Insights
FCA Consults on Overhaul of UK MiFID Transaction Reporting Regime
European Commission Proposes to Revise the SFDR, Pivoting Towards a Labelling Regime
SBTi Publishes Second Consultation Draft of Corporate Net-Zero Standard
Resource
The Latham FPI Guide
Updated guide includes the topics that are of most interest to foreign private issuers and their advisors when engaging in US capital markets transactions.
Latham in Focus Video Series
The Book of Jargon Series – Word of the Day®
The Book of Jargon® is a series of practice area and industry-specific glossaries published by Latham & Watkins.
Red Flag Report
a Due Diligence report limited to substantial issues/risks and findings identified in the course of the Due Diligence; additionally, the scope of the Due Diligence is rather limited
Acrylic
a slang name for a Deal Toy or Tombstone
Lock Ups
a window of time during which investors are not allowed to redeem or sell shares of a company.
280G
US Internal Revenue Code section that provides for the loss of tax deductions by the company and a 20 percent excise tax for the individual for Parachute Payments that exceed a certain Threshold amount paid to certain executives, shareholders and highly compensated employees of the Target Company in connection with a Change of Control transaction
Gross Up
a provision in an agreement which increases the amount of a specified payment so that, after payment of all applicable taxes owed by the recipient resulting from the payment, the recipient receives what it would have received if the payment had not been subject to the applicable taxes. A Tax Gross Up historically was very common in Parachutes, but under pressure from institutional Investors and Proxy Advisory Firms, has largely been eliminated from new Parachutes and has been negotiated out of many older Parachutes. A Tax Gross Up in loan agreements generally protects Lenders which are not otherwise subject to tax in the Lender’s jurisdiction from the possible imposition, after the Closing Date, of Withholding Taxes by a taxing authority.
In each episode of Connected With Latham, we discuss ideas, developments, and trends shaping the global economy.
Federal Reserve Board Finalizes Revisions to Its Supervisory Rating Framework
The FRB will focus on overall safety and soundness rather than single deficiencies, allowing more large financial institutions to qualify as “well managed.”
EPA Grants Texas Primacy Over Class VI Carbon Storage Wells
The rule positions the Railroad Commission of Texas as the primary permitting authority over Class VI wells and could expedite CCS projects in the state.
New Law Bolsters CCUS Projects in California
California Governor Gavin Newsom signed legislation lifting moratorium on transportation of carbon dioxide by pipeline.
FCA Consults on Changes to the UK Short Selling Regime
Changes largely focus on streamlining administrative requirements to reduce the regulatory burden.
The 2025 US Government Shutdown: Impact on Court Operations
Federal funding lapse could slow filings and hearings as US courts shift schedules and staffing.
US Banking Regulators Propose to Refocus Supervision on Material Risks and Eliminate Use of Reputation Risk
The proposals align with Trump administration policy by emphasizing supervision of material and quantifiable financial risks.
New York Establishes CERCLA-Like Liability for Inactive Hazardous Waste Disposal Sites
New statute allows the government to recover costs and natural resource damages from a broad set of PRPs.
UK Regulators Finalise Updates Bank Remuneration Rules
The regulators have tweaked the final rules in places to grant more flexibility to firms.