Sullivan & Cromwell LLP

On February 10 and 11, President Trump issued two proclamations directing the Secretary of Commerce to impose 25% tariff rates on imported steel, aluminum, and certain downstream goods derived from those materials. The measures are scheduled to take effect on March 12, 2025. Subscribe to our memos: https://lnkd.in/eJ2NJfei Learn more: https://lnkd.in/ebAKTS_c

In this episode of S&C Sidebar, Jay Clayton, Senior Policy Advisor and Of Counsel to Sullivan & Cromwell, is joined by Alan Fishman, a partner in S&C’s General Practice Group, to discuss legal developments in capital markets and finance, including the regulatory pendulum shift and the migration of capital to public markets. Listen to the episode: https://lnkd.in/eUfnRS8c

Steven Peikin, Head of S&C’s Securities & Commodities Investigations Practice, contributed an article to the Brazilian publication Consultor Jurídico. The article outlines the Americanas fraud perpetrated by and for the benefit of former senior management who concealed information from the Board of Directors, and discusses the importance of holding responsible parties accountable in frauds where even the highest international corporate governance standards could not be reasonably expected to detect the fraud. Read the article: https://lnkd.in/eYSWh-ZC

On March 6, Audra D. Cohen, Co-Head of S&C’s General Practice Group and a partner in the Firm’s M&A Group, and Rita-Anne O'Neill, a partner in the Firm’s M&A Group, will speak on the panel “Hot Topics in M&A Practice” at the Tulane Corporate Law Institute, which Rita co-chairs. Held in New Orleans, the institute is recognized as one of the premier M&A, corporate and securities law conferences in the country and brings together top M&A and securities practitioners, leading corporate counsel, members of the Delaware Supreme Court and Court of Chancery judiciary, and Wall Street investment bankers to discuss top-of-mind issues in the industry. Learn more: https://lnkd.in/eDn-Mb2d

An S&C team including Donald Crawshaw, Ben Weiner, Jeff Hochberg, Cameron Teschuk and Noah Springer advised Royal Bank of Canada in completing an SEC-registered offering of $1.25 billion of senior notes. Learn more: https://lnkd.in/eTvM8FUP

Frank Aquila, S&C’s Senior M&A Partner, discussed his expectations for a strong year in U.S. M&A, despite concerns around economic disruption caused by recent tariff introductions, with the Financial Times. Read the article: https://lnkd.in/ebUcNQZX Learn more: https://lnkd.in/e-6B5mr3

The SEC Division of Corporation Finance has published a new Staff Legal Bulletin No. 14M regarding the exclusion of Rule 14a-8 shareholder proposals on the basis of “economic significance” and “ordinary business.” Subscribe to our memos: https://lnkd.in/eJ2NJfei Learn more: https://lnkd.in/eMmjV_NV

Mehdi Ansari, Co-Head of S&C’s Artificial Intelligence Practice, will speak on the panel “AI Issues for Firm Leadership” at Sandpiper Partners’ 18th Annual Leading Law Firms conference on February 20. The panel will discuss the use of legal AI tools by law firms and clients, and evolving issues, goals and targets for law firm leaders, among other topics. Learn more and register: https://lnkd.in/eg5d-hU3

On February 10, 2025, the U.S. Court of Appeals for the Second Circuit issued a decision that clarifies the causation element of a Sarbanes-Oxley whistleblower retaliation claim, holding that a whistleblower’s activity must “actually cause or help cause the termination decision.” Read our blog post and subscribe: https://lnkd.in/eKhGUvBf

An S&C team including Scott Miller, Lauren Boehmke, Charlie Wowk and Nicole Jiang advised a special committee of the board of directors of Bally’s in its acquisition by Standard General at an enterprise value of $4.6 billion and concurrent combination with The Queen Casino & Entertainment. Learn more: https://lnkd.in/ex238dCe