Partner Rob Masella (New York-Mergers & Acquisitions), Head of Shearman & Sterling’s Healthcare Industry Group, will moderate the “M&A and Business Development in Biotech“ panel at Solebury Trout’s 8th Annual Hamptons CEO Roundtable on August 16, 2018. The panel will discuss biotech cycle and valuations, deal structures and partnering with pharma. Panelists include Axel Hoos, SVP, Therapeutic Area Head of Oncology R&D at GlaxoSmithKline; Stephanie Oestreich, Executive Vice President at Evotec; Ed Saltzman, President and Founder of Defined Health; and Anton Xavier, Assistant Director of Technology and Business Development at Stony Brook University.

Shearman & Sterling is advising KMG Chemicals on its acquisition by Cabot Microelectronics Corporation for approximately $1.6 billion in a cash and stock merger transaction. The combined company is expected to have annual revenues of approximately $1 billion and approximately $320 million in EBITDA, including synergies, extending and strengthening Cabot Microelectronics' position as one of the leading suppliers of consumable materials to the semiconductor industry. The company will also be a leading global provider of performance products and services for improving pipeline operations and optimizing throughput.

On 16 July 2018, the UK’s independent corporate governance, accounting and audit regulator, the Financial Reporting Council (the FRC), published a revised edition of the UK Corporate Governance Code (UKCGC) and supporting informal guidance on how boards might apply it. The new UKCGC will apply to all premium listed companies (whether or not UK incorporated) with accounting periods beginning on or after 1 January 2019. A number of other important corporate governance reforms have been introduced in the UK at the same time.

Shearman & Sterling advised Anglo American on the completion of its sale to Mitsubishi Corporation of an additional 21.9% equity interest in Anglo American Quellaveco S.A. (AAQSA), which owns the Quellaveco copper project in Peru. Mitsubishi already held an 18.1% interest in AAQSA and, following the closing of the transaction, Mitsubishi's interest has increased to 40%, while Anglo American retains a 60% interest.

Confirming its status as one of New York City’s most iconic and sought-after office towers, Shearman & Sterling represented an affiliate of Solow Realty & Development Company on its lease with Apollo Management Holdings L.P. at 9 West 57th Street, often referred to as the most prestigious office tower in Manhattan. The transaction with Apollo, a long-standing occupant of the building, included a significant extension of the term and an expansion of Apollo’s footprint in the building. In keeping with the continuous commitment from the building’s ownership to ensure it maintains its well-deserved prestigious reputation, the owner has undertaken a modernization program in the building, including the elevators.

Shearman & Sterling advised a consortium of banks led by Bayerische Landesbank on the financing of the acquisition of ChainMaster Bühnentechnik GmbH by LIFTKET Hoffmann GmbH, a portfolio company of AFINUM as part of a succession regulation.

On July 26, 2018, the Securities and Exchange Commission (SEC) denied an application for a rule change that would have allowed the Bats BZX Exchange, Inc. to list and trade shares of the Winklevoss Bitcoin Trust, primarily because it viewed Bitcoin, the underlying asset, to be vulnerable to fraud and market manipulation. The Securities Exchange Act of 1934 directs the Commission to disapprove a proposed rule change of a self-regulatory organization (SRO), such as BZX, if the Commission finds that the proposed rule change is inconsistent with the requirements of the Exchange Act and the rules and regulations applicable to the SRO.

Counsel Gillian Emmett Moldowan (New York-Compensation, Governance & ERISA) recently wrote an article for PLI Current titled “Effectively Telling Your Executive Compensation Story as an Activist Defensive Measure.” In this article, Gillian describes how effectively telling your company’s executive compensation story in your proxy statement can act as a key defensive measure against potential activist campaigns. “Not only can it mitigate the occurrence of an activist campaign,” she says, “but it can also provide a key opportunity to show other shareholders how the company is already on the right track.”

Shearman & Sterling advised HF Private Debt on the financing of the acquisition of KAMA GmbH, a medium-sized machine manufacturer, by funds advised by PREMIUM Equity Partners.

On August 13, 2018, President Trump signed into law legislation that will sharpen the rules governing U.S. national security reviews by the Committee on Foreign Investment in the United States (CFIUS).  The final legislation will intensify scrutiny of foreign investments in U.S. critical infrastructure and critical technology companies and investments by Chinese companies, although some of the more draconian measures included in the original bill have been stripped.