Legal News

In April 2019, the French Supreme Court opened the way for all workers exposed to asbestos to claim compensation for emotional distress, or "anxiety," caused by the fear of contracting a serious disease, even if claimants cannot demonstrate any...By: Jones Day

The Background: The Securities and Exchange Commission ("SEC") published guidance affecting proxy advisory firms and the investment advisers that rely on them as a follow-up to its November 2018 proxy process roundtable. The Issue: The guidance...By: Jones Day

Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September 9, 2019, the Treasury...By: Jones Day

The Situation It was recently reported that an Australian proxy adviser had queried whether the directors of a substantial Australian Securities Exchange-listed ("ASX") target, DuluxGroup, should have negotiated a Go Shop period as part of agreeing...By: Jones Day

On October 21, 2019, significant changes to New South Wales ("NSW") security of payment laws come into effect with the commencement of the Building and Construction Industry Security of Payment Amendment Act 2018 and corresponding Regulations. The...By: Jones Day

The Situation:The U.S. Department of Justice ("DOJ") has sued to block a proposed acquisition of Aleris Corporation by Novelis Inc. In an unprecedented move, the parties and DOJ agreed to refer the "dispositive" issue of product market definition to...By: Jones Day

Corporate - Japanese Government Issues M&A Guidelines - On June 28, 2019, Japan's Ministry of Economy, Trade and Industry issued the "Fair M&A Guidelines: Enhancing Corporate Value and Protecting Shareholders' Interest" ("M&A Guidelines"). The...By: Jones Day

The Background: The U.S. Securities and Exchange Commission ("the SEC") has announced that it may no longer review no-action letter requests relating to shareholder proposals submitted to companies under Rule 14a-8. The SEC has repeatedly fine-tuned...By: Jones Day

The Development: The Australian Competition and Consumer Commission ("ACCC") recently issued new guidelines regarding compulsory information requests. The guidelines clarify application of the "reasonable search defense" against ACCC charges that a...By: Jones Day

For nearly 25 years, courts in the Ninth Circuit have consistently refused to sanction nonconsensual third-party releases as part of chapter 11 plans. A ruling recently handed down by the U.S. District Court for the District of Washington reaffirms...By: Jones Day