Partner Gillian Emmett Moldowan (New York-Compensation, Governance & ERISA) spoke with FT Agenda about executive stock ownership and compliance with company stock ownership and retention policies. The article speaks specifically about new McDonald’s CEO Chris Kempczinski and how promotions are often considered under company stock ownership and retention policies.

Tim Sheddick, partner at Shearman & Sterling, highlights the following key themes he believes will dominate the infrastructure sector in 2020.

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

Partner Sarah McLean authored a white paper titled “Private Equity Oil & Gas Transactions: Insights for Buyers and Sellers” in which she provides an overview of concepts and provisions likely to come up in negotiations of purchase and sales agreements in oil and gas transactions involving private equity buyers or sellers.

The U.K. House of Commons has approved the Withdrawal Agreement. Assuming this is ratified by the EU, and Royal Assent is achieved in time, the U.K. will leave the EU on January 31, 2020, entering into a “transition” or “implementation” period during which most of the EU’s arrangements and legal regime will continue to apply in the U.K. This period is planned to end on December 31, 2020, leaving just 11 months for the EU and U.K. to reach mutual agreement on their future relationship. The European Commission’s Brexit Task Force is gearing up preparatory work for these negotiations. One of the first steps was the publication on January 10, 2020 by the Commission of a presentation to the Council Working Party on personal data protection and cooperation and equivalence in financial services.^[1] The presentation sets out the Commission’s intended approach to equivalence in financial services and data protection.

On Friday, the Federal Trade Commission (“FTC”) and the Antitrust Division of the U.S. Department of Justice (“DOJ”) released joint draft Vertical Merger Guidelines (“Guidelines”) for public comment. This much anticipated revision to the Guidelines, which had not been updated in more than 35 years, outlines how the FTC and DOJ evaluate whether vertical mergers violate the federal antitrust laws. The Guidelines are notable both because they strike a more aggressive stance towards vertical mergers than prior guidance, and in that the two Democratic FTC Commissioners abstained from voting on the Guidelines, which they did not think were aggressive enough. The release of these Guidelines reinforce that vertical merger enforcement will continue to be a priority for both the FTC and DOJ.

The U.S. Department of the Treasury issued final regulations late yesterday that significantly expand the authorities of the Committee on Foreign Investment in the United States (CFIUS) to conduct national security reviews of foreign investments in U.S. businesses. Issuance of the final regulations culminates a multi-year legislative and regulatory process to modernize the CFIUS process. The final rules resolve a number of fundamental issues regarding the jurisdiction and scope of CFIUS, which should help to bring much-needed certainty to the CFIUS review process. Transaction parties and dealmakers should closely review the regulations as they will impact the terms and timing of many transactions and investments. The final regulations become effective on February 13, 2020.

The final quarter of 2019 saw a burst of wide-reaching sanctions developments from China to Latvia, capping off another record year of U.S. sanctions implementation and enforcement.

On January 13, 2020, the Treasury Department and the Internal Revenue Service published final regulations (the “Final Regulations”) regarding “Qualified Opportunity Zones” (“QOZs”) and “Qualified Opportunity Funds” formed to invest in QOZs (“QOFs”). The first set of proposed regulations, released on October 19, 2018, contained helpful guidance but left numerous lingering issues and unanswered questions. A second set of proposed regulations, released on April 17, 2019 (together with the first set of proposed regulations, the “Proposed Regulations”), provided relief to QOFs and their investors and clarified the manner in which QOFs may be structured. The Final Regulations largely adopt the Proposed Regulations; most of the changes and additions made by the Final Regulations are clarifying in nature. A few of the changes, however, are significantly favorable to investors, which reflects the government’s continuing commitment to facilitate broad investment in QOFs by eligible investors. 

Partner Lyle Roberts (Washington, D.C.-Litigation) offers thoughtful commentary on the Insider Trading Prohibition Act in an op-ed with The Wall Street Journal, including whether the bill is a sound piece of legislation to address the nation’s insider-trading activity.