Firm News
SRZ Advises Casablanca Capital in Successful Activism Efforts with Cliffs Natural Resources
August 31, 2014
SRZ advised the hedge fund Casablanca Capital LP on its calls for management and operational changes at Cliffs Natural Resources Inc., an Ohio-based iron ore and coal mining company. Casablanca, which has a 5.2-percent stake in the company, is seeking a variety of value maximizing changes, including separating Cliffs’ U.S. assets and international assets, increasing its dividend and cutting general and administrative costs and exploration expenses. Casablanca won all six seats for which it nominated directors at the company’s annual shareholder meeting on July 29, and it succeeded in replacing its CEO in August.
Casablanca Capital LP was represented by litigation partner Michael E. Swartz and former Schulte lawyer Caitlin R. Cornell.
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Alerts
On March 6, 2024, the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of Justice (“DOJ”) and the US Department of Commerce (collectively, the “Agencies”) published their latest in a series of Tri-Seal Compliance Notes in which they emphasized that foreign-based persons have an obligation to comply with US sanctions and export controls.[1] The Compliance Note does not reflect any policy change, but serves as a reminder that the Agencies have enforced sanctions and export controls against non-US persons, and highlights that non-US firms should implement measures to mitigate their risk of violating US laws. The Compliance Note also comes just a few months after the issuance of Executive Order (“E.O.”) 14114, which authorizes OFAC to sanction foreign financial institutions that engage in significant transactions with Russia’s military-industrial sector.[2] Below, we focus on the Compliance Note’s description of transactions in which OFAC has asserted authority to bring enforcement actions against non-US persons for sanctions violations and summarize some key implications for non-US fund managers.
Alerts
The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin reporting on the new Form. The changes to the reporting requirements mandated by the amendments to the Form (“Form PF Amendments”) will require substantial preparation by many managers.[1]
Alerts
On March 6, 2024, the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the US Department of Justice (“DOJ”) and the US Department of Commerce (collectively, the “Agencies”) published their latest in a series of Tri-Seal Compliance Notes in which they emphasized that foreign-based persons have an obligation to comply with US sanctions and export controls.[1] The Compliance Note does not reflect any policy change, but serves as a reminder that the Agencies have enforced sanctions and export controls against non-US persons, and highlights that non-US firms should implement measures to mitigate their risk of violating US laws. The Compliance Note also comes just a few months after the issuance of Executive Order (“E.O.”) 14114, which authorizes OFAC to sanction foreign financial institutions that engage in significant transactions with Russia’s military-industrial sector.[2] Below, we focus on the Compliance Note’s description of transactions in which OFAC has asserted authority to bring enforcement actions against non-US persons for sanctions violations and summarize some key implications for non-US fund managers.