Publications

2024 was a year with significant global elections and political upheaval. A new administration in the United States will mean new priorities. Some countries will see (and are already seeing) a slowdown, softening, or even backlash against sustainability regulations. Corporate stocktaking and refinement of strategies and positions will continue—with 2025 set to create novel legal situations for companies trying to balance competing imperatives. Overall, we expect to see less of a shift on human...

Debt-For-Equity Exchanges Debt-for-equity (D4E) exchanges can be part of a structure in a tax-free spin-off transaction. If structured successfully within the confines of commercial, tax, legal and regulatory parameters, D4E exchanges enable a parent company (ParentCo) to complete the spin-off of an entity (SpinCo) on a tax-free basis and de-lever. A D4E exchange involves several transactions. In general, following the initial distribution of stock representing at least 80% of the voting power...

Simpson Thacher published its annual report on Global Merger Regulation: Key Themes in 2024 and Predictions for 2025: Winds of Change, which was also highlighted in The Wall Street Journal. With the changing of government leaders on both sides of the Atlantic and an evolving geopolitical equilibrium, the regulatory landscape is entering a new frontier. The authors, Partners Antonio Bavasso, Josh Buckland, Peter Guryan and Preston Miller, discuss the antitrust and foreign investment regulation...

Executive Summary Liability management exercises, or LMEs, have continued to gain popularity among borrowers looking to improve their balance sheets by taking advantage of flexibility in their debt documents. 2024, like 2023, saw significant LME activity as borrowers continued to seek to address capital structure issues through out of court refinancings and restructurings and thereby avoid the costs attendant to formal restructuring proceedings. On the last day of the year, two different courts...

As we head into 2025, the public company compensation disclosure and decision-making process landscape looks much the same as it has in recent years, but there are new disclosure obligations, an evolving discussion on the analysis of executive perks, and updated proxy advisor policies to keep in mind. Further, with a new administration in Washington, 2025 is a year to watch for meaningful changes in regulatory approach to topics as varied as DEI, restrictive covenants, and employee incentive...

Overview The Department of Justice (“DOJ”) has issued a Notice of Proposed Rulemaking (“NPRM”) to implement Executive Order 14117 on Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern. The proposed rules, if adopted, would create the most comprehensive regulatory regime yet to restrict transfer of U.S. sensitive personal data not only through brokerage transactions but also in many other types of transactions relating...

This update includes the most significant developments regarding ESG-related laws, regulations, litigation and initiatives during the past 30 days. For more information on any item listed here, please contact us. Practice News: Simpson Thacher and Leah Malone, Head of Sustainability and ESG Practice, were recognized by The Legal 500 in the third edition of their United States Green Guide, which highlights key firms engaging with sustainability in the U.S. market. ...

This update includes the most significant developments regarding ESG-related laws, regulations, litigation and initiatives during the past 30 days. For more information on any item listed here, please contact us. Practice News: Leah Malone, Head of Sustainability and ESG Practice, and Martha Kammoun, Infrastructure Finance Partner, co-authored an article published by Bloomberg Law titled “Financing the ‘as-a-Service’ Business: A New Model.” Leah Malone spoke at The...

The Corporate Transparency Act and its implementing regulations (collectively, the “CTA”)[1] became effective on January 1, 2024. This memorandum focuses on a few key CTA considerations as the end-of-year deadline approaches. The CTA requires any company formed in or registered to do business in the United States (a “reporting company”) that does not qualify for one of 23 exemptions to submit certain information regarding natural persons who are its “beneficial owners”—which includes 25% or...

On October 28, 2024, the U.S. Department of the Treasury (“Treasury”) issued a final rule containing the regulations that will make up the new Outbound Investment Security Program (the “Program”). As discussed in our previous client alert regarding the related notice of proposed rulemaking (“NPRM”), issued in June of this year, the Program implements President Biden’s August 2023 Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in...