Fraidin
Partner
T. +1 212 504 6600
stephen.fraidin@cwt.com

Erica Hogan
Partner
T. +1 212 504 6645
erica.hogan@cwt.com

Kiran S. Kadekar
Partner
T. +1 212 504 6404
kiran.kadekar@cwt.com

Andrew J. O'Brien
Partner
T. +1 212 504 6414
andrew.obrien@cwt.com

Gregory P. Patti
Partner
T. +1 212 504 6780
greg.patti@cwt.com

Michael D. Pinnisi
Partner
T. +1 212 504 6413
michael.pinnisi@cwt.com

Daniel P. Raglan
Partner
T. +1 212 504 6790
daniel.raglan@cwt.com

Nick Ramphal
Partner
T. +1 212 504 6049
nick.ramphal@cwt.com

Joanna Valentine
Partner
T. +44 (0) 20 7170 8640
joanna.valentine@cwt.com

 

Peter F. Bariso
Special Counsel
T. +1 212 504 6535
peter.bariso@cwt.com

Richard Rowe
Special Counsel
T. +1 212 504 6534
richard.rowe@cwt.com

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