On 6 March 2024, California Assistant Attorney General Paula Blizzard announced at the American Bar Association’s annual National Institute on White Collar Crime the state’s intentions to reinvigorate criminal enforcement of the Cartwright Act, California’s primary antitrust statute. California has not criminally prosecuted violations of the Cartwright Act in 25 years. Blizzard’s announcement comes shortly after California enacted legislation to codify restrictions against no-poach and non-compete clauses. All-in-all, state officials appear poised to follow in the Biden administration’s footsteps and increase antitrust enforcement. Companies should be on notice of certain states like California that are taking steps to strengthen antitrust enforcement and alleged agreements to fix prices, divide markets, and rig bids could soon lead to criminal penalties under either state or federal statutes.
Quebec’s Bill 96 significantly expanded existing French language requirements under Quebec’s Charter of the French language, including new translation requirements for a wide range of employment documents. Similarly, the treatment of commercial standard form contracts (or contracts of adhesion) must now be translated into French first, even if the parties agree to proceed in a language other than French, such as English.
On Thursday, 7 March 2024, the Tax Subcommittee of the House Committee on Ways and Means held a hearing on the Organization for Economic Co-operation and Development (OECD) inclusive framework’s Pillar One project. The hearing marked Congress’ first public inquiry dedicated solely to Pillar One since the release of the draft Multilateral Convention to Implement Amount A of Pillar One (MLC) and the final Amount B report. The same Subcommittee examined both Pillar One and Pillar Two in a July 2023 hearing that featured then-Deputy Assistant Secretary for International Tax Affairs Michael Plowgian.
On March 6, 2024, the US Securities and Exchange Commission (“SEC” or “Commission”) adopted final rules (“Final Rules”) that enhance and standardize the disclosure of climate-related information in registration statements and Exchange Act reports. The Final Rules were scaled back after years of significant feedback from registrants and other stakeholders, with the Commission receiving more than 24,000 comment letters in response to the initial rule proposal (“Proposed Rules”) in March 2022.
Below we discuss, among others: (i) the key takeaways and requirements for climate disclosures under the Final Rules, (ii) the key differences between the Proposed Rules and Final Rules, (iii) the expected compliance dates for disclosures under the Final Rules, and (iv) some practical considerations for companies that are subject to multiple climate disclosure regimes and regulations such as the new California and European Union climate reporting requirements.
The annual updates on enforcement trends and priorities this year build upon last year’s guidance by substantially sweetening the calculus for whistleblowers and voluntary self- disclosures, and reflecting the nation’s rapid adoption of disruptive technology tools especially including AI. Previous trends, such as the government’s ongoing enforcement effort aimed at protecting U.S. intellectual property from perceived threats by foreign adversaries, are not letting up, but instead are increasing in specificity as to related corporate compliance expectations. As companies increasingly engage in the race to use and sell AI tools and the datasets that fuel them, now is a great time to also put in place corporate compliance strategies to avoid becoming the next poster child for the government’s deterrence efforts.
On 29 January 2024, the OECD issued the first statistics on the International Compliance Assurance Programme (ICAP). These statistics cover all 20 ICAP cases completed since the beginning of the program in 2018 through October 2023.
The Government of Canada has announced the 2024 financial thresholds for pre-merger notification and clearance under the Competition Act, and for pre-closing, “net benefit” review and approval under the Investment Canada Act (“ICA”). While the Competition Act “size of transaction” financial threshold remains the same, the ICA financial thresholds have increased. Significantly, this is the third year in a row that the Competition Act financial threshold has remained unchanged at CAD 93 million in a bid to maintain the number of transactions subject to review by the Commissioner of Competition.
On 1 December 2023, the US Court of Appeals for the Fourth Circuit reversed a Sherman Act conviction of a former executive of an aluminum products manufacturer for failure to state a per se antitrust offense. In February 2022, the former executive was found guilty of six counts: conspiracy to rig bids, conspiracy to commit mail or wire fraud, three counts of mail fraud, and one count of wire fraud. The court affirmed the mail and wire fraud convictions, but reversed the Sherman Act conviction of conspiracy to rig bids. The Fourth Circuit held that the trial court erred in applying the per se rule without considering the fact that the alleged scheme took place within the context of a “dual distribution” relationship among competing bidders, who also maintained a supplier relationship.
On 8 December 2023, Treasury and the IRS released Notice 2024-16 announcing their intent to issue proposed regulations addressing the treatment of basis under section 961(c) in certain inbound nonrecognition transactions in which a domestic corporation acquires the stock a controlled foreign corporation (CFC) from another CFC. These proposed regulations are in addition to the highly anticipated proposed previously taxed earnings and profits (PTEP) regulations expected this year. According to the Notice, the proposed regulations will provide that, in the case of certain “covered inbound transactions,” the domestic acquiring corporation’s adjusted basis in the acquired CFC stock (as determined under section 334(b) or 362(b)) will be determined as if the transferor CFC’s section 961(c) basis were adjusted basis.
In this episode of FInsight: The Global Financial Institutions Industry Podcast, Blair Robinson (Partner, New York) and Lorren Martin (Senior Associate, London) discuss how financial institutions are navigating issues around inclusion, diversity and equity (ID&E) on both sides of the Atlantic and globally, with Rachel Farr (Senior Knowledge Lawyer, London).