Eric W. Orts

Companies acquire or merge with each other for a variety of worthwhile reasons, ranging from managing uncertainty to gaining scale to accessing new resources. They also do it for less desirable reasons, including to gain market and political power, raise barriers to entry, or extract higher rents from consumers, workers, or suppliers. We must separate the good from the bad cases, and that is why most market economies require certain mergers to be vetted by antitrust authorities before they can be completed.

For the first time, the U.S. Commodity Futures Trading Commission (the “CFTC”) initiated enforcement actions against a carbon credit project developer and two of its executives for violating the antifraud provisions of the Commodity Exchange Act (the “CEA”) and CFTC regulations.

Global efforts to enhance anti-money laundering (AML) measures to combat financial crime are increasing. In this extract from a recent Clifford Chance webinar , we look at the latest AML trends in the EU, US, UK and Singapore and what they mean for business and compliance processes.

In May 2023, the SEC adopted new disclosure rules on company stock buybacks (“New Disclosures”) to help investors better evaluate whether the buybacks serve management's personal interest at the expense of the company and its shareholders. The New Disclosures would require public companies to disclose in their quarterly reports – forms 10Q and, for the final quarter, 10K – daily share buyback activities, the rationales for the buybacks, and any insider trading during the reporting period.

SEC Division of Examinations releases examination priorities for 2025

In a new paper, we investigate the financial implications of greenwashing, focusing on stock market responses to identifiable greenwashing events and accounting for the heterogeneity of global regulatory landscapes.1 Greenwashing is a deceptive advertising and marketing technique that organizations use to falsely convince the public that their products, goals, and policies are environmentally sound. However, while many firms genuinely strive to achieve and report sustainable practices, others use these deceptive tactics to project an eco-friendly image, often without substantive action. Fundamentally, greenwashing breaches stakeholder trust.

Special purpose acquisition companies (SPACs) have swiftly emerged as an alternative vehicle for global corporations that seek a public listing. As their name suggests, SPACs gather funds from investors through an initial public offering (IPO), with the intention of acquiring a current operating company (the “target company”) at a later stage. Following this acquisition process, the target company has the option to either merge with or be acquired by the publicly traded shell, thereby becoming listed instead of carrying out its own IPO.

Evidence of a rise in corporate market power has drawn the attention of U.S. policymakers, prompting antitrust regulators to more closely scrutinize mergers and acquisitions (M&A) that consolidate product markets. Such consolidations are believed to be behind the increased market power, which can lead to higher prices, fewer choices, and lower quality for consumers. To take action against harmful mergers, however, regulators must first be aware of them. In a new paper, we show that thousands of large deals go unreported because the criteria for regulatory review ignore an increasingly important economic asset in the economy: intangible capital.

On October 22, 2024, the Securities and Exchange Commission (“SEC”) filed settled enforcement orders involving four current and former public companies – Unisys Corp., Avaya Holdings Corp., Check Point Software Ltd, and Mimecast Limited. The settlements concern the issuers' disclosures relating to cybersecurity risks and intrusions following the December 2020 SUNBURST cybersecurity incident, which affected customers of SolarWinds' Orion software. Alleging that the issuers “negligently minimized” the impacts of the breach, the SEC levied civil monetary penalties ranging from $990,000 to $4 million. Each settled order credits the issuers with cooperating in the SEC's investigation. A dissent by Commissioners Hester Peirce and Mark Uyeda criticizes the majority for playing “Monday morning quarterback.”

Investors rely on proxy adviser recommendations to fulfill their fiduciary duty when voting in corporate elections. However, the proxy advisory industry is highly concentrated, with ISS and Glass Lewis controlling over 90 percent of the market,