Author Archives: Victoria Sidoti

ConEd Is Not Dead In Delaware

By Victoria Sidoti | Published Thursday, November 23, 2023

This is the price paid for allowing our hopes, rather than established law, to guide public merger agreement drafting for the last 18 years.  Con Edison v Northeast Utilities, a 2005 Second Circuit decision regarding a New York law governed merger agreement, found that, absent clear contractual language to the contrary, a target company could […]

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ESG and Public Pension Investing in 2023: A Year-To-Date Recap and Analysis

By Victoria Sidoti | Published Wednesday, November 22, 2023

Since 2021, Ropes & Gray has been actively tracking the various approaches states have taken on how or whether environmental, social and governance (ESG) factors should be applied to the investment decisions for public retirement systems. States have used legislative, administrative and enforcement mechanisms to address this area, which has been complemented by Congressional Republicans’ […]

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Criminal Subsidiaries

By Victoria Sidoti | Published Wednesday, November 22, 2023

Each year, Department of Justice (DOJ) components resolve a handful of corporate criminal cases with subsidiary-only conviction (SOC) settlements. In SOC settlements, a subsidiary pleads guilty to offenses that its parent or siblings share liability for. From 2013 to 2022, SOC settlements occurred in at least 3.3% of all federal corporate criminal resolutions, including 5.6% […]

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