PH Translates

Sort By All
Partner's Perspectives

Articles

The LIBOR Transition—and Litigation Risks

In our podcast, we take a close look at the litigation risks associated with LIBOR transition.

Governance and Regulation

Articles

How Are Governments Reacting to the Invalidation of Privacy Shield?

How are data protection authorities and other regulatory bodies across the EU, and globally, responding to the EU Court of Justice’s decision invalidating Privacy Shield and imposing potential constraints on the use of Standard Contractual Clauses?

Governance and Regulation

Articles

ESG and Mission-Critical Issues for Director & Officer Liability

Amidst a spirited debate around the duties of directors in relation to environmental, social, and governance (ESG) risks, two recent decisions from Delaware courts provide clarifying contours.

Partner's Perspectives

Video

Be Prepared for Swap Reporting Enforcement Actions

What should swap dealers and market participants expect from the CFTC in 2020? Hear from Joyce Sophia Xu on the CFTC’s recent focus on enforcement and examinations—and why clients need to be prepared.

Video

WHAT ARE THE TOP ISSUES FACING ASSET MANAGERS?

Diala Minott and Bill Brady share U.S. and UK perspectives on the critical issues asset managers need to keep top of mind.

Video

What's Next for Payments?

Chris Daniel provides his perspective on innovative developments in the payments sector, including virtual currencies, tokenization, and blockchain.

Video

The New U.S. Administration: Outlook for Dealmakers

David Shine, Partner, Mergers and Acquisition Practice

Raising Capital

Video

Panel: China's Global Champions

Tom Mitchell, Financial Times Beijing Bureau Chief moderates

Governance and Regulation

Articles

Podcast: Protecting IP in the New Frontier of Health Tech

As COVID-19 pushes the U.S. to innovate at an accelerated pace to respond to this pandemic, a spotlight has been drawn on health tech and the convergence of life sciences and tech. Listen to our podcast.

Governance and Regulation

Articles

Creating An Inclusive Culture

In partnership with the Minority Corporate Counsel Association, we embarked on a series of case studies examining how leading corporations across industries are changing culture in their organizations. Read more

Partner's Perspectives

Articles

How to Successfully Litigate During A Pandemic

Our trial attorneys share best practices and actionable insights to help our clients and other companies facing litigation thrive in the new reality of remote litigation. View our CLE video

Growth Markets

Articles

Private Equity in Silicon Valley: Healthy Activity Amid New Concerns to Navigate

Private equity firms are expected to continue making significant investments in high tech, says Paul Hastings partner Alex S. Kaufman.

Partner's Perspectives

Articles

The diversity 'sea change'

Jennifer Yount was featured in a Q&A session with Private Debt Investor where she noted that the private credit industry is a relationship business. Jennifer said, “Diversity can drive innovation by providing different perspectives to the same problem."

Raising Capital

Articles

CAN LAWYERS HELP TREAT CANCER?

Teri O’Brien explains how transactional lawyers in the life sciences space can help put money where it’s needed most.

Raising Capital

Articles

KNOWLEDGE, GEOGRAPHIC TIES STRENGTHEN ENERGY LENDING

Legal counsel can help companies negotiate the best terms possible, says Lindsay Sparks—reducing costs and garnering greater freedom to run their businesses.

Partner's Perspectives

Articles

A LOOK INTO THE U.S. PRIVATE DEBT MARKET

With the formation of larger private debt platforms, new investors are entering the market. Bill Brady and Matt Murphy share their insights on what lies ahead.

Partner's Perspectives

Articles

WHAT’S NEXT FOR EUROPEAN PRIVATE DEBT?

Flexible global capital and a favorable regulatory environment continue to create positive conditions for those providing creative solutions. Luke McDougall and Diala Minott reflect on the key trends impacting the region.

Articles

A National Framework to Regulate Fintech?

U.S. federal regulators released a series of recommendations that form a proposed national framework for companies engaged in fintech. What does this mean for our clients?

Articles

THE SECURITIES ACT OF 2020?

Has the time come for a new Securities Act to increase access to capital and re-energize the economy? Thomas Pollock makes the case in an opinion column for The Hill.

Articles

Direct Lending—A Mature Market?

In Spotlight: Credit Funds, we discuss the outlook for direct lending, including insights from jurisdictions across Europe.

Growth Markets

Articles

Reinventing the Retailing Model: A Tale of Two Futures

The relentless growth in online shopping is forcing real change in the retail sector – for shopping malls, developers, and investors alike. This is encouraging forward-looking stores and malls to reshape the retail experience in pursuit of growth.

Articles

IP: Virtual Walls to Protect Virtual Values

In structuring their long-term IP portfolios, boards need to secure their “patent space” by ensuring IP portfolios are current and clearly set out, defenses are robust, and there is a well-established supervisory system.

Articles

In-House Counsel Guide to Ransomware Prevention, Preparedness, and Response

Because ransomware strikes with no warning, companies need to think ahead. Effective plans outline a company’s strategy to prevent, detect, contain, and respond to a ransomware attack.

Articles

THE DIGITAL BOARD: PROFITING FROM A CHANGING ENVIRONMENT

The digital boardroom is still a work in progress.

Articles

BOARDS LEARN TO LISTEN TO INVESTORS

Energised shareholders are putting pressure on companies to engage

Raising Capital

Perspectives

Image: Vivian Lam
Vivian Lam
Partner, Corporate Department

Vivian Lam -- Markets

Privately owned businesses in emerging markets face more challenges in accessing funding than their peers in established markets.

Raising Capital

Perspectives

Image: Sherrese M. Smith
Sherrese M. Smith
Managing Partner

Sherrese Smith

There was uncertainty about foreign investment in U.S. broadcast and media entities until 2013. Then, in late 2013, the FCC clarified that it would permit aggregate indirect foreign investment in broadcasters to exceed 25%,

Raising Capital

Perspectives

Image: Garrett Hayes
Garrett Hayes
Partner, Corporate Department

Garrett Hayes

Today’s financing market has been fundamentally reshaped by technology. Fintech has enabled the creation of new financing platforms for both retail and institutional investors in many markets, including in P2P and B2B investing and lending.

Growth Markets

Perspectives

Image: Vivian Lam
Vivian Lam
Partner, Corporate Department

Vivian Lam

Chinese investors and businesses operating in China have been facing challenges from the slowing Chinese economy, recent stock market turmoil, and devaluation of the yuan, as well as unpredictable regulatory interventions.

Governance and Regulation

Perspectives

Image: Jong Han Kim
Jong Han Kim
Partner, Litigation Department

Korea has recently adopted a stringent anti-corruption law that restricts and prohibits the private sector from engaging in certain conduct with not only the regulatory agencies, but also certain financial institutions, as well as the media.

Governance and Regulation

Perspectives

Image: David A Blumenfeld
David A Blumenfeld
Partner, Real Estate Department
Image: Paul Guan
Paul Guan
Partner, Real Estate Department

David Blumenfeld and Paul Guan

In the past year, the Chinese government accelerated the liberalization of regulatory barriers to foreign investment, including foreign investment in domestic real estate.

Read More
plus

Over the past decade, foreign real estate investment has been subject to significant restriction and scrutiny. Foreign investors were concerned about receiving the necessary approvals and—even if deals were likely to be approved—their timing. In a recent regulatory change, now foreign real estate investors are only required to file at the local counterpart of the Ministry of Commerce, except for investments in restricted sectors such as large theme parks and prohibited investment sectors such as golf courses. This is a much more streamlined process, and significantly reduces the time between the execution of definitive documents and transaction closing—from two-to-three months to potentially less than one month. Now, the challenge for foreign investors is increasingly the same one they face in other markets: finding good deals.

China’s outbound real estate investment is subject to the same macroeconomic forces described above, which have somewhat opposite effects on the ability to receive approval to make these investments as the government makes efforts to restrict outbound investments and limit capital outflows. Notwithstanding additional scrutiny of outbound capital flows, we expect Chinese institutional investors to continue to pursue outbound investments. The Chinese pursuing outbound real estate investments are some of the largest institutional investors in the world. As they continue to invest, their level of sophistication is steadily increasing and, with it, their investment appetite is broadening on both a geographical and real estate sector basis.

Governance and Regulation

Perspectives

Image: Tara K. Giunta
Tara K. Giunta
Partner, Litigation Department

Tara Giunta

Boards are facing new risks with increasing frequency and with swift implications for their companies, shareholders, executives, and themselves, particularly given the prevalence of activist shareholders.

Read More
plus

Given this environment, boards are on the hot seat to assure that management has implemented an effective compliance program and detective controls that permit management (and the board) to assess and rank those risks of most threat to the business. It is advisable for companies to take a comprehensive approach to risk identification, assessment, and mitigation. By considering such issues as product lines, geographic coverage, industry sector, and applicable regulatory environment, they are able to flag those risk areas of most concern, which typically range from cybersecurity, fraud, competition, bribery/corruption, money laundering, and export controls/sanctions, to intellectual property, labor/workforce issues, and whistleblowers, to name just a few. By assessing the company’s existing compliance program and function, as well as its existing controls systems, they are able to better leverage those systems and assure that they are operating effectively and efficiently.

Partner's Perspectives

Video

Will the Next Recession Have a Softer Landing?

Is the rising volume of debt trading at distressed levels a sign of stress in the U.S. economy, or an indicator that investors are using discretion in the market? Gain insight from Bill Brady in this interview from Bloomberg TV.

to watch

Partner's Perspectives

Video

How to Successfully Litigate During A Pandemic

Our trial attorneys share best practices and actionable insights to help our clients and other companies facing litigation thrive in the new reality of remote litigation. View our CLE video

Partner's Perspectives

Articles

How a Biden Administration May Approach Business and Human Rights

With the U.S. election season heating up, we increasingly are asked for predictions regarding a potential Biden Administration’s approach to ESG and business and human rights. Here are four key areas to watch.

Video

The 4 Minute Update on the U.K. Employment Law Landscape

shares her perspective on the U.K.’s top issues, key legislation, and standout case law themes that in-house counsel and HR professionals should watch out for in the next 12 months and beyond.

Video

PODCAST: THE “TRANSFORMATIVE” CFIUS BILL?

Scott Flicker takes a closer look at FIRRMA—the most consequential update to the review process overseen by CFIUS in the last decade.

Video

DOING PRIVATE DEALS PUBLIC STYLE

Mike Kennedy examines the emerging trend of private deals being done “public style”—and what this means for dealmakers and their lawyers.

Video

TOP STAY AWAKE ISSUES FOR TECH DEAL MAKERS

What are the trends shaping opportunities for dealmakers? What are the biggest risks when it comes to protecting innovative companies’ IP?

Video

The New U.S. Administration: Outlook for Investigations and Enforcement

giunta_zaccaro

Tara Giunta and Tom Zaccaro, Partners, Litigation Practice

Growth Markets

Video

Panel: Investing Globally and Financing Growth

Tom Mitchell, Financial Times Beijing Bureau Chief moderates.

Growth Markets

Articles

The Paul Hastings International Regulatory Enforcement (PHIRE) Blog

The international compliance, investigations and enforcement landscape is increasing in complexity, with more countries enacting more regulations, all with differing policy agendas. Follow our PHIRE blog.

Growth Markets

Articles

PH FedAction: Financial Regulatory Updates

Follow our blog for the latest updates and insights from our lawyers on U.S. government relief programs and other regulatory developments related to the evolving coronavirus crisis. Read more

Growth Markets

Articles

Measuring Impact: Pain Points and Best Practices

Impact investing is rapidly evolving—and the market is growing swiftly. But how can investors measure “impact”?

Partner's Perspectives

Articles

A Private Equity View of the Recession

Though the economy is currently thriving,some may interpret warning signs that the next recession is nearing. What should attorneys representing private equity clients do now to help cushion the economic impact that the next recession may inflict?

Partner's Perspectives

Articles

Ignorance Is No Longer Bliss: Practicing Law 10 Years After the Crash of 2008

The financial crash of 2008 caused a chain reaction that still reverberates today-not just economically, but also politically and in the legal world.

Raising Capital

Articles

PRIVATE EQUITY INVESTMENT IN POWER INFRASTRUCTURE

Kfir Abutbul shares insights on opportunities for investors seeking solid returns on power projects—and the role private equity can play.

Governance and Regulation

Articles

EUROPEAN M&A: CAN THE BOOM SURVIVE BREXIT?

While political uncertainty is generally bad for business, the UK’s impending, uncertain split from the EU is doing little to dampen enthusiasm for M&A.

Partner's Perspectives

Articles

CALIFORNIA TAKES THE LEAD ON #METOO LEGISLATION

The #MeToo Movement has inspired the California Legislature to enact a series of new laws to prevent and eliminate sexual misconduct in the workplace.

Partner's Perspectives

Articles

DATA SECURITY IN THE CLOUD ERA

As data privacy and security enters a new phase of regulation and control, Sherrese Smith examines the developments and dividing lines in new EU and U.S. rules.

Articles

Private Equity – Are We At A Pivot Point?

While we’re still a long way from private equity’s pre-crash glory days, transactions in today’s market are producing striking returns. Amit Mehta considers the outlook for PE. Read More

Articles

The State of the U.S. Credit Markets

Developed in partnership with Thomson Reuters, our report examines the state of the U.S. credit markets, including the leveraged loan, syndicated sponsor, and direct lending markets.

Articles

Life Sciences & Antitrust: 3 Cases to Watch in 2018

The intersection of complex drug competition frameworks and antitrust laws continues to grow, with increased collaboration between the U.S. FDA and FTC on the horizon. Hear from our lawyers on three cases to watch in 2018.

FT Special Report

Articles

FT Special Report: The Rule of Law

As international companies navigate geopolitical and market tumult, the FT takes a closer look at legal and regulatory change, including EU data privacy, China pressing for more say on mergers, and the battle for supremacy on trade rules.

Articles

Cybersecurity: The Intersection of Threat and Innovation

Companies must ensure their decision-making structure is appropriate to effectively tackle cyber risk. It is essential that risks are identified, ranked, mediated, and monitored regularly, and lines of accountability within the company are clear.

Articles

Against the Backdrop of a ‘National Emergency,’ Are Opioid Manufacturers Ready for the Enforcement Spotlight?

This has become, as recognized on the evening news each day, in the homes of people across all sectors of our society, a national crisis of increasingly epic proportions.

Articles

THE BOARD AS CREATOR AND PROTECTOR OF CORPORATE VALUE: ALIGNING WITH CHANGING EXPECTATION

As markets and their demands have grown in complexity, the range of issues that today’s boards have to tackle has steadily expanded.

Raising Capital

Articles

WOMEN STILL STRUGGLE TO JOIN BOARDS WHERE TARGETS ARE ABSENT

Despite government initiatives, the number of female executive directors has increased only slightly

Raising Capital

Perspectives

Image: Jennifer St. John Yount
Jennifer St. John Yount
Partner, Corporate Department

Jennifer Yount

Innovation is the lifeblood of a growing company; protecting it is vital for future growth.

Raising Capital

Perspectives

Image: Michael L. Zuppone
Michael L. Zuppone
Partner, Corporate Department

Michael Zuppone

With the recently enacted FAST Act amendments, the JOBS Act “on ramp” provisions will provide more flexibility to IPO candidates.

Growth Markets

Perspectives

Image: Jong Han Kim
Jong Han Kim
Partner, Litigation Department

Jong Han Kim Korea

On the corporate side, the major challenge facing Korea is to find new growth engines and markets in response to slowing growth in domestic and global economies.

Read More
plus

On the litigation side, we expect Korean companies to continue to face the risks of international patent infringement and trade secret misappropriation lawsuits. Given the risks of adverse outcomes, which include injunctions barring exports of the infringing products, our clients face challenges and opportunities to take proactive measures. These include eliminating or reducing legal risks by invalidating competitors’ patents using PTAB proceedings, and establishing and implementing enhanced compliance programs, including a document retention policy.

Governance and Regulation

Perspectives

Image: Guillaume Kellner
Guillaume Kellner
Partner, Corporate Department

With the next French presidential election in April-May 2017, and the German election likely to be held in the late summer, political as much as economic events will be influential in shaping client sentiment toward deal making.

Read More
plus

To date, private debt has become increasingly interested and active in European finance, and this is a trend that is likely to continue for the right opportunities. Similarly, interest in cross-border deals which further cement brand values and market presence has slowed but not stalled—there was more volume heading out of the region than within it. EU outbound deals accounted for 44% of all cross-regional M&A value in Q3. Deals from the EU into North America saw record values with US$105bn from 121 deals, an increase of 32% year over year. Cross-regional EU inbound deal volume, however, fell by 24% compared to Q3 2015.

Governance and Regulation

Perspectives

Image: Ronan P. O'Sullivan
Ronan P. O'Sullivan
Partner, Corporate Department

It is unlikely that there will be much change in the governance and regulation of cross-border deals over the next 18-24 months.

Read More
plus

Considerable opportunities nonetheless arise for the astute buyer. Europe has continued to develop its wide range of sophisticated industries but the spread of attractive targets reaches up and down the production chain for interested buyers and investors. The UK has invested heavily in fintech and now holds a leading position in the field, along with payments technology and the integrated use of Bitcoin. The major challenge is how Europe’s regulatory structure will be shaped following the departure of the UK, and whether we are likely to see a more liberal M&A regime emerging for transactions originating out of the UK in response.

Governance and Regulation

Perspectives

Image: Chad J. Peterman
Chad J. Peterman
Partner, Litigation Department

Chad Peterman

Convergence between the tech and life sciences sectors is likely to increase in pace over the next year.

Read More
plus

From the U.S. perspective, the November elections may have a profound impact on these laws. Potential changes include revised patent litigation venue rules, increased restrictions on “pay-for-delay” patent settlements, revised antitrust enforcement priorities, laws targeted at speeding drug and medical device approval, and revisions to the Affordable Care Act. There is great uncertainty about the direction of these and other relevant laws under the new administration and Congress.

Raising Capital

Perspectives

Image: Samuel A. Waxman
Samuel A. Waxman
Partner, Corporate Department

Sam Waxman

The hallmarks of a successful private capital raise, particularly at the early-stage level, are aligned expectations for both the company and investors as well as flexibility for the company’s future needs.

Growth Markets

Articles

What’s Next for the Capital Markets in Latin America?

What are the top trends to follow for the largest Latin American economies—including Brazil, Mexico, Argentina, and Colombia—and what is the outlook for the remainder of 2020? We examine the critical issues to keep top of mind.

Partner's Perspectives

Video

LIBOR Transition—Are You Ready?

In our video series, members of our LIBOR Transition Task Force explore the issues clients need to keep top of mind as they develop their LIBOR transition plans and prepare for the road ahead. View our videos

Partner's Perspectives

Video

Project Bonds: An Innovative Solution

Project bonds are a unique solution to a longstanding financing challenge. Hear from Cathleen McLaughlin about the rise of project bonds in Latin America—and the benefits they offer clients.

Partner's Perspectives

Video

PODCAST: THE LATEST ON PROJECT BONDS

Cathleen McLaughlin and Alex Herman discuss trends in the project bond sector, including the types of projects best suited to bonds and what sponsors need to know.

Video

Bridging the Value Gap in Life Sciences

Sam Waxman joins Naheed Kurji, President and CEO of Cyclica, to discuss how innovative partnerships are powering emerging growth companies.

Video

Brexit: What's Next for Our Clients

David Ereira, Partner, Restructuring and Finance Practice

Video

What are key issues clients need to keep in mind?

Growth Markets

Video

Case Study: Xiaomi

Shou Zi Chew, Chief Financial Officer, Xiaomi

Growth Markets

Articles

Podcast: What’s Next for Impact Investing?

Environmental, Social, and Governance (ESG) are the three central factors in measuring the sustainability and societal impact of an investment in a company or business. Listen to our podcast.

Governance and Regulation

Articles

Navigating COVID Relief Programs Across Europe

As governments across Europe continue to introduce new measures to respond to the economic consequences of COVID-19, businesses may be unsure whether legislation provides relief programs they can access. We can help. View our guide

Partner's Perspectives

Articles

Alternative Lending: What Role Do Attorneys Play?

Alternative lending is a growing industry and an increasingly significant player in corporate finance.

Partner's Perspectives

Articles

The Rise of Alternative Lending: Will It Cushion the Next Recession?

Regulating an industry is like squeezing a balloon: one side may get smaller, but the other side expands. In the same vein, bank lending became more regulated and stringent as a result of the last recession.

Raising Capital

Articles

HOW WILL THE NEW CFIUS LAW IMPACT FOREIGN INVESTMENTS?

The new law should quicken and improve reviews of foreign investments in the U.S., according to Scott Flicker.

Governance and Regulation

Articles

CHINA-U.S. TRADE RELATIONS AT A TURNING POINT?

With the two nations at a unique point in their trade history, Vivian Lam takes a look at what may come next.

Raising Capital

Articles

EU SCREENING OF FOREIGN INVESTMENTS

Negotiators reached a political agreement on an EU framework for screening foreign direct investments, and introduced an alert mechanism enabling regulators to act on short deadlines.

Partner's Perspectives

Articles

BREAKING THE GLASS CEILING

In the fifth edition of our comprehensive study, we examine the measures adopted to foster gender equality on boards of directors in 41 jurisdictions around the world.

Articles

California Consumer Privacy Act of 2018

With requirements similar to GDPR, the Privacy Act is set to dramatically change the privacy landscape across the U.S.

Articles

PRESIDENT TRUMP WITHDRAWS FROM JCPOA—SIX KEY TAKEAWAYS

What are the key issues to consider following President Trump’s decision to withdraw from the Joint Comprehensive Plan of Action (JCPOA) and re-impose sanctions on Iran?

Articles

Mapping the Trends: The Global Employer Update 2018

In the new, expanded edition of our guide, we provide succinct updates on major employment law developments across 53 jurisdictions.

Articles

Riding the Bumps: Opportunities in the European Private Debt Market

Luke McDougall and Diala Minott recently joined a roundtable hosted by Private Debt Investor magazine, along with other private debt professionals. Our partners shared their perspectives on the top trends to follow, and opportunities to pursue, in 2018.

Governance and Regulation

Articles

Trade, Regulations, and Investment: Navigating at the Speed of Light

Increasing trade frictions raise the cost of conducting business across borders. How can you best position your company to maintain and grow business in major markets as key free trade touchpoints come under pressure?

Articles

Extraterritoriality and the Rise of Litigation Risk

Cross-border, multi-jurisdictional investigations are the new normal. Few significant investigations are confined to only a single regulator, and many now involve three or more. This poses unique challenges for global companies.

Articles

THE CROSS-BORDER DEAL AT A CROSSROAD: CHARTING A NEW DIRECTION

Will the recent seismic shift in popular political attitudes about globalisation affect the way that corporates tackle international expansion?

Growth Markets

Articles

WOMEN STILL STRUGGLE TO JOIN BOARDS WHERE TARGETS ARE ABSENT 2

Despite government initiatives, the number of female executive directors has increased only slightly

Raising Capital

Perspectives

Image: Cathleen E. McLaughlin
Cathleen E. McLaughlin
Partner, Corporate Department

Cathleen McLaughlin

Risk assessment is the most significant difference. Most emerging markets credits are of a lower risk profile, which is reflected by rating agency ratings.

Raising Capital

Perspectives

Image: Teri E. O'Brien
Teri E. O'Brien
Partner, Corporate Department

Teri O'Brien

Every deal has a unique set of issues—regulatory, geographic, and political—but great deal structures still depend on having the right fundamentals.

Growth Markets

Perspectives

Image: Michael L. Fitzgerald
Michael L. Fitzgerald
Partner, Corporate Department

Michael Fitzgerald

In recent years Mexico has enjoyed the healthiest economy in Latin America, with a GDP growth rate higher than the U.S., a middle class that is developing at a historic rate, and a good degree of political stability.

Read More
plus

In addition to massive investment expected to flow into the energy industry, the creation of the REIT structure in Mexico revolutionized real estate investment. Mexico has produced some of the world’s largest real estate companies in just six years since REITs were introduced. Whether it be real estate, consumer goods for Mexico’s burgeoning middle class, or the fast-growing aerospace and automotive industries, Mexico may now be the world’s most attractive emerging market for international investment. Nevertheless, many economic challenges remain. Global uncertainties have led to plummeting oil prices, and many companies have been hit by the sharp devaluation in the Mexico peso versus the U.S. dollar. With both commodity prices and currency rates remaining volatile, Mexican companies, together with their advisors, must be ready to react to these rapidly changing circumstances.

Growth Markets

Perspectives

Image: Scott M. Flicker
Scott M. Flicker
Partner, Litigation Department

Scott Flicker

The pace of Chinese outbound M&A is clearly accelerating, with the U.S. remaining the most stable and desired destination for Chinese companies looking to hedge against domestic asset devaluation and support business and technological growth.

Read More
plus

Increased Chinese investment in U.S. industries that are seen as “sensitive” or “critical” has also resulted in an uptick in CFIUS reviews of Chinese deals, leading to greater focus by deal parties on how the CFIUS process affects their timing and outcomes. The more sophisticated the target, the more likely a CFIUS filing will be warranted and entail a lengthy and searching review. In some cases (such as Fairchild Semiconductor’s recent rejection of a bid from China Resources Microelectronics and Hua Capital Management), U.S. firms are actually walking away from lucrative Chinese offers out of concern that the takeover might not survive CFIUS review.

To address these issues, Chinese investors are exploring non-U.S. companies with a strong tech or engineering base. But this has its limitations. First, the U.S. is still home to a substantial number of companies undertaking cutting-edge R&D in technology and related areas. Second, even acquiring a non-U.S.-based company can generate CFIUS risks if the acquisition has U.S. business operations. This was the reason why CNOOC’s acquisition of Canadian company Nexen triggered a major CFIUS review—the target had operating assets in the Gulf of Mexico. Chinese outbound investors must be aware of the full range of potential CFIUS exposures in assessing potential deals.

Governance and Regulation

Perspectives

Image: Haiyan Tang
Haiyan Tang
Partner, Litigation Department

On the enforcement front, companies should expect the uptick of enforcement actions from the first half of 2016 to continue well into the second half of 2016 through 2017.

Read More
plus

In contrast to being the subject of enforcement actions by government authorities, companies are encouraged to self-report potential FCPA issues. The FCPA Enforcement Plan and Guidance pilot program was announced by DOJ on April 5, 2016. This program intends to provide more clearly defined incentives to encourage self-disclosure of potential FCPA issues. On the flip side, the pilot program also includes fairly rigorous requirements on making the self-disclosures in order to receive cooperation credit. As such, the net effect of the pilot program remains to be seen.

Of the nine SEC cases against the healthcare industry from July 2015 to September 2016, seven were related to China. It is increasingly critical and resource intense for pharmaceutical companies operating in China to meet compliance requirements.

Governance and Regulation

Perspectives

Image: David N. Shine
David N. Shine
Partner, Corporate Department

David Shine

Consolidation in the U.S. healthcare/life sciences space has continued apace through most of 2016.

Read More
plus

The first is uncertainty regarding antitrust regulation. In the U.S., the Federal Trade Commission (FTC) is the regulatory agency that reviews healthcare and life sciences transactions. The FTC has been intensifying its scrutiny over the past couple of years and is unlikely to lighten its focus. The reasons for this increased scrutiny are: (1) political pressures to provide consumers with greater protection against price increases, (2) the fact that several seats on the FTC are unfilled and the current members are all more “hawkish” on enforcement, and (3) a general toughening of enforcement by the Department of Justice (the other antitrust regulatory agency) has upped the overall enforcement climate for the FTC.

The second is uncertainty regarding healthcare regulation. The Affordable Care Act (known informally as Obamacare) has been stumbling recently, with several big healthcare providers either leaving the regime or threatening to. As a result, there is a low rumble in Washington about the need to make changes to the Act. However, the nature and extent of any potential changes are unclear. The upcoming U.S. presidential campaign has inevitably created a period of uncertainty until the new administration is established and its policies and lead personnel are in place.

Governance and Regulation

Perspectives

Image: Samuel W. Cooper
Samuel W. Cooper
Partner, Litigation Department
Image: S. Joy Dowdle
S. Joy Dowdle
Partner, Litigation Department

Boards are facing tremendous pressure from regulators to expand their involvement in corporate affairs.

Read More
plus

Quite appropriately, boards may wish to enhance oversight, and should ensure that management has in fact identified the company’s specific risk profile and undertaken thoughtful, responsive measures to address it. While doing so, however, board members should remain mindful that their role (and one that provides them substantial protection from personal liability under Delaware corporate law) is to oversee corporate affairs and not to manage them. Preserving this distinction allows boards and management to function in the areas where they are best suited, while maintaining the personal protection afforded directors in their oversight role.

Raising Capital

Events

The initial coin offering (ICO) market has become one of the most closely watched areas of financial activity. In our teleconference series, we offer a detailed look at the range of potential risks and outcomes in this time of tightening regulatory attention.

Articles

The SEC’s Relentless Focus on Cybersecurity

After WannaCry, head of enforcement says cybersecurity is the greatest threat to the industry.

Additional Partnerships

Our report, produced with GC Magazine, examines how in-house counsel in the U.S. are taking innovative action to advance diversity and inclusion within their own organizations and across the profession. The report features in-depth interviews with the general counsel of more than a dozen leading global companies.
Working with The Aspen Institute, we are reinventing our approach to pro bono, integrating it more closely with the firm’s legal practice. Our lawyers partner with fellows of the Resnick Aspen Action Forum, entrepreneurial leaders from around the world who are seeking to enact social change by turning their innovative ideas into positive action.
The Future of Payments, our special report based on analysis by the Centre for Economics & Business Research as well as a YouGov survey, examines the range of alternative payment methods gaining ground as cash transactions decline in the U.S. and UK—and the barriers these new technologies face as they struggle to become mainstream.

Get In Touch With Us

Contact Us