Legal News

U.S. merger notification thresholds decline for just the second time; take effect on March 4, 2021. The Federal Trade Commission ("FTC") announced that the Hart-Scott-Rodino ("HSR") Act thresholds will decrease slightly in 2021. These thresholds determine which mergers and acquisitions must be reported to the federal government before consummation. The lower thresholds take effect on March 4, and will remain in effect through early 2022....By: Jones Day

This Jones Day Global Merger Control Update highlights significant changes in merger control regimes in 2020. In this Update, we review: (i) changes in Australia, Belgium, Botswana, Bulgaria, Ecuador, France, Germany, Ireland, Kenya, Nigeria, Peru, Turkey, the United Kingdom, Uruguay, and Vietnam; (ii) adjustments to the current notification thresholds in Argentina, Italy, and the Philippines; and (iii) proposed changes to merger control rules in China, the European Commission, Finland, France,....

The Development: The Bundestag, the German legislature, amended Germany's antitrust laws to include special competition rules for digital platform "companies with overwhelming importance for competition across multiple markets." The amendments, known as the GWB Digitization Act or ARC Amendments, also substantially raise Germany's merger control filing thresholds. The Background: In recent years, the German Federal Cartel Office ("FCO") launched a number of high profile and hotly debated...By:...

On 30 December 2020, the EU and China concluded in principle the negotiations for a wide-ranging investment treaty, the Comprehensive Agreement on Investment ("CAI"), after seven years of discussions. The CAI is expected to replace the existing bilateral investment treaties ("BITs") between China and EU Member States. It is intended to go far beyond investment protection to also cover market access, investment-related sustainable development, and level playing field issues. Both sides are now.....

The Situation: The Australian government has introduced significant changes to its foreign investment review framework. The centrepiece of the changes is an enhanced review of acquisitions of property or businesses which are sensitive to Australia's national security....By: Jones Day

The Situation: Use by outside directors of non-company email accounts or other non-secure platforms to conduct board business risks waiver of the board's privilege. Even if the privilege is maintained, use of such an account or platform invites a challenge to the privilege. The Result: In a recent decision, the Delaware Court of Chancery held that the attorney-client privilege did not apply to a company's communications with its fiduciaries, when those individuals were employees of another...By...

In 2019, the U.S. Court of Appeals for the Second Circuit made headlines when it ruled that creditors' state law fraudulent transfer claims arising from the 2007 leveraged buyout ("LBO") of Tribune Co. ("Tribune") were preempted by the safe harbor for certain securities, commodity or forward contract payments set forth in section 546(e) of the Bankruptcy Code. In In re Tribune Co. Fraudulent Conveyance Litig., 946 F.3d 66 (2d Cir. 2019), petition for cert. filed, No. 20-8-07102020, 2020 WL...By:...

In Fairstone Financial Holdings Inc v Duo Bank of Canada, Koehnen J. of the Ontario Superior Court of Justice (Commercial List) had the opportunity to further the limited jurisprudence on material adverse change/material adverse effect (MAE) clauses. Unsurprisingly, this jurisprudence has become more prominent as a result of the suddenness and uncertainty of the COVID-19 pandemic. In this decision, Koehnen J. considered the applicability of an MAE clause and other covenants in a share purchase.....

The Code Committee ("Code Committee") of the UK Takeover Panel ("Panel") has published a consultation paper proposing a number of amendments to the City Code on Takeovers and Mergers ("Code") which, if adopted, will mark a significant departure from the current rules. The Code Committee is inviting responses to the consultation paper by 15 January 2021 and expects to publish the final amendments to the Code in spring 2021. Please see full White Paper below for more information....By: Jones Day

On November 12, 2020, President Trump issued an Executive Order titled "Addressing the Threat from Securities Investments that Finance Communist Chinese Military Companies," which will prohibit U.S. persons from participating in certain types of "transactions" involving securities of "Communist Chinese military compan[ies]" beginning January 11, 2021. On November 12, 2020, President Trump issued an Executive Order titled "Addressing the Threat from Securities Investments that Finance Communist....