2019 INSIGHTS – CORPORATE
Deal activity remained resilient in 2018 and is expected to continue to be significant this year. Market volatility at the end of the year is being closely watched and brings with it questions about how factors such as domestic and geopolitical events, trade, interest rates and the decelerated pace of global economic growth will affect the markets.
2019 INSIGHTS – LITIGATION
A number of cases that could carry significant implications for corporations include those on issues that have been percolating in the mass tort and class action litigation arena for several years. Meanwhile, the number of securities litigation cases remains high, and public companies are encountering a rise in shareholder suits following allegations of sexual misconduct in the corporate context.
2019 INSIGHTS – REGULATORY
Businesses in all regulated industries will be watching for shifts in policy and efforts, such as an approach to international trade that could severely constrain Chinese growth and executive actions that, in the absence of bipartisan legislation, could impact the health care industry. In addition, the success of several new features of the U.S. international tax system remains to be determined, as potential global changes in corporate taxation could affect companies' decisions on how to structure cross-border M&A.
2019 INSIGHTS – EUROPE
In Europe, companies are responding to new and developing rules that affect the way they conduct business, including what information they make available early in the IPO process, what foreign investment control mechanisms are being considered and how data protection laws are being enforced under the GDPR.
2019 INSIGHTS – ASIA
All eyes are on the trade tensions between the U.S. and China. Should the countries reach a deal in the ongoing negotiations, it would potentially remove a significant overhang for the capital markets and boost activity.
On the enforcement front, U.S. companies with operations in China should ensure they have a robust compliance infrastructure in place as they navigate different U.S. and Chinese legal requirements.Compliance Investigations in China Take On New Urgency
2019 INSIGHTS – LATIN AMERICA
As with other novel legal and financial risk allocation structures and solutions that have been introduced in the region, representations and warranties insurance made its way into Latin America after first taking root elsewhere. The use of such policies is expected to continue to rise in the coming year, especially in Latin America's most complex, cutting-edge transactions.
SEC Proposes New Rule 163B to Expand ‘Testing-the-Waters’ Communications to All Issuers
On February 19, 2019, the SEC voted to propose a new rule and related amendments under the Securities Act that would expand the permissible use of testing-the-waters communications to all issuers. The proposal is a welcome development that would level the playing field with respect to permissible investor solicitations and represents an additional example of the SEC taking concerted action to encourage public capital formation.
Court Rules in BlackRock’s Favor in Excessive Fee Trial, One of Largest Mutual Fund Cases Ever
Following an eight-day bench trial, the U.S. District Court for the District of New Jersey ruled in favor of certain subsidiaries of BlackRock, Inc. on $1.55 billion in claims brought under Section 36(b) of the Investment Company Act concerning two of BlackRock’s largest mutual funds. BlackRock is the first trial decision on the so-called “subadvisory” or “reverse manager of managers” theory in excessive fee litigation and is one of the largest mutual fund cases ever.
DOJ is Trying to Rein In Franchise No Poach Suits
Partners Boris Bershteyn, Karen Hoffman Lent and Tara Reinhart, as well as associate Zachary Siegler, review the DOJ's efforts to clarify how no-poach agreements should be analyzed under the federal antitrust laws.