Carlos Portocarrero de las Heras

Clifford Chance advises Generali on €2.3 billion acquisition of Liberty Seguros International law firm Clifford Chance has advised leading global insurer Generali on its agreement to acquire Liberty Seguros, the Spanish insurance company operating in Spain, Portugal, Ireland and Northern Ireland from Liberty Mutual for €2.3 billion. This is a key strategic transaction for Generali as they pursue their growth strategy to develop their P&C business and leadership position in Europe. The cross-border team was led by partner and head of the Global insurance sector group, Ashley Prebble (London), who was supported by senior associates Nancy Li (London), Miguel Barredo (Madrid), Eli Bursky (London) and Claudia Hall (London), and associates María Viñas (Barcelona) and Anita Arianpour (London). Partners Andre Duminy provided advice on the transitional services arrangement and Nicola Hemsley advised on the tax aspects of the transaction. At Generali, the in-house team was led by Andrea Fassina (Head of Group Strategic Legal Affairs), Valentina Sarrocco (International General Counsel), and Stefano Crisostomo (Group Strategic Legal Affairs Counsel). Ashley said, “We are delighted to have had the opportunity to support Generali on such a key strategic transaction and work with Andrea, Stefano and Valentina in their fantastic in-house team.” Generali is one of the largest global insurance and asset management providers with a presence in over 50 countries and a total premium income of €81.5 billion in 2022.

Jun 16

1 min

Spain is entering an era of intensified Big Tech enforcement, even if the implementation of the Digital Services Act is stalled in parliament. Europe’s alphabet soup of regulations—the GDPR, the DMA, the DSA, and EU AI Act and the NIS2—aim to ensure fair competition, increase security and transparency, defend consumers, and regulate emerging technologies. The fines that come with the enforcement regime can reach billions of euros and are much higher than anything Spain has seen before. The question for some government officials in Madrid isn’t whether it is regulatory overload; it’s whether the regulations are enough to keep Big Tech in line. But the U.S. tech giants aren’t remaining idle either. GDPR in Spain: Full Steam Ahead The General Data Protection Regulation (GDPR), which aims to protect the data of individuals, allows for company fines of up to 4% of global annual turnover or €20 million in the mosxpret serious cases, whichever penalty is higher. “In terms of GDPR, enforcement is very rigorous,” Paula González de Castejón, DLA Piper IPT partner, said. Last week the Spanish data watchdog, Agencia Española de Protección de Datos (AEPD), handed the airport operator Ania a €10 million fine for its use of biometric data. In November, a Commercial Court in Madrid ordered Meta to pay €479 million to 87 Spanish digital media outlets for unfair competition and misuse of personal data on Facebook and Instagram. Other GDPR-related sanctions in Spain include a €1.2 million fine for telecommunications company Orange, a €5 million fine for insurer Generali, and a €1 million fine imposed on the Spanish professional football league LaLiga. In November, Spanish Prime Minister Pedro Sánchez said Meta officials will be summoned to testify before Congress over allegedly tracking the mobile browsing habits of millions of users. Critics see it as a political power play, however. Evidence Through Investigations “Parliament cannot impose fines or binding orders,” said González. “But the idea is to put pressure on these Big Tech companies and to obtain and gather evidence and information.” At a later stage, she added, that information may be used in investigations or for enforcement by the Spanish Data Protection Agency, the European Commission or even the antitrust watchdog Comisión Nacional de los Mercados y la Competencia (CNMC). Investigations into Big Tech are notoriously difficult though. “Platforms control much of the evidence regulators need, creating a significant information imbalance,” said Ecija partner Daniel López, who specializes in privacy and digital regulation. Analyzing tracking technologies, ranking algorithms, or adtech systems requires multidisciplinary teams, he said, and the complexity is heightened by cross-border jurisdictions, sequencing issues, and greater room for procedural challenges. Lagging Regulations The European Commission is taking a strict approach with Big Tech. The Commission is the sole enforcer of the Digital Marketing Act (DMA), with the ability to issue a fine in the amount of 10% of the company’s worldwide turnover. Under the DMA, it imposed a €500 million fine on Apple and a €200 million fine on Meta for breaching the “anti-steering” obligation in April 2025. No fines have been issued under the EU AI Act, at least not yet. The Act entered into force in 2024, but its various provisions are still being implemented. The enforcement of the Digital Services Act (DSA), which aims to protect users against illegal and harmful content, has not been as straightforward. In December, the European Commission issued its first fine to Elon Musk’s X, a €120 million penalty for breaching transparency obligations under the DSA. In response, Musk reportedly called for the European Union to be abolished. X and Meta have been contacted for comment. On a national level, DSA enforcement is another story. González said that although the CNMC have yet to be granted “sufficient powers and resources to carry out these specific investigations”. Given Spain’s power-sharing government and deadlock in parliament, “a resolution in 2026 is feasible, though not assured,” said López. “Pieces of legislation that require a majority in the parliament are not foreseeably going to be approved in the next couple of years,” said Javier Torre de Silva, a partner at CMS Albiñana & Suárez de Lezo and head of the firm’s technology, media and electronic communications group in Spain. “Once the Spanish governance law is approved, the CNMC will be able to fully enforce the DSA, including conducting audits, demanding data access and imposing substantial fines,” López said. “Combined with new responsibilities under the European Media Freedom Act, this will produce a more integrated and interventionist model of oversight, particularly in areas such as minors’ safety, disinformation and transparent recommender systems,” he added. Still, the CNMS in its antitrust capacity has already been active in watching over Big Tech: in 2023, it imposed a €194 million fine on Amazon and Apple for collusion in online device sales. Big Tech and Big Law “Spain is entering a phase of intensified enforcement,” said López, adding that companies should expect investigations that integrate privacy, content governance, advertising transparency and competition aspects rather than treating them separately. “Preparing for this shift requires stronger internal auditability, the ability to clearly explain algorithmic and data-processing decisions, and updated DSA risk assessments tailored to Spain,” he said. López also considers transparent and proactive engagement of Big Tech companies with regulators to be essential. Navigating the digital transformation, especially in light of the European regulations and the multi-jurisdictional nature of enforcement, may be overwhelming for clients, however. On the other hand, Torre de Silva said the DSA is also beneficial for tech companies because it limits the liability of the services providers. “It clarifies the rules of the game in terms of compliance. We don’t foresee big changes, because Big Tech are already making huge efforts to comply with the DSA.” Joaquín Hervada, litigation and regulatory partner at DLA Piper, said that the biggest concerns lately are around AI, the risks of supply chains, and everything around data centers from design and construction to the power supply and compliance. “We are in a really challenging and interesting moment right now,” González said.

Dec 11

4 min

International arbitration Senior Associates Sofía Klot and Marta García Bel have been appointed by the Silicon Valley Arbitration & Mediation Center (SVAMC) to its newly established AI Task Force Drafting Subcommittee. The eight-member subcommittee was established to create guidelines for the appropriate use of artificial intelligence in the international arbitration process. The Guidelines will offer a set of best practices on the use of artificial intelligence in international arbitration for all those involved in the arbitration process. Learn more about the subcommittee: https://svamc.org/svamc-set-to-publish-pioneering-ai-regulations-for-international-arbitration/

Aug 1

1 min

Sidley has successfully represented an affiliate of Tecnicas Reunidas in a rare and significant victory before the High Court, which set aside an International Chamber of Commerce (ICC) arbitration award on jurisdictional grounds under section 67 of the Arbitration Act 1996. The judgment, delivered by Mr. Justice Bryan, represented a complete victory for Tecnicas Reunidas on both procedural and substantive grounds. It is one of the very few instances in which the English courts have set aside an award for lack of jurisdiction of the arbitral tribunal. The ruling is also novel for its detailed analysis of the applicable legal framework under the Arbitration Act 1996 and its emphasis on the substantive differences between ad hoc and institutional arbitration. Central to the Court’s reasoning was the application of orthodox principles of contractual interpretation. The Court concluded that the parties’ arbitration agreement clearly provided for ad hoc arbitration, rather than ICC arbitration. The judgment reinforces the importance of interpreting arbitration clauses in their full commercial and documentary context. The judgment will be closely studied by practitioners and parties, particularly in instances of complex contractual architecture involving various interrelated instruments with inconsistent provisions, which are common in Engineering, Procurement, and Construction contracts and subcontracts. Relief from Sanctions Denied The Court rejected the Defendant’s application for relief from sanctions arising from its failure to acknowledge service of the Claimant’s section 67 claim. Mr. Justice Bryan rejected the Defendant’s argument that this was a mere “technical” oversight, emphasising the seriousness, consequences, and length of the breach. The Court noted that the breach was all the more serious given that “expedition and speedy finality” are especially important in the context of arbitration. The Court found no justification for the failure, noting that the Defendant had legal representation and had received reminders from both the Court and Sidley. The Judge characterized timely service as “page one, line one for any solicitor,” and allowed the Defendant to attend the hearing only on a de bene esse basis as a non-party. Application of Diag and Timeliness of Jurisdictional Challenge In assessing whether Tecnicas Reunidas had preserved its right to bring a section 67 challenge, the Court applied the Court of Appeal’s reasoning in Czech Republic v. Diag Human SE & Anor [2024] EWHC 2102 (Comm) (Diag). Mr. Justice Bryan confirmed that, under Diag, a tribunal’s treatment of a jurisdictional objection on the merits can validate a later objection as timely under sections 31 and 73 of the Act. The Court rejected the Defendant’s submission that the challenge was out of time or estopped by nomination of an arbitrator by Tecnicas Reunidas. The Court reaffirmed that such nomination does not bar a jurisdictional challenge under section 67, especially in circumstances where the Claimant had expressly reserved its rights to challenge jurisdiction and made clear that its participation in the ICC arbitral process was contingent on its jurisdictional challenge. Jurisdictional Grounds under Section 30 The Court undertook a detailed examination of the meaning of “substantive jurisdiction” under section 30, and held that all three requirements were met: the challenge related to the arbitration agreement, the constitution of the tribunal, and the matters submitted to the tribunal. The Court rejected as a “bad point” the Defendant’s suggestion that the issue was merely procedural and that it should instead be brought under section 68. In particular, the Court held that whether an arbitration was to be conducted ad hoc or under ICC rules went to the heart of the issue of “substantive jurisdiction,” given the “substantial” and even “fundamental” differences between the two. Section 67 Hearing is De Novo Reaffirming the nature of a section 67 challenge, the Court made clear that it is a de novo hearing of jurisdictional issues and, as such, the English courts re-examine for themselves the jurisdiction of the arbitrators. The arbitration award under challenge, therefore, was not entitled to “any particular status or weight.” ICC Tribunal Had No Jurisdiction The Court was in “no doubt whatsoever” that the arbitration agreement called for ad hoc arbitration and that the ICC Tribunal lacked jurisdiction, as argued by the Claimant. The Court held that the purchase order – one of the contractual instruments at issue, which expressly provided for ad hoc arbitration – took precedence over other documents in the event of inconsistency. The Defendant’s attempt to synthesize provisions across multiple documents to support ICC arbitration was firmly rejected as an “inappropriate” “pick and mix” approach. Mr. Justice Bryan further underlined the stark differences between ad hoc and ICC arbitration, describing them as “fundamentally different beasts” with “fundamentally different contractual consequences.” The decision is likely to be closely studied by practitioners and parties navigating the procedural and jurisdictional nuances of international arbitration, particularly in instances of complex contractual architecture involving various inter-related instruments. The Sidley team was led by partners Simon Navarro (New York) and Andrew Fox (London), associate Daniel Wagner (London), and foreign temporary associate Ana Sofía Sapiña Errecart (New York).~~Sidley has successfully represented an affiliate of Tecnicas Reunidas in a rare and significant victory before the High Court, which set aside an International Chamber of Commerce (ICC) arbitration award on jurisdictional grounds under section 67 of the Arbitration Act 1996. The judgment, delivered by Mr. Justice Bryan, represented a complete victory for Tecnicas Reunidas on both procedural and substantive grounds. It is one of the very few instances in which the English courts have set aside an award for lack of jurisdiction of the arbitral tribunal. The ruling is also novel for its detailed analysis of the applicable legal framework under the Arbitration Act 1996 and its emphasis on the substantive differences between ad hoc and institutional arbitration. Central to the Court’s reasoning was the application of orthodox principles of contractual interpretation. The Court concluded that the parties’ arbitration agreement clearly provided for ad hoc arbitration, rather than ICC arbitration. The judgment reinforces the importance of interpreting arbitration clauses in their full commercial and documentary context. The judgment will be closely studied by practitioners and parties, particularly in instances of complex contractual architecture involving various interrelated instruments with inconsistent provisions, which are common in Engineering, Procurement, and Construction contracts and subcontracts. Relief from Sanctions Denied The Court rejected the Defendant’s application for relief from sanctions arising from its failure to acknowledge service of the Claimant’s section 67 claim. Mr. Justice Bryan rejected the Defendant’s argument that this was a mere “technical” oversight, emphasising the seriousness, consequences, and length of the breach. The Court noted that the breach was all the more serious given that “expedition and speedy finality” are especially important in the context of arbitration. The Court found no justification for the failure, noting that the Defendant had legal representation and had received reminders from both the Court and Sidley. The Judge characterized timely service as “page one, line one for any solicitor,” and allowed the Defendant to attend the hearing only on a de bene esse basis as a non-party. Application of Diag and Timeliness of Jurisdictional Challenge In assessing whether Tecnicas Reunidas had preserved its right to bring a section 67 challenge, the Court applied the Court of Appeal’s reasoning in Czech Republic v. Diag Human SE & Anor [2024] EWHC 2102 (Comm) (Diag). Mr. Justice Bryan confirmed that, under Diag, a tribunal’s treatment of a jurisdictional objection on the merits can validate a later objection as timely under sections 31 and 73 of the Act. The Court rejected the Defendant’s submission that the challenge was out of time or estopped by nomination of an arbitrator by Tecnicas Reunidas. The Court reaffirmed that such nomination does not bar a jurisdictional challenge under section 67, especially in circumstances where the Claimant had expressly reserved its rights to challenge jurisdiction and made clear that its participation in the ICC arbitral process was contingent on its jurisdictional challenge. Jurisdictional Grounds under Section 30 The Court undertook a detailed examination of the meaning of “substantive jurisdiction” under section 30, and held that all three requirements were met: the challenge related to the arbitration agreement, the constitution of the tribunal, and the matters submitted to the tribunal. The Court rejected as a “bad point” the Defendant’s suggestion that the issue was merely procedural and that it should instead be brought under section 68. In particular, the Court held that whether an arbitration was to be conducted ad hoc or under ICC rules went to the heart of the issue of “substantive jurisdiction,” given the “substantial” and even “fundamental” differences between the two. Section 67 Hearing is De Novo Reaffirming the nature of a section 67 challenge, the Court made clear that it is a de novo hearing of jurisdictional issues and, as such, the English courts re-examine for themselves the jurisdiction of the arbitrators. The arbitration award under challenge, therefore, was not entitled to “any particular status or weight.” ICC Tribunal Had No Jurisdiction The Court was in “no doubt whatsoever” that the arbitration agreement called for ad hoc arbitration and that the ICC Tribunal lacked jurisdiction, as argued by the Claimant. The Court held that the purchase order – one of the contractual instruments at issue, which expressly provided for ad hoc arbitration – took precedence over other documents in the event of inconsistency. The Defendant’s attempt to synthesize provisions across multiple documents to support ICC arbitration was firmly rejected as an “inappropriate” “pick and mix” approach. Mr. Justice Bryan further underlined the stark differences between ad hoc and ICC arbitration, describing them as “fundamentally different beasts” with “fundamentally different contractual consequences.” The decision is likely to be closely studied by practitioners and parties navigating the procedural and jurisdictional nuances of international arbitration, particularly in instances of complex contractual architecture involving various inter-related instruments. The Sidley team was led by partners Simon Navarro (New York) and Andrew Fox (London), associate Daniel Wagner (London), and foreign temporary associate Ana Sofía Sapiña Errecart (New York).

Jul 14

7 min

Every few years, the question arises as to whether quarterly reporting is the optimal timeframe for U.S. public companies. Now, with both President Donald Trump and Securities and Exchange Commission (SEC) Chairman Paul Atkins as active proponents of ending quarterly SEC reporting, regulatory reform seems more likely than ever before. Thanks to experimentation with reporting frequency in the European Union (EU) and the United Kingdom (UK), it is possible to make a few observations about potential reforms and a few predictions as to how regulatory change would affect financial reporting in practice. Overall, reducing reporting from a quarterly to a semi-annual schedule is likely to have less effect than either its critics fear or its proponents hope, as demonstrated by the EU and UK experience. Revising the mandatory reporting schedule will not, on its own, remove short-termism from the capital markets. And it will not suffice to reverse the long and troubling decline in the number of public companies in the United States. However, it would be a step in the right direction. Quarterly Reporting and Quarterly Guidance Public companies in the United States have been required to file quarterly reports since 1970. These reports include unaudited financial statements, earnings-per-share results, and the accompanying management’s discussion and analysis, along with any other material information that is due to be timely reported. The EU and the UK shifted to mandatory quarterly reporting in the mid-2000s, only to revert to six-month reporting requirements in the 2010s. However, even after the return to semi-annual reporting, some companies, particularly large multinational corporations, continued to produce some form of quarterly reporting in response to investor demand. In addition to the information required to be contained in quarterly reports, many companies have voluntarily provided quarterly earnings guidance as part of their investor communications since the 1990s, when the passage of the Private Securities Litigation Reform Act established a safe harbor for forward-looking statements accompanied by appropriate cautionary language. Regulation FD, adopted and implemented in 2000, required that any forward-looking guidance be released publicly if released privately, which further encouraged guidance to be delivered in a predictable and formal manner. Over the years, a number of high-profile opponents of the practice of providing earnings guidance (including Jamie Dimon and Warren Buffett ) have lamented its effect in encouraging short-termism to the detriment of the longer-term interests of the shareholders, the enterprise, and society more generally. In fact, the number of S&P 500 companies providing quarterly earnings guidance has been falling: From a high of 50% in 2004, it hit a low of 19% in 2024 . However, a recent report noted that 112 S&P 500 companies issued earnings per share (EPS) guidance for 2025 third quarter, while 264 S&P 500 companies issued EPS guidance for the current fiscal year. If a significant number of companies continue to provide earnings guidance, particularly on a quarterly basis, the proposed change to require only semi-annual periodic reporting is likely to have a very limited effect. Though earnings guidance is provided by companies in response to investor demand (and is not legally required), farther-reaching reforms than those currently contemplated could require companies to situate any earnings guidance in the context of long-term strategic planning, which would be helpful regardless of whether guidance were provided quarterly or semi-annually. Earnings Calls A key element of the U.S. quarterly reporting schedule are the earnings calls that take place simultaneously with or shortly after the release of quarterly earnings and often precede the filing of the company’s 10-Q by a few days or more. These interactive briefings are high-stakes performances for CEOs and CFOs, as missteps can have immediate repercussions on their company’s stock price. Company executives, with broad-based support from employees in finance, legal, investor relations, and communications, prepare extensively for these quarterly calls. It is common to begin preparations at least two weeks in advance, meaning that for a minimum of two months each year, a significant amount of corporate time and energy is spent preparing and delivering earnings information to the market—time and energy that could be spent focusing on substantive priorities and executing on strategic goals. A meaningful benefit of eliminating quarterly reporting requirements would be for earnings calls to follow suit and move to a semi-annual schedule. This would reduce a substantial burden on senior management and be a material step toward reducing short-termism. Earnings calls arose in the 1990s initially as brokerage information sessions, and companies eventually took over the practice themselves to control their narrative and communicate directly with institutional investors and analysts; after Regulation FD took effect, the calls were no longer insider events but public performances. The practice is now common globally, and, notably, conforms to a company’s reporting schedule: In the EU and UK, companies generally hold earnings calls semi-annually, with large multinational corporations that choose to report quarterly also holding earnings calls on a quarterly timetable. An Idea Whose Time Has Come? During his first term, President Trump called on the SEC to study a possible shift from quarterly to semi-annual reporting. The SEC, then chaired by Jay Clayton, formally requested public comment on the issue and hosted a roundtable in 2019 on short-term/long-term public company management, the periodic reporting system, and regulatory requirements, though it took no further action. This time, Trump has pushed directly for reform, posting on social media on September 15: “Subject to SEC Approval, Companies and Corporations should no longer be forced to ‘Report’ on a quarterly basis (Quarterly Reporting!), but rather to Report on a Six (6) Month Basis.” Chairman Atkins stated shortly thereafter that the SEC will propose a rule change that would enable companies to choose between quarterly and semi-annual reporting, allowing market forces to determine the flow of information. The topic had resurfaced even before Trump’s statement on Truth Social. Earlier this year, Nasdaq released a white paper addressing the worrisome decline in the number of public companies in the United States and the accompanying growth in the private market: “Since 2000, the private equity-backed company count climbed from about 2,000 U.S. companies to more than 11,500, a 475% increase. Over the same period, the count of publicly-listed U.S. businesses on U.S. exchanges declined from roughly 7,000 to 4,500, shrinking 36%.” The white paper, based on a survey of issuers to determine the “pain points” of being publicly traded, proposed myriad ways of relieving the burdens of being public, including the two-pronged recommendation of (1) standardizing guidelines for the quarterly press release to enable it to replace the 10-Q and (2) offering companies the option, where not detrimental to investors, to report semi-annually instead of quarterly. The U.S. Chamber of Commerce published a white paper in June 2025 called “Unlocking America’s Capital Markets” that contained the same recommendation. One organization has stated its intention to take action on the issue: The Long Term Stock Exchange (LTSE), a national exchange based in San Francisco, announced about a week before the president’s social media post that it plans to formally petition the SEC to allow companies to report semi-annually rather than quarterly. The founding mission of the LTSE, which opened for trading in 2020, is to combat short-termism in the capital markets by enabling companies to focus on their long-term strategy and performance and engage with a broad-based group of stakeholders who are also focused on the long term. While a common objection to eliminating quarterly reporting is that it may increase market volatility, long-term market participants argue that viewing events over a longer time period tends to have the opposite effect, smoothing out bumps that would have an outsized impact if analyzed only within a short timeframe. Looking Ahead For a reform that has been suggested many times, the current moment seems more favorable than ever. The Trump Administration is pursuing deregulation broadly across the federal government, and the SEC can build on the information gathered in its 2019 roundtable and public comment period to pursue significant reform in this area. The SEC has the authority to change the reporting requirement with a majority vote of the Commission, which currently has a majority of Republican appointees. A reform of this nature would likely take the SEC six to twelve months to implement through the administrative process of notice-and-comment rulemaking, although that timing could be accelerated. Making quarterly reporting optional would not be a magic bullet to stop the decline in the number of U.S. public companies, nor would it eliminate short-termism from the market. However, it would ease the regulatory burden that discourages companies from going and remaining public. And if the change in periodic reporting were to result in (1) a meaningful decrease in companies providing quarterly or semi-annual EPS guidance, and (2) quarterly earnings calls also moving to a six-month schedule, the market’s focus on short-termism likely would be significantly reduced. Companies, offered some relief from the relentless quarterly timetable of reporting, earnings calls, and guidance, would have more leeway to focus on their substantive, longer-term priorities; and the significance of EPS guidance would diminish within the larger strategic context in which it is provided. Indeed, if semi-annual earnings calls were timed to occur simultaneously with the release of companies’ semi-annual and Form 10-K periodic filings, the market might be satisfied with the flow of information and more companies might be able to forgo quarterly guidance altogether. The EU and UK experience shows that reducing the reporting frequency to semi-annual is likely to have little to no effect on corporate investment decisions or market volatility and result in no meaningful loss of transparency, particularly if companies continue to produce quarterly press releases (whether voluntarily or in response to a scaled-down reporting requirement) that provide information useful to investors. In the interest of promoting public markets—the engine of American economic growth—moving from quarterly to semi-annual reporting would be a positive step. David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz. Laura A. McIntosh is a consulting attorney for the firm.  The views expressed are the authors’ and do not necessarily represent the views of the partners of Wachtell, Lipton, Rosen & Katz or the firm as a whole.

Sep 24

7 min