On July 3, the US Department of Justice (DOJ) and Securities and Exchange Commission (SEC) issued the second edition of the Resource Guide to the US Foreign Corrupt Practices Act (the 2020 Guide), the first full-scope overhaul of the Resource
Corporate & Commercial
PRC Government Hacking: How It’s Done, Part 2
In The Chinese Government is Accessing YOUR Network Through the Backdoor and There Still is NO Place to Hide, I explained how Chinese banks are requiring their account holders — including all foreign companies in China — to install…
Seeking Video Testimonials
Plenty of you appreciate what I do. I know that because I hear from you. I’d like to help foster more of a sense of community—yes, a community of contract-language nerds, but still a community—by having you share your impressions.…
Cleary Gottlieb Discusses SEC Proposal to Significantly Change Reporting by Institutional Investors
On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F.[1] The SEC’s proposal…
The Specter of Political Bias Is Haunting Corporate Governance
In 1985, the Delaware Supreme Court, in Unocal Corp. v. Mesa Petroleum Co.,[1] held that the “omnipresent specter” of a conflict of interest sufficiently clouds judicial review of anti-takeover measures to require application of enhanced scrutiny. Notably, the court…
Marshall Islands | Economic Substance Regulations
The Marshall Islands has adopted the Economic Substance Regulations (“ESRs”) in relation to the compliance of legal entities which are tax residents or centrally managed and controlled in the Republic of Marshall Islands in order to ensure that profits are…
As the United States Targets China’s Human Rights Abuses, Companies Should Prepare for Stricter Due Diligence on Forced Labor
As the United States seeks to take more forceful action punishing China for its escalating human rights abuses against Muslim ethnic minorities in the Xinjiang autonomous region and the citizens of Hong Kong, international businesses whose supply chains intersect with…
$200+ Million Oil and Gas Breach of Contract Claim Denied by Texas Supreme Court
Introduction. In the COVID19 age, Business transactions and formal legal proceedings are now commonly being conducted remotely. In the recent Texas Supreme Court decision of Chalker Energy Partners III, LLC v. Le Norman Operating LLC, 595 S.W.3d 668, 669–70…
As the United States Targets China’s Human Rights Abuses, Companies Should Prepare for Stricter Due Diligence on Forced Labor
As the United States seeks to take more forceful action punishing China for its escalating human rights abuses against Muslim ethnic minorities in the Xinjiang autonomous region and the citizens of Hong Kong, international businesses whose supply chains intersect with…
Commercial Division Holds Nonsignatories Are Bound By Agreement’s Arbitration Clause
“Read before you sign”, is what we counsel our clients, since we all know that courts will bind one contractually to a signed agreement even if not read. But, what if you never signed the agreement? Can you still be…