On 6 March 2024, the European Commission published a letter to the European Securities and Markets Authority (“ESMA”), in which it proposed certain amendments to the draft regulatory technical standards (“Draft RTS”) that ESMA had previously published in relation to Regulation (EU) 2023/606 (the “ELTIF 2 Regulation”).

Please see

The SEC’s recent enforcement settlement involving a fund manager highlights the SEC’s focus on an investor’s “control purpose” triggering the requirement to file on a Schedule 13D as opposed to a short-form 13G. At issue was HG Vora Capital Management’s 5% interest in a public company, and whether it had complied with its obligations to supersede its existing filing with a long-form Schedule 13D filing within 10 days of no longer being “passive.”

Two years after proposing rules on climate change disclosure, the SEC has adopted new rules, predictably by a split 3-2 vote. The adopted rules maintain the core of the original proposals, requiring that both domestic companies and foreign private issuers disclose the actual and potential impacts of climate change as well as management and governance processes to address those impacts. In the face of public comments highlighting the costs, burdens, and practicality of some aspects of the proposals, and political opposition, the SEC materially paired back the proposals, most significantly dropping the requirement to disclose Scope 3 greenhouse gas (GHG) omissions data relating to downstream and upstream sources, such as by vendors and customers. However, as described in our recent report, California’s new rules will require Scope 3 information for companies doing business in California if implemented in their current form.

On March 1, 2024, Judge Liles C. Burke of the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act (the “CTA”) is unconstitutional[1], leaving its future uncertain. The CTA requires reporting companies to report to FinCEN information about their beneficial owners and company applicants and is intended to help prevent and combat money laundering, terrorist financing, tax fraud and other illicit activity.  The ruling enjoined U.S. Department of the Treasury, FinCEN and any other federal agency from enforcing the CTA against the plaintiffs but introduces uncertainty as to the applicability to other reporting companies. 

Welcome to the UK Regulation Round Up, a regular bulletin highlighting the latest developments in UK and EU financial services regulation.

Key developments in February 2024:

29 February

FCA Regulation Round‑up: The UK Financial Conduct Authority (“FCA”) published its regulation round‑up for February 2024.

LIBOR: The FCA published a report containing the outcome of

Implications for CFIUS Reporting and Review

The Executive Branch, through the National Science and Technology Council and the National Security Council, committed in 2020 to identify that are potentially significant to U.S. national security. The 2024 update was released on February 12, 2024. Updated every two years, the CET list is the product of extensive interagency deliberations, and “ …builds upon earlier lists and may inform government-wide and agency-specific efforts supporting U.S. technological competitiveness and national security.”

Background

On 20 February 2024, the United Kingdom’s Financial Conduct Authority (“FCA”) published guidance (the “Guidance”) on the implementation of the Consumer Duty.

The Consumer Duty came into force for “open” products and services (i.e. new and existing products or services that are open to sale or renewal) on 31 July

Effective choice of court clauses (also known as jurisdiction clauses) are central to finance agreements. Reliable, certain process to enforce contractual obligations is essential for cross-border trade and finance transactions. Parties want to be sure that any disputes will be heard not just according to their chosen law but in their chosen forum, and that

In April 2023, we published an overview of the BE-12, a benchmark survey conducted every five years by the Department of Commerce’s Bureau of Economic Analysis (“BEA”) to gather information about foreign direct investment in the United States. BEA also conducts surveys to gather information about United States direct investment abroad. The purpose of this post is to discuss one of those surveys, the BE-11, which has just gone live on BEA’s website and whose due date is approaching on May 31, 2024.

The staff of the Division of Investment Management (the “Staff”) has issued a FAQ pertaining to the rule and form amendments adopted by the Securities and Exchange Commission (the “SEC”) in October 2022, which require open-end mutual funds and exchange-traded funds (“ETFs”, and together with open-end mutual funds, “funds”) registered on Form N-1A to transmit