Schulte Roth & Zabel LLP

Schulte co-managing partner David Efron was recently quoted in The American Lawyer in an article highlighting the successes of the top firms in the Am Law 100.   In an impressive year for the legal industry, David looked towards the future of the evolving legal landscape and the firm’s strong market position, “We have a client base that differentiates us and allows us to be successful in highly competitive environments where there is a lot of uncertainty. Our clients thrive with disruption and the opportunities that come from change and from disruption,” he stated.

London Hot Topics 2025 is happening on 1st May! I will be exploring the question “Should You Be (and Can You Be) an Activist?” with my Schulte colleague Jim McNally. If you are interested in attending, send me a message. #LondonHotTopics

I am excited to take the stage with fellow partner Nick Fagge for the “Tax Update” panel at London Hot Topics 2025 on 1st May. Please reach out for more information.   #LondonHotTopics

Looking forward to discussing hedge fund structures, tax planning for managers and investors, Section 704(c) methods, and operational considerations at Practising Law Institute (PLI)'s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2025 in Chicago on April 24th at 12:30 PM CT, and again in New York City on May 8th at 12:30pm ET.   Register to join me: https://bit.ly/4icq9qh

Schulte partner Daniel Oshinsky was recently quoted in 9fin on how US CLO managers are responding to investor inquiries about the new EU risk retention regulations. He stated that even if a manager doesn't have all the answers yet regarding the new risk retention regulations, they will prioritize responding to investor questions about those proposed rules. "Given the state of the market, we can't afford to lose them," Dan said. "You try and pull out all the stops to make sure that you're addressing any investor concerns." Managers are also racing against the clock to push deals in process "as quickly as possible to pricing," he noted. "And that's not because of the regulatory changes, but because of the general state of the stock market and the economy." Learn more about Schulte's CLO Group at the link in the comments.

HMRC has revised its guidance on the application of the targeted anti-avoidance rule (TAAR) to Condition C of the salaried member rules. The new guidance states that HMRC accepts that a “genuine contribution made by [an] individual to the LLP, intended to be enduring and giving rise to real risk” will not trigger the TAAR. The consequence of this change of view by HMRC should be that, in most cases, a “top-up” contribution to the LLP made by an individual in order to ensure that Condition C is failed – such that the individual is not a salaried member – will not be caught by the TAAR. Read more in the attached Alert. Authors: Dan Roman | Nick Fagge

This year’s proxy season is unfolding amid escalating trade tensions that have triggered global market volatility and wiped trillions off stock valuations. As companies grapple with uncertain business models and falling share prices — activist investors are examining their usual playbook. Ele Klein, Schulte’s co-chair of the Global Shareholder Activism Group spoke with Bloomberg on the state of the industry. Market disruption may complicate activists’ ability to make a clear case for change, but it also reveals new vulnerabilities, Ele explained, “The general wisdom is that when the market falls, poorly performing companies are exposed, making them more vulnerable to some extent.” Ele also noted that despite near-term hesitation, activists may see new entry points as downturns expose operational weaknesses — setting the stage for renewed activity once the dust settles.

I'm excited to discuss "Legal and Regulatory Considerations for CLO Market Participants" with my fellow panelists at the CLO Industry Conference 2025, hosted by DealCatalyst in partnership with LSTA, on April 29 at 2pm ET. Register to join me: https://bit.ly/42nfLrr

At Schulte Roth & Zabel, we offer lawyers the opportunity to be part of a collegial, impactful and vibrant environment on the leading edge of the law. Advising some of the most sophisticated private capital clients around the world, our colleagues are committed to a culture that fosters exceptional professional outcomes and personal fulfillment. Join us, and help shape what’s next. Submit your resume and transcript to recruiting@srz.com Learn more about careers at Schulte: https://bit.ly/3Eoud99 #SchulteRecruiting #SummerAssociates #LawStudents

The recent report published by the Joint Committee of the European Supervisory Authorities outlines potential changes to risk retention regulations, specifically targeting third-party originator funds. This development has significantly impacted the European regulatory landscape, prompting CLO managers to make strategic adjustments to align with the proposed changes. While European CLO managers are predominantly affected by these regulatory updates, many US managers also adhere to these rules to attract European investors. Schulte partner Daniel Oshinsky, who represents US middle-market and BSL CLO managers, highlighted the industry's proactive stance, stating "everyone is trying to project where the final regulations will land. But there is definitely a big push in the meantime to update the risk retention provisions and language in offering documents, just to make sure that they're now geared toward what we think is going to come down the pike." Learn more about Schulte's CLO Group at the link in the comments.