Synopsis
Sharing insights that matter
Episodes
-
2021 U.S. Shareholder Activism in Review and a Look Ahead
12/01/2022 Duration: 09minIn this episode of S&C’s Critical Insights, Melissa Sawyer and Lauren Boehmke analyze trends in shareholder activism from the past year. They explore several key themes, including the increase in public activism during the 2021 proxy season, ESG as a primary activism campaign objective, a rise in settlement agreements, and recent regulatory developments. They also highlight a few trends that are likely to shape this area in 2022 and beyond. For more information about this topic, read S&C’s memo on the Review and Analysis of 2021 U.S. Shareholder Activism and Activist Settlement Agreements.
-
M&A Trends and Highlights: 2021 in Review and a Look Ahead
11/01/2022 Duration: 15minIn this episode of S&C’s Critical Insights, Senior M&A Partner Frank Aquila and Global Head of M&A Melissa Sawyer look back on global M&A activity during 2021 and discuss deal making expectations in 2022. Frank and Melissa explore the factors that made 2021 a historic year for M&A deal making—including the SPAC phenomenon, the splitting of major conglomerates, the rise of ESG as a catalyst for deals and the recovery from the pandemic-induced downturn. They further examine how these trends will continue to develop in the new year. Visit us at www.Sullcrom.com
-
Non-GAAP Financial Measures
10/01/2022 Duration: 24minIn this episode of S&C’s Critical Insights, John Savva and Sarah Payne discuss non-GAAP financial measures, numerical measures of a company’s financial performance, and financial position or cash flows that are not determined under GAAP. Sarah and John also explore the SEC’s requirements applicable to non-GAAP financial measures, some key areas to focus on in the presentation of these financial measures and the importance of complying with the various requirements that apply to non-GAAP financial measures.
-
Safely Navigating a Liquidity Crisis as a Public Company Director
14/12/2021 Duration: 17minIn this episode of S&C’s Critical Insights, Andy Dietderich and Melissa Sawyer discuss how their disciplines of M&A, corporate governance and restructuring combine to protect public company directors during a liquidity crisis. They explore director duties in what used to be called the “Zone of Insolvency,” with a focus on current Delaware law. They also discuss hypothetical situations in which directors might find themselves while steering a distressed company through a storm.
-
The Impact of Brexit on Choice of Law
08/12/2021 Duration: 11minIn this episode of S&C’s Critical Insights, Vanessa Blackmore, Ben Perry and Kirsten Rodger discuss whether Brexit has changed thinking about which law should govern a contract, and which courts should have jurisdiction over disputes. They explore why English governing law remains just as valid a choice as it did before Brexit and why the English courts continue to be well placed to handle disputes that arise. Visit us at Sullcrom.com
-
Developments Affecting 10b5-1 Trading Plans
06/12/2021 Duration: 08minIn this episode of S&C’s Critical Insights, Sarah Payne and Cathy Clarkin discuss the latest developments relating to 10b5-1 trading plans. They explore several proposed reforms by the SEC, which include a cooling off period between entering a newly adopted or modified plan and making an initial trade, a prohibition on overlapping plans and mandatory disclosure requirements. They also discuss considerations relating to current plans given the prospect of these pending rules. Please visit us @ Sullcrom.com
-
Proposed Tax Changes under the Build Back Better Act and the Potential Impact on Tech and Silicon Valley
02/12/2021 Duration: 13minIn this episode of S&C’s Critical Insights, Sarah Payne, managing partner of S&C’s Palo Alto office, and M&A partner Matt Goodman are joined by Davis Wang, co-head of the Firm’s Tax Group, and Bachir Karam, a partner in the Firm’s Estates & Personal Group, to discuss proposed tax changes under the Build Back Better Act. The Build Back Better Act passed in the House on November 19 and is now before the Senate. The partners discuss how proposed tax changes in the bill might have significant impacts on founders, companies and venture capital firms in Silicon Valley. Visit us at SullCrom.com
-
S&C Critical Insights – Refreshing the Director Onboarding Process
05/11/2021 Duration: 08minIn this episode of S&C’s Critical Insights, Sarah Payne and John Savva explore director onboarding, a process that may need to be refreshed in light of increased board turnover and expansion as companies seek to increase board diversity, as well as the increase in newly public companies. John and Sarah discuss four areas in particular that should be reviewed and updated: roles of directors, fiduciary duties, communications and risk oversight. Visit us at SullCrom.com
-
New DOJ Initiatives Address Nation’s Cybersecurity Infrastructure
04/11/2021 Duration: 13minIn this episode of S&C’s Critical Insights, Tony Lewis and Kamil Shields discuss two Department of Justice announcements—the launch of a Civil Cyber-Fraud Initiative and the creation of a National Cryptocurrency Enforcement Team. They also explore how these measures, alongside a series of recent high-profile cybercrime incidents and enforcement actions, fit into the DOJ’s comprehensive cyber strategy following the issuance of recent DOJ policy related to cryptocurrency enforcement and President Biden’s executive order to strengthen the nation’s cybersecurity infrastructure.
-
Managing Cheap Stock in an Initial Public Offering
01/11/2021 Duration: 13minIn this episode of S&C’s Critical Insights, John Savva and Sarah Payne discuss cheap stock, a significant factor in many initial public offerings. They explore how the issue arises in the context of an IPO, the types of cheap stock comments typically issued by the SEC, and how a company might navigate these comments. They also discuss steps to take to reduce the likelihood of a cheap stock issue. Visit us at Sullcrom.com
-
Lessons From the 2021 Proxy Season: Governance Proposals
25/10/2021 Duration: 10minMarc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, continue their discussion of shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in governance proposals, which went to a vote more often than any other category of proposal this year despite a decline in prevalence.
-
Lessons From the 2021 Proxy Season: Social and Political Proposals
25/10/2021 Duration: 10minMarc Treviño and Melissa Sawyer, co-heads of S&C’s Corporate Governance and Activism practice, discuss prevalent shareholder proposal trends from the 2021 proxy season. In this episode of S&C’s Critical Insights, they explore developments in social and political proposals, including proposals related to human rights, racial justice, and employee-related diversity, equity and inclusion. Click here to learn more about S&C’s 2021 Proxy Season Review and watch our recent webinar.
-
Recent SEC Cybersecurity Enforcement Actions
15/10/2021 Duration: 19minIn this episode of S&C’s Critical Insights, Bob Downes, Tony Lewis and Chas Kerin discuss five recent SEC cybersecurity enforcement actions, with a focus on deficient corporate procedures and disclosure controls. They cover the background of the actions, including noteworthy aspects and common issues between them. They also explore how the SEC is addressing cybersecurity issues outside of enforcement, including from the examination and rulemaking perspectives. They conclude with a few takeaways and best practices.
-
Culture Audits: Taking Stock of Your Workplace Culture
06/10/2021 Duration: 11minIn this episode of S&C’s Critical Insights, Annie Ostrager, co-head of our Labor & Employment Group, and Katharine Rodgers discuss strategies employers should consider when taking stock of workplace culture. Annie and Katharine provide an overview of workplace culture, and why its importance is rising in terms of both employee satisfaction and company risk management. They also explore the components of a proactive culture audit, which can serve as a jumping off point to facilitate employee feedback and the implementation of any workplace improvements. For more information on this topic, watch our recent webinar, “The Impact of Maintaining a Diverse, Equitable and Inclusive Workforce,” and subscribe to our blog, “Legal Developments Affecting the Workplace.”
-
Developing a Robust Multi-National Compliance Program
29/09/2021 Duration: 13minIn this episode of S&C’s Critical Insights, Brendan Cullen and Tony Lewis provide key takeaways for building and sustaining an effective compliance program. Brendan and Tony build on their last podcast and discuss the updated guidance from certain U.S. enforcement agencies, talk about certain changes to foreign enforcement regimes and conclude with a few best practices. They also explain the importance of compliance programs, especially in the enforcement context. For more information about this topic, please see Brendan and Tony’s chapter in the Guide to Corporate Compliance, titled “Developing a Robust Compliance Programme in Latin America.”
-
Supreme Court Business Review: United States v. Arthrex, Minerva Surgical v. Hologic and Google v. Oracle
21/09/2021 Duration: 14minIn the sixth episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton and Julia Malkina are joined by Dustin Guzior, co-head of S&C’s Intellectual Property & Technology Litigation practice, to discuss three intellectual property cases that the Supreme Court decided last Term and key takeaways for businesses. In United States v. Arthrex, the Supreme Court sidestepped an issue that had the potential to affect significantly patent litigation: whether the Patent Trial and Appeal Board’s administrative patent judges must be appointed by the President with approval of the Senate. The Court instead held that PTAB’s structure violated the Appointment Clause of the Constitution because the director of the U.S. Patent and Trademark Office did not have sufficient power to review the PTAB’s decisions. In Minerva Surgical v. Hologic, the Court narrowed the scope of “assignor estoppel,” which precludes the assignor of a patent from later challenging the patent’s validity, by holding that
-
Supreme Court Business Review: NCAA v. Alston
19/08/2021 Duration: 10minIn the fifth episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton and Julia Malkina are joined by Renata Hesse, co-head of the Firm’s Antitrust Group and the former Acting Assistant Attorney General of the DOJ Antitrust Division, to discuss the Supreme Court’s antitrust decision from last Term, NCAA v. Alston. The Supreme Court held that certain NCAA restrictions on the types of benefits that student-athletes may receive violated federal antitrust law. Renata explains the Court’s reasoning, and how certain language in the decision could make it more difficult to establish antitrust liability from joint venture activity.
-
Supreme Court Business Review: Van Buren v. United States and Facebook v. Duguid
10/08/2021 Duration: 16minIn the fourth episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton and Julia Malkina are joined by Tony Lewis and Kamil Shields to discuss two technology-related decisions from the past Term. In Van Buren, the Court limited the application of the Computer Fraud and Abuse Act to exclude defendants who access information for an improper purpose that they are otherwise authorized to access. The Facebook decision narrowed the meaning of “automatic telephone dialing system” in the Telephone Consumer Protection Act, significantly reducing the scope of conduct prohibited by that Act. Tony and Kamil discuss the impact of these decisions for companies, government officials and law enforcement.
-
U.K. Financial Conduct Authority: Updates and Implications for Non-U.S. Banks and Commercial Organizations
05/08/2021 Duration: 13minIn this episode of S&C’s Critical Insights, Annie Ostrager and Kamil Shields discuss recent activity by the U.K. Financial Conduct Authority and how its approach toward whistleblowers differs from its U.S. counterpart. Annie and Kamil discuss the FCA’s increased focus on non-financial misconduct, such as sexual harassment. They also provide an overview of a new whistleblowing campaign launched by the FCA, “In confidence, with confidence,” and touch on related legislative activity. Finally, they discuss the implications of this government activity for non-U.S. banks and commercial organizations. Annie and Kamil earlier discussed the increased focus by U.S. agencies on the use of whistleblowers in investigations involving alleged money laundering and corruption. Listen to that episode here.
-
Supreme Court Business Review: Federal Republic of Germany v. Philipp
02/08/2021 Duration: 24minIn the third episode of S&C’s Supreme Court Business Review series, hosts Judd Littleton and Julia Malkina are joined by Sharon Cohen Levin, former head of the Money Laundering and Asset Forfeiture Unit in the U.S. Attorney’s Office for the Southern District of New York, to discuss the Supreme Court’s recent decision in Federal Republic of Germany v. Philipp. The case considered whether an exception to the Foreign Sovereign Immunities Act allowed the heirs of a group of Jewish art dealers to bring a lawsuit against Germany in U.S. federal court based on the Nazi regime’s expropriation of German medieval relics. The Court held that the heirs’ claim did not fall within the FSIA’s expropriation exception and therefore was barred by sovereign immunity. Sharon shares the implications of this decision for future FSIA litigants, including heirs of Holocaust victims and victims of other genocides seeking to recover property taken by foreign governments. Visit us at Sullcrom.com