Cooley LLP

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3175 Hanover Street
Palo Alto, CA 94304-1130, United States
Phone: 650 843 5000
Fax: 650 849 7400
Areas Of Practice
  • Administrative Law
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  • Antitrust & Trade Regulation
  • Art, Entertainment, & Sports Law
  • Bankruptcy
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Locations
Other U.S. Locations
  • California
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Number of Attorneys
1,000+ Attorneys

EU Sustainability Disclosure Rules Impacting US, Asian and Other Non-EU Portfolio Companies

At Cooley, we’re increasingly speaking to clients in the US, Asia and elsewhere who are surprised by the intensity of environmental, social and governance (ESG) requests and covenants coming from their investors. Often these…more

Corporate Governance, Environmental Social & Governance (ESG), EU, SFDR, Sustainability

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Delaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets Stockholders Pursue Their Claims for Damages

Delaware corporations contemplating conversion to another state should take note of a recent Delaware Court of Chancery decision in which Vice Chancellor J. Travis Laster declined to enjoin a corporate move to Nevada, but…more

Board of Directors, Business Entities, Corporate Governance, Shareholders, TripAdvisor

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UK Reporting for Share Plans With UK Participants Due July 6

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to, and share acquisitions by, UK…more

Compensation & Benefits, Employee Benefits, HMRC, UK

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Illinois Pay Transparency Requirements Take Effect January 1, 2025

On August 13, 2023, Illinois Gov. J.B. Pritzker signed an amendment to the Illinois Equal Pay Act, which will require certain Illinois employers to include the pay scale and benefits information for a position in any job posting…more

Employer Liability Issues, Governor Pritzker, Pay Equity Laws, Pay Transparency, State Labor Laws

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Life Sciences ESG Reporting Practices

For companies of all industries, ESG matters have become an area of intense focus. In addition to investor and activist pressure, the growth of ESG ratings – and proposed climate and broader ESG disclosure requirements in the…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), Life Sciences, Reporting Requirements

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Recent FCA Speeches Reveal Future Strategy Toward Regulation of Fintech and Digital Assets

Two recent speeches delivered by the UK’s financial services regulator, the Financial Conduct Authority (FCA), shed light on how the FCA wants to be perceived when it comes to the regulation of fintech and digital assets…more

Cryptocurrency, Digital Assets, Financial Conduct Authority (FCA), Financial Services Industry, FinTech

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Alert: Four Fast Ways to Form a Charity to Address COVID-Related Matters

In the face of the COVID-19 outbreak, groups ranging from small neighborhood projects to large national initiatives are mobilizing quickly to help. Many of those groups have questions about whether they can achieve their goals…more

501(c)(3), Charitable Organizations, Coronavirus/COVID-19, IRS

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Alert: Supreme Court: Federal Agencies Cannot Seek Review of an Issued Patent Under the AIA

The US Supreme Court’s decision in Return Mail, Inc. v. U.S. Postal Service removes the ability of federal agencies to seek post-issuance review of a US patent under the inter partes, covered business method or post-grant review…more

Administrative Agencies, America Invents Act, Covered Business Method Proceedings, Government Entities, Intellectual Property Protection

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Pre-IPO Converts: What Late-Stage Private Companies Should Know

Our late-stage private company clients that are on the path to an IPO in the next 12to 24 months will often ask us for guidance on “pre-IPO converts.” This article explains what a pre-IPO convert is and describes some of the…more

Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Five Common Mistakes US Companies Make When Issuing Stock Options to US Service Providers

With special thanks to Jacob Hanna and Blake Martell for their contributions. Issuing option grants to incentivize employees, consultants and advisers is a near universal practice for start-up companies in the US, but there…more

Employee Benefits, ISOs, Stock Options

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ED to Shut Down and Overhaul E-App System

The US Department of Education (ED) announced last week that it will implement updates to its Electronic Application (E-App) system – the website on which institutions apply for and certify their eligibility for federal student…more

Colleges, Department of Education, Educational Institutions, Students, Universities

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Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

See all updates »

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

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Alert: The FCC's Telephone Consumer Protection Act Order

On July 10, 2015, the Federal Communications Commission (FCC or Commission) released an order that purports to respond to numerous different petitions asking the agency for clarification regarding the federal Telephone Consumer…more

Auto-Dialed Calls, Declaratory Rulings, Exemptions, FCC, Mobile Apps

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Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

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Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

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Private Company Tender Offers

As discussed in this Cooley Go article on secondary sale transactions of private company stock, a tender offer is one of the ways in which companies can provide liquidity to their stockholders. This article will dive a bit…more

Shareholders, Stock Prices, Stocks, Tender Offers

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Alert: UK Government Further Extends the Future Fund Deadline to 31 January 2021

The UK government has announced a further extension for Future Fund applications to 31 January 2021. The Future Fund, aimed at UK startups in response to the impact of COVID-19, was officially launched on 18 May 2020…more

Coronavirus/COVID-19, Future Fund, Startups, UK

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Supreme Court Affirmance in Amgen v. Sanofi Leaves Legal Standard for Patent Enablement Undisturbed

The legal standard for enablement – the statutory requirement under 35 USC § 112 that a patent must enable those skilled in the art to “make and use” the claimed invention – remains unchanged after the US Supreme Court affirmed…more

Amgen, Enablement Inquiries, Intellectual Property Litigation, Patent Litigation, Patents

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Supreme Court Affirmance in Amgen v. Sanofi Leaves Legal Standard for Patent Enablement Undisturbed

The legal standard for enablement – the statutory requirement under 35 USC § 112 that a patent must enable those skilled in the art to “make and use” the claimed invention – remains unchanged after the US Supreme Court affirmed…more

Amgen, Enablement Inquiries, Intellectual Property Litigation, Patent Litigation, Patents

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

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US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

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Alert: UK’s FCA Consults on Proposed Changes to the Listing Rules Relating to SPACs

The Financial Conduct Authority (FCA) has launched a consultation on proposed changes to its Listing Rules for certain special purpose acquisition companies (SPACs). The proposed changes to the rules around SPACs were outlined…more

Acquisitions, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Investors, Listing Rules

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36-Hour Breach Notification Rule to Go into Effect for Banking Organizations

On November 18, 2021, three US agencies – the Office of the Comptroller of the Currency (OCC), the Federal Reserve Board (FRB) and the Federal Deposit Insurance Corporation (FDIC) – issued a joint rule concerning…more

Banking Sector, Breach Notification Rule, Cyber Attacks, Cybersecurity, Data Breach

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Filling the Gaps: SEC Adopts Final Rules on 10b5-1 Trading Plans and Related Disclosures

The Securities and Exchange Commission adopted final rules that impose new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption,…more

10b5-1 Plans, Cooling-Off Rule, Disclosure Requirements, Final Rules, Insider Trading

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UK Government Announces Upcoming Changes in Employment Law

In this alert, we’ve highlighted some of the key developments in UK employment law and explain what they may mean for employers. Limits on noncompetition restrictions - The UK government has announced its intention to limit…more

Corporate Counsel, Employer Liability Issues, Employment Contract, International Labor Laws, Non-Compete Agreements

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Alert: President Signs CARES Act

The President has signed a $2 trillion relief package, the "Coronavirus Aid, Relief, and Economic Security Act" (CARES Act). The CARES Act is intended to provide "emergency assistance and health care response for individuals,…more

Affiliated-Business Arrangements, Business Interruption, CARES Act, Coronavirus/COVID-19, Economic Injury Disaster Loans

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CFPB Emphasizes Voluntary Nonbank Consent to Supervision in Updated Procedural Rulemaking

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

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UK Introduces Export Controls for Emerging Technologies

On 12 March 2024, the UK Export Control Joint Unit (ECJU) announced that UK export control regulations would be amended to introduce new controls on the export of emerging technologies and provide a number of technical updates…more

Corporate Counsel, ECJU, Export Controls, Exports, UK

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California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Recent Developments: Silicon Valley Bank and Signature Bank

After depositors rushed to withdraw funds from Silicon Valley Bank (SVB), on Friday, March 10, 2023, the US bank was closed by the California Department of Financial Protection and Innovation (DFPI), and the Federal Deposit…more

Banking Sector, Banks, Deposit Accounts, Deposit Insurance, Depository Institutions

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US Regulatory Agencies Launching Reviews of AI

The extent to which the federal government will regulate artificial intelligence (AI) is a hot topic in Washington, DC. In September 2023, the US Senate held a closed-door forum, followed by another forum in October, with AI…more

Artificial Intelligence, Biden Administration, Executive Orders, FCC, Federal Election Commission (FEC)

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DOJ to Launch New Whistleblower Rewards Program

On March 7, 2024, US Deputy Attorney General Lisa Monaco announced a new program that will financially reward whistleblowers who notify the Department of Justice (DOJ) of “significant” corporate misconduct. This announcement…more

Corporate Misconduct, Department of Justice (DOJ), Self-Disclosure Requirements, Voluntary Disclosure, Whistleblowers

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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Alert: FTC Expects Board-Level Cybersecurity Oversight

Federal Trade Commission (FTC) staff published a blog post that highlights increased cybersecurity threats and emphasizes the key role corporate boards play in a successful cybersecurity program: “Corporate boards: don’t…more

Board of Directors, Cyber Threats, Cybersecurity, Data Security, Federal Trade Commission (FTC)

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Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

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Alert: Supreme Court Limits Criminal Tax Obstruction Statute

On March 21, 2018, the Supreme Court sharply curtailed the scope of conduct subject to prosecution under the criminal obstruction provision of the Internal Revenue Code. Specifically, in Marinello v. United States, the court…more

Criminal Investigations, IRS, Marinello v. United States, Obstruction of Justice, Tax Evasion

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FTC Focuses on Automatically Renewing Subscriptions

On November 3, 2022, the Federal Trade Commission (FTC) announced a $100 million settlement with Vonage, a provider of Voice over Internet Protocol (VoIP) services to residences and small businesses. The FTC alleges that Vonage…more

Automatic Renewals, Cancellation Rights, Consumer Contracts, Federal Trade Commission (FTC), Subscription Services

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

See all updates »

EU Adopts Mandatory Rules on Corporate Sustainability Due Diligence That Will Apply to Many US Companies

On 24 April 2024, the European Parliament voted to adopt the Corporate Sustainability Due Diligence Directive (CSDDD), meaning it will now become law and necessitate a shift in corporate attitudes to responsible business…more

Corporate Governance, Due Diligence, EU, Human Rights, Sustainability

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NSD’s Revised Enforcement Policy for Business Organizations Incentivizes Voluntary Self-Disclosures in M&A Context

Companies engaged in mergers & acquisitions activities should take note of the revised voluntary self-disclosure policy (VSD Policy) of the National Security Division (NSD) of the US Department of Justice, released on March 7,…more

Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions, Self-Disclosure Requirements, Voluntary Disclosure

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International Product Recall – The Basics You Need To Know

Increasing globalization of product markets brings tremendous opportunities for product manufacturers. New technologies enable companies to reach consumers in markets all around the world, and rapid geographical expansion is…more

Distributors, Manufacturers, Product Defects, Product Recalls

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Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

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Securities Class Action Settlement Trends: Number of Settlements Down, But Dollar Amounts Up, According to Cornerstone Research

Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reported that, in 2023, the number of settlements in securities class…more

Class Action, Derivative Suit, Securities and Exchange Commission (SEC), Securities Litigation, Settlement

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District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

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Bedoya Confirmation Puts Democrats Back in Control of Privacy, Antitrust Enforcement at FTC

On May 16, 2022, eight months after President Joe Biden announced his intention to nominate Alvaro Bedoya to serve as a commissioner of the Federal Trade Commission, Bedoya was sworn in. The FTC includes five commissioners –…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement Actions, Federal Trade Commission (FTC)

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Alert: SEC Proposes Changes to Rule 701 and Form S-8

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would…more

Disclosure Requirements, Form S-8, Proposed Amendments, Rule 701, Securities Act of 1933

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US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

See all updates »

US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Alert: Rent Relief Requests and Special Considerations for Coworking Space Agreements

The COVID-19 pandemic and the resulting shelter-in-place orders have resulted in an influx of inquiries from tenants seeking relief from payment obligations under their leases. Various governmental orders have provided some…more

Coronavirus/COVID-19, Eviction, Landlords, Rental Property, Tenants

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IRS Announces Adjusted Plan Limits for 2023

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2023 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, such as…more

401k, Contribution Limits, Cost-of-Living Adjustment (COLA), Employee Benefits, Internal Revenue Code (IRC)

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Riding the Waves Through Choppy Waters: Scaling Your Company in Today’s Market

Healthtech executives and investors gathered at Cooley’s 13th Annual Healthtech Conference in early May to discuss market trends and dealmaking, as well as celebrate CEO success stories. In an opening panel addressing top of…more

Digital Health, Investors, Life Sciences

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Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

See all updates »

Antitrust Lawsuit by FTC and 10 States Focuses on ‘Loyalty Programs’

On September 29, 2022, the Federal Trade Commission – alongside a bipartisan coalition of 10 state attorneys general – sued Corteva and Syngenta, challenging “loyalty programs” pursuant to which two of the largest pesticide…more

Competition, Corporate Counsel, Department of Justice (DOJ), Distributors, Federal Trade Commission (FTC)

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Alert: Boston Fed Releases FAQs, Operational Documents for Main Street Lending Program

Borrowers and lenders have eagerly anticipated additional details and guidance on the Federal Reserve's rollout of the $600 billion Main Street Lending Program, as there has been scant information regarding the specific timing…more

EBITDA, Federal Reserve, Main Street Lending Programs, Main Street New Loan Facility

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Alert: SEC Proposes Changes to Rule 701 and Form S-8

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would…more

Disclosure Requirements, Form S-8, Proposed Amendments, Rule 701, Securities Act of 1933

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Q3 2023 Quarterly VC Update: Genevieve Kinney on the State of Venture Capital Investing

In conjunction with our Q3 2023 Venture Financing Report, I sat down with Genevieve Kinney of General Catalyst to get her take on the state of venture capital investing…more

Initial Public Offering (IPO), Investment, Investment Funds, Investors, Venture Capital

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Inundated With Requests Under New Jersey’s Daniel’s Law? 

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

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SDNY Rules Ripple’s XRP Token Was – and Was Not – a Security

On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when…more

Cryptocurrency, Digital Assets, Popular, Securities Act of 1933, Securities and Exchange Commission (SEC)

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Indemnity and Insurance: How Directors and Officers Can Enhance Their Protections

Whether they are new executive leaders or longtime members of a corporate board, directors and officers should be considering two prongs of protection – a robust insurance program and a tailored indemnification…more

D&O Insurance, Indemnification, Indemnity, Insurance Industry

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Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

See all updates »

Following Recent Policy Statement, FTC ‘Disputes’ 100+ Patent Listings in FDA Orange Book

The US Federal Trade Commission (FTC) sent letters on November 7, 2023, accusing 10 companies of improperly listing drug delivery device patents in the US Food and Drug Administration (FDA) Orange Book, stating that the FTC has…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Life Sciences, Orange Book

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FCC Requires ‘All-In’ Pricing for Video Service Bills and Marketing

The Federal Communications Commission (FCC) has adopted new rules requiring “all-in” pricing for cable and satellite television services. Under the rules, all consumer bills and all promotional materials for video services that…more

Broadband, FCC, Marketing, Television Broadcast Stations, Television Service Providers

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SEC Announces FY23 Enforcement Results –Record-Breaking Whistleblower Awards, Focus on Individual Accountability, Self-Reporting, and Cooperation Credit

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2023, which reported a total of 784 enforcement actions, up 3% from FY22. This includes 501 original (stand-alone)…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Whistleblower Awards

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Blog: London Listings for People’s Republic of China (PRC) Companies

The United Kingdom (UK) offers a range of markets that companies in the People’s Republic of China (PRC) might consider as venues for a primary or secondary listing of their equity securities…more

China, Equity Securities, Financial Conduct Authority (FCA), London Stock Exchange, Secondary Listings

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Alert: US Supreme Court Affirms “Generic.com” Trademarks Eligible for Protection

On June 30, 2020, the United States Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B. V., handing down an important decision for those who have invested in a dot-com brand. The issue in…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Alert: California Legislature Amends Required CCP 1542 Language

California Code of Civil Procedure Section 1542 precludes the waiver of unknown claims unless the protections of the section are expressly relinquished. In order to effectively waive the protections of California Code of Civil…more

Amended Legislation, Civil Code, Creditors, Debtors, Release Agreements

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Whistleblower Complaints and Rewards Explode Worldwide

What you need to know Since the onset of the COVID-19 pandemic, the number of whistleblower complaints received by regulators has exploded on both sides of the Atlantic. On November 15, 2021, the US Securities and Exchange…more

Department of Justice (DOJ), Retaliation, Securities and Exchange Commission (SEC), Whistleblower Awards, Whistleblowers

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Gainful Employment Redux – Not Just for For-Profits Anymore

With a potential government shutdown bringing into question the ability to meet the master calendar requirement, the Department of Education (ED) released the final and official Gainful Employment (GE) rule on October 10, 2023…more

Department of Education, Educational Institutions, Gainful Employment, Higher Education Act, Students

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UK Antitrust Enforcer Outlines Growing Concerns for AI Foundation Model Markets

Following an almost yearlong review into artificial intelligence (AI) foundation models, and the publication of its initial report in October 2023, the UK Competition and Markets Authority (CMA) has published an updated report…more

Artificial Intelligence, Competition, Merger Controls, Mergers, UK

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Are Courts Reining in Causation and Remuneration in False Claims Act and Anti-Kickback Cases?

In US ex rel. Martin v. Hathaway, the US Court of Appeals for the Sixth Circuit joined the US Court of Appeals for the Eighth Circuit in requiring False Claims Act (FCA) plaintiffs to establish a direct causal relationship…more

Anti-Kickback Statute, False Claims Act (FCA), Fraud and Abuse, Health Care Providers, Healthcare Fraud

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Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

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Two Recent Federal Circuit Opinions Illustrate Risk of Product Demonstrations for Patent Validity

Section 102 of the Patent Act holds that an invention may not be patented if it was in public use before the effective filing date of the patented invention. The public use bar to patenting is triggered if the invention is both…more

Intellectual Property Protection, Patent Act, Patent Litigation, Patent Validity, Patents

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Support Announced for R&D-Intensive SMEs in UK’s Spring Budget 2023, Other Changes to R&D Tax Relief Regime

In recognition of the need to support the UK’s most innovative businesses, an additional tax relief for research and development-intensive small- and medium-sized enterprises (SMEs) was recently announced in the Spring Budget…more

Corporate Taxes, Research and Development, Small and Medium-Sized Enterprises (SMEs), UK

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UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

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Blog: Convertible Notes in Southeast Asia and India – What Founders Should Know

Often viewed as a quick interim source of funding until the next round of equity financing, convertible notes have become ubiquitous in Southeast Asia and India for many early-stage and even late-stage companies looking to raise…more

Convertible Debt, Convertible Notes, Investors, Loans

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

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Alert: SPAC Transactions – Considerations for Target-Company CFOs

Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to mitigate…more

Acquisitions, Capital Markets, Corporate Taxes, Initial Public Offering (IPO), Mergers

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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SEC Final Share Repurchase Disclosure Rules Less Burdensome Than Expected

On May 3, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to require enhanced disclosure about issuer share repurchases under the Securities Exchange Act of 1934, as amended. The…more

10b5-1 Plans, Disclosure Requirements, Form 10-K, Form 10-Q, Regulation S-K

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SBA Proposes Certification Process Changes for Veteran-Owned Small Businesses

Background - The Small Business Administration has issued a proposed rule that, if finalized, would establish a federal governmentwide certification program for Veteran-Owned Small Business Concerns (VO SBCs) and…more

Department of Veterans Affairs, Federal Contractors, Proposed Rules, SBA, SDVOSB

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Federal Circuit’s In re Cellect Decision Deals Blow to Patent Term Adjustment

The US Court of Appeals for the Federal Circuit’s recent decision in In re Cellect confirmed that, when considering whether a reference patent invalidates for obviousness-type double patenting (ODP) a patent having a term that…more

Intellectual Property Protection, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patent Term Extensions, Patent Trial and Appeal Board

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Alert: N.D. Cal. Expands Scope of IPR Estoppel Post-SAS Institute, Provides Rare Guidance for IPRx Estoppel

Inter partes review (IPR) estoppel - Before the Supreme Court's decision in SAS Institute v. Iancu (2018), the Northern District of California was part of a minority of district courts that did not apply 35 U.S.C. § 315(e)(2)…more

Estoppel, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents

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FCA Consults Further on the New UK Listing Regime

The Financial Conduct Authority (FCA) published a consultation paper on 20 December 2023 (CP23/31), setting out its proposals to reform the UK listing regime with reference to feedback received in previous consultations…more

Financial Conduct Authority (FCA), Financial Services Industry, Listing Rules, UK

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Update on Protecting Intellectual Property in Russia

As noted in our client alert on April 20, 2022, Cooley continues to monitor the ever-changing situation in Russia and Ukraine following Russia’s invasion of Ukraine in February 2022. Provided below is an update regarding recent…more

Copyright, Intellectual Property Protection, Office of Foreign Assets Control (OFAC), Patent Applications, Russia

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SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, GAAP, Regulation S-K, Securities and Exchange Commission (SEC), Smaller Reporting Companies

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Blog: Quarterly VC Update: Aydin Senkut on the State of Venture Capital Investing

In conjunction with our Q2 Venture Financing Report, I sat down with Felicis Ventures’ founder and managing director Aydin Senkut to get his take on the current state of venture capital investing. A few highlights from…more

Acquisitions, Initial Public Offering (IPO), Investors, Mergers, Popular

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Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

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Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick…more

Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Act of 1933, Venture Capital

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CFPB Issues Bulletin to Restrain Collection and Credit Reporting of Prohibited Medical Debt

The Consumer Financial Protection Bureau (CFPB) has released a compliance bulletin and policy guidance reminding debt collectors that attempting to collect on or furnishing information to consumer reporting agencies regarding…more

Consumer Financial Protection Bureau (CFPB), Debt Collection, Debt Collectors, Fair Credit Reporting Act (FCRA), FDCPA

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Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

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Maximizing QSBS for Entrepreneurs

Most entrepreneurs creating high-growth startups in the US form their companies without giving much thought to maximizing their potential tax benefits at the time of sale. The conventional wisdom is to form a Delaware C…more

Gain Exclusion, Income Taxes, Qualified Small Business Stock, Small Business

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UK Government Sets Out Approach to AI Regulation

On Tuesday, 6 February 2024, the UK government released its consultation response to its March 2023 white paper titled ‘A pro-innovation approach to AI regulation’. The response provides further details on the UK government’s…more

Artificial Intelligence, Competition, Cooperation, Corporate Counsel, Technology Sector

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New Hart-Scott-Rodino Act Filing Thresholds, Filing Fees and Interlocking Directorate Thresholds Announced

The Hart-Scott-Rodino (HSR) Act thresholds that govern which mergers & acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC) will increase slightly more than 7% in February 2024…more

Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act, Interlocking Directorate, Mergers

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California Legislature Passes Children’s Privacy Bills

California’s legislature adjourned for the year on August 31, 2022, after passing two notable children’s privacy bills: the California Age-Appropriate Design Code Act and the Student Test Taker Privacy Protection Act, both of…more

Data Privacy, Data Protection, Online Safety for Children, State Legislatures

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Did the Inflation Reduction Act Create a SPAC Tax?

On August 16, 2022, House Resolution 5376, the Inflation Reduction Act (IRA), was signed into law. An August 11 Cooley client alert explains some of the tax provisions contained in the IRA, including the 1% excise tax on certain…more

Excise Tax, Inflation Reduction Act (IRA), Shareholders, Special Purpose Acquisition Companies (SPACs), Stock Repurchases

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Alert: The Effect of the COVID-19 Pandemic on Online Marketplace Providers

COVID-19 and the responses of local, state, federal, and foreign governments have impacted, and will continue to impact, virtually every aspect of global commerce. Companies (marketplace providers) that offer online marketplaces…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Online Marketplace

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Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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FTC Targets Algorithmic Discrimination in Settlement With Rite Aid

In December 2023, the Federal Trade Commission (FTC) announced a settlement with Rite Aid for the company’s use of facial recognition technology (FRT) in connection with its surveillance technologies for theft deterrence…more

Artificial Intelligence, Biometric Information, Customers, Discrimination, Facial Recognition Technology

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UK Government Sets Out Approach to AI Regulation

On Tuesday, 6 February 2024, the UK government released its consultation response to its March 2023 white paper titled ‘A pro-innovation approach to AI regulation’. The response provides further details on the UK government’s…more

Artificial Intelligence, Competition, Cooperation, Corporate Counsel, Technology Sector

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Following Recent Policy Statement, FTC ‘Disputes’ 100+ Patent Listings in FDA Orange Book

The US Federal Trade Commission (FTC) sent letters on November 7, 2023, accusing 10 companies of improperly listing drug delivery device patents in the US Food and Drug Administration (FDA) Orange Book, stating that the FTC has…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Life Sciences, Orange Book

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Blog: Cooley’s 2020 Tech M&A Year in Review

A Tale of Two Years - While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the pandemic…more

Acquisitions, Coronavirus/COVID-19, Environmental Social & Governance (ESG), Initial Public Offering (IPO), Mergers

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What You Should Know About SAFEs

When early stage founders are looking to raise money, they are often choosing between using Simple Agreements for Future Equity (SAFEs) or convertible notes. Our clients often ask what the difference is between the two and,…more

Future Equity, Investors, SAFE (Simple Agreement for Future Equity)

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FCC Digital Discrimination Rules Will Affect Landlords, Building Owners, Contractors

Having access to reliable broadband internet service has become critical as consumers and small businesses rely on the internet for everyday tasks. To help meet that need, Congress, as part of the Infrastructure Investment and…more

Broadband, FCC, Internet, Landlords, Telecommunications

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Blog - Q4 2020 Quarterly VC Update: Sean Barrett on the State of Venture Capital Investing

In conjunction with our Q4 Venture Financing Report, I sat down with Sean Barrett of HMI Capital to get his take on the state of venture capital investing. Key insights from Sean Barrett: On going back to basics this…more

Investment, Investors, Venture Capital

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Court Instructs FCC to Amend Definition of ‘Critical Infrastructure’ in Equipment Authorization Order

The US government has made efforts to combat national security threats found in technology. Notably, the Federal Communications Commission (FCC) and Congress worked in tandem to create a Covered List of communications equipment…more

Critical Infrastructure Sectors, FCC, Infrastructure, National Security, Telecommunications

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Blog: Primer - Why Trademark Protection is Important for Venture Capital Firms

We’re a VC firm – we don’t sell consumer products – why do we need to care about trademarks? For any business, one’s good name is one of its most essential assets. That is especially true in venture capital, where,…more

Intellectual Property Protection, Trademark Registration, Trademarks, USPTO, Venture Capital

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New California Law Establishes Significant Disclosure Requirements Related to Climate Goals, Claims and Offsets Beginning January 1, 2024

On October 7, 2023, California Gov. Gavin Newsom signed the Voluntary Carbon Market Disclosures Act (VCMDA) – AB 1305 – which will impose new requirements applicable to companies making climate-related claims, as well as…more

Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), Governor Newsom, Greenhouse Gas Emissions

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CFPB Issues Background Screening, File Disclosure Advisory Opinions

On January 11, 2024, the Consumer Financial Protection Bureau (CFPB) issued two advisory opinions addressing consumer reporting agencies' (CRAs) obligations, under the Fair Credit Reporting Act (FCRA), related to information…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reports, Fair Credit Reporting Act (FCRA)

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Alert: EPO: Plants and Plant Materials Not Patentable if Exclusively Obtained by Essentially Biological Process

A recent opinion issued by the Enlarged Board of Appeal (EBoA) of the European Patent Office (EPO) has established that plants and plant materials are not patentable if they are exclusively obtained by means of an essentially…more

EU, European Patent Office, Intellectual Property Protection, Patents, Plant Patents

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Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick…more

Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Act of 1933, Venture Capital

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AI-Generated Robocalls Illegal Under the TCPA

In a unanimous, bipartisan decision, the Federal Communications Commission (FCC) has issued a declaratory ruling to confirm that artificial intelligence-generated voices are “artificial” under the Telephone Consumer Protection…more

Artificial Intelligence, FCC, Robocalling, TCPA, Telecommunications

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Alert: IRS Releases Guidance on PPP Loans and Employee Retention Tax Credits

The Internal Revenue Service (IRS) has issued several items of new guidance relating to loans under the Paycheck Protection Program (PPP), including two new FAQs addressing the interaction of PPP loans and employee retention tax…more

CARES Act, Coronavirus/COVID-19, Employee Retention, IRS, Paycheck Protection Program (PPP)

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Blog: Managing COVID-19 Disruption: Accrediting Agencies Adopt Temporary Measures to Address Challenges

Following the US Department of Education’s (ED) release of guidance to accrediting agencies on March 17, including the flexibility to bypass public comment periods and adoption by full agency membership, accreditors have been…more

Coronavirus/COVID-19, Department of Education, Educational Institutions, Infectious Diseases

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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Alert: New UK Tax Rules on Off-Payroll Working – Go-Live Date Approaches

The UK tax authority, HMRC, has published a policy paper regarding new off-payroll working rules due to come into force on 6 April 2021. Publication of the policy at this stage can be read as a clear indication that the new…more

Employer Liability Issues, HMRC, Income Taxes, Off-Payroll, UK

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Following Recent Policy Statement, FTC ‘Disputes’ 100+ Patent Listings in FDA Orange Book

The US Federal Trade Commission (FTC) sent letters on November 7, 2023, accusing 10 companies of improperly listing drug delivery device patents in the US Food and Drug Administration (FDA) Orange Book, stating that the FTC has…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Life Sciences, Orange Book

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US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Inundated With Requests Under New Jersey’s Daniel’s Law? 

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

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Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Protection, Data Security, UK

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Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

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Alert: Year-End Reporting for ISOs and ESPPs

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock…more

Employee Benefits, Employee Stock Purchase Plans, Incentive Stock Options, Internal Revenue Code (IRC), IRS

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Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

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Becoming a Registered Investment Adviser: Worth the Costs?

There is one question that often confronts venture capital firms as they grow more successful and encounter new opportunities: Should we register with the Securities and Exchange Commission (SEC)? While there is no…more

Investment Adviser, Investment Advisers Act of 1940, Registered Investment Advisors, Securities and Exchange Commission (SEC)

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Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

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Annual SEC Filing Deadline for Venture, Private Equity Funds Is February 14, 2024

Venture and private equity funds that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements, including filings based on the size of the holdings of a particular…more

Annual Filings, Filing Deadlines, Form 13F, Form 13H, Private Equity

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Considerations for Companies Seeking Competitor Collaborations

There are many legitimate reasons why your company may wish to collaborate with one of its competitors. You may, for example, want to enter into an agreement with your competitor to develop a new product. Collaboration between…more

Antitrust Provisions, Competition, Purchase Agreement, Research and Development

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Marketing Practices of Remittance Transfer Providers May Violate CFPA, CFPB Cautions

On March 27, 2024, the Consumer Financial Protection Bureau (CFPB) issued Circular 2024-02 warning remittance transfer providers that certain marketing activities may constitute deceptive practices and therefore violate the…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Remittance Transfer Rule

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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The Prisoner’s Dilemma Comes for Corporate Crime

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Non-Prosecution Agreements

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FTC Revises Health Products Compliance Guidance

In December 2022, the Federal Trade Commission released its Health Product Compliance Guidance, updating and replacing its 1998 industry advertising guidelines on dietary supplements. Unlike the 1998 guidelines, the new guide…more

Advertising, Dietary Supplements, False Advertising, Federal Trade Commission (FTC), Health Claims

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Supreme Court’s Affirmative Action in Education Ruling Leaves Employment Diversity Initiatives Untouched – for Now

On June 29, 2023, the US Supreme Court held in Students for Fair Admissions, Inc. v. President and Fellows of Harvard College (decided with Students for Fair Admissions, Inc. v. University of North Carolina, et al.) that race…more

Affirmative Action, College Admissions, Colleges, Diversity, Educational Institutions

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CISA Opens Notice and Comment Process on CIRCIA Draft Regulations

On March 27, 2024, the Cybersecurity and Infrastructure Security Agency (CISA) within the Department of Homeland Security published a long-awaited notice of proposed rulemaking (NPRM) pursuant to the Cyber Incident Reporting for…more

Critical Infrastructure Sectors, Cyber Incident Reporting, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Cybersecurity Information Sharing Act (CISA)

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UK Government Opens Consultation on Future Regulatory Regime for ESG Ratings Providers

In March 2023, the UK government launched a consultation on the future regulatory regime for environmental, social and governance (ESG) ratings providers. These providers compile, package and sell information to market…more

Climate Change, Corporate Governance, Environmental Social & Governance (ESG), Financial Conduct Authority (FCA), IOSCO

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AI Transcription in Virtual Meetings Brings Risks to Businesses

You’ve likely noticed a new presence joining your virtual meetings—artificial intelligence designed to capture the discussion. Transcription services can benefit users by helping them capture notes and allowing for consistent…more

Algorithms, Artificial Intelligence, Biometric Information, Data Privacy, Virtual Meetings

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District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

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Back to Basic: The Supreme Court Revisits a Landmark Securities Case and Eases Its Impact on Defendants

On June 23, the Supreme Court issued its much-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014). The Court declined Halliburton's invitation to eliminate the fraud-on-the-market…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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Alert: Life Sciences Company Hit with $4 Million SEC Penalty

On March 29, the US Securities and Exchange Commission announced that AVEO Pharmaceuticals, Inc., a Massachusetts-based pharmaceutical company, agreed to pay a $4 million penalty to settle fraud charges that it failed to…more

Corporate Counsel, Food and Drug Administration (FDA), Fraud, Life Sciences, Pharmaceutical Industry

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SEC Enforcement Director Discusses Priorities, Off-Channel Communications, Crypto and ESG

In his remarks at the 2023 Berkeley Fall Forum on Corporate Governance, GurbirGrewal, director of the Securities and Exchange Commission’s Division of Enforcement, discussed the SEC’s current enforcement priorities – including…more

Cryptocurrency, Digital Assets, Environmental Social & Governance (ESG), Investment Adviser, Securities and Exchange Commission (SEC)

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DOJ Announces New Safe Harbor Policy for Voluntary Self-Disclosure in M&A

The Department of Justice continues to make clear that one of its principal corporate enforcement priorities is encouraging companies to voluntarily self-disclose misconduct. To that end, the DOJ recently announced its decision…more

Acquisitions, Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ)

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EU Adopts Mandatory Rules on Corporate Sustainability Due Diligence That Will Apply to Many US Companies

On 24 April 2024, the European Parliament voted to adopt the Corporate Sustainability Due Diligence Directive (CSDDD), meaning it will now become law and necessitate a shift in corporate attitudes to responsible business…more

Corporate Governance, Due Diligence, EU, Human Rights, Sustainability

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DOJ’s Pandemic Fraud Enforcement Efforts Accelerating

On March 10, 2022, the Department of Justice announced the appointment of Associate Deputy Attorney General Kevin Chambers to serve as the DOJ’s first Director for COVID-19 Fraud Enforcement. This announcement comes two years…more

CARES Act, Civil Liability, Coronavirus/COVID-19, Criminal Liability, Department of Justice (DOJ)

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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CISA Opens Notice and Comment Process on CIRCIA Draft Regulations

On March 27, 2024, the Cybersecurity and Infrastructure Security Agency (CISA) within the Department of Homeland Security published a long-awaited notice of proposed rulemaking (NPRM) pursuant to the Cyber Incident Reporting for…more

Critical Infrastructure Sectors, Cyber Incident Reporting, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Cybersecurity Information Sharing Act (CISA)

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New UK International Data Transfer Tools in Force Starting Today

After being laid before the UK parliament in February, the UK’s new data transfer tools (“New UK Transfer Tools”) are now in force and ready for use…more

Cybersecurity, Data Privacy, Data Protection, International Data Transfers, UK

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Official Bankruptcy Forms Revised To Reflect April 1, 2022 Dollar Amount Adjustments Now In Effect

As discussed in an earlier post called “Moving Up: Bankruptcy Code Dollar Amounts Will Increase On April 1, 2022,” various dollar amounts in the Bankruptcy Code and related statutory provisions were increased for cases filed on…more

Bankruptcy Code, Commercial Bankruptcy, Debtors

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What is a ‘Drag-Along’?

You’ve just received a term sheet for your Series A financing, and it mentions a “drag-along.” What does this mean, and should you be concerned about it?…more

Acquisitions, Buyers, Contract Terms, Sellers, Shareholders

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Protection, Data Security, UK

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CFPB Issues Proposal to Eliminate Fees on Instantaneously Declined Transactions

On January 24, 2024, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking that would prohibit financial institutions from charging fees on transactions that are declined instantaneously or…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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A New DPA Sheriff in Town?

On 5 December 2023, the Crown Prosecution Service (CPS) entered into a deferred prosecution agreement (DPA) with Entain, a global online sports betting and gaming business (owner of Ladbrokes and Coral bookmakers) headquartered…more

Corporate Crimes, Criminal Investigations, HMRC, Serious Fraud Office (SFO), UK

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Understanding Washington’s My Health My Data (MHMD) Act: Applicability, Scope and Requirements

On January 31, 2024, Cooley lawyers Brooke Fritz and Andrew Epstein led a virtual presentation on Washington state’s My Health My Data (MHMD) Act. Below are some key highlights from the discussion…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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DOJ Focusing Antitrust Scrutiny on the Boardroom: Is Your Board Ready?

In April 2022, Assistant Attorney General Jonathan Kanter, head of the US Department of Justice’s Antitrust Division, fired a warning shot to companies: “For too long, our Section 8 enforcement has essentially been limited to…more

Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Interlocking Directorate

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President’s Working Group Urges Congress to Take Action on Stablecoins

On November 1, 2021, the President’s Working Group on Financial Markets, the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (together, the “Agencies”) released a report on…more

CFTC, Cryptocurrency, FSOC, Securities and Exchange Commission (SEC), Stablecoins

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Alert: DoD Codifies NISPOM, Makes Changes Concerning Access to Classified Information

The Department of Defense has issued a final rule codifying the National Industrial Security Program Operating Manual in the Code of Federal Regulations at 32 C.F.R. Part 117, effective February 24, 2021. The NISPOM governs the…more

Classified Information, Code of Federal Regulations (CFR), Department of Defense (DOD), Federal Contractors, FOCI

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Court of Appeal reaffirms law on aggregation of claims pursuant to a “cause” based wording

In Spire Healthcare v Royal & Sun Alliance Insurance Ltd [2022] EWCA Civ 17, the Court of Appeal reversed the first instance decision of Judge Pelling QC holding that the two sets of claims in question had in common a unifying…more

Aggregation Rules, Insurance Claims, Insurance Industry, Insurance Litigation, UK

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Alert: New Tax Court Decision Opens the Door for Tax Planning for Non-US Investors into US LLCs

On July 13, 2017, the US Tax Court issued a decision which may provide non-US investors more flexibility and potentially better tax outcomes with respect to structuring their investments into US LLCs and partnerships…more

Income Taxes, Investors, IRS, Limited Liability Company (LLC), Partnerships

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Blog: Q3 2018 Quarterly VC Update: Bruce Booth on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Bruce Booth from Atlas Venture to get his take on the state of venture capital investing. On deal terms: The pendulum is definitely favoring entrepreneurs and…more

Entrepreneurs, Financing, Initial Public Offering (IPO), Investors, Startups

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Alert: FCC Makes it Easier for Broadcasters and Cable Operators to Rehire Laid Off Employees

The Federal Communications Commission has released an order making it easier for broadcasters and cable operators to rehire employees laid off as a result of the ongoing COVID-19 pandemic…more

Broadcasting, FCC, Hiring & Firing, Layoffs

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SEC Announces FY23 Enforcement Results –Record-Breaking Whistleblower Awards, Focus on Individual Accountability, Self-Reporting, and Cooperation Credit

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2023, which reported a total of 784 enforcement actions, up 3% from FY22. This includes 501 original (stand-alone)…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Whistleblower Awards

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Alert: USPTO Revised Patent Eligibility Guidelines Significantly Eases Path to Obtaining Computer-Related Patents

On January 7, 2019, the United States Patent and Trademark Office (USPTO) issued the 2019 Revised Patent Subject Matter Eligibility Guidance, a major update to the examination guidelines for evaluating whether a patent claim is…more

Abstract Ideas, Computer-Related Inventions, Patent Trial and Appeal Board, Patent-Eligible Subject Matter, Patents

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US Supreme Court Ruling Limits Extraterritorial Reach of Lanham Act

On June 29, 2023, the US Supreme Court issued a unanimous decision in Abitron Austria GmbH v. Hetronic International, Inc., limiting the extraterritorial reach of provisions of the Lanham Act prohibiting trademark infringement…more

Abitron Austria GmbH v Hetronic International Inc, Extraterritoriality Rules, Foreign Sales, Intellectual Property Protection, Lanham Act

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IRS Announces Adjusted Plan Limits for 2023

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2023 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, such as…more

401k, Contribution Limits, Cost-of-Living Adjustment (COLA), Employee Benefits, Internal Revenue Code (IRC)

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ED to Shut Down and Overhaul E-App System

The US Department of Education (ED) announced last week that it will implement updates to its Electronic Application (E-App) system – the website on which institutions apply for and certify their eligibility for federal student…more

Colleges, Department of Education, Educational Institutions, Students, Universities

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DOJ’s Pandemic Fraud Enforcement Efforts Accelerating

On March 10, 2022, the Department of Justice announced the appointment of Associate Deputy Attorney General Kevin Chambers to serve as the DOJ’s first Director for COVID-19 Fraud Enforcement. This announcement comes two years…more

CARES Act, Civil Liability, Coronavirus/COVID-19, Criminal Liability, Department of Justice (DOJ)

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Blog: Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery…more

Acquisitions, Contract Termination, Coronavirus/COVID-19, Material Adverse Effects, Mergers

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Alert: IRS Announces Adjusted Plan Limits for 2021

The Internal Revenue Service has announced cost-of-living-adjusted limits for 2021 that affect the operation of tax-qualified retirement plans, including 401(k) plans and certain other types of employee benefit plans, including…more

401k, Contribution Limits, Employee Benefits, Highly Compensated Employees, IRS

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CFPB Highlights Financial, Privacy Risks of Consumer Transactions on Gaming Platforms

On April 4, 2024, the Consumer Financial Protection Bureau (CFPB) issued a report examining the growth and privacy risks of financial transactions in online video games and virtual worlds, noting that Americans spent…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Gaming

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SBA Proposes Certification Process Changes for Veteran-Owned Small Businesses

Background - The Small Business Administration has issued a proposed rule that, if finalized, would establish a federal governmentwide certification program for Veteran-Owned Small Business Concerns (VO SBCs) and…more

Department of Veterans Affairs, Federal Contractors, Proposed Rules, SBA, SDVOSB

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Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

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ISS and Glass Lewis Update 2024 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for…more

Glass Lewis, Institutional Shareholder Services (ISS), Proxy Season, Securities and Exchange Commission (SEC), Shareholder Proposals

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Alert: High Court Rules Works Authored by Legislators in Their Legislative Capacity Ineligible for Copyright Protection

A divided Supreme Court has held that works authored by legislatures or legislators in their legislative capacity are ineligible for copyright protection (Georgia v. Public.Resource.Org, Inc.). The Copyright Act protects…more

Annotated Case Law, Appeals, Copyright, Copyright Infringement, Copyrightable Subject Matter

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Alert: What’s at Steak: USDA Solicits Comments on Cultured Meat Labels

Using recent advances in cell culture technology, numerous companies are developing meat products produced in vitro using cultured cells derived from living animals. As such companies get ready to market their products to…more

Comment Period, Federal Meat Inspection Act (FMIA), Food Labeling, Food Safety and Inspection Service (FSIS), Labeling

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Blog: Dual-Track Processes: How to Turbocharge Your Exit

Exiting an investment is an inherently uncertain process. Even for a thriving business with a viable equity story, committed stakeholders and the right advisers, the final deal terms and valuation are typically guided by factors…more

Acquisitions, Dual Track Process, Exit Strategies, Strategic Planning

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New York Employers Facing New Employment Laws

New York recently enacted several new employment laws impacting employers in the Empire State. In this alert, we’ve highlighted what employers need to know about these laws…more

Covered Employees, Employer Liability Issues, Hiring & Firing, Non-Disclosure Agreement, Settlement Agreements

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International Product Recall – The Basics You Need To Know

Increasing globalization of product markets brings tremendous opportunities for product manufacturers. New technologies enable companies to reach consumers in markets all around the world, and rapid geographical expansion is…more

Distributors, Manufacturers, Product Defects, Product Recalls

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Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts…more

Acquisitions, Board of Directors, Breach of Duty, Corporate Counsel, Fiduciary Duty

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Alert: SEC Proposes Changes to Rule 701 and Form S-8

On November 24, 2020, the U.S. Securities and Exchange Commission (SEC) proposed changes to Rule 701 and Form S-8 under the Securities Act of 1933. While most of the initial attention has focused on the revisions that would…more

Disclosure Requirements, Form S-8, Proposed Amendments, Rule 701, Securities Act of 1933

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Understanding Washington’s My Health My Data (MHMD) Act: Applicability, Scope and Requirements

On January 31, 2024, Cooley lawyers Brooke Fritz and Andrew Epstein led a virtual presentation on Washington state’s My Health My Data (MHMD) Act. Below are some key highlights from the discussion…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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NSD’s Revised Enforcement Policy for Business Organizations Incentivizes Voluntary Self-Disclosures in M&A Context

Companies engaged in mergers & acquisitions activities should take note of the revised voluntary self-disclosure policy (VSD Policy) of the National Security Division (NSD) of the US Department of Justice, released on March 7,…more

Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions, Self-Disclosure Requirements, Voluntary Disclosure

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Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

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Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

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UK Government Consulting on National Security and Investment Regime

Just shy of two years since the UK National Security and Investment (NSI) Act entered into force, on 13 November 2023, the UK government published a Call for Evidence on the functioning, scope and performance of the regime…more

Foreign Direct Investment, Foreign Investment, National Security, UK

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EU’s Artificial Intelligence Act: The Last Stretch 

On Friday, 8 December 2023, European Union lawmakers concluded a provisional agreement on the much-anticipated Artificial Intelligence Act (AI Act). The AI Act – a broad new piece of legislation governing the development,…more

Artificial Intelligence, EU, European Commission, Technology Sector

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DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

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The Prisoner’s Dilemma Comes for Corporate Crime

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Non-Prosecution Agreements

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Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

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Limited Partners May Be Subject to Self-Employment Tax

On November 28, 2023, in Soroban Capital Partners LP v. Commissioner, the US Tax Court denied the taxpayer’s motion for summary judgment, holding that whether a limited partner in a state law limited partnership qualifies for…more

Employment Tax, Income Taxes, Internal Revenue Code (IRC), IRS, Self-Employment Tax

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PEG Releases New Statement of Principles for the Disapplication of Pre-Emption Rights

On 4 November 2022, the UK Pre-Emption Group (PEG) issued a new Statement of Principles on disapplying pre-emption rights and associated template resolutions. The Statement of Principles has been revised with immediate effect in…more

Investors, Shareholders, UK, UK Companies Acts

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AI Transcription in Virtual Meetings Brings Risks to Businesses

You’ve likely noticed a new presence joining your virtual meetings—artificial intelligence designed to capture the discussion. Transcription services can benefit users by helping them capture notes and allowing for consistent…more

Algorithms, Artificial Intelligence, Biometric Information, Data Privacy, Virtual Meetings

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District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

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Supreme Court Rules Andy Warhol’s Prince Portraits Not Fair Use

On May 18, 2023, the US Supreme Court, in a much-anticipated decision, held that portraits of the musician Prince by Andy Warhol do not constitute fair use under copyright law. The 7 – 2 decision in Andy Warhol Foundation for…more

Copyright, Copyright Infringement, Copyright Litigation, Corporate Counsel, Fair Use

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What’s New and What’s on the Horizon?

As we reported in October 2023, noncompete agreements continue to receive widespread scrutiny – a trend that has continued in the first quarter of 2024. In this update, we describe what you need to know about the latest…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Hiring & Firing, Non-Compete Agreements

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US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Delaware (Again!) Requires Upward Adjustment to Deal Price in Appraisal Proceeding Despite Objectively Fair Sales Process

A recent Court of Chancery decision adds yet another wrinkle to the appraisal landscape and the potential for appraisal arbitrage. In BCIM Strategic Value Master Fund LP v. HFF, Inc. (Del. Ch. Feb. 2, 2022), the court found…more

Appraisal, Deal Price, Fair Market Value, Mergers

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Q1 2022 Quarterly VC Update: Matt Sacks on the State of Venture Capital Investing

In conjunction with our Q1 Venture Financing Report, I sat down with Matt Sacks of Lightbank to get his take on the state of venture capital investing. Key insights from Matt Sacks..…more

Capital Raising, Early Stage Companies, Investors, Startups, Venture Capital

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Alert: Massachusetts Federal Court Proposes Change to What Constitutes a Related Case

The US District Court for the District of Massachusetts is weighing a rule change that would limit the cases that are deemed related and thus assigned to the same judge. Such a change, if implemented, would reduce plaintiffs’…more

Comment Period, Judges, Proposed Rules

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DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

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Blog: Borrower Defense to Repayment Rule 3.0 – Part II: Student Relief

On September 11, we published a detailed look at the portion of the Department of Education’s long-awaited revised Borrower Defense to Repayment Rule (BDTR) that focused on the elements directly impacting institutional…more

Borrower Defense Rule, Borrowers, Educational Institutions, Student Loans

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IRS Publishes Guidance on Tax Rules for Software Development, Research Expenses

The Tax Cuts and Jobs Act of 2017 (TCJA) introduced significant changes to the tax treatment of specified research and experimentation (SRE) expenditures. Historically, companies were able to immediately deduct all costs…more

Internal Revenue Code (IRC), IRS, Research and Development, Tax Cuts and Jobs Act

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California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

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CFPB Targets Buy Now, Pay Later Lending

On September 15, 2022, the Consumer Financial Protection Bureau published a report analyzing trends in the buy now, pay later (BNPL) industry. In particular, the CFPB finds that the BNPL industry has experienced rapid growth…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Consumer Lenders, Financial Services Industry

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US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

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Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

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CFPB Proposes Public Enforcement Order Registry for Nonbank Financial Services Providers

On December 12, 2022, the Consumer Financial Protection Bureau published a proposed rule that would require nonbank covered persons to report certain public agency enforcement actions and court orders for publication in a…more

Banking Sector, Comment Period, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Proposed Rules

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Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

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California DFPI Seeks Comments to Strengthen Consumer Protection Oversight of Digital Assets

On June 1, 2022, the California Department of Financial Protection and Innovation (DFPI) released an invitation for public comments to inform its development of a comprehensive regulatory approach for digital (or crypto1)…more

California Consumer Financial Protection Law (CCFPL), Cryptocurrency, Department of Financial Protection and Innovation (DFPI), Digital Assets, Virtual Currency

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Alert: Delaware Supreme Court Upholds Exclusive Federal Forum Charter Provisions

On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing the…more

DE Supreme Court, Delaware General Corporation Law, Forum Selection, Securities Act of 1933, Securities Litigation

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Annual SEC Filing Deadline for Venture, Private Equity Funds Is February 14, 2024

Venture and private equity funds that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements, including filings based on the size of the holdings of a particular…more

Annual Filings, Filing Deadlines, Form 13F, Form 13H, Private Equity

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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International Product Recall – The Basics You Need To Know

Increasing globalization of product markets brings tremendous opportunities for product manufacturers. New technologies enable companies to reach consumers in markets all around the world, and rapid geographical expansion is…more

Distributors, Manufacturers, Product Defects, Product Recalls

See all updates »

What Dealmakers Need to Know

As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the…more

Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC), Horizontal Merger Guidelines

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Trials and Tribulations: Minimising the Risk of Disputes Arising from Clinical Trial Agreements

The Clinical Trials Regulation (‘CTR’), which came into force last year, has modified (and in some cases increased) responsibilities for sponsors, streamlined reporting processes and improved protection for clinical trial…more

Clinical Trials, Life Sciences, Medical Research

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DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

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The Prisoner’s Dilemma Comes for Corporate Crime

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Corporate Crimes, Corporate Misconduct, Criminal Prosecution, Department of Justice (DOJ), Non-Prosecution Agreements

See all updates »

Alert: SEC Proposes to Modernize MD&A and Other Financial Disclosures

The SEC has issued a new proposal, part of the Disclosure Effectiveness Initiative, to simplify and modernize Management's Discussion and Analysis of Financial Condition and Results of Operations and the other financial…more

Disclosure Requirements, Financial Statements, MD&A Statements, Regulation S-K, Securities and Exchange Commission (SEC)

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Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

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What’s New and What’s on the Horizon?

As we reported in October 2023, noncompete agreements continue to receive widespread scrutiny – a trend that has continued in the first quarter of 2024. In this update, we describe what you need to know about the latest…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Hiring & Firing, Non-Compete Agreements

See all updates »

Proceed With Caution: Federal Courts of Appeal Uphold Criminal Convictions for Misbranding Violations Under FDCA

Voluntary compliance may be the backbone of the Federal Food, Drug, and Cosmetic Act (FDCA), but when the US government believes that a company is unwilling or unable to achieve compliance, it will seek to enforce the FDCA both…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

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Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

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US-UK Data Access Agreement: Top Five Things to Know

In May 2020, we published a blog post about the US-UK Data Access Agreement, a first-of-its-kind reciprocal agreement between the US and the UK. Under the agreement, law enforcement agencies in either country could obtain stored…more

Corporate Counsel, Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), International Data Transfers

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Major Reforms Proposed for UK Merger Control: What Dealmakers Need to Know

On April 20, 2022, the UK government announced wide-ranging reforms to UK competition and consumer law policy, including significant threshold changes to the UK merger control regime. In particular, while the government aims to…more

Competition, Corporate Counsel, Merger Controls, Mergers, UK

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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District of Columbia’s Ban on Non Competes Delayed Until October 2022

On March 28, 2022, District of Columbia Mayor Muriel Bowser signed the Ban on Non-Compete Agreements Applicability Emergency Amendment Act of 2022, which postpones the effective date of DC’s near-total ban on non-compete…more

Employer Liability Issues, Employment Contract, Former Employee, Non-Compete Agreements, Restrictive Covenants

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CFPB Targets Convenience Fees

On June 29, 2022, the Consumer Financial Protection Bureau issued an advisory opinion declaring that the Fair Debt Collection Practices Act (FDCPA) prohibits debt collectors from collecting “pay-to-pay” or convenience fees…more

Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Debt Collection, Debt Collectors, FDCPA

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CFPB Revives Its Dormant Nonbank Authority to Supervise High-Risk Institutions

On April 25, 2022, the Consumer Financial Protection Bureau announced that it will invoke its authority under the Dodd-Frank Act to supervise “nonbanks whose activities the CFPB has reasonable cause to determine pose risks to…more

Consumer Financial Protection Bureau (CFPB), Dodd-Frank, Financial Services Industry, UDAAP

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“MRL”: What’s that and why does this investor need one?

MRL stands for management rights letter. U.S.-based venture capital investors will often ask for an MRL as a condition to closing a financing. Founders will often ask us, “what is an MRL?” and “why does this investor need one?”…more

Investment, Investment Funds, Investors, Venture Capital

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Court Instructs FCC to Amend Definition of ‘Critical Infrastructure’ in Equipment Authorization Order

The US government has made efforts to combat national security threats found in technology. Notably, the Federal Communications Commission (FCC) and Congress worked in tandem to create a Covered List of communications equipment…more

Critical Infrastructure Sectors, FCC, Infrastructure, National Security, Telecommunications

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Injunctions against “persons unknown” – uncertainty ahead

Injunctions against “persons unknown” have increased in popularity in recent years; however, the judgment in MBR Acres Ltd and others v McGivern [2022] EWHC 2072 has cast doubt on how useful these injunctions will be in future…more

Evidence, Injunctions, UK

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M&A Team News - January 2016

Here is a look back at the top M&A developments that affected deal-making last year and a look forward to our expectations for 2016…more

Antitrust Provisions, Arbitrage, Board of Directors, CIGNA, Complex Corporate Transactions

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White House Unveils Its Priorities for Space Activities

The White House recently released the United States Space Priorities Framework, which highlights the Biden administration’s commitment to ensuring that the US maintains its leadership role in space. The framework identifies two…more

Biden Administration, Infrastructure, National Security, Outer Space

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Meredith Defeats Securities Class Action in Eighth Circuit

Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over…more

Class Action, Securities Fraud, Securities Litigation, Stock Prices

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

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On Remand, Texas District Court Concludes Fifth Circuit Dealt ‘Iatrogenic Blow’ to Securities Plaintiff, Dismisses Case

As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the…more

Class Action, Securities Fraud, Securities Litigation, Securities Violations

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What’s New and What’s on the Horizon?

As we reported in October 2023, noncompete agreements continue to receive widespread scrutiny – a trend that has continued in the first quarter of 2024. In this update, we describe what you need to know about the latest…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Hiring & Firing, Non-Compete Agreements

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SDNY Rules Ripple’s XRP Token Was – and Was Not – a Security

On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when…more

Cryptocurrency, Digital Assets, Popular, Securities Act of 1933, Securities and Exchange Commission (SEC)

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Are Courts Reining in Causation and Remuneration in False Claims Act and Anti-Kickback Cases?

In US ex rel. Martin v. Hathaway, the US Court of Appeals for the Sixth Circuit joined the US Court of Appeals for the Eighth Circuit in requiring False Claims Act (FCA) plaintiffs to establish a direct causal relationship…more

Anti-Kickback Statute, False Claims Act (FCA), Fraud and Abuse, Health Care Providers, Healthcare Fraud

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US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

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ISS and Glass Lewis Update 2024 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis, the two most influential proxy advisory firms, recently released updates to their voting policies for the 2024 proxy season. The ISS US policy update will apply for…more

Glass Lewis, Institutional Shareholder Services (ISS), Proxy Season, Securities and Exchange Commission (SEC), Shareholder Proposals

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Alert: SEC Invites the "Crowd" Into Equity Financing

On October 30, 2015, the Securities and Exchange Commission (the "SEC") adopted final rules ("Regulation Crowdfunding") and forms implementing the crowdfunding provisions of Title III of the Jumpstart Our Business Startups Act…more

Crowdfunding, Equity Financing, JOBS Act, Securities Act of 1933, Securities and Exchange Commission (SEC)

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UK Antitrust Enforcer Outlines Growing Concerns for AI Foundation Model Markets

Following an almost yearlong review into artificial intelligence (AI) foundation models, and the publication of its initial report in October 2023, the UK Competition and Markets Authority (CMA) has published an updated report…more

Artificial Intelligence, Competition, Merger Controls, Mergers, UK

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Alert: Three Potential Landmines for Insurtechs Becoming Full-Stack Insurance Companies

As funding in the insurtech vertical continues to surge and the current crop of insurtech companies grows and matures, a common dilemma facing the successful companies is whether to move from being just an insurance producer…more

Disclosure Requirements, Insurance Industry, Investors, Venture Capital

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UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

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Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Protection, Data Security, UK

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UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

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EU Adopts Long-Awaited Mandatory ESG Reporting Standards

In January 2023, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD), which requires EU and non-EU companies with activities in the EU to file annual sustainability reports alongside their…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), EU

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SEC Adopts Long-Considered Pay-Versus-Performance Disclosure Rule

Background On August 25, 2022, the Securities and Exchange Commission (SEC) adopted pay-versus-performance rules (codified in Item 402(v) of Regulation S-K), 12 years after the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, GAAP, Regulation S-K, Securities and Exchange Commission (SEC), Smaller Reporting Companies

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SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting…more

Beneficial Owner, Filing Deadlines, Investors, Reporting Requirements, Schedule 13D

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Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

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Patenting AI: What You Should Know

With the recent explosion in popularity of generative artificial intelligence (AI), an increasing number of companies are integrating AI into their products and services. This includes companies designing new AI models, training…more

Artificial Intelligence, Computer-Related Inventions, Intellectual Property Protection, Inventions, Patent-Eligible Subject Matter

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Blog: The Supreme Court Takes up the Cause – The Judgment in the FCA COVID-19 Test Case on Business Interruption Insurance

On 15 January 2021, the Supreme Court handed down its judgment in the FCA COVID-19 test case, heard on a “leapfrog” appeal (bypassing the Court of Appeal) from the first instance decision of Lord Justice Flaux and Mr Justice…more

Business Interruption, Commercial Insurance Policies, Coronavirus/COVID-19, Financial Conduct Authority (FCA), Insurance Claims

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Alert: COVID-19 Pandemic - Governance and Disclosure Considerations for Public Companies

The COVID-19 outbreak – now officially categorized by the World Health Organization as a global pandemic – has quickly developed into a historic public health crisis. As the response to the COVID-19 pandemic evolves and…more

Board of Directors, Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Infectious Diseases

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Alert: Applicability of Force Majeure and Related Doctrines in Response to COVID-19

COVID-19 has begun to impact virtually every aspect of global commerce. Governments are imposing increasingly stringent restrictions to fight the virus, and consumers and workers have begun to cancel plans and avoid public…more

Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Performance Standards

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The Jury Has Spoken: Two Executives Convicted in Groundbreaking Consumer Product Safety Prosecution

In November 2023, a jury convicted two corporate executives of conspiracy and failure to report information about defective residential dehumidifiers as required by the Consumer Product Safety Act (CPSA). The jury verdict is…more

Consumer Product Safety Act (CPSA), Consumer Product Safety Commission (CPSC), Corporate Counsel, Criminal Prosecution, Jury Trial

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Alert: Supreme Court Holds that Trademark Board Rulings on Confusion May Bind Later Infringement Litigation

The U.S. Supreme Court has ruled that Trademark Trial and Appeal Board ("TTAB") decisions on likelihood of confusion in disputes over registration may preclude relitigation of the issue in a later suit for trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, Popular, Registration

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New EU liability rules proposed for artificial intelligence

Alongside the proposed revision of the PLD (blogged here) the Commission recently published its proposal for a new “Directive on adapting non-contractual civil liability rules to artificial intelligence (AI Liability Directive)”…more

Artificial Intelligence, EU, EU Directive, Technology Sector

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Inundated With Requests Under New Jersey’s Daniel’s Law? 

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

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DOJ Secures First Criminal Conviction, Labor Agreement Scrutiny Increases Internationally

The Department of Justice (DOJ) Antitrust Division secured its first win in a criminal enforcement of labor market antitrust violations on October 27, 2022, when nurse staffing company VDA OC pleaded guilty to violating Section…more

Antitrust Division, Antitrust Violations, Criminal Prosecution, Department of Justice (DOJ), No-Poaching

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Alert: USPTO Revised Patent Eligibility Guidelines Significantly Eases Path to Obtaining Computer-Related Patents

On January 7, 2019, the United States Patent and Trademark Office (USPTO) issued the 2019 Revised Patent Subject Matter Eligibility Guidance, a major update to the examination guidelines for evaluating whether a patent claim is…more

Abstract Ideas, Computer-Related Inventions, Patent Trial and Appeal Board, Patent-Eligible Subject Matter, Patents

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Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

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Alert: US Supreme Court Recognizes Title VII Protections to LGBTQ Employees

On June 15, 2020, the Supreme Court of the United States "at last" issued a 6-3 decision in which it "did not hesitate" to extend protection under Title VII of the Civil Rights Act of 1964 to gay and transgender workers…more

Altitude Express Inc v Zarda, Bostock v Clayton County Georgia, Civil Rights Act, EEOC v RG & GR Harris Funeral Homes, Employer Liability Issues

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Alert: Applicability of Force Majeure and Related Doctrines in Response to COVID-19

COVID-19 has begun to impact virtually every aspect of global commerce. Governments are imposing increasingly stringent restrictions to fight the virus, and consumers and workers have begun to cancel plans and avoid public…more

Contract Terms, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Performance Standards

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What is the Difference between 409A Valuations and Venture Capital Valuations?

Many are seeking ways to aid Florida’s devastated communities in the aftermath of Hurricane Ian. In our prior article, “Informed Giving During Times of Crises,” we described how the tools of the tax lawyer can assist in making…more

Fair Market Value, Section 409A, Stock Options, Valuation, Venture Capital

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EU Court of Justice Ruling on M&A ‘Gun-Jumping’ Sets 115 Million-Euro Fine

Merger review has become an ever more critical path to successful M&A completion, as enforcement agencies, including the European Commission (EC), apply closer scrutiny to potential anti-competitive effects of M&A deals. With…more

Acquisitions, Court of Justice of the European Union (CJEU), EU, European Commission, Gun-Jumping

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Blog: Employee Share Option Plans in Singapore

After you set up your new company, one of the first legal documents you will be thinking about is an incentive equity plan, sometimes referred to as an “option plan” or an “ESOP”. This is key to motivating early employees, who…more

Employee Benefits, ESOP, Incentives, Singapore, Vesting

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Alert: PPP Loan Forgiveness Application Released

As has been much discussed, loan forgiveness is a key feature of the CARES Act’s Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA), but there has been little clarity regarding the process…more

CARES Act, Coronavirus/COVID-19, Loan Forgiveness, Paycheck Protection Program (PPP), Relief Measures

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Considerations for US Companies Contracting Abroad

There are many reasons why your company might consider entering into contracts with counterparties in a country where you do not currently have a presence. Perhaps you are expanding into a new geographical market, have…more

Contract Formation, Counterparties, Export Controls, Intellectual Property Protection, Tax Liability

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War and Office of Foreign Assets Control Exclusions: Insurance Policy Language Matters

Nearly two weeks into the Russian invasion of Ukraine, numerous companies are focused on how the war might impact their business, including their insurance coverage. This advisory provides a high-level overview of two types of…more

Corporate Counsel, Foreign Assets, Insurance Industry, Office of Foreign Assets Control (OFAC), Policy Exclusions

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Bedoya Confirmation Puts Democrats Back in Control of Privacy, Antitrust Enforcement at FTC

On May 16, 2022, eight months after President Joe Biden announced his intention to nominate Alvaro Bedoya to serve as a commissioner of the Federal Trade Commission, Bedoya was sworn in. The FTC includes five commissioners –…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement Actions, Federal Trade Commission (FTC)

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IRS Publishes Guidance on Tax Rules for Software Development, Research Expenses

The Tax Cuts and Jobs Act of 2017 (TCJA) introduced significant changes to the tax treatment of specified research and experimentation (SRE) expenditures. Historically, companies were able to immediately deduct all costs…more

Internal Revenue Code (IRC), IRS, Research and Development, Tax Cuts and Jobs Act

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Alert: Delaware Supreme Court Upholds Exclusive Federal Forum Charter Provisions

On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing the…more

DE Supreme Court, Delaware General Corporation Law, Forum Selection, Securities Act of 1933, Securities Litigation

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Unanimous Supreme Court Decision Limits Scope of Direct Listing Lawsuits

The US Supreme Court unanimously ruled that a shareholder suing under Section 11 of the Securities Act of 1933 must demonstrate that their shares are traceable to the allegedly misleading registration statement – a holding that…more

Direct Listing, SCOTUS, Section 11, Securities Act of 1933, Slack

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New York State Amends Its WARN Act Regulations

At the end of June 2023, the New York Department of Labor (DOL) issued final amended regulations to the state’s Worker Adjustment and Retraining Notification (NY WARN) Act. The amendments, which are now effective, impose…more

Employer Liability Issues, Hiring & Firing, Layoff Notices, Layoffs, Notice Requirements

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PRC’s New Efforts to Facilitate Data Trading: Shanghai Data Exchange Kicks Off Trading

The new year ushered in a new way to commoditize personal data: the Shanghai Data Exchange (SDE). With the Personal Information Protection Law (PIPL) becoming effective on November 1, 2021 – as well as the Data Security Law…more

China, Cybersecurity, Data Privacy, Data Protection, Data Security

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US Legislative Developments in Children’s Privacy

“It’s time to strengthen privacy protections, ban targeted advertising to children, [and] demand tech companies stop collecting personal data on our children.” – President Joe Biden, State of the Union, March 1, 2022..…more

COPPA, Corporate Counsel, Cybersecurity, Data Collection, Data Privacy

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Law Commission Consultation –Digital Assets and Electronic Trade Documents in Private International Law: Which Court, Which Law?

The Law Commission of England and Wales has, for the last four years, been heavily focussed on addressing the legal issues that arise in the context of emerging technologies. It has now started work on a new project to examine…more

Digital Assets, Emerging Technologies, Investors, Technology Sector

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Contractual Dispute Resolution Procedure as a Condition Precedent: Clarity is Key

Contractual dispute resolution mechanisms intended to avoid or narrow formal disputes through early dialogue are popular, particularly in long-term contracts…more

Contract Disputes, Contract Terms, Dispute Resolution, UK

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UK Government Announces Repeal of 1.5% Stamp Tax Charge on Issuances, Certain Transfers of Shares to Depositary Receipt Issuers, Clearance Services

In a welcome move, the UK government issued a statement yesterday confirming its intention to repeal the 1.5% charge to UK stamp taxes on issuances of securities and any ‘exempt capital-raising transfer’ to a depositary receipt…more

Capital Raising, Stamp Taxes, UK

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Alert: Brexit and its Impact on English Jurisdiction Clauses

Clauses conferring jurisdiction on the English courts are often included in cross-border contracts, even in cases where the parties have little or no connection with England. There are many reasons for this, including the…more

EU, Jurisdiction, Member State, UK, UK Brexit

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Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Alert: N.D. Cal. Expands Scope of IPR Estoppel Post-SAS Institute, Provides Rare Guidance for IPRx Estoppel

Inter partes review (IPR) estoppel - Before the Supreme Court's decision in SAS Institute v. Iancu (2018), the Northern District of California was part of a minority of district courts that did not apply 35 U.S.C. § 315(e)(2)…more

Estoppel, Inter Partes Review (IPR) Proceeding, Patent Litigation, Patents

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SEC Adopts Comprehensive Cybersecurity Disclosure Requirements

On July 26, 2023, the Securities and Exchange Commission (SEC) voted at an open meeting to adopt final rules to mandate standardized cybersecurity disclosures by public companies. The final rules will..…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Final Rules, Form 10-K

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On Remand, Texas District Court Concludes Fifth Circuit Dealt ‘Iatrogenic Blow’ to Securities Plaintiff, Dismisses Case

As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the…more

Class Action, Securities Fraud, Securities Litigation, Securities Violations

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CFPB Issues Policy Statement on CFPA’s Prohibition on ‘Abusive’ Conduct

On April 3, 2023, the Consumer Financial Protection Bureau released a policy statement articulating a new framework for analyzing conduct that it considers “abusive” in violation of federal law. The CFPB until now has provided…more

Abusive Acts, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions

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Indemnity and Insurance: How Directors and Officers Can Enhance Their Protections

Whether they are new executive leaders or longtime members of a corporate board, directors and officers should be considering two prongs of protection – a robust insurance program and a tailored indemnification…more

D&O Insurance, Indemnification, Indemnity, Insurance Industry

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Alert: US Supreme Court Affirms “Generic.com” Trademarks Eligible for Protection

On June 30, 2020, the United States Supreme Court decided United States Patent and Trademark Office et al. v. Booking.com B. V., handing down an important decision for those who have invested in a dot-com brand. The issue in…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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UK Government Announces Repeal of 1.5% Stamp Tax Charge on Issuances, Certain Transfers of Shares to Depositary Receipt Issuers, Clearance Services

In a welcome move, the UK government issued a statement yesterday confirming its intention to repeal the 1.5% charge to UK stamp taxes on issuances of securities and any ‘exempt capital-raising transfer’ to a depositary receipt…more

Capital Raising, Stamp Taxes, UK

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Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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FCA Consults Further on the New UK Listing Regime

The Financial Conduct Authority (FCA) published a consultation paper on 20 December 2023 (CP23/31), setting out its proposals to reform the UK listing regime with reference to feedback received in previous consultations…more

Financial Conduct Authority (FCA), Financial Services Industry, Listing Rules, UK

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Alert: Supreme Court's Cuozzo Decision Signals PTO Invalidity Proceedings Here to Stay

The Supreme Court issued a decision this week that is significant for all companies that operate in patent-intensive industries. In Cuozzo Speed Technologies, LLC v. Lee, — S.Ct. — (2016), the Supreme Court considered the…more

America Invents Act, Broadest Reasonable Interpretation Standard, Cuozzo Speed Technologies v Lee, Inter Partes Review (IPR) Proceeding, SCOTUS

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Blog: Mortgagee Bank Scuttled

It is rare for insurers to succeed in refusing to pay out because the insured ship was scuttled. The burden of proof on the insurers is high and the evidence may be at the bottom of the sea. The “BRILLANTE VIRTUOSO” ((1) Suez…more

Banks, Financial Institutions, Insurance Industry, Insurance Litigation, UK

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Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

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FDA’s Latest Twist on Digital Health Oversight Brings Big Shift

Facing novel, swiftly evolving technologies in the digital health space, the US Food and Drug Administration has been trying to balance fostering innovation with providing reasonable assurance of safety and effectiveness under a…more

Digital Health, Food and Drug Administration (FDA), Medical Devices, Medical Software, Popular

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Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

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CFPB Requests Information on Payment System Plans and Practices of Large Technology Companies

The Consumer Financial Protection Bureau (CFPB) released a statement on October 21, 2021, announcing that it has ordered six of the largest US technology companies that operate payment systems to turn over information about…more

Consumer Financial Protection Bureau (CFPB), Data Collection, Data Harvesting, Financial Services Industry, Payment Systems

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Alert: IRS Issues Guidance on Amended Section 162(m) Rules

On Tuesday, the IRS issued widely-anticipated guidance regarding certain amendments that were made by the Tax Cuts and Jobs Act to Section 162(m) of the Internal Revenue Code. Under Section 162(m), compensation paid to a…more

Deduction Limitations, Executive Compensation, Internal Revenue Code (IRC), IRS, Publicly-Traded Companies

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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NSD’s Revised Enforcement Policy for Business Organizations Incentivizes Voluntary Self-Disclosures in M&A Context

Companies engaged in mergers & acquisitions activities should take note of the revised voluntary self-disclosure policy (VSD Policy) of the National Security Division (NSD) of the US Department of Justice, released on March 7,…more

Corporate Misconduct, Department of Justice (DOJ), Enforcement Actions, Self-Disclosure Requirements, Voluntary Disclosure

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DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

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US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

See all updates »

SEC Adopts Amendments to Beneficial Ownership Reporting Rules: What Investors Need To Know

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to Regulation 13D – G under the Securities Exchange Act of 1934, as amended (Exchange Act), which govern the beneficial ownership reporting…more

Beneficial Owner, Filing Deadlines, Investors, Reporting Requirements, Schedule 13D

See all updates »

Alert: Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19

The spread of COVID-19 is causing social and economic uncertainty for even the strongest companies. With the health and safety of those guiding decisions, and both short and long-term objectives in mind, we are assisting clients…more

Borrowers, Coronavirus/COVID-19, Creditors, Infectious Diseases

See all updates »

US Privacy Compliance Journey: Due Diligence and Gap Assessment

With the passage of new state privacy laws slated to take effect in 2023, organizations are increasingly focused on identifying necessary steps to comply with these new laws. One of the first key steps in the compliance journey…more

Cybersecurity, Data Privacy, Data Security, Due Diligence

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Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Back to Basic: The Supreme Court Revisits a Landmark Securities Case and Eases Its Impact on Defendants

On June 23, the Supreme Court issued its much-awaited decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317 (U.S. June 23, 2014). The Court declined Halliburton's invitation to eliminate the fraud-on-the-market…more

Basic v Levinson, Class Certification, Fraud, Fraud-on-the-Market, Halliburton

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UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

See all updates »

EU’s Artificial Intelligence Act: The Last Stretch 

On Friday, 8 December 2023, European Union lawmakers concluded a provisional agreement on the much-anticipated Artificial Intelligence Act (AI Act). The AI Act – a broad new piece of legislation governing the development,…more

Artificial Intelligence, EU, European Commission, Technology Sector

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Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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EMA Adopts Revised CTIS Transparency Rules

On 5 October 2023, the European Medicines Agency (EMA) adopted revised transparency rules for the publication of information on clinical trials submitted through the Clinical Trials Information System (CTIS). The CTIS plays a…more

Clinical Trials, EU, European Medicines Agency (EMA), Life Sciences, Pharmaceutical Industry

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UK Antitrust Enforcer Outlines Growing Concerns for AI Foundation Model Markets

Following an almost yearlong review into artificial intelligence (AI) foundation models, and the publication of its initial report in October 2023, the UK Competition and Markets Authority (CMA) has published an updated report…more

Artificial Intelligence, Competition, Merger Controls, Mergers, UK

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Blog: Cooley's 2019 Life Sciences M&A Year in Review

2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry

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CFPB Emphasizes Voluntary Nonbank Consent to Supervision in Updated Procedural Rulemaking

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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Alert: ISS Releases Results of 2021 Policy Surveys

Background - This alert summarizes the results from ISS’s 2021 policy surveys, which were released on October 1, 2021. As we explained in our previous alert, ISS collects information each year from institutional shareholders,…more

Board of Directors, Corporate Governance, Environmental Social & Governance (ESG), Greenhouse Gas Emissions, Initial Public Offering (IPO)

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DOJ Issues Further Guidance, Warnings on Ephemeral Messaging Apps

At the March 2023 American Bar Association National Institute on White Collar Crime, senior Department of Justice officials offered their most expansive guidance yet about the dangers of using ephemeral messaging for company…more

CFTC, Department of Justice (DOJ), Discovery, Foreign Corrupt Practices Act (FCPA), White Collar Crimes

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UK Government Announces Repeal of 1.5% Stamp Tax Charge on Issuances, Certain Transfers of Shares to Depositary Receipt Issuers, Clearance Services

In a welcome move, the UK government issued a statement yesterday confirming its intention to repeal the 1.5% charge to UK stamp taxes on issuances of securities and any ‘exempt capital-raising transfer’ to a depositary receipt…more

Capital Raising, Stamp Taxes, UK

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Cooley’s 2021 Tech M&A Year in Review

General trends in tech M&A Hello, (virtual) world once again! Despite everyone’s efforts in 2021, including the rollout of vaccines and varying rounds of lockdowns and work-from-home mandates, a true “return to normal” for M&A…more

Acquisitions, Cybersecurity, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Alert: DOJ Increases Efforts to Combat Cyber Breaches by Targeting Government Contractors

The US Department of Justice is increasing its arsenal to pursue cyber-related fraud by government contractors and grant recipients. The program, called the “Civil Cyber-Fraud Initiative,” was announced by Deputy Attorney…more

Cybersecurity Information Sharing Act (CISA), Data Breach, Department of Justice (DOJ), False Claims Act (FCA), Federal Contractors

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California’s Delete Act – Key Takeaways for Data Brokers

On Tuesday, October 10, 2023, California Gov. Gavin Newsom signed into law Senate Bill 362, also known as the Delete Act, which amends certain aspects of California’s existing Data Broker Registration law. By January 1, 2026,…more

California Consumer Privacy Act (CCPA), California Privacy Protection Agency (CPPA), Data Brokers, Data Privacy, Personal Information

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Update on Protecting Intellectual Property in Russia

As noted in our client alert on April 20, 2022, Cooley continues to monitor the ever-changing situation in Russia and Ukraine following Russia’s invasion of Ukraine in February 2022. Provided below is an update regarding recent…more

Copyright, Intellectual Property Protection, Office of Foreign Assets Control (OFAC), Patent Applications, Russia

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US Supreme Court to Review Department of Justice Dismissal Authority

On June 21, 2022, the Supreme Court agreed to review a US Court of Appeals for the Third Circuit decision holding that the federal government’s ability to dismiss False Claims Act (FCA) lawsuits is controlled by Federal Rule of…more

Department of Justice (DOJ), Dismissals, False Claims Act (FCA), FRCP 41, Qui Tam

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Considerations for Companies Seeking Competitor Collaborations

There are many legitimate reasons why your company may wish to collaborate with one of its competitors. You may, for example, want to enter into an agreement with your competitor to develop a new product. Collaboration between…more

Antitrust Provisions, Competition, Purchase Agreement, Research and Development

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Federal Circuit’s In re Cellect Decision Deals Blow to Patent Term Adjustment

The US Court of Appeals for the Federal Circuit’s recent decision in In re Cellect confirmed that, when considering whether a reference patent invalidates for obviousness-type double patenting (ODP) a patent having a term that…more

Intellectual Property Protection, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patent Term Extensions, Patent Trial and Appeal Board

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District Court Confirms ‘Human Authorship’ Requirement, Sets Copyright Boundary for AI-Generated Works

On August 18, 2023, Judge Beryl A. Howell of the US District Court for the District of Columbia issued a first-of-its-kind federal court decision in Thaler v. Perlmutter, et al., agreeing with the US Copyright Office that works…more

Artificial Intelligence, Authorship, Copyright, Intellectual Property Protection, The Copyright Act

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FCC Digital Discrimination Rules Will Affect Landlords, Building Owners, Contractors

Having access to reliable broadband internet service has become critical as consumers and small businesses rely on the internet for everyday tasks. To help meet that need, Congress, as part of the Infrastructure Investment and…more

Broadband, FCC, Internet, Landlords, Telecommunications

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Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

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[Webinar] AI Talks series: AI + Regulatory - January 10th, 9:30 am - 10:30 am PST

This session will cover ways to navigate the US, European Union and UK regulatory and legislative risks of AI, including strategies for engaging with policymaking bodies and analyzing the business impacts of legislation and…more

Artificial Intelligence, Bots, Continuing Legal Education, Deep Fake, Disclosure Requirements

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Inundated With Requests Under New Jersey’s Daniel’s Law? 

A flood of class action lawsuits have been filed against companies alleging violations of New Jersey’s Daniel’s Law. The statute – enacted after the son of a New Jersey federal judge was fatally shot by a disgruntled lawyer – is…more

Covered Person, Cybersecurity, Damages, Data Privacy, Data Protection

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IRS Announces Voluntary Disclosure Program for Erroneously Received Employee Retention Credits

On December 21, 2023, the IRS announced (IR-2023-247) a voluntary disclosure program for employers to return payments received in respect of erroneously submitted ERC claims. The IRS also provided a list of frequently asked…more

Eligibility, Employee Retention, IRS, Tax Credits, Voluntary Disclosure

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CFPB Highlights Financial, Privacy Risks of Consumer Transactions on Gaming Platforms

On April 4, 2024, the Consumer Financial Protection Bureau (CFPB) issued a report examining the growth and privacy risks of financial transactions in online video games and virtual worlds, noting that Americans spent…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Gaming

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Locking the Box in Private M&A Transactions – Myths and Facts

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US,…more

Acquisitions, Locked-Box Deals, Mergers, Purchase Price, Purchase Price Adjustment

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Borrower Defense to Repayment 4.0

The US Department of Education published final regulations regarding the borrower defense to repayment rule in October 2022. In late October 2022, the US Department of Education (ED) published final regulations regarding…more

Borrower Defense Rule, Department of Education, Educational Institutions, Student Loans, Students

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GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Fund Managers, General Partner, Limited Partnerships, Venture Capital

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Considering Texting About Work? Beware.

As the rise in remote work has led to an increased reliance on mobile devices to stay connected – with cellphones at our fingertips virtually 24/7 – the use of third-party messaging applications to communicate about work has…more

Cooperative Compliance Regime, Department of Justice (DOJ), Electronic Communications, Securities and Exchange Commission (SEC), Text Messages

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GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Fund Managers, General Partner, Limited Partnerships, Venture Capital

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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ISS Opens Survey for 2023 Policy Changes; Glass Lewis Seeks Informal Feedback

ISS Policy Survey - Toward the end of each year, Institutional Shareholder Services updates its proxy vote recommendation policies for meetings held on or after February 1 of the following year. As part of that process, ISS…more

Corporate Governance, Glass Lewis, Institutional Shareholder Services (ISS), Shareholder Proposals, Shareholders

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Navigating the Downturn: Biotech Financing Trends

Key takeaways - In 2022, markets have exhibited volatility and general weakness across the board, in part due to inflation and corresponding interest rate hikes. As a result, equity capital markets have had their slowest…more

Biotechnology, Capital Markets, Consumer Price Index, Financing, Initial Public Offering (IPO)

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Following Recent Policy Statement, FTC ‘Disputes’ 100+ Patent Listings in FDA Orange Book

The US Federal Trade Commission (FTC) sent letters on November 7, 2023, accusing 10 companies of improperly listing drug delivery device patents in the US Food and Drug Administration (FDA) Orange Book, stating that the FTC has…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Life Sciences, Orange Book

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Key Principles From EEOCs Latest Guidance on Employers Use of AI Tools

Recently, the US Equal Employment Opportunity Commission (EEOC) made clear that it intends to make discrimination caused by artificial intelligence (AI) tools an enforcement priority over the next four years. This enforcement…more

Algorithms, Artificial Intelligence, Employer Liability Issues, Employment Discrimination, Equal Employment Opportunity Commission (EEOC)

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

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Keeping Up With M&A Case Law – Spotlight on Recent Delaware Decisions

The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware courts…more

Acquisitions, Board of Directors, Breach of Duty, Corporate Counsel, Fiduciary Duty

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Intellectual Property Enterprise Court: Doffing the Cap to Recoverable Costs

The rules governing costs in the UK’s Intellectual Property Enterprise Court (IPEC) have been updated for the first time since the birth of IPEC in 2013. In this blog post we look at what has changed, and what the changes…more

Intellectual Property Protection, IPEC, UK

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Who Is a “Founder”?

Bestowing the title of “Founder” does not itself give the Founder any special legal rights because the title “Founder” has no independent legal meaning. Whatever rights a Founder may have are defined by the agreements entered…more

Entrepreneurs

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Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

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PRC’s New Efforts to Facilitate Data Trading: Shanghai Data Exchange Kicks Off Trading

The new year ushered in a new way to commoditize personal data: the Shanghai Data Exchange (SDE). With the Personal Information Protection Law (PIPL) becoming effective on November 1, 2021 – as well as the Data Security Law…more

China, Cybersecurity, Data Privacy, Data Protection, Data Security

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Alert: SEC Proposes to Modernize MD&A and Other Financial Disclosures

The SEC has issued a new proposal, part of the Disclosure Effectiveness Initiative, to simplify and modernize Management's Discussion and Analysis of Financial Condition and Results of Operations and the other financial…more

Disclosure Requirements, Financial Statements, MD&A Statements, Regulation S-K, Securities and Exchange Commission (SEC)

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Online Safety Act Update: Ofcom Proposes Categorisation Thresholds

On 25 March 2024, the UK Office of Communications (Ofcom) published its research and advice to the Secretary of State (SoS) on the threshold conditions that it considers appropriate to determine whether a service falls into…more

Cybersecurity, Data Privacy, Data Protection, OFCOM, Online Platforms

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Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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Eleventh Circuit Reiterates Loss Causation not a Given at Pleading Stage

Securities class action plaintiffs and defendants often disagree about the degree of difficulty to plead loss causation at the motion to dismiss phase. The US Court of Appeals for the Eleventh Circuit recently shed some light on…more

Investors, Loss Causation, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Alert: When Will Video Game Software Need to Meet FCC Accessibility Requirements?

Since 2010, equipment and technology that allow consumers to communicate with each other using "advanced communications services" (ACS) has been required to provide access for consumers with disabilities. For video games, this…more

Accessibility Rules, FCC, Software Developers, Video Games, Waivers

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US Supreme Court to Hear Direct Listing Appeal

On December 13, 2022, the US Supreme Court granted Slack’s petition for a writ of certiorari, which urged the Court to review the Ninth Circuit’s ruling that shareholders in a direct listing have standing to sue under Sections…more

Direct Listing, SCOTUS, Section 11, Securities Act of 1933, Slack

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Blog: Q4 2019 Quarterly VC Update: Nisa Leung on the State of Venture Capital Investing

In conjunction with our Q4 Venture Financing Report, I sat down with Nisa Leung from Qiming Venture Partners to get her take on the state of venture capital investing. It is worth acknowledging that at the time of drafting the…more

China, Initial Public Offering (IPO), Investment, Investors, Venture Capital

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Court of Appeal Sets Out Correct Approach to Material Adverse Change in Respect of Prospects Warranties

In an update to our May 2023 blog on the case, the Court of Appeal has held in Decision Inc Holdings Proprietary Ltd & Another v. Stephen Garbett & Another that the High Court erred both in its interpretation of and approach to…more

Appeals, Breach of Duty, Material Adverse Change Clauses (MACs), Share Purchase Agreements, Warranties

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US Supreme Court: Pure Omissions Not Actionable Under Rule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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6 Tips for Agreements with Contract Manufacturers in China

After months of research and vetting, you’ve finally settled on a good contract manufacturer (CM) in China that offers the best quality and price combo and has a solid track record and now it’s time to cement the relationship…more

China, Contract Drafting, Manufacturers

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SEC Proposes Amendments to Shareholder Proposal Rule

On July 13, 2022, the Securities and Exchange Commission held a lively meeting at which it voted to propose amendments to Rule 14a-8 under the Securities Exchange Act of 1934, the rule governing shareholder proposals to be…more

Proposed Amendments, Proposed Rules, Rule 14a-8, Securities and Exchange Commission (SEC), Securities Exchange Act

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Alert: Help for Government Contractors Dealing with COVID-19 – CARES Act Section 3610 Ensuring Ready State

While much of the focus of the recently enacted CARES Act has been on providing loans and grants to help small businesses meet payroll and avoid layoffs, Section 3610 of the CARES Act provides critical support specifically to…more

CARES Act, Coronavirus/COVID-19, Federal Contractors, Paid Leave, Sick Leave

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Evolving US, UK and EU Sanctions and Export Controls Target Russia for Ukraine Invasion

In response to Russia’s invasion of Ukraine in February 2022, the United States, with support from its allies including the United Kingdom and the European Union, has imposed a complex mix of financial sanctions and export…more

Economic Sanctions, Export Controls, Financial Institutions, Foreign Policy, Foreign Relations

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California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

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Alert: San Jose + San Francisco Enact Temporary Emergency Paid Sick Leave Requirements for Employers Not Covered by FFCRA

As mentioned in previous Cooley alerts, the federal Families First Coronavirus Response Act (FFCRA) requires private employers with fewer than 500 employees to provide emergency paid sick leave to eligible employees. San Jose…more

Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), Local Ordinance, Paid Leave, Paid Time Off (PTO)

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Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

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UK Financial Conduct Authority Urges Social Media Platforms, Search Engines and Apps to Check Warnings of Non-Authorised Cryptoasset Businesses

Regardless of whether you are in the UK, or the type of technology you use, companies marketing ‘qualifying cryptoassets’ to customers in the UK will need to comply with the Financial Conduct Authority’s financial promotions…more

Cryptoassets, Financial Conduct Authority (FCA), Financial Services Industry, UK

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Securities Class Action Settlement Trends: Number of Settlements Down, But Dollar Amounts Up, According to Cornerstone Research

Cornerstone Research, a top consulting and expert testimony firm, recently issued its annual report analyzing securities class action settlements. Cornerstone reported that, in 2023, the number of settlements in securities class…more

Class Action, Derivative Suit, Securities and Exchange Commission (SEC), Securities Litigation, Settlement

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Transitional Tax Reporting Guidance for Business Transactions Involving Digital Assets

In Announcement 2024-4, the IRS and the US Department of the Treasury stated that, until regulations are issued, taxpayers will not be required to treat digital assets received in the course of their trade or business as cash…more

Digital Assets, Infrastructure Investment and Jobs Act (IIJA), Internal Revenue Code (IRC), IRS, Reporting Requirements

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Transitional Tax Reporting Guidance for Business Transactions Involving Digital Assets

In Announcement 2024-4, the IRS and the US Department of the Treasury stated that, until regulations are issued, taxpayers will not be required to treat digital assets received in the course of their trade or business as cash…more

Digital Assets, Infrastructure Investment and Jobs Act (IIJA), Internal Revenue Code (IRC), IRS, Reporting Requirements

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Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

See all updates »

New Product Liability Laws Coming to EU – Update for Life Sciences Companies

The EU is currently overhauling its product liability laws. Prompted by the perceived risks of new technologies and a desire to make it easier for claimants to bring claims for medical device and pharmaceutical claims, the…more

EU, Life Sciences, Medical Devices, New Rules, Pharmaceutical Industry

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IRS Announces Moratorium on Processing New Claims for Employee Retention Credit

On September 14, 2023, the IRS announced an immediate moratorium on processing new claims for the Employee Retention Credit (ERC). According to the IRS announcement (IR-2023-169), the moratorium will last through at least the…more

Coronavirus/COVID-19, Employee Retention, Internal Revenue Code (IRC), IRS, Tax Credits

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Law Commission Consultation –Digital Assets and Electronic Trade Documents in Private International Law: Which Court, Which Law?

The Law Commission of England and Wales has, for the last four years, been heavily focussed on addressing the legal issues that arise in the context of emerging technologies. It has now started work on a new project to examine…more

Digital Assets, Emerging Technologies, Investors, Technology Sector

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick…more

Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Act of 1933, Venture Capital

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US Legislative Developments in Children’s Privacy

“It’s time to strengthen privacy protections, ban targeted advertising to children, [and] demand tech companies stop collecting personal data on our children.” – President Joe Biden, State of the Union, March 1, 2022..…more

COPPA, Corporate Counsel, Cybersecurity, Data Collection, Data Privacy

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USPTO Offers Guidance on Inventorship for AI-Human Collaborations

As global interest in artificial intelligence reaches a fever pitch, the US Patent and Trademark Office (USPTO) has entered the conversation. On February 13, 2024, the USPTO published Inventorship Guidance for AI-Assisted…more

Artificial Intelligence, Computer-Related Inventions, Intellectual Property Protection, Inventions, Inventors

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Online Service Providers: Obligations Under The UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Privacy, Data Protection, Data Security, UK

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FCC Requires ‘All-In’ Pricing for Video Service Bills and Marketing

The Federal Communications Commission (FCC) has adopted new rules requiring “all-in” pricing for cable and satellite television services. Under the rules, all consumer bills and all promotional materials for video services that…more

Broadband, FCC, Marketing, Television Broadcast Stations, Television Service Providers

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CFPB Issues Policy Statement on CFPA’s Prohibition on ‘Abusive’ Conduct

On April 3, 2023, the Consumer Financial Protection Bureau released a policy statement articulating a new framework for analyzing conduct that it considers “abusive” in violation of federal law. The CFPB until now has provided…more

Abusive Acts, Consumer Financial Products, Consumer Financial Protection Act (CFPA), Consumer Financial Protection Bureau (CFPB), Enforcement Actions

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Phone War: ‘Charges Unlawfully Avoided’ Claim Held To Be Excluded Loss of Profits Claim

In EE Limited v. Virgin Mobile Telecoms Limited,[1] the High Court found that the claimant’s claim for ‘charges unlawfully avoided’ under a telecommunications supply agreement was in fact a claim for loss of profits, which were…more

Breach of Contract, Contract Interpretation, Popular, Supply Agreements, Virgin Mobile

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Alert: Options for US Small Businesses in Distress in Age of COVID-19

In the wake of the COVID-19 pandemic, more and more businesses are finding themselves in distress. According to Forbes, 30 million small businesses across the United States are experiencing financial distress, with half of those…more

Bankruptcy Code, CARES Act, Chapter 11, Chapter 7, Commercial Bankruptcy

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2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

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Blog: DOJ Announces First Civil Settlement for PPP Fraud

After bringing dozens of criminal charges against Paycheck Protection Program loan recipients in recent months, on January 12, the US Department of Justice announced its first civil settlement resolving allegations of PPP loan…more

Borrowers, Coronavirus/COVID-19, Department of Justice (DOJ), False Claims Act (FCA), Fraud

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Blog: How to Allocate Stock to Founders and Other Early Team Members

One question I get asked all the time by a team founding a startup is how to allocate stock among the two or three initial founders. Often the question is expanded to cover other “founders” who are not prepared to join the team…more

Equity Compensation, Startups, Stocks

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Lo Que Deban Saber Los Founders De LatAm Sobre Los Flips

Cuando fundadores y emprendedores en América Latina comienzan a preparar su empresa con sede en Latam para recibir una inversión de fondos venture de Estados Unidos, una de las primeras tareas a considerar es reestructurar la…more

Investment, Investment Funds, Investors, Venture Capital

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FCA Consults Further on the New UK Listing Regime

The Financial Conduct Authority (FCA) published a consultation paper on 20 December 2023 (CP23/31), setting out its proposals to reform the UK listing regime with reference to feedback received in previous consultations…more

Financial Conduct Authority (FCA), Financial Services Industry, Listing Rules, UK

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DOJ’s Top Antitrust Official Turns Spotlight on Broadened Scope of Bank Merger Enforcement

In the wake of major bank failures in the US, the Department of Justice (DOJ) has signaled that it plans to step up antitrust enforcement of bank mergers. In June 2023, the DOJ’s Assistant Attorney General for Antitrust Jonathan…more

Antitrust Provisions, Banks, Department of Justice (DOJ), Mergers

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Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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SEC Enforcement Director Discusses Priorities, Off-Channel Communications, Crypto and ESG

In his remarks at the 2023 Berkeley Fall Forum on Corporate Governance, GurbirGrewal, director of the Securities and Exchange Commission’s Division of Enforcement, discussed the SEC’s current enforcement priorities – including…more

Cryptocurrency, Digital Assets, Environmental Social & Governance (ESG), Investment Adviser, Securities and Exchange Commission (SEC)

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CFPB Highlights Financial, Privacy Risks of Consumer Transactions on Gaming Platforms

On April 4, 2024, the Consumer Financial Protection Bureau (CFPB) issued a report examining the growth and privacy risks of financial transactions in online video games and virtual worlds, noting that Americans spent…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Gaming

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Alert: PTAB Rules That Patents Owned by State Entities Cannot Be Challenged Without Consent

Last week, the Patent Trial and Appeal Board (PTAB) dismissed petitions for inter partes review (IPR) of a patent assigned to the University of Florida Research Foundation (UFRF) based on sovereign immunity, Covidien LP v. UFRF…more

Administrative Proceedings, Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Trial and Appeal Board, Patents

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UK Government Sets Out Approach to AI Regulation

On Tuesday, 6 February 2024, the UK government released its consultation response to its March 2023 white paper titled ‘A pro-innovation approach to AI regulation’. The response provides further details on the UK government’s…more

Artificial Intelligence, Competition, Cooperation, Corporate Counsel, Technology Sector

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Alert: Four Fast Ways to Form a Charity to Address COVID-Related Matters

In the face of the COVID-19 outbreak, groups ranging from small neighborhood projects to large national initiatives are mobilizing quickly to help. Many of those groups have questions about whether they can achieve their goals…more

501(c)(3), Charitable Organizations, Coronavirus/COVID-19, IRS

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

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Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

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FTC Commissioners Ponder Future of Section 13(b) and Alternative Enforcement Mechanisms

Nearly a year after the Supreme Court stripped the FTC of its ability to obtain equitable monetary relief under Section 13(b) of the Federal Trade Commission Act (FTCA) in AMG Capital Management LLC v. FTC, the Commission…more

AMG Capital Management LLC v FTC, Enforcement Authority, Equitable Relief, Federal Trade Commission (FTC), FTC Act

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Meredith Defeats Securities Class Action in Eighth Circuit

Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over…more

Class Action, Securities Fraud, Securities Litigation, Stock Prices

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Alert: Using a Professional Employer Organization? Check for Employment Practices Liability Insurance

Professional employer organizations provide human resources solutions for small and mid-size businesses. In the US, PEOs serve more than 175,000 small and mid-sized businesses, which represents 15% of all US employers with 10 to…more

Employee Benefits, Employer Liability Issues, Liability Insurance, Professional Employer Organization

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Another Win for the SEC: Securities and Exchange Commission v. LBRY

In Securities and Exchange Commission v. LBRY, Inc., a federal court in New Hampshire found that under the Howey test, digital tokens sold by LBRY were securities, and that LBRY’s offer and sale of those unregistered securities…more

Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Token Sales, Unregistered Securities

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

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Alert: President Biden’s Executive Order on Competition: Three Important Takeaways for Tech and Life Sciences Companies

On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the…more

Biden Administration, Competition, Executive Orders, Federal Trade Commission (FTC), Life Sciences

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California Supreme Court Boosts Policyholders Seeking Coverage for Privacy Class Actions

In a recent opinion, the California Supreme Court ruled in favor of California-based tech giant Yahoo in a multiyear legal battle with the National Union Fire Insurance Company of Pittsburgh, Pennsylvania. The insurer had…more

Class Action, Commercial General Liability Policies, Corporate Counsel, Cybersecurity, Data Privacy

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CFPB Issues Final Rule to Reduce Credit Card Late Fees to $8 for Large Credit Card Issuers

On March 5, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule amending provisions in Regulation Z that govern credit card late fee charges. The final rule follows the March 2023 release of the proposed…more

CARD Act, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Cards, Debit and Credit Card Transactions

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Alert: Multiple Layers of Oversight in the CARES Act: The Appetite for Accountability Will Long Outlast the Current Crisis

The estimated $2+ trillion stimulus bill – the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) – is meant to address the economic crisis caused by the coronavirus pandemic. The act will pump hundreds of…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Relief Measures

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

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European Patent Office Makes Major Changes in Priority Entitlement

The Enlarged Board of Appeal of the European Patent Office (EPO) has issued a new dual decision – G1/22 and G2/22 – dealing with the assessment of priority rights at the EPO. The decision represents a significant break from the…more

Corporate Counsel, EU, European Patent Convention, European Patent Office, Intellectual Property Protection

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A New DPA Sheriff in Town?

On 5 December 2023, the Crown Prosecution Service (CPS) entered into a deferred prosecution agreement (DPA) with Entain, a global online sports betting and gaming business (owner of Ladbrokes and Coral bookmakers) headquartered…more

Corporate Crimes, Criminal Investigations, HMRC, Serious Fraud Office (SFO), UK

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Alert: SBA Defines ‘Gross Receipts’ for Second Draw PPP Loans

On January 6, 2021, the Small Business Administration (SBA) issued two interim final rules related to Paycheck Protection Program (PPP) loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. In…more

Borrowers, Gross Receipts, Paycheck Protection Program (PPP), Popular, SBA

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Alert: SBA Defines ‘Gross Receipts’ for Second Draw PPP Loans

On January 6, 2021, the Small Business Administration (SBA) issued two interim final rules related to Paycheck Protection Program (PPP) loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. In…more

Borrowers, Gross Receipts, Paycheck Protection Program (PPP), Popular, SBA

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International Bar Association Publishes 2024 Guidelines on Conflicts of Interest in International Arbitration

In February 2024, the International Bar Association (IBA) published the 2024 edition of its Guidelines on Conflicts of Interest in International Arbitration…more

Arbitration, Arbitration Awards, Arbitrators, International Arbitration, International Bar Association (IBA)

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FDA (Finally) Harmonizes Medical Device Manufacturing Requirements With ISO

On February 2, 2024, the US Food and Drug Administration (FDA) published a much-awaited final rule: the Quality Management System Regulation (QMSR). By issuing this rule, FDA amended the medical device current good manufacturing…more

Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

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CISA Opens Notice and Comment Process on CIRCIA Draft Regulations

On March 27, 2024, the Cybersecurity and Infrastructure Security Agency (CISA) within the Department of Homeland Security published a long-awaited notice of proposed rulemaking (NPRM) pursuant to the Cyber Incident Reporting for…more

Critical Infrastructure Sectors, Cyber Incident Reporting, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Cybersecurity Information Sharing Act (CISA)

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SEC Adopts Long-Awaited Final Clawback Rule

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted a new rule governing the recovery (i.e., clawback) of erroneously awarded incentive compensation. The new rule implements Section 954 of the Dodd-Frank…more

Clawbacks, Dodd-Frank, Executive Compensation, Final Rules, Incentive Compensation

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Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

See all updates »

Considerations in Cross-Border Intellectual Property License and Transfer Agreements

In today’s global economy, emerging companies often enter into agreements with vendors, suppliers, partners, distributors, and other individuals or entities in different countries that require licenses or transfers of…more

Cross-Border, Cross-Border Transactions, Dispute Resolution, Intellectual Property Protection

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Fatal Flaws in SEC’s Amended Complaint Against SolarWinds

In March 2024, a coalition of more than 50 cybersecurity leaders and organizations called for dismissal of an amended complaint by the Securities and Exchange Commission (SEC) against SolarWinds and its chief information…more

Chief Information Security Officer (CISO), Corporate Counsel, Cyber Attacks, Cybersecurity, Securities and Exchange Commission (SEC)

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FDA (Finally) Harmonizes Medical Device Manufacturing Requirements With ISO

On February 2, 2024, the US Food and Drug Administration (FDA) published a much-awaited final rule: the Quality Management System Regulation (QMSR). By issuing this rule, FDA amended the medical device current good manufacturing…more

Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

The rise of founder-led, venture capital-backed companies in recent years has coincided with a surge of companies implementing dual-class share structures in connection with their initial public offerings. A dual-class structure…more

Acquisitions, Mergers, Publicly-Traded Companies, Venture Capital

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Gainful Employment Redux – Not Just for For-Profits Anymore

With a potential government shutdown bringing into question the ability to meet the master calendar requirement, the Department of Education (ED) released the final and official Gainful Employment (GE) rule on October 10, 2023…more

Department of Education, Educational Institutions, Gainful Employment, Higher Education Act, Students

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Cooley’s 2022 Tech M&A Year in Review

Tech M&A in 2022 was a tale of two halves. The year started off with a bang, with mega-deals such as Microsoft’s pending $69 billion acquisition of Activision Blizzard, Elon Musk’s $44 billion acquisition of Twitter and…more

Acquisitions, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Blog: Cooley's 2019 Life Sciences M&A Year in Review

2019 was a banner year for billion-dollar life sciences M&A transactions. A wave of big-ticket transactions by global pharmaceutical companies drove life sciences M&A activity to its fourth-largest year on record in 2019, with…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

See all updates »

UK Antitrust Enforcer Outlines Growing Concerns for AI Foundation Model Markets

Following an almost yearlong review into artificial intelligence (AI) foundation models, and the publication of its initial report in October 2023, the UK Competition and Markets Authority (CMA) has published an updated report…more

Artificial Intelligence, Competition, Merger Controls, Mergers, UK

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Alert: US Trademark and Copyright Reforms Accompany COVID-19 Relief

The Consolidated Appropriations Act, 2021 passed by Congress on December 21, 2020, and signed into law by President Donald Trump on December 27, includes sweeping changes to US trademark and copyright law. Part of the law, the…more

Copyright, Coronavirus/COVID-19, DMCA, Relief Measures, Trademarks

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Export Control Reminder: Encryption Reporting Deadline Is February 1, 2023

The deadline for submitting reports regarding certain exports of encryption items under the US Export Administration Regulations (EAR) is February 1, 2023. Two types of reports are subject to the deadline..…more

ECCNs, Encryption, Export Administration Regulations (EAR), Export Controls, Exports

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Delaware Finds Stockholder Claims Against SPAC Fiduciaries Subject to Entire Fairness Review

As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in…more

Entire Fairness Standard, Initial Public Offering (IPO), Mergers, Special Purpose Acquisition Companies (SPACs)

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IRS Clarifies Guidance on Treatment of Research, Experimentation Expenditures

The IRS recently released Notice 2024-12, which provides some clarifications and modifications to prior IRS guidance relating to the tax treatment of specified research and experimentation (SRE) expenditures pursuant to Internal…more

Internal Revenue Code (IRC), IRS, Tax Liability, Tax Planning

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Navigating Compensation Issues in M&A Deals in a Volatile Market

Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and…more

Acquisitions, Compensation & Benefits, Disclosure Requirements, Mergers, Shareholders

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Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

See all updates »

Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

See all updates »

[Virtual Event] Market Talks IPO Readiness: Preparing for the Market Return - February 22nd, 11:00 am - 12:00 pm PT

Against the backdrop of an ever-changing capital markets landscape, Cooley’s Market Talks virtual series cuts through the noise and drills down on what you need to know about the current market. Please join us for the second…more

Capital Markets, Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Webinars

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Locking the Box in Private M&A Transactions – Myths and Facts

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US,…more

Acquisitions, Locked-Box Deals, Mergers, Purchase Price, Purchase Price Adjustment

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Proceed With Caution: Federal Courts of Appeal Uphold Criminal Convictions for Misbranding Violations Under FDCA

Voluntary compliance may be the backbone of the Federal Food, Drug, and Cosmetic Act (FDCA), but when the US government believes that a company is unwilling or unable to achieve compliance, it will seek to enforce the FDCA both…more

Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Life Sciences, Manufacturers, Medical Devices

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USPTO Offers Guidance on Inventorship for AI-Human Collaborations

As global interest in artificial intelligence reaches a fever pitch, the US Patent and Trademark Office (USPTO) has entered the conversation. On February 13, 2024, the USPTO published Inventorship Guidance for AI-Assisted…more

Artificial Intelligence, Computer-Related Inventions, Intellectual Property Protection, Inventions, Inventors

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Alert: Supreme Court Holds that Trademark Board Rulings on Confusion May Bind Later Infringement Litigation

The U.S. Supreme Court has ruled that Trademark Trial and Appeal Board ("TTAB") decisions on likelihood of confusion in disputes over registration may preclude relitigation of the issue in a later suit for trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, Popular, Registration

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[Virtual Event] Market Talks IPO Readiness: Preparing for the Market Return - February 22nd, 11:00 am - 12:00 pm PT

Against the backdrop of an ever-changing capital markets landscape, Cooley’s Market Talks virtual series cuts through the noise and drills down on what you need to know about the current market. Please join us for the second…more

Capital Markets, Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Webinars

See all updates »

Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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Blog: What US GCs Should Know About Drafting International Arbitration Clauses

Preliminary Considerations - Consider likely nature of the dispute. Thinking about what may go wrong with a contract, can be as important as the planning to make it go right. Key issues such as where an arbitration should…more

Arbitration, Arbitration Agreements, Boilerplate Language, International Arbitration, Young Lawyers

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers - January 2024

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Electronic Filing, Employee Benefits, Employee Stock Purchase Plans, Form 3921, Form 3922

See all updates »

FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

See all updates »

2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

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Alert: The Expansion of Discovery in Aid of International Arbitrations Under Section 1782: Recent Decisions Deepen Circuit Split

In recent months, the US Courts of Appeal for the Second, Fourth and Sixth Circuits have issued a number of important and, at times, conflicting decisions related to the scope of discovery in aid of international arbitration…more

28 U.S.C. § 1782, Arbitration, Discovery, Foreign Tribunals, International Arbitration

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Delaware Chancery Court Allows TripAdvisor to Move to Nevada, But Lets Stockholders Pursue Their Claims for Damages

Delaware corporations contemplating conversion to another state should take note of a recent Delaware Court of Chancery decision in which Vice Chancellor J. Travis Laster declined to enjoin a corporate move to Nevada, but…more

Board of Directors, Business Entities, Corporate Governance, Shareholders, TripAdvisor

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Blog: Q1 2019 Quarterly VC Update: Deal Volumes and Valuations Decrease Slightly in the New Year

In conjunction with our Q1 Venture Financing Report, I sat down with Zack Schildhorn from Lux Capital to get his take on the state of venture capital investing…more

Angel Investors, Entrepreneurs, Investment, Investors, Startups

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Alert: Supreme Court Rejects Good-Faith Belief in Invalidity as a Defense to Induced Patent Infringement

In Commil USA LLC v. Cisco Systems, Inc. (No. 13-896), the Supreme Court held that an accused inducer's belief that an asserted patent is invalid is not a defense to induced patent infringement. The decision reverses a Federal…more

Cisco, Cisco v CommilUSA, Good Faith, Honest Belief Defense, Induced Infringement

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Blog: Quarterly VC Update: Brad Feld on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Brad Feld, co-founder of the Foundry Group, to get his take on the current state of venture capital investing. A few highlights from Brad:…more

Early Stage Companies, Investors, Popular, Startups, Venture Capital

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CFPB Highlights Financial, Privacy Risks of Consumer Transactions on Gaming Platforms

On April 4, 2024, the Consumer Financial Protection Bureau (CFPB) issued a report examining the growth and privacy risks of financial transactions in online video games and virtual worlds, noting that Americans spent…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Gaming

See all updates »

CFPB’s Spring Supervisory Highlights Report Reinforces Focus on Consumer Reporting, Furnisher Activities

On April 8, 2024, the Consumer Financial Protection Bureau (CFPB) published the 32nd edition of its Supervisory Highlights report. As discussed in more detail below, the report highlights consumer reporting issues identified in…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Credit Reports, Fair Credit Reporting Act (FCRA)

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UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

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IRS Publishes Guidance on Tax Rules for Software Development, Research Expenses

The Tax Cuts and Jobs Act of 2017 (TCJA) introduced significant changes to the tax treatment of specified research and experimentation (SRE) expenditures. Historically, companies were able to immediately deduct all costs…more

Internal Revenue Code (IRC), IRS, Research and Development, Tax Cuts and Jobs Act

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Change primary business focus? NYSE proposes to allow immediate delisting

The NYSE has filed a proposed rule change with the SEC that would allow the NYSE to commence immediate suspension and delisting procedures for a listed company if that company has “changed its primary business focus to a new…more

Listing Standards, NYSE, Proposed Rules

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CFPB Issues Background Screening, File Disclosure Advisory Opinions

On January 11, 2024, the Consumer Financial Protection Bureau (CFPB) issued two advisory opinions addressing consumer reporting agencies' (CRAs) obligations, under the Fair Credit Reporting Act (FCRA), related to information…more

Consumer Financial Protection Bureau (CFPB), Consumer Reporting Agencies, Consumer Reports, Credit Reports, Fair Credit Reporting Act (FCRA)

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Court Proceedings Stayed in Favour of Arbitration to Which Respondents Were Not Party

In NTT Limited & Others v. Goodall, the Commercial Court of England and Wales stayed litigation proceedings in favour of arbitration proceedings that would involve only three of the seven claimants. The case is a good example of…more

Arbitration, Arbitration Agreements, Tribunals, UK

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Alert: FCC Adopts Rules for Round 2 of COVID-19 Telehealth Program Funding

The FCC has adopted rules to implement Round 2 of the COVID-19 Telehealth Program, making available almost $250 million in new funding for pandemic-related telehealth initiatives by nonprofit healthcare providers…more

Coronavirus/COVID-19, FCC, Health Care Providers, Telecommunications, Telehealth

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California Passes Updated Automatic Renewal Law

On October 4, 2021, California Gov. Gavin Newsom signed into law Assembly Bill 390, which adds new renewal reminder notice requirements and cancellation requirements to California’s already-demanding Automatic Renewal Law (ARL)…more

Automatic Renewals, California, Consumer Contracts, State and Local Government, Subscription Services

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California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

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Copyright Ownership of Generative AI Outputs Varies Around the World

Generative artificial intelligence tools produce a vast range of new content, including code, text, audio, images and video. For the business user, the speed of output in response to a user prompt can deliver game-changing…more

Artificial Intelligence, Copyright, Copyright Ownership, Copyright Registration, Intellectual Property Protection

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Alert: Options for US Small Businesses in Distress in Age of COVID-19

In the wake of the COVID-19 pandemic, more and more businesses are finding themselves in distress. According to Forbes, 30 million small businesses across the United States are experiencing financial distress, with half of those…more

Bankruptcy Code, CARES Act, Chapter 11, Chapter 7, Commercial Bankruptcy

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

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Proposed Rule Signals CFIUS’ Commitment to Jurisdictional Carve Out for Transactions Involving Trustworthy Investors

On behalf of the Committee on Foreign Investment in the United States (CFIUS), the US Department of the Treasury published a proposed rule on November 15, 2021, relating to excepted foreign state (EFS) and excepted real estate…more

CFIUS, FIRRMA, Foreign Direct Investment, Foreign Investment, National Security

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EU Court of Justice Ruling on M&A ‘Gun-Jumping’ Sets 115 Million-Euro Fine

Merger review has become an ever more critical path to successful M&A completion, as enforcement agencies, including the European Commission (EC), apply closer scrutiny to potential anti-competitive effects of M&A deals. With…more

Acquisitions, Court of Justice of the European Union (CJEU), EU, European Commission, Gun-Jumping

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Considering Texting About Work? Beware.

As the rise in remote work has led to an increased reliance on mobile devices to stay connected – with cellphones at our fingertips virtually 24/7 – the use of third-party messaging applications to communicate about work has…more

Cooperative Compliance Regime, Department of Justice (DOJ), Electronic Communications, Securities and Exchange Commission (SEC), Text Messages

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US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

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Alert - GSK v. Teva: Federal Circuit Opinion After Rehearing Confirms Induced Infringement Liability Despite Skinny Label

In October 2020, as reported in a previous Cooley alert, the US Court of Appeals for the Federal Circuit reinstated a jury’s verdict that Teva infringed GSK’s patented method of using its Coreg drug product, even though Teva’s…more

Food and Drug Administration (FDA), Induced Infringement, Intellectual Property Protection, Labeling, Patent Infringement

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Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

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IRS Clarifies Guidance on Treatment of Research, Experimentation Expenditures

The IRS recently released Notice 2024-12, which provides some clarifications and modifications to prior IRS guidance relating to the tax treatment of specified research and experimentation (SRE) expenditures pursuant to Internal…more

Internal Revenue Code (IRC), IRS, Tax Liability, Tax Planning

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UPOV Releases Explanatory Notes Further Defining Protection for Essentially Derived Varieties

On October 27, 2023, the International Union for the Protection of New Varieties of Plants (UPOV) released its third set of explanatory notes on essentially derived variety (EDV) protection. In this alert, we provide a brief…more

Intellectual Property Protection, Patent Applications, Patents, Plant Patents, USPTO

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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Limited Partners May Be Subject to Self-Employment Tax

On November 28, 2023, in Soroban Capital Partners LP v. Commissioner, the US Tax Court denied the taxpayer’s motion for summary judgment, holding that whether a limited partner in a state law limited partnership qualifies for…more

Employment Tax, Income Taxes, Internal Revenue Code (IRC), IRS, Self-Employment Tax

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Second Circuit Confirms That Corrective Disclosure Mismatch May Preclude Class Certification

On August 10, 2023, the US Court of Appeals for the Second Circuit dealt a blow to securities class action plaintiffs when it decertified the investor class in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc…more

Class Action, Class Certification, Securities Exchange Act, Securities Fraud, Securities Litigation

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Time to terminate? How to mitigate risk

The coronavirus pandemic and global economic and political uncertainties mean that more businesses than ever are tied into unprofitable contracts or are required to purchase unwanted goods and services. Alternatively, they may…more

Breach of Contract, Contract Disputes, Contract Termination, Contract Terms, UK

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down…more

Life Sciences, Mergers, Popular, Publicly-Traded Companies, Reverse Mergers

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CFPB Emphasizes Voluntary Nonbank Consent to Supervision in Updated Procedural Rulemaking

On April 16, 2024, the Consumer Financial Protection Bureau (CFPB) issued a final rule revising its procedures for establishing supervisory authority over nonbank financial institutions on the basis that the institution poses a…more

Banking Sector, Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry

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The European Data Act: New Rules for a New Age

In today’s digital age, data is the new currency. The European Union recognises this and has introduced the European Data Act, a set of new rules that will revolutionise the way data generated by connected devices is shared and…more

Cybersecurity, Data Breach, Data Privacy, Data Protection, Data Security

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Alert: Launch of the Future Fund

The UK government's Future Fund scheme, aimed at UK startups in response to the impact of COVID-19, officially launched on 18 May 2020. The UK government, partnering with the British Business Bank, will deliver an initial…more

Coronavirus/COVID-19, Diversity and Inclusion Standards (D&I), Investors, Loan Agreements, UK

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Export Control Reminder: Encryption Reporting Deadline Is February 1, 2023

The deadline for submitting reports regarding certain exports of encryption items under the US Export Administration Regulations (EAR) is February 1, 2023. Two types of reports are subject to the deadline..…more

ECCNs, Encryption, Export Administration Regulations (EAR), Export Controls, Exports

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Blog - Q3 2020 Quarterly VC Update: Logan Bartlett on the State of Venture Capital Investing

In conjunction with our Q3 Venture Financing Report, I sat down with Logan Bartlett of Redpoint Ventures to get his take on the state of venture capital investing…more

Entrepreneurs, Investors, Startups, Venture Capital

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Blog: Q2 2018 Quarterly VC Update: Stephen Kraus on the State of Venture Capital Investing

In conjunction with our Q2 Venture Financing Report, I sat down with Stephen Kraus from Bessemer Venture Partners to get his take on the state of venture capital investing. A few highlights from Stephen Kraus - On deal…more

Entrepreneurs, Financing, Initial Public Offering (IPO), Investors, Startups

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Employer Identification Numbers: What Nonprofits Should Know

Nonprofit founders are often surprised to learn that the United States Internal Revenue Service (the IRS) requires nonprofits obtain an Employer Identification Number (also called an EIN), even if the nonprofit does not have…more

EIN, Filing Requirements, Income Taxes, IRS

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Copyright Ownership of Generative AI Outputs Varies Around the World

Generative artificial intelligence tools produce a vast range of new content, including code, text, audio, images and video. For the business user, the speed of output in response to a user prompt can deliver game-changing…more

Artificial Intelligence, Copyright, Copyright Ownership, Copyright Registration, Intellectual Property Protection

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CFPB Highlights Financial, Privacy Risks of Consumer Transactions on Gaming Platforms

On April 4, 2024, the Consumer Financial Protection Bureau (CFPB) issued a report examining the growth and privacy risks of financial transactions in online video games and virtual worlds, noting that Americans spent…more

Banking Sector, Banks, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Gaming

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Underwater? Private Company Stock Option Repricing Basics

In a volatile market, companies may see their stock value drop significantly. This can result in employees and other service providers holding stock options that are “underwater” or “out of the money” – in other words, options…more

Fair Market Value, Privately Held Corporations, Securities Exchange Act, Stock Options, Stock Prices

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Considerations in Cross-Border Intellectual Property License and Transfer Agreements

In today’s global economy, emerging companies often enter into agreements with vendors, suppliers, partners, distributors, and other individuals or entities in different countries that require licenses or transfers of…more

Cross-Border, Cross-Border Transactions, Dispute Resolution, Intellectual Property Protection

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Alert: Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses

The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed is set out below…more

Business Interruption, Coronavirus Business Interruption Loan Scheme (CBILS), Coronavirus/COVID-19, Relief Measures, UK

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

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CISA Opens Notice and Comment Process on CIRCIA Draft Regulations

On March 27, 2024, the Cybersecurity and Infrastructure Security Agency (CISA) within the Department of Homeland Security published a long-awaited notice of proposed rulemaking (NPRM) pursuant to the Cyber Incident Reporting for…more

Critical Infrastructure Sectors, Cyber Incident Reporting, Cyber Incident Reporting for Critical Infrastructure Act of 2022 (CIRCIA), Cybersecurity, Cybersecurity Information Sharing Act (CISA)

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Alert: District Judge Sides With CFPB, Upholds Payday Rule’s Payment Provisions

On August 31, 2021, a federal district court judge in Texas granted summary judgment to the Consumer Financial Protection Bureau in a lawsuit brought by two industry trade associations, ultimately upholding the “payment…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Financial Services Industry, Payday Lending Rule, Payday Loans

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Protection, Data Security, UK

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National Telecommunications and Information Administration Seeks Comments on Dual-Use Foundation Models

The National Telecommunications and Information Administration (NTIA) announced a request for comment regarding the potential risks and benefits of dual-use foundation models with weights that are widely available. NTIA also…more

Comment Period, NTIA, Public Comment, Telecommunications

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Copyright Ownership of Generative AI Outputs Varies Around the World

Generative artificial intelligence tools produce a vast range of new content, including code, text, audio, images and video. For the business user, the speed of output in response to a user prompt can deliver game-changing…more

Artificial Intelligence, Copyright, Copyright Ownership, Copyright Registration, Intellectual Property Protection

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Alert: SPAC Enforcement Risks Increase with Enhanced SEC Scrutiny

What happened - In a recent client alert, we discussed the dramatic rise in offerings of special purpose acquisition companies (SPACs) and some of the attendant litigation and enforcement risks. A raft of recent public…more

Initial Public Offering (IPO), PSLRA, Publicly-Traded Companies, Securities and Exchange Commission (SEC), Special Purpose Acquisition Companies (SPACs)

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

See all updates »

Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Pre-IPO Converts: What Late-Stage Private Companies Should Know

Our late-stage private company clients that are on the path to an IPO in the next 12to 24 months will often ask us for guidance on “pre-IPO converts.” This article explains what a pre-IPO convert is and describes some of the…more

Initial Public Offering (IPO), Investors, Publicly-Traded Companies, Securities and Exchange Commission (SEC)

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Alert: COVID-19 Considerations for Landlords and Tenants

Companies everywhere are working diligently to analyze potential risks during these challenging times. The growing number of business disruptions and state-ordered shutdowns in the wake of the COVID-19 pandemic is putting a…more

Commercial Leases, Commercial Tenants, Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases

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Alert: Remaining Vigilant to Compliance and Enforcement Concerns in Times of Crisis

In times of increased financial stress—and particularly during times of financial shock where expectations and reality diverge significantly and rapidly—internal and external pressures can lead to risk-taking with lasting…more

Bribery, Criminal Prosecution, Financial Conduct Authority (FCA), Serious Fraud Office (SFO), UK

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SBA Proposes Certification Process Changes for Veteran-Owned Small Businesses

Background - The Small Business Administration has issued a proposed rule that, if finalized, would establish a federal governmentwide certification program for Veteran-Owned Small Business Concerns (VO SBCs) and…more

Department of Veterans Affairs, Federal Contractors, Proposed Rules, SBA, SDVOSB

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Navigating the Downturn: Biotech Financing Trends

Key takeaways - In 2022, markets have exhibited volatility and general weakness across the board, in part due to inflation and corresponding interest rate hikes. As a result, equity capital markets have had their slowest…more

Biotechnology, Capital Markets, Consumer Price Index, Financing, Initial Public Offering (IPO)

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Q4 2023 VC Update: Bobby Yazdani on the State of Venture Capital Investing

In conjunction with our Q4 2023 Venture Financing Report, I sat down with Bobby Yazdani to get his take on the state of venture capital investing…more

Investment, Investment Funds, Investors, Venture Capital

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Riding the Waves Through Choppy Waters: Scaling Your Company in Today’s Market

Healthtech executives and investors gathered at Cooley’s 13th Annual Healthtech Conference in early May to discuss market trends and dealmaking, as well as celebrate CEO success stories. In an opening panel addressing top of…more

Digital Health, Investors, Life Sciences

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Key Considerations for Form 8-K Cybersecurity Materiality Determinations

With 8-K reporting obligations for “material” cybersecurity incidents under the new Securities and Exchange Commission (SEC) rules becoming effective as of December 18, 2023, most companies will soon be tasked with making…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 8-K, Securities and Exchange Commission (SEC)

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Delaware Advance Notice Decisions Highlight Move Toward Enhanced Scrutiny of Board Actions, Even Where Conflicts Exist

Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations..…more

Advance Notice, Board of Directors, Bylaws, Shareholders

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Blog: PhRMA Releases Updated Code on Interactions with Health Care Professionals

The Pharmaceutical Research and Manufacturers of America (“PhRMA”) recently issued an updated Code on Interactions with Health Care Professionals (the “Updated Code”). The Updated Code’s preamble states that it reinforces…more

Health Care Providers, Pharmaceutical Industry, PHRMA

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US Justice Department Appoints First National Cryptocurrency Enforcement Director

The US Department of Justice has announced the appointment of Eun Young Choi as the first director of the National Cryptocurrency Enforcement Team. Choi has been a DOJ prosecutor for nearly a decade and most recently served as…more

Cryptocurrency, Department of Justice (DOJ), Digital Assets, Digital Currency, Money Laundering

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IRS Announces Voluntary Disclosure Program for Erroneously Received Employee Retention Credits

On December 21, 2023, the IRS announced (IR-2023-247) a voluntary disclosure program for employers to return payments received in respect of erroneously submitted ERC claims. The IRS also provided a list of frequently asked…more

Eligibility, Employee Retention, IRS, Tax Credits, Voluntary Disclosure

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GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Fund Managers, General Partner, Limited Partnerships, Venture Capital

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Court of Appeal Considers Incorporation of Terms Into Online Contracts

In Parker-Grennan v. Camelot UK Lotteries Limited1, the Court of Appeal considered, for the first time, what needs to be done to incorporate standard terms for goods or services into a contract which is made online…more

Contract Terms, Goods or Services, Online Contracts, Terms and Conditions, Websites

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

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Lurking Behind the Headline: Significant Regulatory Changes Beyond Gainful Employment in ED’s Latest NPRM

More than a year after the Department of Education (ED) completed its negotiated rulemaking covering an array of regulations related to institutional and programmatic eligibility for federal financial aid, ED published a…more

Department of Education, Educational Institutions, Gainful Employment, Students

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Washington State’s My Health My Data Act FAQ, Part Three – Enforcement Risks

In Part Three of our FAQ series on Washington state’s My Health My Data (MHMD) Act, we answer questions related to the MHMD Act’s enforcement risks – including the much-feared private right of action…more

Cybersecurity, Data Privacy, Data Protection, Data Security, Health Care Providers

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

See all updates »

Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

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Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick…more

Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Act of 1933, Venture Capital

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Blog: SEC Amends ‘Accelerated Filer’ Definition to Exempt Low-Revenue Smaller Reporting Companies From SOX 404(b)

On March 12, the SEC voted (by a vote of three to one, with Commissioner Allison Lee dissenting) to approve amendments to the "accelerated filer" and "large accelerated filer" definitions to provide a narrow carve-out for…more

Sarbanes-Oxley, Section 404, Securities and Exchange Commission (SEC), Smaller Reporting Companies

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Delaware Double Whammy Casts Doubt on M&A Practices

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory…more

Acquisitions, Board of Directors, Contract Terms, Corporate Counsel, Merger Agreements

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Second Circuit Highlights Difficulty in Pleading Fraud Claims Involving the Interpretation of Clinical Data

Plaintiffs often file securities fraud claims against pharmaceutical companies alleging that the company misled investors about clinical data, despite the US Food and Drug Administration (FDA) subsequently approving the drug and…more

Food and Drug Administration (FDA), Investors, Pharmaceutical Industry, Securities Fraud, Securities Litigation

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SEC Announces FY23 Enforcement Results –Record-Breaking Whistleblower Awards, Focus on Individual Accountability, Self-Reporting, and Cooperation Credit

The Securities and Exchange Commission (SEC) recently announced its enforcement results for fiscal year 2023, which reported a total of 784 enforcement actions, up 3% from FY22. This includes 501 original (stand-alone)…more

Corporate Counsel, Enforcement Actions, Securities and Exchange Commission (SEC), Securities Violations, Whistleblower Awards

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The Jury Has Spoken: Two Executives Convicted in Groundbreaking Consumer Product Safety Prosecution

In November 2023, a jury convicted two corporate executives of conspiracy and failure to report information about defective residential dehumidifiers as required by the Consumer Product Safety Act (CPSA). The jury verdict is…more

Consumer Product Safety Act (CPSA), Consumer Product Safety Commission (CPSC), Corporate Counsel, Criminal Prosecution, Jury Trial

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Alert: US House Passes Judicial Redress Act to Facilitate Safe Harbor Negotiations

Following a September 23, 2015 opinion by Advocate General (AG) Bot that the US-EU Safe Harbor framework, which provided for the "safe" transfer of personal data from the EU to the US, did not provide sufficient guarantees for…more

Advocate General, Binding Corporate Rules, Data Protection Authority, EU, EU Data Protection Laws

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Alert: Combination Litigation Series Part III: Tips for Defendants Litigating Software Disputes at the Intersection of Trade Secret, Copyright and Patent Law

As companies increasingly employ multiple legal regimes to protect IP, defendants face an increase in combination litigation, where they need to simultaneously fend off a combination of trade secret, patent and copyright claims…more

Copyright, Defend Trade Secrets Act (DTSA), Intellectual Property Protection, Patents, The Copyright Act

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Cooley’s 2023 Cross-Border M&A Year in Review: Navigating Choppy Waters into a More Buoyant 2024

Cross-border M&A activity in 2023 was impacted by heightened geopolitical conflicts, high inflation and interest rates, and increased regulatory pressures as the global economy remained clouded by looming recession fears. Deal…more

CFIUS, Cross-Border Transactions, Foreign Direct Investment, Foreign Investment, Interest Rates

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Alert: Congressional Hearings and NIST Publication Continue Focus on IoT Security

Two actions in the past few weeks reflect the continuing government involvement in and concern over the security of Internet of Things (IoT) devices. Attacks using connected devices have highlighted security vulnerabilities and…more

Cyber Attacks, Cybersecurity, Data Protection, Denial of Service Attacks, Distributed Denial of Service

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Securities Laws Fundamentals for Venture Capital Fund Managers

If you’re starting out as a new firm and raising your first fund (or special purpose vehicle), there are a few securities laws principles that you’ll need to become familiar with. This post is intended to provide a quick…more

Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Securities Act of 1933, Venture Capital

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The Main Institutions of International Arbitration

International arbitrations may be conducted under the administration of an institution and pursuant to its institutional arbitration rules (institutional arbitration), or they may be subject to the arbitration rules that lack…more

Arbitration, Arbitration Awards, Arbitrators, International Arbitration, UNCITRAL

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New Hampshire and New Jersey Pass Comprehensive Consumer Privacy Laws

The proliferation of state consumer privacy laws continues into 2024. On March 6, 2024, New Hampshire Gov. Chris Sununu signed SB255, the New Hampshire Privacy Act (NHPA), making New Hampshire the 14th state to enact a…more

Consumer Privacy Rights, Cybersecurity, Data Privacy, Data Protection, Data Security

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Apples, Oranges and Lemonade: Pursuing Multiple Strategic Alternatives in the Public Company Boardroom

In all economic cycles, engaged public company boards and management teams do their homework on the wide range of potential strategic opportunities. In the current market environment, however, we have observed that an increasing…more

Acquisitions, Board of Directors, Corporate Governance, Mergers, Publicly-Traded Companies

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Second Circuit Confirms That Corrective Disclosure Mismatch May Preclude Class Certification

On August 10, 2023, the US Court of Appeals for the Second Circuit dealt a blow to securities class action plaintiffs when it decertified the investor class in Arkansas Teacher Retirement System v. Goldman Sachs Group, Inc…more

Class Action, Class Certification, Securities Exchange Act, Securities Fraud, Securities Litigation

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UK Government Sets Out Approach to AI Regulation

On Tuesday, 6 February 2024, the UK government released its consultation response to its March 2023 white paper titled ‘A pro-innovation approach to AI regulation’. The response provides further details on the UK government’s…more

Artificial Intelligence, Competition, Cooperation, Corporate Counsel, Technology Sector

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UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

See all updates »

MUR Shipping U-Turn: non-contractual performance would have overcome a force majeure event

Earlier this year, the High Court of England and Wales held in MUR Shipping BV v RTI Ltd that an obligation to undertake ‘reasonable endeavours’ to overcome a force majeure event did not require the claimant to accept…more

Contract Terms, Force Majeure Clause, Performance Standards, UK

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Federal Circuit’s In re Cellect Decision Deals Blow to Patent Term Adjustment

The US Court of Appeals for the Federal Circuit’s recent decision in In re Cellect confirmed that, when considering whether a reference patent invalidates for obviousness-type double patenting (ODP) a patent having a term that…more

Intellectual Property Protection, Obviousness-Type Double Patenting (ODP), Patent Term Adjustment, Patent Term Extensions, Patent Trial and Appeal Board

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Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

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Following Recent Policy Statement, FTC ‘Disputes’ 100+ Patent Listings in FDA Orange Book

The US Federal Trade Commission (FTC) sent letters on November 7, 2023, accusing 10 companies of improperly listing drug delivery device patents in the US Food and Drug Administration (FDA) Orange Book, stating that the FTC has…more

Federal Trade Commission (FTC), Food and Drug Administration (FDA), FTC Act, Life Sciences, Orange Book

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The Benefits and Perils of Expedited Arbitration Clauses

Companies often complain that international arbitration can be as long of a process as litigation. Therefore, they inquire about faster ways of resolving disputes, such as resorting to expedited arbitration. Many arbitration…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

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Alert: Antitrust Trends in 2019: Enforcement Watch List for the Year to Come

As 2019 kicks off, the Cooley antitrust group highlights 10 recent developments and trends corporate counsel should be aware of – from the US Supreme Court and lower courts, the Department of Justice and Federal Trade Commission…more

Antitrust Division, Antitrust Litigation, Antitrust Provisions, Antitrust Violations, Competition

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

See all updates »

UK Product Safety Review Finally Published

On 2 August 2023, the UK government published its long-awaited proposals for reform of the UK product safety regime. There are 13 wide-ranging proposals, some of which could radically change the UK product safety landscape…more

Product Labels, Reporting Requirements, UK

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Alert: Virginia Enacts Permanent COVID-19 Employee Health and Workplace Safety Regulations

On January 13, the Virginia Department of Labor and Industry’s Safety and Health Codes Board voted to enact a permanent workplace safety rule to protect employees from COVID-19 exposure, making Virginia one of the first states…more

Coronavirus/COVID-19, Employer Liability Issues, Employer Responsibilities, Health and Safety, Infectious Diseases

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

See all updates »

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

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The Benefits and Perils of Expedited Arbitration Clauses

Companies often complain that international arbitration can be as long of a process as litigation. Therefore, they inquire about faster ways of resolving disputes, such as resorting to expedited arbitration. Many arbitration…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, International Arbitration

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Update: Proposed Repeal of Section 16 Exemption for FPIs Dropped

Earlier this year, we wrote about a proposal buried within the Senate version of the National Defense Authorization Act for Fiscal Year 2024 that would effectively make insiders of foreign private issuers (FPIs) subject to both…more

Disclosure Requirements, Foreign Private Issuers, Reporting Requirements, Securities and Exchange Commission (SEC), Securities Exchange Act

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Transitional Tax Reporting Guidance for Business Transactions Involving Digital Assets

In Announcement 2024-4, the IRS and the US Department of the Treasury stated that, until regulations are issued, taxpayers will not be required to treat digital assets received in the course of their trade or business as cash…more

Digital Assets, Infrastructure Investment and Jobs Act (IIJA), Internal Revenue Code (IRC), IRS, Reporting Requirements

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Blog: Pandemic-Related Deal Litigation Highlights Buyer Leverage in Transactions Requiring Debt Financing

In a May blog post we discussed several initial observations regarding the dozens of M&A transactions that were signed prior to March 2020 and that were in jeopardy as a result of COVID-19. Since that post, the Delaware Chancery…more

Acquisitions, Contract Termination, Coronavirus/COVID-19, Material Adverse Effects, Mergers

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2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

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Alert: Second Circuit Rules Individuals Have Standing to Sue for ‘Increased Risk’ of Identity Theft

Earlier this week, the United States Court of Appeals for the Second Circuit held that where personal information is disclosed without authorization, impacted individuals may have standing to sue if they can show an “increased…more

Corporate Counsel, Data Protection, Data Security, Identity Theft, Personal Information

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Cooley’s 2023 Tech M&A Year in Review: An AI-Generated Glass Half Full

2023’s much-discussed downturn in mergers & acquisitions – with global M&A volume and value down 6% and 17%, respectively, from 2022 – was largely driven by the slowdown in the tech sector, with global tech M&A volumes down 51%…more

Acquisitions, Artificial Intelligence, Department of Justice (DOJ), Federal Trade Commission (FTC), Mergers

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Eleventh Circuit Reiterates Loss Causation not a Given at Pleading Stage

Securities class action plaintiffs and defendants often disagree about the degree of difficulty to plead loss causation at the motion to dismiss phase. The US Court of Appeals for the Eleventh Circuit recently shed some light on…more

Investors, Loss Causation, Securities and Exchange Commission (SEC), Securities Exchange Act, Securities Fraud

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Balancing Act: Navigating Privacy Challenges Under UK’s Online Safety Act 2023

The UK’s Online Safety Act (OSA) 2023, which became law on 26 October 2023, imposes extensive new obligations on certain types of online service providers, requiring them to protect their users by identifying, mitigating, and…more

Cybersecurity, Data Protection, Data Security, UK

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The European Data Act: New Rules for a New Age

In today’s digital age, data is the new currency. The European Union recognises this and has introduced the European Data Act, a set of new rules that will revolutionise the way data generated by connected devices is shared and…more

Cybersecurity, Data Breach, Data Privacy, Data Protection, Data Security

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Alert: Supreme Court Eliminates Laches Defense for Many Patent Infringement Cases

On March 21, 2017, the Supreme Court issued its decision in SCA Hygiene Products Aktiebolag v. First Quality Baby Products, LLC, which addressed the viability of the equitable defense of laches under the patent laws. Key…more

Damages, Laches, Patent Act, Patent Infringement, Patents

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2021 Update: 10 Key Considerations for Going Public with a SPAC

It is a reasonable extrapolation – and we are nothing at Cooley if not wildly reasonable – that, since the beginning of time, more operating companies are considering going public through a merger with a SPAC (Special Purpose…more

Initial Public Offering (IPO), Merger Agreements, Mergers, Private Investment in Public Equity (PIPEs), Publicly-Traded Companies

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FTC Passes Sweeping Noncompete Ban

On April 23, 2024, the Federal Trade Commission (FTC) voted 3 – 2 in favor of banning all post-employment noncompete agreements. The ban will take effect 120 days after the final rule is published in the Federal Register. Many…more

Employer Liability Issues, Employment Contract, Federal Trade Commission (FTC), Final Rules, Non-Compete Agreements

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CFPB Details Concerns Over Tuition Payment Plan Practices at Higher Education Institutions

On September 14, 2023, the Consumer Financial Protection Bureau (CFPB) released a report on financial risks to students associated with school-issued tuition payment plans. Although the report acknowledges that many tuition…more

Consumer Financial Protection Bureau (CFPB), Educational Institutions, Students, Tuition

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Alert: USDA Announces Acceptance of PVP Applications for Hemp

Recent developments following the enactment of the 2018 Farm Bill have now made it easier for hemp growers to protect their genetics. The 2018 Farm Bill removed hemp as a Schedule I substance. (See January 2019 Cooley Alert.)…more

Farm Bill, Hemp, Patents, Plant Variety Protection Office (PVPO), USDA

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Alert: Upcoming Regulatory Deadlines and Compliance Checklist for VC and PE Firms

This alert highlights near-term regulatory deadlines that commonly apply to venture capital and private equity firms. For a more detailed description of regulatory and contractual requirements that commonly apply to venture…more

Beneficial Owner, Financial Industry Regulatory Authority (FINRA), Form ADV, Investment Adviser, Private Equity

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Cooley’s 2021 Life Sciences M&A Year in Review

General trends in life sciences M&A Although the COVID-19 pandemic that defined 2020 continued to shape much of the life sciences industry in 2021, the way that it did was markedly different. While 2020’s M&A landscape was…more

Acquisitions, Life Sciences, Mergers, Pharmaceutical Industry, Private Equity

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Ninth Circuit Affirms Dismissal of Securities Class Action Against Qualcomm

Cooley litigators secured a win on behalf of Qualcomm, a San Diego based technology company that specializes in semiconductors, in a securities class action filed in the United States District Court for the Southern District of…more

CFIUS, Class Action, Qualcomm, Securities Fraud, Securities Litigation

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

See all updates »

Too Small, Too Big, Just Right: The Goldilocks Size for a Nonprofit Board

Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards that are too big can quickly become unwieldly for…more

Board Meetings, Board Members, Board of Directors, Corporate Governance, Tax Exempt Entities

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CFPB Proposes Financial Data and Open Banking Rule

On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) issued a notice of proposed rulemaking to implement Section 1033 of the Dodd-Frank Act. Section 1033 of Dodd-Frank requires covered persons to make information…more

Consumer Financial Protection Bureau (CFPB), Financial Institutions, Financial Services Industry, Open Banking, Proposed Rules

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[Virtual Event] An Ounce of Prevention – Proactive Planning for Healthcare and Life Sciences Companies - April 25th, 11:00 am - 12:00 pm PT

Cooley Rx is a virtual series focused on the life sciences and healthcare sectors. Even the best-laid plans need contingency options. In this presentation, we’ll share the top five things a life sciences company should be…more

Continuing Legal Education, Digital Health, Health Care Providers, Healthcare Facilities, Life Sciences

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Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

See all updates »

GP-Led Secondary Transactions and Continuation Funds

Secondary transactions led by a general partner (GP) have gained significant traction as an alternative liquidity solution for venture capital managers “managing out” their older vintage funds with valuable – but often illiquid…more

Fund Managers, General Partner, Limited Partnerships, Venture Capital

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What Dealmakers Need to Know

As a capstone on the Biden administration’s aggressive 2023 antitrust enforcement, the Department of Justice (DOJ) and Federal Trade Commission (FTC) jointly issued revised Merger Guidelines before the holidays, replacing the…more

Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC), Horizontal Merger Guidelines

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European Patent Office Makes Major Changes in Priority Entitlement

The Enlarged Board of Appeal of the European Patent Office (EPO) has issued a new dual decision – G1/22 and G2/22 – dealing with the assessment of priority rights at the EPO. The decision represents a significant break from the…more

Corporate Counsel, EU, European Patent Convention, European Patent Office, Intellectual Property Protection

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FCC Adopts New TCPA Rules for Lead-Generated Communications

Marketers that solicit sales or advertise products or services using “robocalls” or “robotexts” (i.e., calls or texts that are initiated using an “automatic telephone dialing system” or voice calls made using an artificial or…more

FCC, Lead Generators, Prior Express Consent, Robocalling, TCPA

See all updates »

Blog: Choosing a Lawyer for Your Startup

Choosing a lawyer for your startup is a decision you should consider carefully. Your options may include solo practitioners, small regional firms, large multi-national firms and everything in between. You might even consider…more

Investors, Startups, Venture Capital

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Alert: Supreme Court's Cuozzo Decision Signals PTO Invalidity Proceedings Here to Stay

The Supreme Court issued a decision this week that is significant for all companies that operate in patent-intensive industries. In Cuozzo Speed Technologies, LLC v. Lee, — S.Ct. — (2016), the Supreme Court considered the…more

America Invents Act, Broadest Reasonable Interpretation Standard, Cuozzo Speed Technologies v Lee, Inter Partes Review (IPR) Proceeding, SCOTUS

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Key Considerations for Form 8-K Cybersecurity Materiality Determinations

With 8-K reporting obligations for “material” cybersecurity incidents under the new Securities and Exchange Commission (SEC) rules becoming effective as of December 18, 2023, most companies will soon be tasked with making…more

Cyber Incident Reporting, Cybersecurity, Disclosure Requirements, Form 8-K, Securities and Exchange Commission (SEC)

See all updates »

Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

See all updates »

Court Instructs FCC to Amend Definition of ‘Critical Infrastructure’ in Equipment Authorization Order

The US government has made efforts to combat national security threats found in technology. Notably, the Federal Communications Commission (FCC) and Congress worked in tandem to create a Covered List of communications equipment…more

Critical Infrastructure Sectors, FCC, Infrastructure, National Security, Telecommunications

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California Adopts New Law Requiring VC Companies to Collect Diversity Data From Portfolio Company Founders

California’s governor recently signed into law SB 54, a bill intended to increase transparency regarding diversity of founding teams in the venture capital (VC) industry. The new law will require VC companies, including “venture…more

Covered Entities, Investors, Reporting Requirements, Venture Capital

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Alert: New Bill Targets Cybersecurity Expertise on Boards of Directors

On December 17, 2015, Senators Jack Reed (D-RI) and Susan Collins (R-Maine) introduced, S2410, the Cybersecurity Disclosure Act of 2015, which would require public companies to disclose what cybersecurity expertise their Board…more

Board of Directors, Corporate Governance, Cybersecurity, Proposed Legislation, Publicly-Traded Companies

See all updates »

Alert: Supreme Court Upholds Inter Partes Reviews, Clarifies Rules of Proceedings

The Supreme Court issued two highly anticipated opinions addressing the constitutionality and required scope of IPR proceedings. In Oil States Energy Services, LLC v. Greene's Energy Group, LLC, Case No. 16-712, 584 U.S. _____…more

America Invents Act, Article III, Constitutional Challenges, Inter Partes Review (IPR) Proceeding, Oil States Energy Services v Greene's Energy Group

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Alert: United Kingdom; New Beneficial Owner Disclosure Requirements; The PSC Register

New UK laws, which came into force on April 6th, impose an obligation publicly to disclose the ultimate beneficial owners or controllers who have "significant control" over UK incorporated companies. The UK is the first country…more

Limited Liability Company (LLC), Person with Significant Control (PSC Register), UK, UK Companies Acts

See all updates »

Alert - Brexit Readiness: Key Impacts of the UK-EU Brexit Deal

Since our last update in December, the UK and the EU have officially agreed on a Brexit deal. The agreement has brought with it a multitude of legislative changes across various areas of UK law. In support of understanding those…more

Antitrust Provisions, Competition, Cybersecurity, EU, General Data Protection Regulation (GDPR)

See all updates »

Blog: Cooley’s 2020 Life Sciences M&A Year in Review

General Trends in Life Sciences M&A - If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector…more

Acquisitions, Biopharmaceutical, Coronavirus/COVID-19, Life Sciences, Mergers

See all updates »

Securities Plaintiffs Pursuing Crypto, Banking and High-Dollar-Value Cases in 2023, According to Cornerstone Research Report

Cornerstone Research (a top consulting and expert testimony firm) recently issued its highly anticipated midyear report on securities class action filings. The report examines recent trends in securities class action filings and…more

Class Action, Cryptocurrency, Securities Act of 1933, Securities Litigation

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UK Government Announces Repeal of 1.5% Stamp Tax Charge on Issuances, Certain Transfers of Shares to Depositary Receipt Issuers, Clearance Services

In a welcome move, the UK government issued a statement yesterday confirming its intention to repeal the 1.5% charge to UK stamp taxes on issuances of securities and any ‘exempt capital-raising transfer’ to a depositary receipt…more

Capital Raising, Stamp Taxes, UK

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Alert: Proposed Federal Tax Legislation Would Reduce QSBS Benefit and Raise Capital Gain Rates

Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and…more

Capital Gains, Income Taxes, Qualified Small Business Stock, Tax Rates

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Alert: High Court Rules Works Authored by Legislators in Their Legislative Capacity Ineligible for Copyright Protection

A divided Supreme Court has held that works authored by legislatures or legislators in their legislative capacity are ineligible for copyright protection (Georgia v. Public.Resource.Org, Inc.). The Copyright Act protects…more

Annotated Case Law, Appeals, Copyright, Copyright Infringement, Copyrightable Subject Matter

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California DFPI Invites Comments on Potential Rulemaking to Implement Digital Financial Assets Law

On November 20, 2023, the California Department of Financial Protection and Innovation (DFPI) issued an invitation for comments on a potential rulemaking relating to two new California laws that will impose sweeping obligations…more

California, Cryptocurrency, Department of Financial Protection and Innovation (DFPI), Digital Assets, Virtual Currency

See all updates »

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

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Alert - GSK v. Teva: Federal Circuit Opinion After Rehearing Confirms Induced Infringement Liability Despite Skinny Label

In October 2020, as reported in a previous Cooley alert, the US Court of Appeals for the Federal Circuit reinstated a jury’s verdict that Teva infringed GSK’s patented method of using its Coreg drug product, even though Teva’s…more

Food and Drug Administration (FDA), Induced Infringement, Intellectual Property Protection, Labeling, Patent Infringement

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Year-End Reporting for ISO Exercises and ESPP Stock Transfers

This alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to..…more

Employee Stock Purchase Plans, Filing Requirements, IRS, ISOs, Reporting Requirements

See all updates »

Alert: G 1/19 – EPO Enlarged Board of Appeal Decides on Inventiveness of Computer-Implemented Simulations

The European Patent Office (EPO) published its decision to the highly anticipated G 0001/19 on March 10, 2021. It was the first time the EPO has held a hearing via videoconference and only the second hearing relating to…more

EU, European Patent Office, Intellectual Property Protection, Inventions, Inventors

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EMA Adopts Revised CTIS Transparency Rules

On 5 October 2023, the European Medicines Agency (EMA) adopted revised transparency rules for the publication of information on clinical trials submitted through the Clinical Trials Information System (CTIS). The CTIS plays a…more

Clinical Trials, EU, European Medicines Agency (EMA), Life Sciences, Pharmaceutical Industry

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US Supreme Court: Pure Omissions Not Actionable UnderRule 10b-5(b)

On April 12, 2024, the US Supreme Court reversed the US Court of Appeals for the Second Circuit’s decision in Macquarie v. Moab Partners and held that a pure omission cannot form the basis of a securities fraud claim under Rule…more

Disclosure Requirements, Failure To Disclose, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Rule 10(b)

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Meredith Defeats Securities Class Action in Eighth Circuit

Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over…more

Class Action, Securities Fraud, Securities Litigation, Stock Prices

See all updates »

Year-End Tasks for US Employers Facing Compliance Obligations

In recent years, we have seen numerous notable employment and labor law developments annually, and 2023 was no exception. As the year comes to a close, US employers should take time to prepare for 2024 by reviewing their key…more

Employee Handbooks, Employer Liability Issues, Employment Policies, NLRA, NLRB

See all updates »

UK Reporting for Share Plans With UK Participants Due 6 July, Change of EMI Option Notification Deadline as of 6 April

The deadline is approaching for the HM Revenue & Customs (HMRC) year-end reporting requirements for companies in the UK, US and elsewhere with share options and other share awards granted to – and share acquisitions by – UK…more

Employee Benefits, Employee Incentive Plans, Employee Stock Purchase Plans, HMRC, Reporting Requirements

See all updates »

Finding the Right Angel Investor for You

If you check the box on chemistry, you will want to find investors that will add bench strength to the management team. That is, investors with domain expertise — either through prior investments or operational experience — or…more

Angel Investors, Funding, Startups

See all updates »

Alert: Highlights of Hong Kong SAR Government’s Policies in Light of COVID-19

Hong Kong SAR Government has implemented stricter immigration control and public health measures to help enterprises and individuals during the epidemic…more

Coronavirus/COVID-19, Financial Reporting, Hong Kong, Infectious Diseases, Paid Leave

See all updates »

FDORA’s Changes to the FDA Accelerated Approval Program

Enacted on December 29, 2022, the Consolidated Appropriations Act (the year-end omnibus spending bill) includes the Food and Drug Omnibus Reform Act (FDORA), which enhances the Food and Drug Administration’s authority in several…more

FDA Approval, Food and Drug Administration (FDA), Pharmaceutical Industry, Prescription Drugs

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Comparing the SEC Climate Rules to California, EU and ISSB Disclosure Frameworks

The Securities and Exchange Commission (SEC) adopted its long-awaited climate disclosure rules on March 6, 2024. (For more information, see our recent Cooley client alert, webinar and resource page.) The final rules require US…more

Climate Change, Corporate Governance, Disclosure Requirements, Greenhouse Gas Emissions, Securities and Exchange Commission (SEC)

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Blog: High Court grants order for pre-directions in relation to scheme of arrangement potentially affected by Brexit

In AXA Art Vershicherung AG, UK Branch and Others, Re [2019] 10 WLUK 186 Roth J considered a joint application from three companies for pre-directions with regard to a proposed business transfer scheme. The three applicants were…more

Financial Services and Markets Act, Insurance Industry, UK, UK Brexit

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Blog: London Listings for People’s Republic of China (PRC) Companies

The United Kingdom (UK) offers a range of markets that companies in the People’s Republic of China (PRC) might consider as venues for a primary or secondary listing of their equity securities…more

China, Equity Securities, Financial Conduct Authority (FCA), London Stock Exchange, Secondary Listings

See all updates »

Copyright Ownership of Generative AI Outputs Varies Around the World

Generative artificial intelligence tools produce a vast range of new content, including code, text, audio, images and video. For the business user, the speed of output in response to a user prompt can deliver game-changing…more

Artificial Intelligence, Copyright, Copyright Ownership, Copyright Registration, Intellectual Property Protection

See all updates »

Immediate Obligations for Employers With Noncompete, Customer Nonsolicitation Provisions for California Employees

A new California law, Assembly Bill 1076, requires employers to provide notice to certain current and former employees by February 14, 2024, if their employment agreements contain provisions unenforceable under California law…more

California, Employer Liability Issues, Employment Contract, Governor Newsom, Non-Compete Agreements

See all updates »

Alert: Highlights of Chinese Government’s Policies in Light of COVID-19

Since the outbreak of the coronavirus disease (COVID-19), the China central government has issued policies and guidelines in various aspects to help enterprises and individuals during the epidemic. Following the central…more

Coronavirus/COVID-19, Filing Deadlines, Income Taxes, Infectious Diseases, Wage and Hour

See all updates »

Cooley’s 2022 Life Sciences M&A Year in Review

Although 2022 saw a general decline in M&A activity in the life sciences industry compared to 2021’s frenetic pace (when deal volume was up 52% from 2020), life sciences deal flow in 2022 on balance remained strong despite the…more

Acquisitions, Federal Trade Commission (FTC), Initial Public Offering (IPO), Life Sciences, Mergers

See all updates »

New York Employers Facing New Employment Laws

New York recently enacted several new employment laws impacting employers in the Empire State. In this alert, we’ve highlighted what employers need to know about these laws…more

Covered Employees, Employer Liability Issues, Hiring & Firing, Non-Disclosure Agreement, Settlement Agreements

See all updates »

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Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

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We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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