Partners Elvira Aliende Rodriguez and Geert Goeteyn, and associates Caroline Préel and Patricia Sanchez-Calero (all Brussels-Antitrust) have authored the chapter “European Union: Cartels and Lenience” in the GCR EMEA Antitrust Review 2020 published by Global Competition Review on July 19, 2019.

Partners Jay Baris (New York-Investment Funds) and Russell Sacks (New York-Financial Institutions Advisory & Financial Regulatory) wrote an article for LexisNexis titled “Regulation Best Interest: First Analysis.”

Attorneys from Shearman & Sterling's New York, London and Paris Capital Markets and Mergers & Acquisitions practices have contributed to Global Legal Insights: Initial Public Offerings Laws and Regulations 2019. The guide covers common issues in initial public offerings, including the IPO process, regulatory architecture, public company responsibilities, potential risks, liabilities and pitfalls in 27 jurisdictions, featuring different authors for each jurisdiction.

In this newsletter, we provide a snapshot of the principal European, U.S. and selected international governance and securities law developments of interest to European corporates.

This quarter, the Trump Administration continued its “maximum pressure” campaign against Iran, extending sanctions to its metals industries and senior officials as prospects of an EU alternative payment system all but collapsed. OFAC also maintained focus on Venezuela, disrupting the country’s oil revenues and its ties to Cuba. Meanwhile, OFAC published new guidance for building an effective sanctions compliance program and revised regulations governing reporting requirements. On track for a record number of enforcement actions, OFAC announced multiple resolutions, including settlements with three U.S. entities for arranging Cuba-related travel services. Finally, Turkey’s scheduled purchase of a Russia-developed defense system will test the Trump Administration’s resolve in imposing mandatory CAATSA sanctions.

Partner Jay Baris (New York-Investment Funds) wrote an article for LexisNexis titled “Market Trends 2018/19: Investment Companies.” The article analyzes recent SEC regulatory agenda, releases, speeches and statements for regulatory trends.

The Antitrust Division of the U.S. Department of Justice (Division) finally will consider the existence of effective antitrust compliance programs at the charging stage of criminal antitrust investigations, opening up the possibility that cartel participants could avoid prosecution even if they are not a first-in leniency applicant.  The Division’s previous, and longstanding, approach had been not to consider compliance programs at the charging stage, on the theory that a compliance program is by definition ineffective if it failed to prevent a criminal violation of the antitrust laws. The most important practical effect of this new policy is likely to be that the Antitrust Division will be more willing to consider the use of a deferred prosecution agreement (DPA) to resolve criminal cartel matters – an option it has strongly resisted before now.

Shearman & Sterling attorneys acted as the founding lead editors and contributors to key chapters in the latest Global Legal Insights edition entitled, AI, Machine Learning & Big Data, a book published by Global Legal Group Ltd, London. The publication covers the important considerations, legal issues and market practices in 31 global jurisdictions around artificial intelligence with respect to how it intersects with the laws of each country.

Although final rules were published in December of 2018, July 1^st marked the date that issuers (other than smaller reporting companies and emerging growth companies) must begin complying with the Dodd-Frank Act’s hedging policy disclosure rules.

On 27 June 2019 the European Commission imposed a fine of €28 million on the Japanese imaging and optical products manufacturer Canon for “gun-jumping” by using a warehousing structure in its 2016 acquisition of Toshiba Medical Systems (TMS), and this comes two years after the Commission announced that it had opened an investigation. Canon has announced that it will appeal the fine.

This decision has important implications for companies wishing to structure the sale of a business so that signing and closing take place simultaneously, despite the buyer needing to obtain regulatory approvals or achieve other gating items before taking full control of the target.