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In Antitrust / Competition

United States: 2025 HSR Notification thresholds announced

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The Federal Trade Commission has just announced its annual adjustment to the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The corresponding adjustments to the HSR filing fee schedule also were included in the announcement. The adjusted notification thresholds and filing-fee schedule will apply to transactions that close on or after the effective date, which will be 30 days after publication in the Federal Register and no earlier than 12 February 2025.

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In Antitrust / Competition

United States: FTC Imposes First “Gun-Jumping” Penalty in 25 years, in a Record Amount.

by , and 5 Mins Read

The Federal Trade Commission brought its first gun-jumping action in decades against crude oil producers XCL Resources Holdings, LLC, Verdun Oil Company II LLC, and EP Energy LLC, imposing a civil penalty of USD 5.6 million. A “gun-jumping” violation occurs when a proposed buyer exerts control over the operations of the target business before the expiration of the relevant waiting period under the Hart-Scott-Rodino Act. This settlement represents the largest penalty ever imposed for a gun-jumping violation.

In Corporate Compliance

Hong Kong: SEHK issues new guidance letter highlighting its expectations on independent investigations conducted by long suspended issuers

by and 5 Mins Read

On 26 November 2024, The Stock Exchange of Hong Kong Limited (SEHK) issued a new guidance letter (GL120-24) to inform the market of its expectations on investigations conducted by suspended issuers and the roles of the directors and the independent investigation committees (IIC). According to the latest monthly prolonged suspension status report published by the SEHK, as at 29 November 2024, there were 57 Main Board and eight GEM issuers which have been suspended for three months or more.

In Anti-Corruption

United States: Nationwide preliminary injunction on Corporate Transparency Act enforcement

by , , , and 6 Mins Read

The Corporate Transparency Act requires “reporting companies” to file “beneficial owner” information and “company applicants” with the Financial Crimes Enforcement Network (FinCEN) as early as 1 January 2025. In a “last minute” 3 December 2024 decision, the US District Court for the Eastern District of Texas in Top Cop Shop, Inc., et al. v. Garland, issued an order temporarily enjoining the US government from enforcing the CTA and CTA regulations

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In Corporate Compliance

Czech Republic: Essential legal changes in company transformation laws

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Since 19 July 2024, companies operating in the Czech Republic have faced significant changes in their legal obligations when undergoing mergers, spin-offs and other transformations. The new legislation follows the EU Directive on cross-border conversions, mergers, and demergers. It aims to streamline the transformation process, reduce administrative costs and bureaucratic burdens.

In Corporate Compliance

Luxembourg: New accounting thresholds in Luxembourg — what companies and groups need to know

by and 4 Mins Read

The Grand-Ducal Regulation of 25 October 2024 (GDR) introduced new accounting thresholds in Luxembourg, aligning with Delegated Directive (EU) 2023/2775, which was adopted on 17 October 2023.
This measure aims to increase the accounting thresholds applicable to companies and groups in response to the inflation observed between 2013 (adoption of the 2013 EU Accounting Directive) and 2023, and to reduce administrative burdens for businesses.
For that purpose, the GDR amends the provisions of the Luxembourg law on commercial companies dated 10 August 1915 as amended and the Luxembourg law on the register of commerce and companies and accounting dated 19 December 2002 as amended.

In Antitrust / Competition

United States: DOJ Antitrust Division updates guidance regarding Evaluation of Corporate Compliance Programs

by , , , and 7 Mins Read

On 12 November 2024, the US Department of Justice Antitrust Division updated its Evaluation of Corporate Compliance Programs in Criminal Antitrust Investigations (ECCP). The additions include guidance such as using “managers at all levels” to “set the tone from the middle” by “demonstrating to employees the importance of compliance,” establishing policies that account for the use of “ephemeral messaging or non-company methods of communication,” applying “data analytics tools in . . . compliance and monitoring,” and involving compliance personnel in “the deployment of AI and other technologies to assess the risks they may pose.” Additionally, the ECCP now addresses its application to civil investigations.

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In AML & Financial Services Regulatory

United States: The SEC adopts EDGAR Next – What public companies need to know now

by , and 7 Mins Read

On September 27, 2024, the Securities and Exchange Commission (SEC) approved final rules as part of technical amendments to EDGAR (collectively, referred to as “EDGAR Next”) to enhance the security of the system. The rulemaking amends Rule 10 and 11 of Regulation S-T, Form ID (needed to obtain EDGAR access codes) and updates the EDGAR Filer Manual.
EDGAR Next will significantly change how filers access EDGAR, make filings, and manage accounts.

In Anti-Corruption

United Kingdom: Government publishes guidance on Failure to Prevent Fraud Offence

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The Home Office published their long-awaited guidance on the new failure to prevent fraud offence on 6 November 2024. The FTPF Offence, introduced by the Economic Crime and Corporate Transparency Act 2023, allows for large organizations to be held criminally liable where their employees, agents, subsidiaries, or other “associated persons” commit a base fraud offence intending to benefit the organization or its clients, and it is determined the organization failed to implement “reasonable fraud prevention procedures”. All large, incorporated bodies and partnerships are in scope of the FTPF Offence, and it applies both to UK-based organizations and organizations based abroad with a UK nexus. The Government also announced that the FTPF Offence will come into force on 1 September 2025.

In Corporate Compliance

India: Is your business aligned with India’s ESG wave?

by , , and 5 Mins Read

While many are aware that the Indian government is aiming to attract at least USD 100 billion a year in gross Foreign Direct Investment in 2024, they may be less aware that the government has also recently set out a progressive ESG regulatory framework. Investors will therefore need to align with this Indian ESG wave and also ensure that their own ESG programs are robust enough to mitigate risks as well as realize opportunities.

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