Shaheer Vaisyambath

STB submitted an amicus brief to the Constitutional Tribunal of the Republic of Chile – Chile’s highest constitutional court – summarizing U.S. federal and state freedom of information laws on behalf of the New York City Bar Association.  The brief was prepared at the request of Fundación ProBono, a Chilean non-profit, in connection with a case pending before the Constitutional Tribunal involving Chile’s newly enacted freedom of information law. The Tribunal will address the constitutionality of Section 2, Article 5 of Chile’s Access to Public Information Law, which on its face requires the disclosure of government records. The amicus brief provided an overview of how U.S. federal and state freedom of information laws have been interpreted regarding electronic communications, and provides a legal framework for promoting “the fundamental principle that citizens have a right to access their government’s public documents, while balancing the government’s ability to operate and privacy of governmental employees.” Chile is the first South American country to deal with access to government e-mails as a transparency matter. This case is therefore highly significant both in Chile and as a precedent in neighboring jurisdictions.  The STB team includes partner Todd Crider, associates Paul Sirkis and Jonathan Lieberman Fernandez, and international associate Antonio Arias Etchebarne.

Apr 20

1 min

Co-founders of a digital asset issuer and an associated crypto organization seek to shed a lawsuit accusing them of conspiring to improperly extract over $100 million from an open-source artificial intelligence coalition, arguing Wednesday that a Manhattan federal court doesn't have jurisdiction over the Romania- and Germany-based defendants or the decentralized organization. In a Wednesday dismissal bid, Ocean Protocol Foundation Ltd. co-founders Bruce Pon, Christina Pon and Trent McConaghy told U.S. District Judge Dale E. Ho that the proposed investor class action they're named in fails to show that they should have to face claims in New York or anywhere else in the U.S. According to the founder trio, they all live outside the U.S. The Pons, who are citizens of Singapore, live in the Romanian capital of Bucharest, and McConaghy lives in his native Germany. Despite those facts, the suit asserts in "conclusory fashion that 'defendants' interacted with 'the United States market,'" the trio said. By relying "primarily on globally accessible online materials that neither mention New York nor target any forum audience," the founders said, the suit fails to include allegations showing their contact to New York. In a separate Wednesday dismissal bid, Ocean Expeditions Ltd., which described itself as a successor in interest to OceanDAO, a purportedly decentralized group of those holding the nonprofit Ocean Foundation's tokens, also argued that it didn't have sufficient ties to New York to face claims there. "The complaint does not allege any actions taken by OE or OceanDAO in New York or any connection whatsoever to New York," Ocean Expeditions argued, adding later that the suit doesn't "make any actual allegations of wrongdoing against OE or OceanDAO." "The inclusion of OE and OceanDAO in this litigation is a bad faith attempt to sue as many defendants as possible," Ocean Expeditions said. The individual defendants also argued the claims didn't show actionable misrepresentations or support an inference they'd intentionally misled anyone with their alleged misrepresentations. The Wednesday dismissal bids follow Ocean Foundation's own Feb. 10 motion to dismiss, in which the nonprofit, which described itself as based in Singapore, argued that the claims are "devoid of any New York-specific fact involving Ocean Foundation." The nonprofit also asserted that the suit failed to show certain statements it made were false and didn't show how investors had been injured. The suit was filed in November by Fetch Compute Inc., Seth Ian, Greg Graves and Victor Larivee, who described themselves as holders of certain tokens that were driven down in value by the alleged scheme. According to the complaint, the defendants made an agreement with two other token issuers, Fetch.ai and SingularityNET, to form a group they called the Artificial Superintelligence Alliance, which purportedly had the shared goal of "developing decentralized AI in an ethical and acceptable manner." "Unfortunately, rather than supporting this altruistic objective, defendants utilized the alliance as a vehicle to defraud not only the members of the alliance, but the public writ large who supported its mission," the suit said. The alleged fraud involved a so-called token merger, which saw Ocean and Singularity token holders convert their tokens into Fetch tokens. This was "critical to provide defendants with the liquidity needed to later dump their tokens for a windfall," the suit said. This step occurred when Ocean incorporated Ocean Expeditions Ltd. in the Cayman Islands in June and transferred 660 million purportedly restricted "community" Ocean tokens that were to be used to incentivize open-source AI developers, the suit says. The defendants then converted these tokens into Fetch tokens, dumped the Fetch tokens into the market and exited the alliance, according to the suit. The defendants further announced after leaving the alliance that all Ocean tokens that had not been converted into $FET tokens could be freely traded in an attempt to drive up the price of Ocean tokens and further drive down the value of $FET tokens, the suit alleges. "While Ocean has taken steps to hide the movement and dissipation of these tokens, defendants likely have reaped over $100 million of ill-gotten gains, and the class members have been left holding tokens whose value has been significantly depressed by defendants' wrongful conduct," the suit said. Representatives for the parties did not immediately respond to requests for comment Thursday. Fetch Compute Inc. and individual plaintiffs Greg Graves, Seth Ian and Victor Larivee are represented by Steven L. Caponi, Edward Dartley, Thomas A. Warns and Kendall Huennekens of K&L Gates LLP. Individual defendants Trent McConaghy, Bruce Pon and Christina Pon are represented by Stephen D. Palley and Daniel L. Sachs of Brown Rudnick LLP. Ocean Protocol Foundation Ltd. is represented by Joseph B. Evans, James A. Pardo, Lisa Gerson and Daniel H. Kaltman of McDermott Will & Schulte LLP. Ocean Expeditions Ltd. and OceanDAO, for which Ocean Expeditions is a successor in interest, are represented by Jason Gottlieb, Michael Mix and Emma McGrath of Morrison Cohen LLP. The case is Fetch Compute Inc. et al. v. Pon et al., case number 1:25-cv-09210, in the U.S. District Court for the Southern District of New York.

Feb 26

4 min

KnowBe4, Inc. (KnowBe4) (Nasdaq: KNBE), the provider of the world’s largest security awareness training and simulated phishing platform, has announced that it has entered into a definitive agreement to be acquired by Vista Equity Partners (Vista) in an all-cash transaction valued at approximately US$4.6 billion on an equity value basis. In connection with the transaction, Vista has entered into support agreements with Stu Sjouwerman, founder, Chairman and Chief Executive Officer of KnowBe4, and investment funds affiliated with KKR and Elephant Partners. Under these agreements, which collectively account for approximately 83% of KnowBe4’s outstanding voting power, the applicable stockholders have agreed to vote all of their shares of KnowBe4 common stock in favor of the transaction, subject to certain terms and conditions contained therein, and to roll some of their existing equity into the acquiring company or purchase equity in the acquiring company. Latham & Watkins LLP represents Elephant Partners in the transaction with a corporate deal team led by Chicago partner Bradley Faris and Boston partner Hans Brigham, with associates Grace Kim and Jack DeMeulenaere. Advice was also provided on SEC disclosure matters by Chicago partner Scott Westhoff, with associate Andrew Rutsky; on antitrust matters by Bay Area partner Hanno Kaiser, Washington, D.C. counsel Britton Davis, and Brussels counsel Tomas Nilsson, with associate Nathaniel Amann; on regulatory matters by Washington, D.C. partner Les Carnegie, with associate Zachary Eddington; and on tax matters by Bay Area partner Grace Lee, with associate Jake Meninga.~~

Oct 12

1 min

The U.S. Securities and Exchange Commission's recently announced updates to its enforcement manual largely standardize common practices at the agency, but former enforcement attorneys say the changes provide transparency to the investigative process in a few key ways. On Feb. 24, the SEC announced that it was updating its enforcement manual for the first time since 2017, with Chairman Paul Atkins saying it was a "long-overdue step" that demonstrates the agency's "commitment to transparency, fairness and process." The announcement detailed changes to the process that occurs after agency staff informs an individual or business through a document known as a Wells notice of their intent to recommend that the SEC bring an enforcement action against them. Prospective defendants will now be given four weeks instead of two to respond to that notice through the filing of a Wells submission, which lays out their side of the story. They are also promised that a senior leader in the enforcement division will sit in on any meetings that happen after the submission is made. Rebecca Fike of Reed Smith LLP said that in practice, those updates are not a substantial change from how things were typically handled when she was last with the SEC in 2022. Prospective defendants often requested extensions on their two-week Wells submission deadlines and usually received them, Fike said, adding that she couldn't recall holding a Wells meeting where there wasn't a high-ranking division member present. But having these policies in writing is helpful both to those who fall under SEC suspicion and their attorneys, some of whom may not be frequent practitioners before the agency, she added. "I think it is a little bit about making the SEC more user-friendly," Fike said. Another common practice at the agency prior to the recent manual changes was to give prospective defendants access to the agency's investigative file, though that didn't happen at every regional office, according to both Fike and former enforcement attorney Robin Andrews of Pierson Ferdinand LLP. The agency's updates requiring division staff to be "forthcoming about the content of the investigative file" therefore standardizes a process where there were previously some outliers, Andrews said. However, Carolyn Welshhans of Morgan Lewis & Bockius LLP, also a former SEC enforcement attorney, noted that it wasn't a given that prospective defendants would get access to all parts of an investigative file under the recent manual update; the newly released manual includes a caveat that recipients of Wells notices should not receive privileged information, like that pertaining to whistleblowers. "I think Wells recipients and their counsel should be careful not to overread these changes," Welshhans said. "There's an expectation of greater transparency and access here, but I think that there are going to be instances where the SEC believes it does not need to follow regular procedures. And so I don't think that people should expect it in every single instance," she added. Another notable change is an update to the provision on who gets sent a termination notice, which informs parties when an investigation has closed without the recommendation of an enforcement action. The new guidelines state that staff are not to just send such notices to the parties under investigation; they are also encouraged to communicate the end of an investigation to any party that has produced documents or other evidence in the matter. Andrews of Pierson Ferdinand said this is a helpful change. He recalled how, as an SEC enforcement attorney, he once spent a year gathering information from a company that had access to bank and trading records that were relevant to a fraud case he was investigating as an SEC attorney. That third party "didn't do anything wrong, and we weren't suspecting anything wrong," he said. "But they had the very significant burden of having to give me lots and lots of documents for over a year because I kept coming across more examples of where they just happened to be the ones that had all the records that helped me prove my case against the actual bad guy." Giving such a third party notice that an investigation has ended relieves them of having to wait around to possibly produce more documents, as well as potentially relieving them of any agency order that they not destroy documents that could be tied to the investigation, Andrews said. "I think that is additional fairness and transparency for someone who wasn't suspected of doing any wrongdoing, but for whom there is a substantial burden in the investigation due to no fault of their own," he said. The updated manual also revived a policy that allows settling defendants to simultaneously request a waiver from the commission that could protect them from collateral consequences, such as automatic disqualifications from issuing certain securities or acting as an investment adviser, that come with settling certain violations. Under the first Trump administration, the SEC allowed for the submission of settlements with built-in waivers, with then-Chair Jay Clayton saying the policy shift was necessary as a way to save resources and avoid complicating settlement negotiations. However, the agency under the Biden administration did away with the policy, with then-acting Chair Allison Herren Lee saying that granting waivers should not be the agency's default position. "This is something that has gone back and forth over time," Welshhans of Morgan Lewis said. "Now it is something that is baked into the enforcement manual." The offer of a built-in waiver may encourage more companies to settle, Andrews said, because the lack of one could mean that they are out of significant business unless the commission decides to grant the waiver further down the line. That helps the agency, too, because it won't be forced to expend resources putting together a case for both a waiver and a settlement in order to close the same investigation, he added. "The uncertainty hurts both sides, and so it's a good idea to do it all at once," he said.

Feb 26

5 min

Latham & Watkins has advised Bregal Unternehmerkapital (BU) on the acquisition of a majority stake in medavis GmbH, a leading software provider for radiological information systems (RIS). The two founders, Jörg Dittrich and Elmar Kußmaul, have retained significant stakes following this transaction. Both parties have agreed not to disclose details of the transaction. Latham regularly advises Bregal on key transactions, most recently on the acquisition of a majority stake in SEMA GmbH and in Actico GmbH. The Latham team was led by Frankfurt partner Sebastian Pauls, with partner Susanne Decker and associates Dominik Waldvogel, Corinna Freudenmacher, Annika Bilics, Lara Stelmach, Sophia Probst, Alexander Pfeifer, and Katharina Steinbrück. Advice was also provided on tax matters by Munich partner Stefan Süß; on antitrust matters by Frankfurt partner Max Hauser; on real estate matters by Frankfurt counsel Sven Nickel; on data privacy matters by Frankfurt associate Wolf-Tassilo Böhm; and on employment matters by Munich associate Kristina Hufnagel.~~

Oct 13

1 min

Simpson Thacher recently represented TransUnion (NYSE: TRU) in connection with a secondary offering of 18,000,000 shares of common stock of TransUnion by a certain selling stockholder at a public offering price of $32.10 per share. The offering included 2,347,500 shares that were offered and sold pursuant to a full exercise of the underwriters’ option to purchase additional shares. The selling stockholder received all net proceeds from the offering.~~Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Evercore Group L.L.C., RBC Capital Markets, LLC and Wells Fargo Securities, LLC acted as joint bookrunning managers for the offering. Cowen and Company, LLC and Stifel, Nicolaus & Company, Incorporated acted as co-managers for the offering.~~TransUnion is a leading global risk and information solutions provider to businesses and consumers. TransUnion provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. TransUnion also provides solutions to consumers to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft.~~The Simpson Thacher team included Richard Fenyes, Sung Bum Cho and Patrick Vergara (Capital Markets); Makiko Harunari and Yordanosse Yenenh (Credit); Mark Chorazak and Spencer Sloan (Bank Regulatory); and Jonathan Cantor and Taylor Alexander (Tax). Summer Associate Cameron Pritchett also provided valuable assistance.

Oct 6

1 min

Jeffrey Ostrow, Chair of the Firm’s West Coast Intellectual Property Group and Co-Head of the West Coast Litigation Department, has been named by the Los Angeles and San Francisco Daily Journal as one of the Top 100 IP Lawyers in California for 2012. Mr. Ostrow was recognized for both his IP litigation and IP counseling work.  This annual ranking by California's largest news provider, evaluates and selects California attorneys for their achievements in the field of intellectual property.

Apr 23

1 min

Loan Pricing Corporation has released its rankings for the first quarter of 2012.  Loan Pricing Corporation issues rankings for law firms representing lenders and borrowers.  Simpson Thacher has turned in another impressive performance and again leads the table in many of the top categories. Highlights include: #1   Overall Law Firm, by Volume #1   Overall Law Firm, by Number of Deals #1   Overall Law Firm, Leveraged, by Volume #1   Overall Law Firm, Leveraged, by Number of Deals #1   Overall Law Firm, M&A, by Volume #1   Overall Law Firm, M&A, by Number of Deals #1   Borrower Law Firm, by Volume #1   Borrower Law Firm, by Number of Deals #1   Borrower Law Firm, Leveraged, by Volume #1   Borrower Law Firm, M&A, by Number of Deals #1   Borrower Law Firm, Leveraged, by Number of Deals #1   Borrower Law Firm, M&A, by Volume #2   Lender Law Firm, Leveraged, by Number of Deals #3   Lender Law Firm, by Number of Deals #3   Lender Law Firm, Leveraged, by Volume #4   Lender Law Firm, by Volume #4*  Lender Law Firm, M&A, by Number of Deals #6   Lender Law Firm, M&A, by Volume~~*Denotes tie

Apr 18

1 min

Paul, Weiss won the dismissal, on behalf of our clients asset manager AR Global and its co-founder and CEO Michael Weil, of a class action arising from the merger of two AR Global-managed REITS, Necessity Retail REIT, Inc. (RTL) and Global Net Lease, Inc. In August 2023, the plaintiffs, shareholders of RTL common stock, sued our clients in Maryland state court for aiding and abetting alleged breaches of fiduciary duties by directors of RTL in connection with the merger transactions and for unjust enrichment in connection with the same. They claim that there were conflicts of interest in the merger process, an inadequate price and a lack of disclosure of all material information. Among other assertions, the plaintiffs claim that the defendants collected an enormous windfall of $375 million, or 18% of the value of the combined entity, from the internalization of the advisory entity in connection with the merger. In our motions to dismiss, we argued that the shareholders failed to raise any well-pleaded allegations that AR Global and Weil knowingly participated in any breaches related to the merger of the two entities. We also argued that plaintiffs lacked standing to challenge the internalization merger transaction because such claims cannot be the subject of a direct action under Maryland law, and that plaintiffs failed to establish the preliminary steps for a derivative suit, among other arguments. Judge Audrey Carrion of the Circuit Court for Baltimore City granted our motion to dismiss on several grounds. She ruled that the plaintiffs breach of fiduciary claims fail because they do not rebut the presumption of the state’s business judgment rule, which offers statutory protections to corporate directors by presuming that they have acted in accordance with the Corporations and Associations Article of the Maryland Code. As such, she rejected the aiding and abetting claim against AR Global and Weil as reliant upon the failed breach of fiduciary duty claims. Judge Carrion also held that the unjust enrichment claims fail because they rely on the failed arguments for breach of fiduciary duty and lack the required additional specificity. The Paul, Weiss team includes litigation partners Andrew Gordon and Geoffrey Chepiga, who argued the motion.

Jul 23

2 min

Simpson Thacher represented Nu Skin Enterprises, Inc. (NYSE: NUS) in connection with a $210 million strategic investment in Nu Skin from Ping An ZQ China Growth Opportunity Limited (“Ping An ZQ”), pursuant to which Ping An ZQ purchased 4.75% Convertible Senior Notes due 2020. Ping An ZQ’s investors consists of a consortium of Chinese investors led by Ping An of China Securities (Hong Kong) Company Ltd. and a group of additional investors affiliated with ZQ Capital Limited. Nu Skin will use the proceeds to repurchase common stock and invest in its China operations.~~Nu Skin develops and distributes innovative consumer products, offering a comprehensive line of premium-quality beauty and wellness solutions in more than 50 markets worldwide.~~The Simpson Thacher team included Kevin Kennedy, Chad Skinner, Kelli Schultz, Ayal Bainvoll and Drew Simon-Rooke (Corporate); and  Brian Steinhardt and Christian Fischer (Credit). Summer Associate Harry Stanwyck also provided valuable assistance.

Jun 16

1 min

Milbank LLP represented Antares, as administrative agent, and Antares and the other lenders, on senior secured credit facilities to support CVC Capital Partners Fund VIII’s (“CVC”) investment in CFGI. Founded in 2000 and headquartered in Boston, MA, CFGI serves as an independent advisor to CFOs across the US to assist with complex accounting and process improvement needs. Operating without the restrictions created by auditor independence regulations, CFGI serves more than 2,500 clients nationally with a team of over 650 professionals across 12 offices. The Milbank team was led by New York-based Global Leveraged Finance partners Marcus Dougherty and Charles Stern with assistance from Global Leveraged Finance associates Jessica Jolivette and James Fine.

Nov 2

1 min

~~Simpson Thacher Corporate partner Jason Glover will speak on a panel at Legal Week’s “Private Equity Forum 2012: Positioning for Change” on April 25, 2012 in London.  The panel entitled “Fundraising” will focus on how best to push forward and raise funds during continually tough market conditions. For more information and to register for this event, please click here.

Apr 17

1 min

The Firm received "Best Non-Renewables Deal" by Power Intelligence for its representation of the lead arrangers in connection with a $667 million secured construction, term and letter of credit facility to Sharyland Projects, L.L.C. to finance in part the construction of 300 miles of high voltage transmission lines and four substations in the Panhandle and South Plains regions of Texas to be leased to Sharyland Utilities, L.P. The lead arrangers for the Sharyland Projects were led by Royal Bank of Canada, The Royal Bank of Scotland plc and Société Générale.  The Firm also represented affiliates of Prudential Insurance Company of America in connection with the related purchase of $60 million of secured fixed rate notes from Sharyland Projects. The transaction was recognized for its novel equity arrangement, a real estate investment trust as project sponsor.~~To read more about this transaction, please click here.

Apr 23

1 min

The firm is representing New Mountain Capital in connection with its affiliate’s  definitive agreement to partner with the management of AmWINS Group, Inc. in a recapitalization valued at approximately $1.3 billion.  The transaction was announced on April 16, 2012.  Other terms of the transaction were not disclosed.  Headquartered in Charlotte, N.C., AmWINS is a leading specialty insurance broker placing over $7 billion of premiums through its relationships with more than 16,000 retail brokerage firms and more than 1,000 insurance carriers.~~~~The Simpson Thacher team working on this deal includes:  Peter Gordon, Jeremy Saks, Jim Cross, Yue Zhang, Darwon Choe and Eric Risi (M&A); Tom Bell and Catherine Kidd (Funds); Alden Millard and Andrew Veit (Credit); Gregory Grogan and Jennifer Pepin (Executive Compensation and Employee Benefits); John Creed, Noah Beck and Devin Heckman (Tax);  Steven DeLott (Insurance); and Michael Naughton and Kenneth Ehrhard (Antitrust).

Apr 18

1 min

Latham & Watkins has advised fast-growing fintech SaaS provider Toqio on its €18.7 million Series A funding round. The round was led by AlbionVC, with participation from Aldea Ventures, as well as previous investors and angel investors. Latham previously advised Toqio on its Series Seed fundraising in July 2021. The Latham team was led by London corporate partner Shing Lo, with associates Samantha Peacock and Zoe Liu.~~

Oct 3

1 min

~~Jonathan Goldstein will speak on May 11th at the American Bar Association 2012 Tax Section Meeting on a panel entitled, “Acquisition of Troubled Corporations” with Dana Lasley of Deloitte Tax LLP and Don Leatherman of the University of Tennessee College of Law.

Apr 16

1 min

Simpson Thacher is representing Dell Inc. in connection with the announced sale of Dell Software Group to affiliates of Francisco Partners and Elliott Management in a transaction valued at $2.4 billion, plus net cash, subject to customary adjustments. The transaction is subject to customary regulatory review.~~Dell Inc., based in Round Rock, Texas, delivers worldwide innovative technology, business solutions and services. Dell Software Group’s portfolio of solutions span a number of areas critical to the modern business and IT management landscape, including advanced analytics, database management, data protection, endpoint systems management, identity and access management, Microsoft platform management, network security, and performance monitoring.

Jun 21

1 min

Kirkland & Ellis counseled AEA Investors LP, a pioneering alternative investment manager specializing in middle market private equity and debt investments, on successfully closing its fourth Small Business Fund, AEA Investors SBF IV with total equity commitments of $877 million. Substantially oversubscribed, the Fund includes commitments from a diverse group of public and private institutional investors, receiving strong support from its existing investor base as well as first-time commitments from a select group of new institutions. Read the company press release The Kirkland team was led by investment funds partners Matt Nadworny, Chris Kallos, Kevin Wessel and Adam Parks and associates Samara Sanderson, Christine Wilson, Sofia Ahmed and Nathan Wolcott. Kirkland is a global leader in providing sophisticated advice to investment fund sponsors, institutional investors and other market participants in the alternative investment fund space. Kirkland offers clients the unsurpassed resources of a large, integrated, multidisciplinary, global team located across offices in the United States, Europe and Asia-Pacific. With more than 400 dedicated Investment Funds attorneys, few firms approach the breadth, depth and scope of Kirkland’s experience in investment funds legal services. Since January 2016, Kirkland has advised over 450 funds with total capital commitments in excess of $680 billion.

Dec 19

1 min

Milbank LLP represented the debt financing sources to support the acquisition by an affiliate of Stonepeak Infrastructure Partners of Textainer Group Holdings Limited (“Textainer”) (NYSE: TGH; JSE: TXT). Under the terms of the definitive agreement, Textainer common shareholders will receive $50.00 per share in cash, representing an enterprise value of approximately $7.4 billion. The deal and financing are expected to close in 2024, subject to customary closing conditions. Bermuda-based Textainer is one of the world's largest lessors of intermodal containers. The Milbank team was led by New York-based Global Leveraged Finance partners Marcus Dougherty and Benjamin Sayagh along with associates Morgan Lingar and Patrick Sobchak.

Oct 22

1 min

Rocket Pharmaceuticals, Inc. (NASDAQ: RCKT), a leading late-stage biotechnology company advancing an integrated and sustainable pipeline of investigational genetic therapies for rare childhood disorders with high unmet need, has announced the pricing of an underwritten public offering of 6,800,000 shares of its common stock at a public offering price of $14.75 per share. The gross proceeds to Rocket from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be $100.3 million. All shares in the offering are to be sold by Rocket. In addition, Rocket has granted the underwriters a 30-day option to purchase up to an additional 1,020,000 shares of its common stock. The offering is expected to close on or about October 6, 2022, subject to customary closing conditions. Latham & Watkins LLP represents the underwriters in the offering with a corporate deal team led by New York partner Nathan Ajiashvili and New York counsel Lindsey Mills, with associates Egzon Sulejmani, and Jie Lin Nai.~~

Oct 4

1 min

Executives and directors of semiconductor technology company Synopsys Inc. were hit with a shareholders' derivative suit accusing them of misleading investors about the operational challenges faced by one of its segments following a $35 billion acquisition of an artificial intelligence company made in 2024. According to the suit filed by shareholder Marc Podems on Tuesday, Synopsys provides software, intellectual property, and other services used to develop semiconductor chips. Its products include electronic design automation, or EDA, tools and pre-designed semiconductor components known as Design IP, the complaint states. Last September, Synopsys reported its third-quarter financial results and revealed that the IP business "underperformed expectations," which the complaint alleges contradicts representations the company made for several months regarding its prospects. The suit alleges that at the time of Synopsys' $35 billion acquisition of software company Ansys in 2024, the company touted the "holistic" benefits of the merger, but did not disclose that Synopsys' growing emphasis on artificial intelligence customers was damaging the Design IP business. When the acquisition occurred, investors were unaware that Synopsys' historical revenue and profit growth as represented in the acquisition documents were artificially inflated by the company's "untenable business practices," the suit alleges. "[T]he company's growing emphasis on artificial intelligence customers, who require more customization, was weakening the economics of its Design IP business; as a result, certain of the company's road map and resource choices were unlikely to achieve their intended outcomes," the suit states. The suit's relevant period begins Dec. 4, 2024, the day the company announced its fourth-quarter financial results. It told investors that it had "strong momentum across the business supported by multiple secular growth drivers," and a "resilient business model." The complaint said the truth came to light Sept. 9, 2025, when Synopsys reported its third-quarter financial results and revealed the IP business "underperformed expectations." Additionally, Synopsys CEO Sassine Ghazi reported that revenues for the business segment had declined by 8%, and that, as a result, Synopsys would have to pivot its IP resources and road map to "highest-growth opportunities," the suit says. Following the announcement, shares of Synopsys declined 35%, dropping from $604.37 to $387.78 per share on Sept. 10, 2025, the suit alleges. In addition to Ghazi, the suit names Synopsys Chief Financial Officer Shelagh Glaser, Chief Accounting Officer Sudhindra Kankanwadi, and several directors as individual defendants and accuses them of breaching their fiduciary duties. The complaint notes Synopsys is also facing a securities class action based on related claims in the U.S. District Court for the Northern District of California. Representatives of the parties did not immediately respond to requests for comment on Wednesday. Podems is represented by Marion C. Passmore, Melissa A. Fortunato, Brandon Walker, and Ligaya T. Hernandez of Bragar Eagel & Squire PC. Counsel information for Synopsys and the individual defendants was not immediately available on Wednesday. The case is Podems v. Ghazi et al., case number 5:26-cv-01607, in the U.S. District Court for the Northern District of California.

Feb 25

2 min

Wafra Inc., a global alternative asset manager, has announced the acquisition of a controlling interest in Mission Clean Energy LLC (Mission), a utility scale renewable asset developer. Alongside Wafra, Aggregate Power Infrastructure LLC, a clean infrastructure investor, will be investing in Mission. Mission has aggregated a 3GW project development pipeline with a diverse geographical presence across North America and a focus on solar and battery storage projects. Wafra’s investment will be utilized to accelerate the expansion and delivery of these pipeline assets. Mission was founded in 2022 to respond to the growing demand for renewable energy assets by a well-established leadership team. Latham & Watkins LLP represents Wafra in the transaction with a corporate deal team led by Houston/New York partner Ravi Purohit and Washington, D.C. partner Ethan Schultz and Austin associates Cody Conwell and Cecilia Turchetti. Advice was also provided on benefits and compensation matters by Houston counsel Krisa Benskin and Houston associate Dane Rebkowec; on tax matters by New York partner Eli Katz and Chicago partner Rene de Vera; and on real estate matters by San Diego partner Robert Frances and San Diego associate Will Swanson.~~

Oct 18

1 min

A condominium association for a Times Square hotel and residential tower is seeking to stabilize itself with a bankruptcy filing in federal court that accuses the property's original developer of self-dealing, filing frivolous lawsuits, and other mismanagement using control of residential condo units at the property. The condo board for the Cassa property — which includes 165 hotel rooms and 53 condo units at 66-70 W. 45th St. — on Tuesday sought Chapter 11 reorganization. The board claims Salim Assa named one of his companies to collect on a management agreement, ignored utility expenses, and engaged in other self-dealing while a prior owner was absorbed in a bankruptcy case. The condo board lists between $1 million and $10 million in liabilities in its bankruptcy petition. Scott Markowitz, counsel for the condo association, told Law360 on Thursday that such a bankruptcy filing from a condo board is uncommon in New York. A board appointed by a new owner of the property filed the case to resolve a half-dozen state court lawsuits involving Assa. "Coming out of Chapter 11, the condo association will be operating as it should be," Markowitz said. "Right now, it is hampered by all kinds of oddball litigation in state court with different judges and this will be a forum to hopefully resolve everything." After completing the hotel and condo development in 2010, Assa's Waterscape Resort LLC faced a variety of lawsuits over payment of construction costs. Waterscape in 2011 filed for bankruptcy, leading Chinese conglomerate HNA Group to buy the property along with several other U.S. assets. The hotel portion of the tower closed during the COVID-19 pandemic in May 2020 and has yet to reopen, according to the bankruptcy declaration filed Tuesday. HNA Group later filed its own bankruptcy in China in 2021 and defaulted on a $63 million mortgage loan. The lender foreclosed in 2021 and won a judgment of foreclosure and sale in February 2025. Management of the tower is split between a board that oversees the entire property and another residential board that oversees the internal maintenance and management of residential units and common areas on the residential floors. Common charges are split between commercial unit-holders and those who own residential condos, according to court records. While HNA's bankruptcy case was in progress, the Chinese company failed to pay certain common charges associated with the tower's hotel units. Assa, who controls the residential board, sought to collect the common charges through written demands and litigation, according to the Tuesday filing. Assa still owns or controls 44 of the 53 residential condo units in the building — often illegally renting out the units, according to the declaration. The condo board argues Assa in January 2022 won default judgment in a state court case that prevented HNA from collecting fees from residential unit owners, who pay about 45% of common charges for the property. The judgment also required HNA to pay $1.2 million. According to the Tuesday declaration, the HNA-controlled board had failed to defend the action and was perhaps distracted by a pending HNA bankruptcy liquidation that was happening at the same time. The board was ultimately unsuccessful in vacating the decision. Around the same time, HNA representatives on the residential board abandoned the asset, leaving no one to enforce basic governance since Assa and his family members held a minority stake with the remaining board seats. "Assa embarked on a brazen course of self-dealing, flagrant breach of fiduciary duties and violation of the bylaws of the condominium," according to the bankruptcy declaration. Assa, while HNA had abandoned the asset, racked up about $1 million in unpaid water and sewer bills, drawing a lawsuit from the New York City Department of Environmental Protection, according to the Tuesday filing. Assa also used his position in charge of the board to appoint one of his own companies as manager in October 2023. The management agreement contained a poison pill stipulating the deal couldn't be terminated without the Assa-tied entity receiving payment in an amount of its own choosing. Additionally, Assa executed a loan agreement that obligated the board to pay Assa's company $10 million with 15% annual interest. "This amount is vastly in excess of the annual condo budget, especially given the amount of neglect and disrepair Assa has left the condominium in the wake of his 'management,'" the board claims. After purchasing the property out of foreclosure in late August, real estate firm Aya New York appointed a new majority board that's trying to stabilize the condominium and bring in an independent management company to address deferred maintenance, according to court filings. The new owner hopes to complete renovations and reopen the hotel in time for summer. Assa, however, has refused to provide vendor lists and contracts, for instance, or pay common charges for his residential units, according to the declaration. Aya New York has also proposed extending a debtor-in-possession loan to cover maintenance and security costs at the property since Assa hasn't been paying fees levied on residential condo units. "No condominium in New York City can operate properly if the residential unit owners, who are responsible for 45% of the condominium common charges, are not paying such common charges," according to the declaration. Representatives for Assa could not be reached for comment Thursday. The condo board is advised by Scott S. Markowitz, of Tarter Krinsky & Drogin LLP. The case is In re The Condominium Board of Managers of The Cassa NY Condominium, case number 26-10379-mew, in the U.S. Bankruptcy Court for the Southern District of New York.

Feb 26

4 min

This briefing summarises the key changes and their implications for originators, sponsors and original lenders involved in securitisation transactions, with a particular focus on private, bilaterally negotiated securitisations.~~On 17 February 2026, the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA) published parallel consultation papers (FCA CP26/6 and PRA CP2/26) setting out significant proposed reforms to the UK securitisation framework. These reforms aim to make the existing requirements more proportionate and less prescriptive whilst maintaining appropriate safeguards. The consultation period closes on 18 May 2026, with implementation expected in Q2 2027.~~1. A Material Simplification of Transparency Requirements~~The regulators are proposing a substantial overhaul of the transparency and disclosure regime, moving away from the highly prescriptive template-based approach currently in force. Key changes include:~~Implication for originators/sponsors: This represents a meaningful reduction in compliance burden and cost. The FCA estimates that manufacturers incur one-off costs of approximately £500,000 to comply with current transparency requirements, plus ongoing costs of £375,000 and £104,000 per asset class for template set-up. The reforms are expected to generate market-wide cost savings.~~2. Removal of Securitisation Repository Reporting Requirement~~Subject to HM Treasury laying a Statutory Instrument, the requirement for manufacturers to report information to regulated securitisation repositories will be removed. Market feedback indicates that investors do not regularly access data via these repositories and prefer to obtain information directly from manufacturers or through commercial data providers.~~Under the proposed framework, manufacturers would instead be required to make information available in a manner that is accessible to investors and potential investors, with appropriate access arrangements at the manufacturer’s discretion.~~Implication for originators/sponsors of private securitisations: This change is particularly beneficial for bilateral transactions, where information has historically flowed directly between originator and investor in any event. Originators will no longer need to duplicate reporting through a repository when the investor already receives information directly. This reduces costs and removes an administrative step that added little practical value for private transactions. Manufacturers may continue to use unregulated repositories if they choose, but this will no longer be mandated.~~3. Removal of Distinction Between Public and Private Securitisations~~The regulators propose to delete the distinction between public and private securitisations for most transparency requirements. Currently, public securitisations (those traded on a UK regulated market) are subject to more stringent transparency requirements, including additional templates and repository reporting.~~Under the proposed reforms, the same underlying exposure templates would apply to both public and private securitisations with similar underlying exposures. The distinction will be retained only for the purpose of private securitisation notifications to the FCA.~~Implication for originators/sponsors of private securitisations: For participants in bilaterally negotiated private securitisations, this change is significant. The current distinction has created uncertainty about which requirements apply to different transaction types. Removing the distinction means that the same streamlined requirements will apply regardless of whether a securitisation is publicly listed or privately placed, reducing complexity in transaction structuring. Private securitisation notifications will now be submitted to the FCA only, with the PRA no longer receiving direct notifications.~~4. Streamlined Treatment for Single-Loan Securitisations~~The proposals include significant relief for single-loan securitisations, including loans under the UK Government’s Mortgage Guarantee Scheme (MGS) and similar private guarantee schemes:~~Implication for originators/sponsors: Industry feedback has consistently highlighted that the operational and cost burden of applying transparency requirements to MGS loans and similar products is disproportionate and can deter participation in these schemes. These reforms directly address that concern.~~5. Investor Reports and Significant Event Disclosures: Templates Removed~~The prescribed templates for investor reports and inside information/significant event disclosures will be deleted. Instead:~~Implication for originators/sponsors: Manufacturers have highlighted the cost and complexity of producing these templates, while investors have expressed a preference for bespoke reports tailored to the specific details of each securitisation. The new approach allows greater flexibility in report format while maintaining substantive disclosure standards. For private, bilateral securitisations, this is particularly welcome, as originators and their investor counterparties can agree bespoke reporting arrangements tailored to the specific transaction and the investor’s requirements, rather than being constrained by regulatory templates that may not be fit for purpose.~~6. Introduction of L-Shaped Risk Retention Modality~~The proposals introduce a new “L-shaped” risk retention modality, combining two existing approaches:~~The L-shaped option allows retention of a percentage of the first loss tranche combined with a percentage of the nominal value of each other tranche sold to investors (the same percentage applied to each tranche), so that the combined retention is not less than 5% of the nominal value of the securitised exposures.~~This new modality supplements the existing five options: vertical slice, seller’s share, randomly-selected exposures, first loss tranche, and first loss exposure in each asset.~~Implication for originators/sponsors: The L-shaped modality is familiar to certain overseas investors, particularly in the US market. Its introduction could encourage participation by such investors in UK securitisation transactions, which may support manufacturers in better managing their capital and funding positions. The existing risk retention requirements otherwise remain unchanged for UK manufacturers.~~7. Narrowed Resecuritisation Ban with Specific Exemptions~~The general prohibition on resecuritisation will be maintained, but two specific exemptions are proposed for PRA-authorised firms:~~Exemption 1: Resecuritisation of securitisations created by tranched credit protection on an individual exposure basis. This exemption covers products such as loans under the MGS, where the guarantee structure on each individual loan meets the definition of a securitisation. This exemption enables such loans to be included in securitisation structures for funding or credit risk management purposes.~~Exemption 2: Resecuritisation of senior securitisation positions. Senior positions (the highest-ranking tranche) may be resecuritised, enabling firms to use these positions for capital management and liquidity purposes, including central bank liquidity.~~Both exemptions are subject to safeguards including: the originator of the resecuritisation must be a PRA-authorised person; the originator must also be the originator and risk retainer of the underlying securitisation; the resecuritisation must be limited to a single round; and the underlying exposures must be homogeneous in terms of asset class.~~Implication for originators/sponsors: These exemptions will enable firms to access additional funding sources and liquidity, including Bank of England facilities, and to use securitisation more effectively for credit risk management. Note that these exemptions apply only to PRA-authorised originators and sponsors, though FCA-regulated institutional investors will be permitted to invest in such resecuritisations.~~8. Clarification of Credit-Granting Requirements~~The proposals clarify the credit-granting criteria applicable to originators, sponsors and original lenders. The key clarifications are:~~Implication for originators/sponsors: These clarifications better reflect the policy intent of ensuring minimum underwriting standards and minimise the proliferation of poor-quality originations, while removing ambiguity in the current rules.~~9. Implications for Your Investors~~Whilst this briefing focuses on the position of originators and sponsors, it is important to understand how the parallel changes to investor due diligence requirements will affect the investor landscape for your transactions:~~Simplified due diligence requirements: The proposals substantially simplify due diligence requirements for institutional investors. Prescriptive verification requirements will be removed, including the requirement to verify compliance with credit-granting criteria, risk retention requirements, availability of specific information, and STS criteria.~~Principles-based approach: Instead of prescriptive checklists, investors will be required to undertake due diligence proportionate to the risk profile of the securitisation position, ensuring they have a comprehensive and thorough understanding of the risks involved.~~Alignment of interest for non-UK structures: For non-UK securitisations, investors will no longer be required to verify that originators comply with Article 6 risk retention standards specifically. Instead, investors must be satisfied that the originator, sponsor or original lender maintains “sufficient and appropriate alignment of commercial interest” with investors in the performance of the securitisation. This alignment does not necessarily need to be the 5% risk retention standard but can be demonstrated through alternative means, such as management fees linked to performance.~~Implication for originators/sponsors of private securitisations: For bilateral transactions, the simplified due diligence requirements should make it easier for a wider range of institutional investors to participate. Where previously the prescriptive verification requirements may have deterred smaller investors or those new to the asset class, the principles-based approach allows for due diligence proportionate to the investment. This could broaden the potential counterparty pool for your transactions. Additionally, UK investors will gain greater flexibility to invest in non-UK structures (such as US CLOs) that may not comply with UK risk retention modalities but demonstrate alignment of interest through other means.~~10. A note on European Securitisations~~For securitisations that are subject to both the European Union (the EU) and UK securitisation regimes, the practical impact of the UK reforms will depend on equivalent developments in the EU. Whilst both sets of proposals are broadly moving towards more proportionate, less prescriptive frameworks, market participants operating across both the EU and UK will need to monitor developments in each regime closely as the prospect of full regulatory alignment between the EU and UK frameworks remains uncertain.~~Timeline~~The following Gibson Dunn lawyer prepared this update: Michelle Kirschner and Rebecca West.~~Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these developments. If you wish to discuss any of the matters set out above, please contact the authors or any leader or member of Gibson Dunn’s Financial Regulatory practice group:~~Michelle M. Kirschner – London (+44 20 7071 4212, mkirschner@gibsondunn.com)~~Rebecca West – New York/London (+1 212.351.5213, rwest@gibsondunn.com)~~© 2026 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~

Feb 27

7 min