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On April 20, the Antitrust Division of the Department of Justice ("DoJ") and the Federal Trade Commission ("FTC") released their highly anticipated revisions to the Horizontal Merger Guidelines (the "Guidelines").

Under Section 75 of the United Kingdom Pensions Act 1995, termination of participation in a defined benefit pension plan gives rise to a debt due from the seceeding employer if the plan assets at the relevant time are insufficient to fully secure on a “buyout” basis member liabilities attributable to that employer.

In late January, the Securities and Exchange Commission proposed amendments to Rule 10b-18 under the Securities Exchange Act of 1934, which provides issuers with a safe harbor from liability for manipulation in connection with certain repurchases of their common stock.

The UK Takeover Panel recently announced important changes to the scope of the City Code on Takeovers and Mergers.

In October 2009, the Honorable John K. Olson, Bankruptcy Judge of the United States Bankruptcy Court for the Southern District of Florida, issued a controversial decision in the case of Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp North America, Inc.

In a letter dated June 2, 2009, to the Federal Reserve Bank of New York (the "NY Fed") and eleven other regulators, a group of dealers and buy-side participants comprising the Operations Management Group (the "OMG") set forth a renewed commitment to implement additional changes to improve risk management and market structure for OTC derivatives (the "OMG Letter").

In another step to making the U.S. capital markets more receptive to non-U.S. issuers, the U.S. Securities and Exchange Commission (the "SEC") has proposed a new rule that would allow foreign private issuers to use financial statements prepared in accordance with International Financial Reporting Standards ("IFRS")

On October 14, 2011, the Division of Corporation Finance of the Securities and Exchange Commission issued a staff legal bulletin (the "Legal Bulletin") that provides guidance on the legality and tax opinions required to be filed in registered offerings of securities. These opinions are commonly referred to as Exhibit 5 and Exhibit 8 opinions.

New York's Power of Attorney law changed September 1 in significant respects. Powers of attorney (POAs) executed prior to September 1 that are valid under existing law will continue to be valid even after the effective date of the new statute.

Fried Frank advised leading accessories brand Coach in connection with its December 1st listing of Hong Kong depositary receipts (HDRs) representing Coach common stock on the Hong Kong Stock Exchange.

The Securities and Exchange Commission (the "SEC") recently adopted rules implementing the disclosure of payments by issuers to foreign governments or the U.S. federal government for the purpose of the commercial development of oil, natural gas or minerals required by Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act").

The New York Stock Exchange ("NYSE") and the NASDAQ Stock Market ("NASDAQ," together with the NYSE, the "Exchanges") have proposed changes to their respective listing standards to implement the final rules issued by the Securities and Exchange Commission (the "SEC") on June 20, 2012 regarding compensation committee and compensation committee adviser requirements pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Final Rules").

On September 6, 2011, the Louisiana Municipal Police Employees Retirement System filed a shareholder derivative action in the Southern District of New York against JPMorgan Chase Bank, N.A. ("JPMC") and 11 of its officers and directors seeking repayment of an $88.3 million civil penalty paid by JPMC as part of its settlement with the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury for alleged violations of OFAC’s sanctions regulations.

On March 30, 2011, the Securities and Exchange Commission (the "SEC") proposed rules (the "Proposed Rules") to implement provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee.

What if you woke up today and found out that everything you previously understood about the False Claims Act’s ("FCA") statute of limitations had been a dream?

On December 16, 2009, the SEC issued final rules that are generally effective for the 2010 proxy season and are intended to enhance the disclosure of compensation and corporate governance matters that registered companies are required to provide to their shareholders.

When the Fraud Enforcement and Recovery Act of 2009 (“FERA”) was passed by Congress and signed into law on May 20, 2009, most of the amendments to the liability provisions of the False Claims Act (“FCA”) were prospective only.

Signaling an interest in stepping in to resolve long-standing and growing circuit splits on critically important "public disclosure" and Rule 9(b) issues, the Supreme Court has asked the Solicitor General to weigh in on the questions raised in the petition for certiorari in Ortho Biotech Product, L.P. v. United States ex rel. Duxbury, No. 09-654 (U.S.) (Order issued Feb. 22, 2010).