Despite a general slowdown in global mergers and acquisitions activity in recent years, certain U.S. buyers have continued to target U.K. businesses and assets for acquisition. Interest in the U.K. M&A market has been further supported by its perceived safety in a global macro environment that appears increasingly challenging. This article highlights key considerations for a U.S. buyer interested in pursuing an M&A transaction in the U.K., with specific notes relevant to Texas business.
Hurricane Beryl: How to Maximize Your Company’s Insurance for a Faster Recovery
A key step in recovering from a hurricane involves accessing insurance. Many insureds have questions such as: Are we covered? How do we prepare our claim? What if we suffered because our customers or suppliers were impacted? Are governmental funds available to aid our recovery? These and other issues are crucial to accelerating and maximizing the recovery process.
On Winter Storm Uri, the Texas Supreme Court and the Public Utilities Commission’s Power to Address Statewide Emergencies
Earlier this summer, the Texas Supreme Court decided two highly publicized, high-stakes cases arising out of Winter Storm Uri. The upshot of Luminant and RWE appear three-fold for the Texas electricity industry.
The SEC’s Evolving Enforcement Authority: From Courtroom to Administrative Proceedings
For more than a decade, the U.S. Securities and Exchange Commission has been able to bring enforcement actions in either federal court or the agency’s internal venue. Not anymore. The U.S. Supreme Court issued a pivotal ruling in SEC v. Jarkesy significantly curtailing the SEC’s ability to use its administrative proceedings to impose civil penalties for securities fraud. Instead, these cases must be tried in federal district court, where a defendant’s Seventh Amendment right to a civil jury trial is available. This decision not only alters the landscape for securities fraud enforcement but also signals potential broader implications for the enforcement powers of federal agencies across the government.
Coupled with a series of other recent rulings by the Court, this verdict adds to a body of law with potentially far-reaching implications for the enforcement powers of all federal agencies.
It’s Always Phishing Season for Cyberattacks: Insurance Carriers are a Big Catch for Cybercriminals
Consumers depend on insurance companies to provide protection and support in trying times, but what happens when even that insurance company becomes vulnerable to cyber risk? Just like any other business, it is critical that insurers assess their own cyber risk.
Texas Business Court Countdown: Time to Update Your Forum Selection Clause?
Many litigants feel that Sept. 1 can’t come fast enough, and with it the promise to usher in a new era for high-stakes Texas commercial litigation. But others are quick to caution that, for all the anticipation, plenty of open questions remain. One way or another, every lawyer advising on a new contract that potentially qualifies for dispute resolution in the business court may confront the same question: Should we push for a forum selection clause that preemptively agrees to have new disputes heard in the new court?
Jury System Survives Challenges in Trump Case
In this guest article, Winston & Strawn’s Tom Melsheimer applauds the jurors who decided the New York State court trial of Donald Trump. “Trial lawyers can discuss and debate the result and argue about the tactics of both sides. That’s fair game,” he writes. “But anything but praise for the citizens who were effectively drafted into a fractious and controversial case? That’s just fake news.”
Q&A with SEC Associate Regional Director for Enforcement David Fraser
Last fall, the U.S. Securities and Exchange Commission promoted David Fraser to associate regional director for the Fort Worth regional office. Fraser discusses the new role and the challenges and successes he’s had so far in leading enforcement for the FWRO in this Q&A.
Be Careful Where You Seek Pre-Suit Discovery: Appellate Divide on TCPA Deepens
In Amarillo, Austin, and just recently Fort Worth, the party resisting pre-suit discovery under Rule 202 can (in the right circumstances) file a motion to dismiss under the Texas Citizens Participation Act (TCPA), requiring the petitioner to meet the TCPA’s evidentiary hurdles or risk paying the other side’s fees and getting sanctioned, all while potentially engaging in a protracted process that spoils the entire purpose of Rule 202 petitions. But both Houston Courts of Appeals have rejected the applicability of the TCPA to pre-suit discovery. Until the Texas Supreme Court resolves the split, where a pre-suit petition for discovery is filed can have a dramatic impact on the outcome.
SEC on the Lookout for Whistleblower Restrictions
The agency has been very active in whistleblower protection for the last 18 months — with seven cases generating more than $30 million in fines — and now appears to be kicking off an enforcement sweep looking at executive agreements for public companies to determine whether they somehow “inhibit” sharing information with the SEC. This is a timely issue for public company legal departments, especially since the SEC’s most recent cases have expanded what the agency thinks is problematic conduct.
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