The Freshfields Podcast

Eureka: Fresh Takes on Capital Markets with Freshfields Episode #4: Midseason Proxy Review

In episode four of the Eureka series, Former SEC Director of CorpFin and Freshfields partner Erik Gerding is joined by partners Leza Bieber, Heather Brookfield and Sarah Ghulamhussain who unpack the trends this Proxy Season, including:

• What we are seeing in terms of shareholder proposals, management proposals and early voting results including trends in ISS and Glass Lewis voting recommendations
• What’s been going on with Say-on-Pay
• Trendlines in 14a-8 shareholder proposals
• Shifts in the balance of power between the different players in the shareholder ecosystem
• New scrutiny of DEI and ESG issues and reactions to SEC staff interpretations on the dividing line between 13D and 13G filings
• Concerns around disclosing executive security as a perk following the murder of the United Healthcare CEO, and what the Commission can be doing to modernize its approach to detailed disclosure

Eureka: Fresh Takes on Capital Markets from Freshfields Episode #3: What to expect from SEC Enforcement

In this episode of the Eureka series, partners and former senior SEC officials Melissa Hodgman and Erik Gerding share insider perspectives on what to expect from SEC enforcement, including:

• Direction of travel for key areas such as crypto, fraud, individual liability, China, ESG and insider trading
• Insights into personnel and priorities changes at the agency and what this means for enforcement
• Advice for Boards, executives and in-house counsel on how to manage the swirling currents of the new SEC leadership

Tax matters: Trump 2.0 - the intersection of US tax and trade policy

The second Trump administration has made numerous announcements on trade and tariffs, but US tax policy is increasingly woven into the discussion on international trade. This includes the possibility of retaliatory US action against “discriminatory or extraterritorial taxes” imposed by other countries.

The US House Budget Reconciliation Bill, officially titled the “One Big Beautiful Bill Act", was recently passed by the House of Representatives and includes retaliatory US tax measures in response to “unfair foreign taxes” - with digital services taxes (DSTs) and the undertaxed profits rule (UTPR) of the Pillar 2 global minimum tax regime expressly identified as falling in this category.

In our latest podcast US tax expert Claude Stansbury, UK tax expert Emily Szasz and international trade expert Lorand Bartels join Josh Critchlow to discuss the latest on this intersection of US tax and trade policy, including:

• details of the measures in new proposed section 899 of the US tax code (including increased withholding tax rates), the impact the measures could have on multinational groups with US operations, the interaction of section 899 with double tax treaties, and when these measures could take effect;
• a deeper dive into the taxes considered to be "unfair foreign taxes" and which countries may be in-scope of proposed section 899;
• previous use of US trade measures in response to tax rules imposed by other countries and how the proposed retaliatory tax measures fit into the rapidly evolving international trade landscape; and
• possible next steps, including:
  • what actions may be taken at an OECD/EU level to address US concerns in respect of the identified "unfair" taxes; and
  • whether proposed section 899 could itself be subject to challenge under trade laws.

Note: this podcast was recorded on 30 May 2025 and does not cover developments after this date.

Looking Forward: How AI is Transforming Healthcare and MedTech

Listen to the latest episode of our MedTech podcast featuring host Vinita Kailasanath and guest Alya Sulaiman, Chief Compliance and Privacy Officer at Datavant. Vinita and Alya discuss Alya’s unique career path, how AI and machine learning will impact the US’ regulatory landscape, deploying AI in healthcare, and MedTech innovations to watch.  

Essential Antitrust #47: Chat with EC’s Daniele Calisti: More room for procompetitive efficiencies?

On 8 May 2025, the European Commission launched a public consultation to review the Merger Guidelines. In this episode, our host Jenn Mellott speaks with Daniele Calisti, Head of the Mergers Case Support and Policy Unit at DG Competition, who is leading the consultation process. They are joined by David Foster, Director at Frontier Economics, and fellow antitrust partner Thomas Janssens, to explore what changes may be coming – particularly around efficiencies and innovation.

While much of what the Commission sets out in the papers released alongside the consultation appears to formalise existing practice, some elements go further and are more novel (e.g., the effects on labour market, economic resilience, environmental sustainability, and broader societal impact of mergers). If the promises of the Draghi Report on innovation and growth in Europe are to be given some weight, the new guidelines should provide clear and explicit direction – particularly in articulating how they envisage a more open and flexible approach to parties demonstrating procompetitive efficiencies.

In the podcast, Daniele Calisti highlights two areas where the Commission is particularly keen to receive feedback—drawing on available economic evidence and real-world experience across industries—on how to assess efficiencies. The first is the idea that efficiencies may be more likely to arise when the merging firms’ activities are complementary. The second relates to the challenge of evaluating asymmetries between alleged harm and claimed efficiencies, including differences in how and when they materialise.

For more on the Commission’s evolving thinking you can read our recent blog: Time to catch up: EU reopens the rulebook on mergers and seeks feedback. Please feel free to reach out to your regular Freshfields contacts if you’d like to contribute to the consultation.

'EUnpacked' Episode #4: The EU’s first Omnibus - simplification or deregulation?

Tune in to the latest episode of our EUnpacked podcast series in which we try to untangle the famous or rather infamous ‘Omnibus I’ package unveiled by the European Commission on 26 February this year. The proposal aims to simplify ESG reporting and due diligence obligations, responding to new political and geopolitical imperatives pushing a simplification and burden-reduction drive to boost the EU’s competitiveness. Podcast host and Head of the Freshfields EU Regulatory & Public Affairs Team Natalie Pettinger Kearney is joined by Léa Bareil, ESG lead in the Brussels public affairs team together with Juliane Hilf and Vanessa Jakovich, both partners in the firm’s leading ESG regulatory practice.

No Worse Off #14: Managing consumer redress liabilities: recent restructuring experience and the motor finance sector

In our latest podcast episode of "No Worse Off," Freshfields partners Emma Gateaud and Craig Montgomery are joined by two industry experts for an in-depth discussion on motor finance claims and consumer redress restructuring.

Drawing on our extensive experience in recent consumer redress restructurings, we consider the potential impact of the upcoming Supreme Court Judgment on motor finance commissions. Our guests, Sheraz Afzal (Chief Legal Risk & Compliance Officer at Quint Group Ltd) and Jamie Drummond-Smith (Independent director, adjudicator and creditor representative), share their frontline experience in these restructurings, offering valuable insights from recent cases in the consumer finance sector.

Stay tuned for more insights into the world of restructuring in 2025, and thank you for listening to "No Worse Off"

Securing the Digital Future #4: A Conversation with Athina Tsitsou and June Lowry

In this episode of our Securing the Digital Future podcast series, Freshfields partner Rachael Annear talks with June Lowry and Athina Tsitsou, from the European Commission, about measures in the EU aimed at children’s online safety as well as broader initiatives around accessibility.

Eureka: Fresh Takes on Capital Markets with Freshfields Episode #2: IPOs and other Routes to Capital and Liquidity: “The Garden of Forking Paths”

In episode two of the Eureka series, Former Director of CorpFin at the SEC and Freshfields partner Erik Gerding and Freshfields partners Calise Cheng and Jacqueline Marino explore IPOs in the face of uncertainty, including alternative paths to capital and liquidity. They discuss:

• The state of the market and what the SEC might do to help
• Alternative paths for companies seeking capital and liquidity
• What to do with your registration statement if you have already confidentially submitted
• How to get ready for an IPO when the goalpost has moved

Eureka: Fresh Takes on Capital Markets from Freshfields: Episode #1: Disclosure and Governance During a Trade War

In this episode of the Eureka series, Former Director of CorpFin at the SEC and Freshfields partner Erik Gerding and Freshfields partners Pamela Marcogliese and Leza Bieber discuss how to think about disclosures and governance during a trade war, including:

• What to do about guidance and meaningful cautionary language under extreme uncertainty?
• How is this situation similar to COVID and the Russia/Ukraine war and how are they different?
• How should Boards be thinking about and responding?
• The importance of having a good process and making decisions aligned with your strategic vision