The recent decision of the English Court of Appeal in NTN Corporation v Stellantis[1] concerned an appeal against a successful application to strike out an off-setting defence to a competition damages claim. It is an important clarification of the threshold that must be met to raise an off-setting defence, a common, and potentially potent, strategy used by defendants to reduce their damages exposure in competition claims.

Partner Kris Ferranti (New York-Real Estate) authored a LexisNexis Practical Guidance practice note that examines issues to consider when drafting the promote mechanic provisions of a real estate joint venture agreement.

Edited to provide updates regarding effective dates of relevant thresholds.  On January 21, 2022, the U.S. Federal Trade Commission announced the annual changes to the thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The new size of transaction threshold is $101 million. The new HSR Act thresholds will go into effect on February 23, 2022 and will apply to all transactions closing on or after that date.

Closing the year with a renewed focus on the People’s Republic of China, the Biden Administration imposed new export restrictions on US-origin technology to Chinese tech firms to hinder the PRC’s military and security apparatuses, sanctioned several Chinese officials in Hong Kong for purported encroachments on the region’s autonomy, and signed bipartisan legislation aimed at preventing the importation of goods produced by forced labor.  Meanwhile, the State Department sanctioned a construction company for its involvement in the Nord Stream 2 pipeline, as President Biden worked with allies to try to leverage NS2’s operation to deescalate tensions at the Russia-Ukraine border.   Amid a notable rise in cyber-attacks worldwide, OFAC sanctioned a virtual currency exchange for facilitating ransomware transactions and the Department of Commerce blacklisted companies who develop cyber-enabled technology.  Finally, enforcement actions this quarter highlight how human errors can lead to compliance gaps by undermining automated controls.

The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the 2021 proxy season and developing trends to consider for 2022.

With bipartisan support and recent high-profile proofs of concept, carbon capture and sequestration is increasingly on the forefront of the energy innovation conversation.