Publications 09.25.24 Sustainability and ESG: Where Are We Now? Taking Stock of the Latest Legal Developments As we near the final quarter of 2024, in a year with global temperatures looking to break new records (again), achievement of various 2025 or 2030 targets set by companies (such as progress against objectives to advance the UN Sustainable Development Goals, which had an initial deadline of 2030, or interim Paris Agreement emissions reductions targets) looking less likely by the day, and a host of seismic political elections around the world inevitably shifting the global sustainability path, we... As we near the final quarter of 2024, in a year with global temperatures looking to break new records (again), achievement of various 2025 or 2030 targets set by companies (such as progress against objectives to advance the UN Sustainable... As we near the final quarter of 2024, in a year with global temperatures looking to break new records (again), achievement... Read more... 09.23.24 U.S. House of Representatives Pass BIOSECURE, Cloud Access and Multiple Other Bills Targeting China During a self-described “China Week” (September 9-13, 2024), the U.S. House of Representatives voted to pass a series of legislations targeting China and Chinese companies. Among them are the BIOSECURE Act targeting biotechnology companies like BGI and WuXi, the Remote Access Security Act shutting down access to advanced AI chips via cloud computing, and various export control bills that strengthen controls to protect U.S. national security interests. In total, 25 China-related bills were... During a self-described “China Week” (September 9-13, 2024), the U.S. House of Representatives voted to pass a series of legislations targeting China and Chinese companies. Among them are the BIOSECURE Act targeting biotechnology companies like BGI... During a self-described “China Week” (September 9-13, 2024), the U.S. House of Representatives voted to pass a series of... Read more... 09.19.24 OCC, FDIC and DOJ Finalize Changes to Their Bank Merger Review Processes On September 17, 2024, the OCC and FDIC both finalized their proposals reflecting an updated approach to evaluating bank mergers and related transactions. On the same day, the DOJ announced its formal withdrawal from the 1995 joint Bank Merger Guidelines and released commentary explaining how it plans to apply its general 2023 Merger Guidelines to the banking market. If retained by a new Administration, the DOJ and FDIC policy statements in particular represent significant changes from current... On September 17, 2024, the OCC and FDIC both finalized their proposals reflecting an updated approach to evaluating bank mergers and related transactions. On the same day, the DOJ announced its formal withdrawal from the 1995 joint Bank Merger... On September 17, 2024, the OCC and FDIC both finalized their proposals reflecting an updated approach to evaluating bank... Read more... 07.30.24 Second Circuit: Reaffirms Donoghue Holding That Short-Swing Trading Inflicts Injury Sufficient for Constitutional Standing On June 24, 2024, the Second Circuit reversed a district court’s dismissal of a shareholder’s Section 16(b) derivative suit for lack of constitutional standing, which the district court based on its determination that TransUnion LLC v. Ramirez, 594 U.S. 413 (2021) had abrogated Donoghue v. Bulldog Investors General Partnership, 696 F.3d 170 (2d Cir. 2012). Packer v. Raging Cap. Mgmt., 2024 U.S. App. LEXIS 15218 (2d Cir. 2024) (Cabranes, J.). In TransUnion, the Supreme Court stated that to... On June 24, 2024, the Second Circuit reversed a district court’s dismissal of a shareholder’s Section 16(b) derivative suit for lack of constitutional standing, which the district court based on its determination that TransUnion LLC v. Ramirez, 594... On June 24, 2024, the Second Circuit reversed a district court’s dismissal of a shareholder’s Section 16(b) derivative suit... Read more... 07.25.24 Federal Judge Deals Significant Setback to SEC’s Expansive Use of FCPA’s Accounting Provisions On July 18, 2024, Judge Paul Engelmayer of the United States District Court for the Southern District of New York dealt a significant blow to the Securities and Exchange Commission’s recent expansive use of accounting provisions enacted in the Foreign Corrupt Practices Act of 1977 to charge perceived control deficiencies far beyond accounting matters, including in the cyber and trading contexts. Calling these allegations “ill pled,” Judge Engelmayer granted a motion to dismiss claims grounded... On July 18, 2024, Judge Paul Engelmayer of the United States District Court for the Southern District of New York dealt a significant blow to the Securities and Exchange Commission’s recent expansive use of accounting provisions enacted in the... On July 18, 2024, Judge Paul Engelmayer of the United States District Court for the Southern District of New York dealt a... Read more... 02.02.24 UPDATED: ESG Battlegrounds: How the States Are Shaping the Regulatory Landscape in the U.S. Three years after the first anti-ESG law was passed in Texas, states continue to propose and adopt both anti- and pro-ESG measures in new variations. New York state legislators have proposed climate disclosure bills nearly identical to California’s groundbreaking SB 253 and SB 261 requiring disclosure of greenhouse gas emissions and climate risk reports, which are now the subject of litigation in a federal district court in California. Meanwhile, New Hampshire legislators have proposed a bill... Three years after the first anti-ESG law was passed in Texas, states continue to propose and adopt both anti- and pro-ESG measures in new variations. New York state legislators have proposed climate disclosure bills nearly identical to California’s... Three years after the first anti-ESG law was passed in Texas, states continue to propose and adopt both anti- and pro-ESG... Read more... 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