As we head further into 2025, the landscape of SEC exams and enforcement is poised for significant shifts. How will the SEC adapt to emerging trends and evolving market dynamics? In the first issue of Beyond the Deal in 2025, four of our regulatory lawyers weigh in on what to expect. From new regulatory priorities
Enforcement
U.S. District Court Enjoins Enforcement of the Corporate Transparency Act
On December 3, 2024, the United States District Court for the Eastern District of Texas issued a nationwide injunction against enforcement of the Corporate Transparency Act (the “CTA”). The Court found that without an injunction, compliance with the CTA will “almost certainly” cause “substantial, incompensable monetary costs and constitutional harm” to the plaintiffs. The Court…
Countdown to 2025: New HSR Premerger Disclosure Rules
By John R. Ingrassia & Jennifer C. Ok on
The Federal Trade Commission (FTC) has issued a final rule significantly expanding premerger notification and reporting requirements under the Hart-Scott-Rodino Act (HSR Act). While the scope of reportable transactions remains unchanged, the new rule will dramatically expand the disclosure requirements.
Long-Awaited Revisions to HSR Reporting Rules Set to Take Effect This January
By John R. Ingrassia, Bryan A. Cruz & Jennifer C. Ok on
The Federal Trade Commission (“FTC”) has announced a final rulemaking on a unanimous vote that will expand the reporting requirements for mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The new reporting requirements will go into effect after the new year in mid-January 2025. No changes will be made…
Treasury Department Moves to Expand CFIUS’s Real Estate Jurisdiction & Implement China-Bound Tech Investment Restrictions
By John R. Ingrassia & Bryan A. Cruz on
The U.S. Department of the Treasury (Treasury), as Chair of the Committee on Foreign Investment in the United States (CFIUS), has announced a proposed rule to expand CFIUS’s jurisdiction over real estate transactions by foreign persons. The Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) granted CFIUS authority to review certain real estate transactions in close proximity to United States military installations or certain or facilities or properties of the U.S. Government.
CFIUS Developments Counsel Caution for In-bound U.S. Investment
By John R. Ingrassia & Bryan A. Cruz on
With an eye towards preserving and expanding the gatekeeper role in national security, the Committee on Foreign Investment in the United States (CFIUS) has issued proposed rules to strengthen enforcement.
On April 11, 2024, the U.S. Department of the Treasury, as Chair of CFIUS, announced proposed rules and accepted comment until May 15, 2024, 30 days following publication in the Federal Register on April 15, 2024. The proposed rules strengthen CFIUS regulations and enforcement tools in the following ways.
Key Steps for Fund Managers to Avoid Scrutiny Under the SEC’s Pay-to-Play Rule
The SEC’s recent settlement involving a “pay-to-play” rule violation by a private equity firm is a timely reminder for fund managers, especially with the November elections approaching.
As a refresher, Rule 206(4)-5 of the Investment Advisers Act – known as the “pay to play” rule – prohibits investment advisers from receiving compensation for providing advisory…
UK Signs Hague 2019: New Clarity For Enforcement Of Choice Of Court Clauses In Finance Documents
By Dorothy Murray on
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…