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  • Article

    Federal Reserve Proposes Long-Awaited Modernization Of Regulation O Insider Lending Rules

    On July 31, 2026, the Board of Governors of the Federal Reserve System (the “Board”) proposed the most significant updates to insider lending restrictions for banks in more than three decades (“Proposed Rule”). If finalized, the amendments to Regulation O would, among other things, modernize long-outdated dollar thresholds, codify significant staff interpretations and statutory provisions, and provide targeted relief for banks which have passive investment funds as “principal shareholders” (10% or more of a class of voting shares).
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Trump Administration Scales Back Beneficial Ownership Reporting Requirements Under The Corporate Transparency Act

    On March 21, 2025, the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN) issued an Interim Final Rule (IFR) effectively eliminating the beneficial ownership reporting requirements under the Corporate Transparency Act (the "CTA") for entities formed in the United States.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    SEC Watch: Monthly Takeaways For Asset Managers - October 2025

    September 30 has long been circled on the calendar for SEC enforcement staff and practitioners as the end of the SEC's fiscal year, with the customary push to file as many actions as possible in the run-up to the deadline.
    United StatesFinance and Banking
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    The Senate Finance Committee's Proposed Section 899 Would Increase Taxes On Certain Foreign Individuals And Entities Majority-Owned By Such Individuals

    On June 16, 2025, the Senate Finance Committee released its version of a tax bill, containing new proposed Section 899 of the Internal Revenue Code (which is similar to a provision approved in the earlier House tax bill).
    United StatesTax
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Circuit Court Decisions Addressing Liability For Omissions Under Section 10(B)

    Item 303 of Regulation S-K sets forth the disclosure requirements for the Management's Discussion and Analysis (MD&A) section of a public company's Form 10-Qs and other SEC filings.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    IRS Releases Final And Proposed Regulations Under Section 892

    On December 12, 2025, the Internal Revenue Service released final and proposed regulations under Section 892 of the Internal Revenue Code of 1986, as amended (the "Code").
    United StatesTax
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Potential SEC Shutdown: Considerations For Public Companies And Impact On Capital Markets Transactions

    If Congress is unable to approve a new spending bill by October 1, 2025, the federal government could be headed for a shutdown.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    FDIC Opens Door To Private Equity Acquisitions Of Failed Banks

    On March 23, 2026, the FDIC officially rescinded financial crisis-era guidance that had, for nearly two decades, discouraged private equity investors from participating in the resolution of failed banks.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    California OHCA Issues Final Regulations Implementing Expanded Health Care Transaction Review Requirements For Private Equity, Hedge Funds, And MSOs

    On Friday, California Office of Health Care Affordability (“OHCA”) published proposed final regulations that implement a 2026 law that significantly expanded OHCA’s review authority over health care transactions involving private equity (“PE”) groups, hedge funds, and management services organizations (“MSOs”). Stakeholders involved in California health care transactions should re-assess whether their ongoing or contemplated transactions are implicated by these regulations, because newly covered transactions will need to comply with the 90-day advance notice requirement established in the original OHCA regulations.
    United StatesFood, Drugs, Healthcare, Life Sciences
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Delaware Enacts Sweeping Corporate Law Amendments

    Delaware Governor Matt Meyer has signed bipartisan legislation (the "New Legislation") amending Sections 144 and 220 of the Delaware General Corporation Law ("DGCL").
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    SEC Proposes Landmark Rescission Of Shareholder Proposal Rule And Reforms To Proxy Solicitation Process

    On September 16, 2026, the Securities and Exchange Commission proposed to (1) rescind Rule 14a-8, the federal shareholder proposal rule, and amend Rule 14a-4(c) to expand issuers’ discretionary voting authority with respect to certain shareholder proposals and (2) modernize various aspects of the proxy solicitation framework to reflect developments in market practice and technology. If adopted, the proposals would represent the most significant overhaul of the federal proxy regime in decades.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Price Gouging Considerations In The Wake Of COVID-19

    Historically, complaints regarding price gouging have arisen following hurricanes, tornadoes or other natural disasters.
    United StatesConsumer Protection
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    SEC Staff Letter Could Open The Door To More General Solicitations For Private Funds

    In a letter issued last week, the SEC staff opened the door to far greater use of the so-called "general solicitation" offering exemption of Regulation D under the Securities Act of 1933.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    House Bill Would Eliminate Tax Credits For Most Future Clean Energy Projects

    On May 22, 2025, the House of Representatives passed H.R. 1, the "One Big Beautiful Bill Act" (the "Bill").
    United StatesGovernment, Public Sector
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    The Constitutionality Of The False Claims Act Qui Tam Provisions Remains Uncertain

    The United States recovers in excess of $2 billion annually through False Claims Act enforcement. The Act is among the United States' most powerful anti-fraud tools. Litigation against companies and investors under the Act is growing, in part, because the qui tam provisions of the Act allow private individuals to file litigation in the name of the United States and to obtain a percentage of any recovery.
    United StatesLitigation, Mediation & Arbitration
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Up Next From The SEC: Increased Co-Investment Flexibility

    The U.S. Securities and Exchange Commission ("SEC") is beginning to move forward on expressed agenda items to improve retail investor access to alternative investments and private markets.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    OCC, FDIC And DOJ Finalize Changes To Their Bank Merger Review Processes

    On September 17, 2024, the OCC and FDIC both finalized their proposals reflecting an updated approach to evaluating bank mergers and related transactions.
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    The FCC Adopted Two New Orders That Update Foreign Investment Oversight Rules

    On January 29, 2026, the Federal Communications Commission ("Commission") adopted two orders that address foreign investment in regulated entities.
    United StatesGovernment, Public Sector
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    Simpson Thacher Sustainability And ESG: Regulatory Update – March 2026

    During a public hearing on February 26, the California Air Resources Board unanimously voted to approve regulations implementing Senate Bill 253 (the Climate Corporate Data Accountability Act) and Senate Bill 261 (the Climate-related Financial Risk Act).
    United StatesCorporate/Commercial Law
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP
  • Article

    California Privacy, Cybersecurity, And AI Update

    California has historically been a bellwether state in the areas of privacy, cybersecurity, and artificial intelligence regulation and enforcement.
    United StatesPrivacy
    Simpson Thacher & Bartlett LLP
    Simpson Thacher & Bartlett LLP

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