Corporate > AG Deal Diary
16 Feb '18

This week, we highlight a report by EY Center for Board Matters on the top five priorities for companies in 2018 based on outreach conversations with institutional investors. Investors offer that their top five priorities this year are:

Click here to view the full report.

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14 Feb '18

The White House released its long-anticipated infrastructure plan on Monday, February 12. The plan would spend $200 billion over 10 years to leverage $1.5 trillion in total spending, give greater control and authority to state and local governments regarding the types of infrastructure projects in which they invest, incentivize private investment and expedite project permitting. Our infrastructure team provides a detailed analysis of the plan, including the funds made available under the plan, and the specific ways to promote private sector involvement in infrastructure development set forth in the plan. Click here to read the full piece.

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12 Feb '18

Trade and sanctions

U.S. sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) apply to U.S. persons, including companies incorporated in the U.S. and U.S. citizens and permanent residents, and, in certain circumstances, non-U.S. persons. U.S. sanctions fall into three general categories: list-based sanctions, comprehensive country- or region-based sanctions, and sector-based sanctions. List- based sanctions prohibit U.S. persons from engaging in virtually all direct or indirect transactions or dealings with persons designated on OFAC’s list of Specially Designated Nationals and Blocked Persons (SDN List) (or companies owned 50 percent or more by such blocked persons). Comprehensive sanctions broadly prohibit U.S. persons and, in certain instances, non-U.S. persons, from engaging in business activities with specific countries or regions (e.g., Iran, Syria, Cuba, North Korea and the Crimea region), including importing or exporting, directly or indirectly, goods or services to or from such countries or regions, unless authorized by OFAC. Finally, OFAC administers “sectoral” sanctions that prohibit U.S. persons from engaging in certain specified transactions with certain entities operating in strategic sectors of the Russian economy.

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05 Feb '18

SEC enforcement

New leadership and priorities at the SEC. In May 2017, Jay Clayton, President Trump’s pick for the position of Chairman of the SEC, was sworn into office. Chairman Clayton, a former partner at Sullivan & Cromwell LLP, has said that he will not seek “wholesale changes to the Commission’s fundamental regulatory approach,” though he has outlined a new set of priorities. In particular, he has cited retail investor fraud, investment professional misconduct, insider trading, market manipulation, accounting fraud, and cyber matters as areas on which the Commission should focus in order to best serve “Main Street” investors. Also in May 2017, William Hinman was named the new director of the SEC’s Division of Corporation Finance. Given his experience as a partner in the Silicon Valley office of Simpson Thacher & Bartlett LLP, Mr. Hinman’s selection complements Chairman Clayton’s stated objective of encouraging more companies to join the public market. Annual statistics for SEC enforcement actions during its 2017 fiscal year have yet to be released, but, in August 2017, The Wall Street Journal published an analysis that showed that financial regulators have imposed far lower penalties in the first six months of Donald Trump’s presidency than they did during the first six months of 2016 (during the Obama administration).

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30 Jan '18

Akin Gump litigation partner, Douglas Rappaport, has been quoted in The Deal on litigation strategies for shareholder activists. Rappaport addresses the report that shareholder activists and corporations are filing fewer lawsuits targeting each other, but that they are continuing to write letters and with challenges seeking books and records, outside the public view.

Click here to read the full alert.

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29 Jan '18

The Federal Trade Commission announced revisions to the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The revision includes an increase in minimum transaction size from $80.8 million to $84.4 million. The new size thresholds will apply to transactions consummated on or after the effective date, which is 30 days following publication of formal notice in the Federal Register.

Click here to read the full alert.

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24 Jan '18

SEC regulatory relief

We expect that the Trump administration and the Republican-led U.S. Congress will advance significant policy shifts and rule changes at the SEC that are designed to encourage companies toward public ownership and to facilitate capital formation in both public and private markets.

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22 Jan '18

Recent, seemingly disparate action by the Securities and Exchange Commission (SEC) with respect to two shareholder proposals may leave companies and shareholders confused as to whether companies may exclude shareholder proposals related to Corporate Social Responsibility (CSR) from proxy materials. Upon closer inspection, however, the SEC’s actions appear consistent with its recently issued Staff Legal Bulletin 41I (SLB). The SLB, issued on November 1, 2017, articulates a framework for companies to apply to determine whether they may exclude shareholder proposals, including CSR-related proposals, from proxy materials under the “ordinary business” exception (Rule 14a-8(i)(7)) (the “Framework”).  (For more on this bulletin, see Akin Gump’s Deal Diary).

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