Publications

On March 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an Interim Final Rule (IFR) effectively eliminating the beneficial ownership reporting requirements under the Corporate Transparency Act (the “CTA”) for entities formed in the United States. Under the IFR, only non-exempt entities formed outside the United States but registered to do business in a U.S. state or tribal jurisdiction are obligated to file beneficial ownership information...

Delaware Governor Matt Meyer has signed bipartisan legislation (the “New Legislation”) amending Sections 144 and 220 of the Delaware General Corporation Law (“DGCL”). The New Legislation statutorily enshrines common-sense protections for directors, provides clearer standards for controlling stockholder transactions and limits vexatious books and records demands. It applies to all corporate acts and transactions after March 25, 2025, and is retroactive except for stockholder lawsuits or books...

The SEC staff released consequential new FAQs[1] earlier this week, providing some common-sense guidance for complying with the Marketing Rule for SEC-registered investment advisers (Rule 206(4)-1 under the Investment Advisers Act of 1940). The FAQs clarify the staff’s views that: an investment adviser can present “extracted performance” (i.e., the performance of one investment or a group of investments from a private fund or other portfolio—the SEC staff refers to this as “extracted...

On March 12, 2025, the California Privacy Protection Agency (the “Agency”), in its first order of decision (the “Final Order”) under the California Consumer Privacy Act of 2018 (as amended, the “CCPA”) [1], fined American Honda Motor Co., Inc. (“Honda”) $632,500 for CCPA violations involving opt-out requests, advertising cookies, and agreements with third-party data processors. Executive Summary Given that the Agency concluded that fewer than 200 California residents (here, “consumers”) were...

In a letter issued last week, the SEC staff opened the door to far greater use of the so-called “general solicitation” offering exemption of Regulation D under the Securities Act of 1933. Rule 506(c) of Regulation D permits the use of general solicitation–meaning fund marketing activity that utilizes public means–if, among other conditions, the issuer takes “reasonable steps to verify” the accredited investor, or “AI,” status of the purchasers. Many fund sponsors have avoided general...

On March 3, 2025, the Division of Corporation Finance of the SEC announced that, effective immediately, the SEC has expanded accommodations for its nonpublic review of draft registration statements. [1] The new guidance follows a series of prior accommodations for confidential review of registration statements by Emerging Growth Companies in 2012 and by all companies in 2017. The accommodations are set forth as follows: Initial Exchange Act Registrations. Previously, the SEC permitted...

On 26 February 2025, the European Commission released a highly anticipated “omnibus simplification package” in response to concerns that the burden of sustainability reporting requirements has created a competitive disadvantage for European companies and the EU economy. The proposals seek to significantly reduce the scope and substance of the existing regimes, and would amend rules introduced under the EU’s Corporate Sustainability Reporting Directive (CSRD), Corporate Sustainability Due...

On February 21, 2025, President Trump released a memorandum entitled “America First Investment Policy” that lays out the administration’s approach to foreign investment in the United States. The memorandum seeks to ease investment by U.S. allies and partners by broadly pursuing an open investment environment, including to help ensure that artificial intelligence and other emerging technologies are created and produced in the United States. At the same time, the memorandum warns of the threat...

On September 27, 2024, the Securities and Exchange Commission (SEC) announced that it was adopting rule and form amendments to its EDGAR filing system. The amendments (referred to as EDGAR Next) are intended to enhance security of the EDGAR system, improve access to and management of EDGAR accounts and modernize connections to the EDGAR platform. The amendments will change the way EDGAR codes and accounts are managed, how filers apply for EDGAR codes and how filings will be made with the SEC. ...

Yesterday, President Trump signed an executive order (the “Executive Order”) and the White House released an accompanying “Fact Sheet” directing the Department of Justice (“DOJ”) to “pause” the initiation of new investigations and enforcement actions under the Foreign Corrupt Practices Act (“FCPA”) until new guidance is issued that “promotes American competitiveness and efficient use of federal law enforcement resources,” and to review existing actions. Citing the President’s “foreign policy...

Welcome to the inaugural edition of Simpson Thacher’s Liability Management Expresso. Your quick taste of the latest trends and insights from the world of creative leveraged finance transactions. Written by our Liability Management and Special Situations Team, this regular bulletin delivers a concise overview of developments that we see shaping markets in the U.S. and Europe. Whether you are staying ahead of strategic liquidity plays, tracking tactics...

On the first day of President Trump’s second term in office, he signed dozens of executive orders targeting a variety of topics such as immigration, energy production, and, notably, diversity, equity and inclusion (“DEI”) programs. As described further below, the DEI-focused orders call for the shutdown of all offices of DEI programs within the federal government, direct executive agencies to eliminate all “discriminatory and illegal preferences, mandates, policies, programs and requirements,”...

On January 7, 2025, XCL Resources Holdings, LLC (“XCL”), XCL subsidiary Verdun Oil Company II, LLC (“Verdun”), and EP Energy LLC (“EP,” and with XCL and Verdun, the “Defendants”) agreed to a record-setting civil penalty of $5,684,377 (and related behavioral commitments) for engaging in unlawful “gun-jumping” in violation of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”).[1] The penalty stems from Verdun’s 2021 agreement to acquire EP, which closed in 2022 (the...

On January 16, the FTC and DOJ (the “Agencies”) jointly published Antitrust Guidelines for Business Activities Affecting Workers (the “Worker Guidelines”). In issuing the Worker Guidelines, the Agencies purport to replace the Agencies’ 2016 Antitrust Guidance for Human Resource Professionals (the “HR Guidance”).  The Worker Guidelines cap a flurry of activity by the outgoing Biden administration to revise the Agencies’ antitrust guidance for businesses, including the DOJ’s withdrawal of three...

On January 13, 2025, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) issued an interim final rule that significantly expands export controls around artificial intelligence (“AI”) and advanced computing chips. Entitled “Framework for Artificial Intelligence Diffusion,” these new rules restrict the export, reexport, or in-country transfer of sophisticated AI models by requiring a license to export the most advanced closed-weight AI models. Model weights, numerical values...

Practice News: Leah Malone, Head of Sustainability and ESG Practice, and Karen Hsu Kelley, Head of Public Company Advisory Practice, to speak at Cornell Tech event, Proxy Season Preview: Insights for a Successful Season, on Thursday, January 30 at 12:00 p.m. ET. For additional information and to register, see here. Leah Malone to speak at PLI program, ESG Considerations for Asset Managers – The Emerging Regulatory Framework Applying to Investment Funds and Investment Advisers...

On January 10, 2025, the U.S. District Court for the Northern District of Texas issued its decision in a class action lawsuit against American Airlines and its employee benefits committee (together, “Defendants”), holding that Defendants breached their fiduciary duty of loyalty under the Employee Retirement Income Security Act of 1974 (“ERISA”)[1] by hiring and retaining a third-party investment manager that ostensibly exercised shareholder rights on behalf of two American Airlines 401(k) plans...