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Almost two long years following the announcement of proposed rules revising the framework for regulating initial public offerings and business combinations of special purpose acquisition companies (SPACs), the US Securities and Exchange Commission (SEC) adopted in a three-two vote final rules on the topic. While much has changed in the SPAC market since the SEC’s proposed rules were announced – notably a cooling in the face of regulatory and economic headwinds – the final rules largely enact the SEC’s proposals from March 2022.

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 26 February 2024.

The requirement that an inventor provides an enabling disclosure of their invention in exchange for patent protection lies at the heart of the patent system and is a central consideration for organizations across innovative sectors, especially those in life sciences and pharmaceuticals. This webinar delves into the dynamic landscape of patent enablement and plausibility standards, comparing and contrasting the nuanced approaches adopted in the US and Europe. In this session, we will discuss these recent developments, with a special focus on what they mean with respect to licensing, M&A and other transactions in the healthcare space and how you can anticipate issues as they arise in deals.

On 28 December 2023, the Treasury and the IRS issued a notice of proposed rulemaking regarding whether a debt instrument is worthless for US federal income tax purposes under Code section 166 (the “Proposed Regulations”). The Proposed Regulations would update the standards under Treas. Reg. § 1.166-2 used to determine when debt instruments held by regulated financial companies or members of a regulated financial group are conclusively presumed worthless.

Organizations subject to the Washington State My Health My Data Act (generally any organization with physical premises in Washington, and many organizations without it) are preparing for compliance by 31 March 2024. And should, in addition to the overall compliance requirements and immediate action items, be aware that the Washington Attorney General updated its guidance on the requirements for a consumer health privacy policy.

Join us for our virtual New York 2023-2024 Employment Law Update on Tuesday, 13 February 2024 at 1 pm ET.
In this 60-minute session, our team will highlight what employers in New York and the surrounding areas need to know to effectively navigate 2024, with practical tips to handle the latest developments.

Earlier this year, Canada’s mandatory reporting rules were broadly expanded by lowering the thresholds to trigger a reporting obligation and increasing the information that must be reported to the Canada Revenue Agency As a result, taxpayers may be required to flag certain mergers and acquisitions transactions in real time if it could be reasonably concluded that one of the main purposes of entering into the transaction was to obtain a tax benefit.

In this In Focus video, our Canadian Tax and Corporate Transactions lawyers discuss how common contractual protection clauses could trigger an early reporting requirement and expose taxpayers to significant penalties if they fail to report.

In June 2019, the Canada Business Corporations Act (CBCA) was amended to require private CBCA corporations to prepare and maintain a register of “individuals with significant control” (the “ISC Register“).
There have been two key changes since this requirement was first introduced:

  1. In May 2023, regulations were published to exempt additional corporations from having to prepare and maintain an ISC Register and to provide further compliance guidance.
  2. Amendments to the CBCA have been enacted imposing, amongst other things, the requirement to publicly file certain information contained in the ISC Register with Corporations Canada and to increase penalties for non compliance.

Much of the focus around climate legislation coming out of the latest California legislative session has been on new, far-reaching requirements pertaining to disclosure of climate data and climate-related financial risk. However, California also adopted a third law related to climate change last year – AB 1305 – which has received somewhat less attention but may well have a wider and more immediate effect. Intended to address greenwashing claims, particularly related to voluntary carbon offsets (“VCO”), the Voluntary Carbon Market Disclosure Act mandates disclosure by entities that: (1) sell VCO credits in California; (2) buy or use VCO credits sold in California; and/or (3) make climate claims about corporate performance or products.

In 2023, we helped Canadian employers overcome a host of new challenges across the employment law landscape. Many companies started the year with difficult cost-cutting decisions and hybrid work challenges. In our 75-minute “quick hits” format, we’ll help Canadian in-house counsel and human resources leaders track what to keep top-of-mind for 2024.