Shortly before the scheduled start of the trial, the U.S. Department of Justice, Antitrust Division (Division) reached a settlement with Hewlett Packard Enterprise (HPE) and Juniper Networks (Juniper), allowing their $14 billion merger to proceed. The settlement, described by the agency as “novel,” requires divestiture of an HPE business line to a pre-approved buyer and at least one license of certain Juniper technology to one or more licensees that must be approved by the Division.
SEC Proposes Tighter Cybersecurity Disclosure Requirements
By Rob Evans on
The SEC has proposed rules (Release No. 33-11038) that would require new cybersecurity disclosures. If adopted the rules would codify and build upon the Commission guidance on cybersecurity risks and incidents.
The proposed amendments include:
- Form 8-K filing regarding material cybersecurity incidents within 4 business days
- Forms 10-K
…
Delaware Court Addresses De-SPAC Merger Claims
By Stanley Keller on
In an important decision, the Delaware Court of Chancery, in In re Multiplan Corp. Stockholders Litigation, 2022 WL 24060 (Del. Ch. Jan. 3, 2022), in denying the defendants’ motion to dismiss, addressed claims against the sponsor and other insiders of a special purpose acquisition company or “SPAC” for…
SEC Provides Reminder that Form 12b-25 is a Disclosure Document
By Stanley Keller on
The SEC’s Division of Enforcement announced on April 29, 2021 settled enforcement actions against eight companies for failure to adequately disclose the reasons for their inability to timely file their Form 10-Ks or Form 10-Qs when filing a Form 12b-25 (commonly known as “Form NT”) to extend the time to…
Continued SEC Focus on SPACs
By Rob Evans on
As we discussed in our posting at the end of 2020, “SEC Focus on SPACs“, special purpose acquisition companies (SPACs) have become an important investment vehicle and source of M&A activity and the focus of heightened attention from the SEC staff. SPAC transactions include initial public offerings and…
New Tax Rules May Cause Changes in High Yield Deals and Credit Facilities with Upstream Guarantees
By Rob Evans on
For decades, companies issuing debt securities in the high yield market could not provide a full package of credit support from non-US subsidiaries. The same was true for borrowing money under credit facilities. That’s because IRS rules treated credit support from non-US subsidiaries as a deemed dividend to the US…
Capital Markets Opportunities for Growth in Produced Water Disposal Infrastructure and Services
By Stephanie Kelly on
Posted in M&A, Uncategorized
Locke Lord recently hosted in our Houston office a program titled “Produced Water Disposal – The Next Big Wave in E&P” as part of its High Noon Knowledge Series. Disposing of water used in oil and gas operations is one of the biggest challenges facing energy companies today. Our firm…