Dorsey & Whitney LLP

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50 South Sixth Street
Suite 1500
Minneapolis, MN 55402-1498, United States
Phone: (612) 340-2600
Fax: (612) 340-2868
Areas Of Practice
  • Agriculture
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Criminal Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Indigenous Peoples
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
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Locations
Other U.S. Locations
  • Alaska
  • Arizona
  • California
  • Colorado
  • D.C.
  • Delaware
  • Iowa
  • Minnesota
  • Montana
  • New York
  • Texas
  • Utah
  • Washington
Other Countries
  • Canada
  • China
  • Hong Kong
  • United Kingdom
Number of Attorneys
400+ Attorneys

Federal Reserve Announces $750 Billion in Credit Facilities for Corporate Debt Market

On April 9, the Federal Reserve Board announced updated terms for two facilities to support corporate debt markets. The Primary Market Corporate Credit Facility (“PMCCF”) will serve as a funding backstop for corporate debt…more

Coronavirus/COVID-19, Credit Facilities, Debt Financing, Distressed Debt, Emergency Response

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Fifth Circuit Holds Avoidance Actions Can Be Sold

Joining the Eighth and Ninth Circuit Courts of Appeals, the Fifth Circuit Court of Appeals recently held that a debtor or trustee can sell its avoidance actions to third-party, non-estate representatives. See Briar Capital…more

Avoidance, Bankruptcy Code, Commercial Bankruptcy, Creditors, Debtors

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AI regulation introduced in Europe - setting the way forward for the rest of the world or slowing down the adoption of new tech?

The EU AI Act, which was passed by the European Parliament on 13 March and is set to become law later this year, will probably be the world’s first legislation to introduce a general regulatory framework for artificial…more

Artificial Intelligence, Cybersecurity, Distributors, EU, Importers

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Can I please go to work yet?

Working from home. When it started back in March, it was a novel experience. Dry cleaning bills went to zero, we could reallocate commuting time to catching up on Netflix, and we knew we’d be home for family dinner…more

Coronavirus/COVID-19, Employer Responsibilities, Health and Safety, Remote Working, Shelter-In-Place

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Supreme Court Raises Standard for Denial of Religious Accommodations

Yesterday, the U.S. Supreme Court issued an important decision altering the standard for religious accommodations under Title VII of the Civil Rights Act of 1964. In Groff v. DeJoy, the Court held employers must “show that the…more

Americans with Disabilities Act (ADA), Civil Rights Act, De Minimus Doctrine, Employer Liability Issues, Equal Employment Opportunity Commission (EEOC)

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Employers Beware: Recent Developments in Employee No-Poaching Agreements

No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s…more

Antitrust Violations, Department of Justice (DOJ), Employer Liability Issues, Franchise Agreements, Franchises

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Mining Companies Subject To The SEC’S Subpart 1300 Of Regulation S-K Should Prepare Now For Next Year’s Annual Report

​​​​​​​In 2022, many SEC reporting companies with mineral resource assets completed their inaugural SEC annual report on Form 10-K or 20-F subject to the SEC’s mining disclosure rules in subpart 1300 of Regulation S-K (“subpart…more

Annual Reports, Corporate Governance, Disclosure Requirements, Mining, Regulation S-K

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DOJ Announces First Settlement Under New Civil Cyber-Fraud Initiative

In October 2021, the Department of Justice (“DOJ”) announced its new Civil Cyber-Fraud Initiative, led by the Civil Division’s Fraud Section, to enhance its ongoing efforts to address cybersecurity threats. The initiative…more

Cybersecurity, Department of Justice (DOJ), Electronic Medical Records, Enforcement Actions, False Claims Act (FCA)

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Crowdfunding: A New Way for Montana Companies to Raise Money

A new exemption passed in the Montana 2015 legislative session will allow Montana companies to use crowdfunding to offer and sell securities in Montana beginning July 1, 2015. This exemption is subject to various limitations and…more

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

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DOL and IRS Relief on Deadlines

The DOL and IRS have issued relief for employers, participants, and beneficiaries regarding a number of deadlines with respect to employee benefit plans. This update reviews three recent pieces of guidance that provide relief…more

Benefit Plan Sponsors, COBRA, Department of Labor (DOL), Employee Benefits, IRS

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Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when it…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

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Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when it…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

See all updates »

Alternative Options for Foreign National Employees Not Selected in USCIS’ FY 2025 H-1B Registration Lottery

The H-1B Electronic Registration Selection Process debuted in March 2020 for fiscal year 2021 H-1B cap-subject petitions. The barrier to entry dropped significantly with the introduction of the electronic registration selection…more

Employee Transfers, Foreign Nationals, Foreign Workers, Green Cards, H-1B

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Third Circuit Confirms Expansion of Anti-Retaliation Standard Under the False Claims Act

On November 30, 2022, the Third Circuit Court of Appeals vacated dismissal of a retaliation action brought by Don Ascolese (“Ascolese”) under the False Claims Act (“FCA”).  See United States ex rel. Don Ascolese v. Shoemaker…more

Anti-Retaliation Provisions, Appeals, Employer Liability Issues, Employment Litigation, False Claims Act (FCA)

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FINRA Provides Informal Guidance for Canadian Issuers

The Financial Industry Regulatory, Inc. (“FINRA”) has recently provided our firm with informal guidance that, in accordance with the principles of the multijurisdictional disclosure system (“MJDS”), a Canadian issuer that is…more

Canada, Corporate Governance, Disclosure Requirements, Exemptions, Financial Industry Regulatory Authority (FINRA)

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Oh My God! Covid Killed Casa Bonita! (Until South Park’s Creators Stepped In)

Casa Bonita – a self-described “Eatertainment” establishment near Denver, Colorado, featuring cliff divers, stage shows, and subpar Mexican food, appeared destined to become another Covid-19 related restaurant casualty. In 2020…more

Acquisitions, Brand, Coronavirus/COVID-19, Restaurant Industry

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Massachusetts Follows Several Other States in Settling with Medicaid Managed Care Giant

​​​​​​​On September 29, 2022, Massachusetts Attorney General Maura Healey announced that Medicaid managed care and pharmacy benefits giant Centene Corporation agreed to pay $14 million to resolve claims that it overcharged…more

Civil Monetary Penalty, Enforcement Actions, False Claims Act (FCA), Managed Care Contracts, Medicaid

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FDA Conducts First Public Hearings Regarding CBD

On Friday, May 31, 2019, the Food and Drug Administration (“FDA”) conducted its first public hearing to create a regulatory framework for the legal marketing and sale of cannabidiol (“CBD”) products. The FDA asked the industry…more

Cannabidiol (CBD) oil, Comment Period, Controlled Substances Act, Farm Bill, FDA Warning Letters

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Mexico Signs the ICSID Convention that Protects Foreign Investors

On January 11, 2018, the International Centre for Settlement of Investment Disputes (ICSID) of the World Bank in Washington D.C. announced that the United Mexican States' Secretary of the Economy, Ildefonso Guajardo Villarreal,…more

Arbitration, Foreign Investment, ICSID, Mexico, Trade Agreements

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WOTUS Operandi: The Clean Water Act’s Bifurcated Regulatory Regime and Why it Matters

Two sets of states interpret and implement the Clean Water Act (“CWA”), the nation’s premier water pollution statute, in significantly different ways. The CWA applies to the nation’s “navigable waters,” which is further defined…more

Clean Water Act, Clean Water Rule, Navigable Waters, Obama Administration, Proposed Amendments

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Tax Law Changes Compel Amendments to Investment Fund Agreements

Significant changes in federal income tax laws may require existing private investment fund agreements to be amended prior to the end of the 2018 calendar year. Investment managers should consult with their fund counsel to…more

Fund Managers, Internal Revenue Code (IRC), Investment Funds, IRS, Partnership Agreements

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Energy Law: Month in Review - April 2024

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month. Please reach out to any of the authors, listed above, to discuss these issues…more

Department of Energy (DOE), Energy Projects, Energy Sector, Energy Storage, GAO

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MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA)

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Ninth Circuit Asks Montana Supreme Court for Guidance: Is an Employer Defending Itself in a Wrongful Discharge Lawsuit Limited to the Reasons for Termination Given in a Discharge Letter?

Many Montana employees can claim the protection of Montana’s unique Wrongful Discharge from Employment Act, which generally bars an employer for terminating an employee without “good cause” after the employee has completed a…more

Appeals, Discharge Letters, Employer Liability Issues, Employment Litigation, Hiring & Firing

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Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights - Except When They Do

When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent to…more

Appraisal, Appraisal Rights, Corporations Code, Dissenters Rights, General Corporation Law

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Monsanto's Roundup Case: What's at Stake from a Legal and Policy Perspective

The $289 million judgment from a California jury against Monsanto earlier this week relating to its Roundup product is significant both from a legal and a policy standpoint. From a legal perspective, the simple fact that…more

Agricultural Sector, Cancer, Environmental Protection Agency (EPA), EU, Jury Awards

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Farm Bill Opens the Door to Federal Aid to Market Agricultural Exports to Cuba

As part of the Agriculture Improvement Act of 2018 (2018 Farm Bill) signed into law by President Trump today, Congress authorized the U.S. Department of Agriculture (USDA) to use federal funds to assist in the marketing of…more

Agricultural Sector, Commodities, Cuba, Farm Bill, Federal Funding

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Guidance from European Data Protection Board Requires Consent for Tracking

The European Data Protection Board (EDPB), a board comprised primarily of representatives of the data protection supervisory authorities of the European Union’s member states, issued surprising new guidance in mid-November…more

Cybersecurity, Data Protection, Electronic Communications, EU, European Data Protection Board (EDPB)

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U.S. Department of State Announces Launch of Pilot Program for Stateside Visa Stamp Renewal

The U.S. Department of State (“DOS”) will launch a highly anticipated pilot program this month that will allow a limited number of eligible applicants to apply for visa stamp renewal from within the U.S., negating the need to…more

Federal Pilot Programs, H-1B, Immigration Procedures, Renewal Options, US Department of State

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REIT Alert: SEC Updates Financial Disclosures about Acquisitions and Dispositions of Businesses, Including Real Estate Operations

Earlier this year, the Securities and Exchange Commission updated its requirements to provide financial information about acquisitions and dispositions of businesses and real estate operations, the first time that these…more

Acquisitions, Disclosure Requirements, Financial Reporting, Form 8-K, Real Estate Investments

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SEC Takes Targeted Action to Assist Funds and Advisers, Permits Virtual Board Meetings and Provides Conditional Relief from Certain Filing Procedures

On March 13, 2020, the Securities and Exchange Commission (SEC), indicating that it is closely monitoring the impact of coronavirus on investors, funds and advisers, announced regulatory relief for funds and investment advisers…more

Annual Meeting, Coronavirus/COVID-19, Corporate Governance, Disclosure Requirements, Filing Deadlines

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Hashtag or Pound? One Law Firm’s Quest to Trademark #law

How would you pronounce #law? Is it “hashtag law,” as the PTO examiner suggested would be the most common understanding, or “pound law,” as alleged by the unsuccessful registrant of #law as a service mark. And to what does it…more

Booking.com, Brand, Hashtags, Trademark Registration, Trademark Trial and Appeal Board

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SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

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The Supreme Court Update - April 22, 2024

Today, the Supreme Court of the United States granted certiorari in two cases: Garland v. VanDerStok, No. 23-852: This administrative law and statutory interpretation case concerns the federal government’s ability to…more

Administrative Authority, Attorney's Fees, Certiorari, Civil Rights Act, Firearms

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Overview of Three Recent Decisions on the Interpretation of Contractual Clauses

English courts will seek to determine the objective meaning of a contractual provision when a dispute as to its interpretation arises. The starting point is the ordinary meaning of the words in the agreement but as and when it…more

Breach of Contract, Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

See all updates »

New York State’s Amended Pay Transparency Law

Pay transparency laws are on the rise across the country. New York is currently one of four states and a growing number of municipalities to enact laws requiring employers to disclose salary and wage ranges in job…more

Amended Legislation, Disclosure Requirements, Job Ads, Job Applicants, Pay Transparency

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Minnesota Legislature Amends Commercial Eviction Law: What Landlords and Tenants Need to Know

In May 2023, Minnesota passed a historic $1 billion-dollar investment in housing policy, enacting comprehensive changes to Minnesota Statutes Chapter 504B governing commercial and residential landlord-tenant law. Most provisions…more

Amended Legislation, Bonds, Commercial Leases, Court Schedules, Eviction

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Coronavirus Lawsuits More Than Double In 2021; Those Against Healthcare Providers Steadily Increase

Despite widespread vaccine availability and the corresponding optimism about returning to “normal,” the coronavirus pandemic continues to spawn hundreds of employment and health-related lawsuits. Many of these lawsuits have been…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Employment Litigation, Families First Coronavirus Response Act (FFCRA), Health Care Providers

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Guide to Joining the OTCQX or the OTCQB Markets for Canadian and Other Foreign Issuers

The United States capital markets are among the world’s largest and most stable markets to access capital and liquidity for securityholders. In the past, many Canadian companies have elected not to access the United States…more

Canada, Capital Markets, Corporate Issuers, Cross-Border Transactions, Foreign Issuers

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The Supreme Court - June 17, 2021

California v. Texas, Nos. 19-840, 19-1019:  The Affordable Care Act’s individual mandate, as it is commonly known, requires individuals to maintain a minimum level of health insurance coverage. As originally passed, the Act…more

Affordable Care Act, Alien Tort Statute, Article III, California v Texas, Cargill Inc. v Doe I

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AI and Healthcare: More Guidance and Regulations are Coming to Town

There is no doubt that artificial intelligence (“AI”) and more specifically, generative AI, is one of the hottest topics in healthcare for 2023. There is also no doubt that it will continue to be a hot topic into 2024 and beyond…more

American Medical Association, Artificial Intelligence, Biden Administration, Civil Rights Act, Competition

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U.S. District Court for Montana Enjoins Key Army Corps of Engineers' General Permit for Energy Infrastructure Projects

On April 15, 2020, Judge Morris of the United States District Court for the District of Montana issued a ruling invalidating Nationwide Permit 12 (“NWP 12”), a permit issued by the Army Corps of Engineers (“Corps”) covering…more

Clean Water Act, Critical Habitat, Endangered Species Act (ESA), Energy Projects, General Permit

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Ten Tips for Safeguarding Against Contract Performance Risks Related to COVID-19

As COVID-19 (Coronavirus) continues to exact a significant toll on economies and supply chains globally, how can your business protect its contracts and mitigate risks? Here are the top 10 things your business can do immediately…more

China, Contract Terms, Emergency Management Plans, Force Majeure Clause, Performance Standards

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Inflation Reduction Act: New U.S. Excise Tax on Stock Repurchase Transactions Applicable to Certain Canadian Companies

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, HR 5376 (the “Act”), into law. Among other significant changes, the Act includes a new 1% excise tax on stock repurchase transactions by certain…more

Biden Administration, Canada, Corporate Taxes, Covered Entities, Domestic Corporations

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Supreme Court in Van Buren Narrows Scope of the Computer Fraud and Abuse Act

On June 3, 2021, the U.S. Supreme Court resolved a long-standing question about how the Computer Fraud and Abuse Act (“CFAA”) applies to employees who access their employers’ computer systems for their personal benefit…more

Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Databases, Police, SCOTUS

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FinCEN Proposes AML Compliance Obligations for Non-Financed Real Estate Transactions

Following consideration of comments received from an Advanced Notice of Proposed Rulemaking, on February 16, 2024, FinCEN issued a proposed rule (the “Proposed Rule”) that for the first time would require non-financed…more

Advanced Notice of Proposed Rulemaking (ANPRM), Anti-Money Laundering, Beneficial Owner, Cash Transactions, Compliance

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The Supreme Court Update - April 22, 2024

Today, the Supreme Court of the United States granted certiorari in two cases: Garland v. VanDerStok, No. 23-852: This administrative law and statutory interpretation case concerns the federal government’s ability to…more

Administrative Authority, Attorney's Fees, Certiorari, Civil Rights Act, Firearms

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Alternatives For Managing Distress In The Oil Patch

According to the U.S. Energy Information Administration (EIA), the United States (U.S.) regular gasoline retail price as of the Monday before Labor Day fell to $2.22 per gallon this year, the lowest level for this time of year…more

Commercial Bankruptcy, Contract Terms, Downstream Agreements, Energy Information Association (EIA), Energy Sector

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2022 Delaware Entity Statutory Amendments

On August 1, 2022, the 2022 amendments to Delaware’s entity statutes went into effect. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),…more

Amended Regulation, Corporate Governance, Delaware General Corporation Law, Delaware Limited Liability Company Act, Delaware Limited Partnership Act

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Arizona Supreme Court Decision Could Affect Lending Practices

Construction lenders beware – a recent Arizona Supreme Court decision interpreting Exclusion 3(a) of standard-form title-insurance policies could mean lenders are not insured against a senior mechanics’ lien if the lender’s…more

AZ Supreme Court, Construction Industry, Construction Loans, Construction Project, Mechanics Lien

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Middle Market M&A Key Deal Terms

A major law firm has completed a survey on trends and deal points in the M&A industry. The survey contains data and trends on many key points the M&A legal practitioner should be aware of as they negotiate M&A transactions, and…more

Acquisitions, Mergers, Strategic Planning

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Copyright Office Provides Guidance on Registration of AI-Created Material: Human Authorship Still Necessary

This blog has covered artificial intelligence and copyright protection in the United States on a number of occasions, including It’s Alive? and AI Artwork. To date, the Copyright Office has consistently rejected registration of…more

Artificial Intelligence, Authorship, Copyright, Copyright Office, New Guidance

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SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure

On August 20, in response to the recent trend of issuers and obligated persons increasingly using direct purchases of municipal securities and direct loans (“bank placements”) as alternatives to public offerings, the Securities…more

Amended Regulation, Disclosure Requirements, Municipal Bonds, Municipal Securities Issuers, Municipalities

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Recreational Marijuana Legalization, Drug Testing Trends, and Considerations for Employers

Minnesota is now the 23rd state (in addition to Washington D.C. and Guam) to legalize recreational marijuana in some form or another. Minnesota joins a growing list of states taking action on marijuana policy…more

Decriminalization of Marijuana, Drug Testing, Employment Policies, Marijuana, Recreational Use

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New Texas Law Expands Liability for Sexual Harassment Claims

Beginning September 1, 2021, claims for sexual harassment can be made against a broader group of employers in Texas. The Texas Legislature passed two significant amendments, SB 45 and HB 21, to the Texas Labor Code, which were…more

Amended Legislation, Employee Training, Employer Liability Issues, Governor Abbott, New Legislation

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Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

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UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

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How is an already complex PERM recruitment process further complicated by EPT laws?

As we discussed in a recent post, equal pay transparency (EPT) laws are on the rise across the country. While complex in their own right, EPT laws introduce new risks and challenges for employers undergoing an already…more

Department of Labor (DOL), EB-2, EB-3, Foreign Nationals, Foreign Workers

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New SEC Cybersecurity Rules Require Mandatory Disclosure

On July 26, 2023, the Securities and Exchange Commission adopted new rules imposing disclosure requirements regarding cybersecurity risk management, strategy, governance and incidents. The new rules, which became effective…more

Annual Reports, Canada, Compliance, Compliance Dates, Corporate Governance

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Privacy Litigation Trends - Back to the Future

Plaintiffs look to the past to take action against modern web tracking - As states rapidly enact new consumer privacy legislation, businesses have been working tirelessly to comply with extensive new data protection…more

Data Privacy, Invasion of Privacy, Marketing, Online Advertisements, Personal Information

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Thinking of Listing on the NASDAQ?

The U.S securities market represents one of the largest sources of capital in the world, with a deep pool of liquidity and broad investor base that is not just looking at dividends and value but focused on the growth of…more

Capital Markets, Capital Raising, Capitalization, Initial Public Offering (IPO), Listing Standards

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

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SBA Issues Updated Application and Posts Initial Guidance for Paycheck Protection Program

We previously published a client alert that the U.S. Small Business Administration (“SBA”) included on its Payroll Protection Program (“PPP”) website a link to a sample borrower application for PPP loans. Late yesterday, SBA…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Interim Final Rules (IFR), Paycheck Protection Program (PPP)

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California Qualified Employers May Receive Tax Credit Boost for New Hires

California employers who hired new employees may now apply for tax relief following Governor Gavin Newsom’s announcement of the Main Street Hiring Tax Credit. As part of the emergency relief provided in Senate Bill 1447 to…more

Coronavirus/COVID-19, Governor Newsom, Hiring & Firing, Relief Measures, Tax Incentives

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DOJ Announces Additional Incentives for Corporate Cooperation in Criminal Enforcement

On January 17, 2023, Assistant Attorney General for the United States Department of Justice Kenneth A. Polite Jr. announced significant revisions to the Criminal Division’s Corporate Enforcement Policy (“CEP”). Four months after…more

Bribery, Chief Compliance Officers, Compliance, Cooperation, Corporate Misconduct

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PRC Companies in International Arbitration (VII): Who shall bear the arbitration costs?

Our previous article raised the issue that costs of commercial arbitration are pretty high in Hong Kong. Then who should bear the costs at the end of the arbitration?…more

Arbitration, Asia, China, Commercial Arbitration, Hong Kong

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How to Handle a #MeToo Moment: Legal, Language and Cultural Tips

Background: As the #MeToo Movement continues, Chinese-owned companies in the U.S. and Chinese subsidiaries of U.S. companies are facing an increasing number of sexual harassment complaints from their employees. This Q&A aims to…more

#MeToo, China, Civil Rights Act, Employer Liability Issues, Employment Policies

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EPA Bans Chrysotile Asbestos in US

On Monday, March 18, 2024, the Environmental Protection Agency (EPA) announced a ban on the use of chrysotile asbestos in the United States, including in products imported into the U.S…more

Asbestos, Biden Administration, Chemicals, Environmental Protection Agency (EPA), National Cancer Moonshot

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Protecting Against Business Email Scams and Recovering Funds Wired to the United States

“Business Email Compromise Scams” or “BEC scams” typically target companies that conduct wire transfers with entities abroad. For example, a fraudster may use an email address that is very similar to that of a business’s actual…more

Asset Recovery, Bank Accounts, China, Email, Foreign Bank Accounts

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Home-Health Services Company Settles After Allegations of Double-Billing Scheme

The Department of Justice recently announced that a home-health services company has agreed to pay over $45,000 to resolve alleged False Claims Act (“FCA”) violations. Professional Family Care Services, Inc. (“PFCS”), a North…more

Criminal Convictions, Criminal Prosecution, Department of Justice (DOJ), False Billing, False Claims Act (FCA)

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Artists v. AI Images

AI technology is developing at a tremendous pace and AI image creation is no exception. AI images are even winning art contests. Since AI generates artistic images modeling others’ work, human artists are asking “is it copyright…more

Artificial Intelligence, Artists, Class Action, Copyright, Copyright Infringement

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What Comes Next for the NCAA Name, Image, and Likeness Rules?

There have been massive changes in American collegiate sports since this past summer: On June 30, 2021, the National Collegiate Athletic Association (“NCAA”) radically changed course and announced that it would no longer…more

College Athletes, Colleges, Logos, Name and Likeness, NCAA

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UK IR35 - Important Changes From 6 April

Following a pandemic-related delay, significant changes to the IR35 regime come into force on 6 April 2021. From then, affected businesses which engage contractors who provide services through their own limited company…more

Corporate Taxes, HMRC, Income Taxes, Independent Contractors, Self Employed

See all updates »

Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

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Iowa Passes New Law Related to COVID-19 Vaccination Mandates by Employers and Unemployment Insurance

On October 29, 2021, Iowa Governor Kim Reynolds signed into law legislation affecting the interplay between Iowa employers, employees, and COVID-19 vaccine requirements. Iowa’s new law, HF 902, sets up questions regarding what…more

Americans with Disabilities Act (ADA), Biden Administration, Coronavirus/COVID-19, Employer Mandates, Equal Employment Opportunity Commission (EEOC)

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Iowa Governor Signs Legislation Impacting Iowa’s Long-Term-Care Industry

On June 1, 2023, Iowa Governor Kim Reynolds signed into law Iowa bill HF 685, which will significantly impact the future of Iowa’s long-term-care industry…more

Change of Ownership, Governor Reynolds, Licensing Rules, Long Term Care Facilities, New Legislation

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New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities…more

Asset Transfer, Asset Valuations, Comment Period, Corporate Conversions, Corporate Practice of Medicine

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Minnesota Supreme Court Holds That The Minnesota Health Records Act Allows Release of Health Records For Permitted Purposes Under HIPAA

On October 11, 2023 the Minnesota Supreme Court issued an opinion in Schneider v. Children’s Health Care holding that the Minnesota Health Records Act (“MHRA”) provision allowing health care providers to release health records…more

Consent, Data Protection, Fundraisers, Health Care Providers, Health Insurance Portability and Accountability Act (HIPAA)

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Wavy Baby’s Shoes Not Entitled to Special First Amendment Protections

40 years ago, I was the new kid in 6th grade – truly a terrible age in a young girl’s life to try and “fit in” at a new elementary school in a small town. But, one of my best memories from that year was procuring my first pair…more

Advertising, Appeals, Artists, Cease and Desist, Fashion Design

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Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

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President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

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Can employers require employees to accept confidentiality and non-disparagement obligations in exchange for severance pay?

Employee reductions and terminations are an unfortunate result of economic downturns. Even during good economic times, many companies face the need to reduce their workforce or terminate the employment of individual employees…more

Confidentiality Agreements, Contract Terms, Employer Liability Issues, Hiring & Firing, NLRA

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Are Employers Required to Make Commuting Accommodations under the Americans with Disabilities Act?

The answer to this question is unclear, and federal courts continue to disagree. The Americans with Disabilities Act (“ADA”) requires employers to provide reasonable accommodations to employees with disabilities, so long as…more

Americans with Disabilities Act (ADA), Charter Communications, Commuting, Equal Employment Opportunity Commission (EEOC), Essential Functions

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False Claims Act Settlements and Judgments Near $3 Billion in 2023

The U.S. Department of Justice (DOJ) announced recently that settlements and judgments under the False Claims Act, 31 U.S.C. § 3729, et seq. (FCA) totaled approximately $2.7 billion in FY 2023 (October 1, 2022 – September 30,…more

Civil Investigation Demand, Coronavirus/COVID-19, Cybersecurity, Department of Justice (DOJ), Enforcement Actions

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Round Three of the PPP - The New Stimulus Bill Amendments

In an effort to achieve an agreement before the expiration of many of the CARES Act1 economic relief measures, on December 21, 2020, the U.S. Congress passed the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues…more

Coronavirus/COVID-19, Financial Stimulus, Loan Forgiveness, New Legislation, Paycheck Protection Program (PPP)

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FinCEN Proposes AML Compliance Obligations for Non-Financed Real Estate Transactions

Following consideration of comments received from an Advanced Notice of Proposed Rulemaking, on February 16, 2024, FinCEN issued a proposed rule (the “Proposed Rule”) that for the first time would require non-financed…more

Advanced Notice of Proposed Rulemaking (ANPRM), Anti-Money Laundering, Beneficial Owner, Cash Transactions, Compliance

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What’s Next for OSHA’s COVID-19 Emergency Temporary Standard?

On November 12, 2021, the Fifth Circuit Court of Appeals reaffirmed its stay pending judicial review of the Occupational Safety and Health Administration’s (“OSHA”) COVID-19 Vaccination and Testing Emergency Temporary Standard…more

Appeals, Appellate Courts, Constitutional Challenges, Coronavirus/COVID-19, OSHA

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Addressing Litigation Risks Unique to the New Realities of Remote Work

In a post-pandemic environment, more people are still working from home than ever before. In this episode, Dorsey Partners Kent Schmidt, Nisha Verma, and Heather Dillion discuss the types of claims they are seeing and issues…more

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Canadian CPCs, SPACs, and Shells Should Be Careful to Avoid U.S. Investment Company Status

On January 24, 2024, the SEC issued new guidance on when a special purpose acquisition company (SPAC) may run afoul of the U.S. Investment Company Act (the Act). While this guidance was directed at SPACs that register or file…more

Canada, Corporate Issuers, Cross-Border, Foreign Corporations, Foreign Issuers

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U.S. Piles on Array of New Sanctions Against Russian Military-Industrial and Financial Sectors

On February 23, building mainly upon the broad authority of Executive Order 14024 (“EO 14024”)[1] issued by President Joe Biden in 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S…more

Biden Administration, Bureau of Industry and Security (BIS), Defense Sector, Economic Sanctions, Export Controls

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SF 2338: A Proposed Fix for "Pexa" and the Pandemic

This summer - on June 18, 2020 - the Iowa legislature passed and Governor Kim Reynolds approved SF 2338 to address a long-standing evidentiary issue concerning medical expenses stemming from Pexa v. Auto Owners Ins. Co., 686…more

Admissible Evidence, Coronavirus/COVID-19, Governor Reynolds, Medical Expenses, New Legislation

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Next on the Chopping Block: In Light of Recent Removals of the Agricultural Exemption from State Wage and Hour Laws, Employers Are Wondering Which Employees Are Exempt and for How Much Longer?

Agricultural employers are often at the mercy of nature which causes constant fluctuations in labor needs. Given the unique nature of the agricultural industry, their workers have historically been exempt from minimum wage and…more

Agricultural Sector, Agricultural Workers, Fair Labor Standards Act (FLSA), Farms, Minimum Wage

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The Supreme Court - November 24, 2021

Berger v. North Carolina Conference of the NAACP, No. 21-248: This case, in which North Carolina legislative leadership argued they have a right to intervene to defend the State’s voter ID law, raises the following issues..…more

SCOTUS, State and Local Government, Voting Requirements, Voting Rights

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Tribal Nations Summit Update

The Biden Administration recently held a Tribal Nations Summit in Washington, D.C. At the Summit, the Administration announced a number of new actions, in particular, new initiatives relating to Tribal consultation. The stated…more

Biden Administration, Conservation, Consultation, Federal Land, Native American Issues

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Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

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U.S. Supreme Court Hands Down Two Significant Tax Decisions

Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v…more

Commerce Clause, Compensation & Benefits, Constitutional Challenges, Employee Stock Purchase Rights, Internal Revenue Code (IRC)

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Protecting the Protectors: In Murray v. UBS, the U.S. Supreme Court Articulates the New Standard for SOX Whistleblower Claims

On February 8, 2024, the United States Supreme Court issued its unanimous decision in Murray v. UBS Securities, LLC, concluding there is no implicit “retaliatory intent” requirement for whistleblower claims brought under the…more

Adverse Employment Action, Anti-Retaliation Provisions, Hiring & Firing, Murray v UBS Securities LLC, Retaliation

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McGirt v. Oklahoma

In series of Treaties with the Creek Nation in the 1830s, the United States established a Reservation for the Creeks, covering millions of acres in northeastern Oklahoma, including land on which the City of Tulsa is located. In…more

Criminal Convictions, Disestablishment, Federal Jurisdiction, Federal v State Law Application, Fee Simple

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What risks do employers face by excluding coverage for gender affirming care in their health plans?

In recent years, courts have ruled upon a growing number of cases arising from delivery of and payment for gender affirming care. At the same time, state legislatures have passed a variety of laws aimed at such…more

Affordable Care Act, Benefit Plan Sponsors, Biden Administration, Civil Rights Act, DSM

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Highlights Part II of the Trademark Modernization Act of 2020: Ex Parte Expungement, Ex Parte Reexamination, and Non-Use Cancellation of Federal Trademark Registrations

As we wrote in Part 1 of this series, the Trademark Modernization Act of 2020 (“TMA”) was signed into law on December 27, 2020, and contained several significant amendments to the Lanham Act. This post will cover three of the…more

Administrative Procedure, Ex Partes Reexamination, Expungement, Foreign Trademark, Lanham Act

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Persons with Significant Control: Important new regulations that are now in force

On 6 April 2016, amendments to the Companies Act 2006 (the “Act”) came into effect that require companies incorporated under the Act (including companies limited by guarantee) and limited liability partnerships to produce and…more

Amended Legislation, Limited Liability Partnerships, Notice Requirements, Person with Significant Control (PSC Register), Registration Requirement

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

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DOJ’s Criminal Division Launches New Self-Disclosure Pilot Program for Individuals

On April 15, 2024, the U.S. Department of Justice (DOJ)’s Criminal Division announced a new pilot program that will allow and encourage individuals involved in specific types of corporate criminal conduct to voluntarily disclose…more

Cooperation, Corporate Misconduct, Department of Justice (DOJ), Federal Pilot Programs, Individual Accountability

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Did You Remember These Developments for the 2020 SEC Reporting Season?

Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of…more

Audits, Board of Directors, Confidential Information, Corporate Governance, Corporate Social Responsibility

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Supreme Court Declines to Weigh In on Latest Dispute Over Pleading Standard for Causes of Action Brought Under the False Claims Act

The Supreme Court recently denied three petitions for writs of certiorari, opting not to clarify the heightened pleading requirements for allegations of fraud under the False Claims Act (“FCA”). The cases for which certiorari…more

False Claims Act (FCA), Federal Contractors, Federal Rules of Civil Procedure, Petition for Writ of Certiorari, Pleading Standards

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Extraterritoriality of the Lanham Act: Fearsome Watchdog or Muzzled Chihuahua?

How far does the Lanham Act’s reach extend? The Supreme Court gave us one answer in Abitron Austria GmbH et al. v. Hetronic International, Inc. and made it simple: not very far…more

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

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Warhols, Tigers and Monkees, Oh My! - The Tenth Circuit Applies the Supreme Court’s Warhol Decision Against Netflix

In a mashup that the late pop artist Andy Warhol surely would have loved, the U.S. Court of Appeals for the Tenth Circuit has applied the Supreme Court’s 2023 decision in Andy Warhol Foundation for the Visual Arts, Inc. v…more

Andy Warhol Foundation for the Visual Arts Inc v Goldsmith, Copyright, Corporate Counsel, Fair Use, Intellectual Property Protection

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Insurance Coverage for Costs and Losses Due to the COVID-19 Pandemic: Some Considerations

The novel coronavirus, and the respiratory disease it causes (COVID-19), continue to exact a human toll. As state and national governments fight to mitigate the impact, businesses are also attempting to address the social and…more

Business Closures, Business Continuity Plans, Business Interruption, Civil Authority Coverage, Commercial Insurance Policies

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China Issues Rules on Foreign Investment Security Review to Stay in Line with International Practice

On December 19, 2020, China published the Rules on Foreign Investment Security Review (in Chinese, 外商投资安全审查办法) (“Security Review Rules”). Security Review Rules lay out the grounds by which foreign investments in China are…more

Administrative Review, China, Foreign Investment, National Security, NDRC

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Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

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It Has Taken A While But BREXIT Is Done!

It certainly took a while but finally a BREXIT deal has been agreed and on 1st January 2021 for the first time in 40 years the UK will be a ‘third party’ in its dealings with the EU. With the ink barely dry it is impossible…more

Cross-Border Transactions, EU, Free Trade Agreements, Trade Policy, Trade Relations

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FTC Takes First Enforcement Action for Violation of the Health Breach Notification Rule - A Federal Health Privacy Rule Beyond HIPAA

On February 1, 2023, the Federal Trade Commission (FTC) filed a complaint in the U.S. District Court for the Northern District of California alleging that digital health platform GoodRx violated the FTC Act by repeatedly sharing…more

Business Associates, Covered Entities, Data-Sharing, Federal Trade Commission (FTC), FTC Act

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COVID-19’s Impact on Commercial Evictions and Landlord-Tenant Relations in Minnesota

Throughout Minnesota’s COVID-related peacetime emergency, residential evictions have been generally prohibited in order to minimize community spread of the virus and to reduce displacement and homelessness. Although it appears…more

Commercial Leases, Commercial Property Owners, Commercial Tenants, Contract Negotiations, Coronavirus/COVID-19

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The Corporate Transparency Act: Are You Ready?

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency Act…more

Beneficial Owner, Business Entities, Canada, Corporate Issuers, Corporate Transparency Act

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New Landmark Foreign Extortion Prevention Act Targets the Demand Side of Foreign Bribery Schemes

On December 22, 2023, President Biden signed into law the landmark, bipartisan Foreign Extortion Prevention Act (the FEPA), as part of the National Defense Authorization Act. Closing a gap in U.S. anti-corruption laws, the FEPA…more

Anti-Bribery, Anti-Corruption, Bribery, Department of Justice (DOJ), FEPA

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Washington State to Require Gender Diversity on Public Company Boards or Board Diversity Disclosure

Effective as of June 11, 2020, the Washington State legislature has amended the Washington Business Corporation Act (“WBCA”) to require public companies to either have a gender-diverse board of directors by January 1, 2022 or…more

Board of Directors, Corporate Governance, Diversity, Publicly-Traded Companies, State and Local Government

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FCA Fines Former Chairman of Convatec for Unlawful Disclosure of Inside Information

The Financial Conduct Authority (FCA) which regulates financial services and markets in the UK has fined Sir Christopher Gent, the former non-executive Chairman of ConvaTec Group Plc (the Company), for unlawfully disclosing…more

Enforcement Actions, EU, EU Market Abuse Regulation (EU MAR), Financial Conduct Authority (FCA), Insider Information

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Iowa Governor Signs Legislation Impacting Iowa’s Long-Term-Care Industry

On June 1, 2023, Iowa Governor Kim Reynolds signed into law Iowa bill HF 685, which will significantly impact the future of Iowa’s long-term-care industry…more

Change of Ownership, Governor Reynolds, Licensing Rules, Long Term Care Facilities, New Legislation

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Miramax/Tarantino Suit Highlights NFT Difficulties in Mysterious Suitcase of Copyrights Rights

Non-Fungible Tokens (NFTs) have made another court appearance, with Miramax, LLC filing a complaint in the Central District of California in an attempt to stop Quentin Tarantino from auctioning off seven Pulp Fiction-based NFTs…more

Copyright, Entertainment Industry, Intellectual Property Protection, Movies, Non-Fungible Tokens (NFTs)

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Arizona Supreme Court Decision Could Affect Lending Practices

Construction lenders beware – a recent Arizona Supreme Court decision interpreting Exclusion 3(a) of standard-form title-insurance policies could mean lenders are not insured against a senior mechanics’ lien if the lender’s…more

AZ Supreme Court, Construction Industry, Construction Loans, Construction Project, Mechanics Lien

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OTCQX Proposed Rule Changes

The OTC Markets Group published this week proposed amendments to the OTCQX Rules for U.S. Companies, U.S. Banks and International Companies. The rules will become effective on December 12, 2019; comments will be accepted until…more

Banking Sector, Canada, Change of Control, Comment Period, Corporate Governance

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How California’s Sweeping New Climate Laws May Impact Your Business

California recently enacted two sweeping and unprecedented laws that will require virtually all large companies who do any amount of business in California in any industry or sector to disclose their direct and indirect…more

CARB, Climate Change, Compliance, Compliance Dates, Corporate Governance

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Oh My God! Covid Killed Casa Bonita! (Until South Park’s Creators Stepped In)

Casa Bonita – a self-described “Eatertainment” establishment near Denver, Colorado, featuring cliff divers, stage shows, and subpar Mexican food, appeared destined to become another Covid-19 related restaurant casualty. In 2020…more

Acquisitions, Brand, Coronavirus/COVID-19, Restaurant Industry

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Congress, President Align on Powerful New U.S. Intellectual Property Protection Law

On January 5, 2023, President Biden ushered in the new year by signing into law the Protecting American Intellectual Property Act of 2022 (“PAIPA”), Pub. Law 117-336.1 PAIPA was passed with considerable bipartisan support in…more

Biden Administration, Bureau of Industry and Security (BIS), Corporate Counsel, Economic Sanctions, Export-Import Bank of the US

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DOJ’s Criminal Division Launches New Self-Disclosure Pilot Program for Individuals

On April 15, 2024, the U.S. Department of Justice (DOJ)’s Criminal Division announced a new pilot program that will allow and encourage individuals involved in specific types of corporate criminal conduct to voluntarily disclose…more

Cooperation, Corporate Misconduct, Department of Justice (DOJ), Federal Pilot Programs, Individual Accountability

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Judge Rejects Greek Freak’s Shot for Damages

We previously wrote about a series of trademark lawsuits filed by NBA MVP and now NBA champion Giannis Antetokounmpo over the use of his nickname “Greek Freak”. Those lawsuits all contained similar allegations: that the…more

Attorney's Fees, Damages, Lanham Act, Likelihood of Confusion, Merchandising Rights

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Why Employers Everywhere Should Care About Florida’s New Immigration Law

On July 1, 2023, Florida’s new law regulating immigration within the State of Florida became effective. Known as FL 1718, the law is far-reaching and will significantly affect most employers in the state..…more

E-Verify, Employment Eligibility Verification, Florida, Foreign Workers, Immigration Procedures

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Don’t Let a Tight Labor Market Get Your Guard Down

In wrongful termination cases in the U.S., the primary source of liability for employers is an employee’s alleged lost wages. Under U.S. law, an employee who is terminated for a discriminatory or a retaliatory reason is entitled…more

Coronavirus/COVID-19, Employer Liability Issues, Employment Discrimination, Employment Litigation, Job Market

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EPA Bans Chrysotile Asbestos in US

On Monday, March 18, 2024, the Environmental Protection Agency (EPA) announced a ban on the use of chrysotile asbestos in the United States, including in products imported into the U.S…more

Asbestos, Biden Administration, Chemicals, Environmental Protection Agency (EPA), National Cancer Moonshot

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President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

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Ripple and Howey

The questions revolving around crypto assets typically begin with examining if a security is involved. The answer to that question is determined by applying the Howey test and frequently concluding that the asset is in fact a…more

Crypto Exchanges, Cryptoassets, Digital Assets, Economic Realities Test, Howey

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M&A: Draft German Law Gives More Teeth to FDI Controls – Reduces Deal Certainty – Imposes Broader Stand-still Obligations – Restricts Technical Due Diligence

Draft German investment control rules give the German government broader powers to intervene against M&A deals perceived to affect German (or EU) security or other public interests. New stand-still obligations will limit…more

Acquisitions, Due Diligence, EU, Foreign Direct Investment, Germany

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Court Upholds “Monster” $293 Million Award But Declines to Award Monster Energy Company Exemplary Damages for Energy Drink Competitor’s Trade Secret Violations

Last month, Vital Pharmaceuticals, Inc. (“Vital”), the manufacturer of the Bang energy drink, fell short in its post-trial challenge to a “monster” jury award in favor of Monster Energy Company (“Monster”)…more

Attorney's Fees, Computer Fraud and Abuse Act (CFAA), Corporate Counsel, Defend Trade Secrets Act (DTSA), False Advertising

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Stark Regulatory Changes Effective January 1, 2022 Require Modifying Certain Group Practice Compensation Methodologies

On January 1, 2022, changes to the federal physician self-referral law (“Stark Law” or “Stark”) group practice definition special compensation rule go into effect.  Among other things, these changes revise the rule related to…more

Anti-Kickback Statute, Centers for Medicare & Medicaid Services (CMS), Final Rules, Health Care Providers, Physicians

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The Locked Box - Unlocked

By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal…more

Acquisitions, EU, Locked-Box Deals, Mergers, Private Equity

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Quirky Question #223, Meal Periods Outside California

We have offices in 13 states, a headquarters in Iowa and a manufacturing facility in Alaska. Several employees have used our “open suggestion box” to request that we allow them to work through lunch so they can go home earlier…more

On-Duty Meal Period Waivers, Rest and Meal Break, Wage and Hour

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SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

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The California Supreme Court (and Court of Appeal) - October 16 - October 20, 2023

The California Court of Appeal, Fourth District, Division One, issued the following decision on October 17, 2023: FCM Investments, LLC v. Grove Pham, LLC, et al., Case No. D080801: Though an agreement to privately arbitrate…more

Arbitration, Arbitration Awards, Arbitrators, CA Supreme Court, Cal Code of Civil Procedure

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FAQs on the SEC's Prescribed Clawback Policy

Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to…more

Clawbacks, Disclosure Requirements, Executive Compensation, Incentive Based Contracts, Incentive Compensation

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California Governor Gavin Newsom Signs Update to State’s Pay Transparency Law, Setting Out New Pay Disclosure Requirements

​​​​​​​Governor Newsome has signed S.B. 1162, which requires employers to make salary ranges for positions available to both applicants and employees and expands pay data reporting requirements to better identify gender and…more

Disclosure Requirements, Gender-Based Pay Discrimination, Governor Newsom, Job Ads, New Legislation

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Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

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Oral Argument at the Supreme Court Suggests Refusing to Register TRUMP TOO SMALL Trademark Did Not Violate the First Amendment

The Supreme Court heard oral arguments in Vidal v. Elster this week, which asks whether refusing to register a trademark that criticizes President Trump violates the Free Speech Clause of the First Amendment. It seems the…more

Donald Trump, First Amendment, Government Officials, Oral Argument, Public Figures

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CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

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Corporate Transparency Act and the Friendly Physician Model

On January 1, 2024, final regulations issued by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) went into effect in order to implement the requirements of the Corporate Transparency Act…more

Beneficial Owner, Corporate Practice of Medicine, Corporate Transparency Act, FinCEN, Securities and Exchange Commission (SEC)

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

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DOJ Secures FCA Settlement with Health Services Companies

The U.S. Attorney’s Office for the District of Massachusetts recently secured a settlement agreement resolving allegations that Molina Healthcare, Inc. and its prior subsidiary, Pathways of Massachusetts, which provide mental…more

Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA), Health Care Providers, Qui Tam

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USPTO to Fast Track COVID-19 Technology Patents for Small and Micro Entities, Without Additional Fees

Having previously identified the COVID-19 outbreak as an “extraordinary situation” under 37 CFR 1.183, USPTO Director Andrei Iancu is exercising sua sponte authority to implement a COVID-19 prioritized examination pilot program…more

Copyright, Coronavirus/COVID-19, Fast Track Process, Patent Applications, Patents

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Dorsey U.S. Bankruptcy Law Q&A Series Three (Chinese version)

We hope that you enjoyed Series One and Two of our U.S. Bankruptcy Law Q&As regarding what to do when a customer files for Chapter 11 bankruptcy protection. This Series Three will address questions relating to the early stages…more

Chapter 11, Commercial Bankruptcy, Creditors, Debtors, Executory Contracts

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Deadline Approaching for Disclosure of Continuing Disclosure Violations

The Securities and Exchange Commission (the SEC) recently launched its Municipalities Continuing Disclosure Cooperation Initiative (the MCDC Initiative). Obligated persons (including issuers and conduit borrowers) and…more

Bonds, Disclosure Requirements, MCDC, Municipal Bonds, Securities and Exchange Commission (SEC)

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Alice’s Patent Invalidated as “Abstract,” But Court Declines to Articulate Standard Applicable across Industries

In deciding Alice Corp. v. CLS Bank International, the Supreme Court Thursday invalidated Alice’s patent to software for intermediated settlement of transactions – finding the patent claimed nothing more than a general computer…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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Aereo’s Antenna Arrays and Streaming of Broadcast Programming to Individual Subscribers Found Infringing

In a significant victory for the broadcast industry, the Supreme Court has held in a 6-3 decision that Aereo’s TV streaming service is a public performance within the meaning of the Copyright Act. Aereo operates massive antenna…more

ABC, ABC v Aereo, Aereo, Broadcasting, Cable Television Providers

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Employers Beware: Recent Developments in Employee No-Poaching Agreements

No poaching agreements among employers continue to make antitrust news, and employers and their HR professionals need to take note. Whether or not a particular agreement has a valid purpose (such as protecting an employer’s…more

Antitrust Violations, Department of Justice (DOJ), Employer Liability Issues, Franchise Agreements, Franchises

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AI Inventorship Still a No-Go, But Will the Copyright Office Change Its Tune for Music Created by AI?

The rise of Artificial Intelligence (AI) over the past decade is undeniable, and we reap its benefits throughout the day when using our smartphones, managing our bank accounts, listening to a customized playlist, shopping…more

Artificial Intelligence, Copyright, Copyright Office, Music, Patents

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Prepare to Comply with SEC’s Share Repurchase Disclosure Rules

Beginning with quarters ending on or after October 1, 2023, most US-listed issuers will be required to make more extensive disclosures on their share repurchase programs and insider transactions proximate to a program’s…more

Corporate Governance, Disclosure Requirements, Emerging Growth Companies, Final Rules, Form 10-K

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PPP Loans and M&A Transactions: Lender and Borrower Considerations

The Paycheck Protection Program (PPP) created under the CARES Act has provided much needed assistance to millions of businesses and other organizations operating in the United States that have been impacted by the COVID-19…more

Acquisitions, CARES Act, Coronavirus/COVID-19, Lenders, Mergers

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U.S. Patent Office Announces Deferred Subject Matter Eligibility Response Pilot Program

The United States Patent and Trademark Office (“USPTO”) announced a new pilot program, called the Deferred Subject Matter Eligibility Response Pilot Program (“Pilot Program”), that will allow certain patent applicants to defer…more

Patent Applications, Patent-Eligible Subject Matter, Patents, Time Extensions, USPTO

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Looking Down the Road: Data Privacy Priorities in 2024

2023 brought a surge of data privacy developments, with a large expansion of state comprehensive privacy laws, litigation of new claims based on older laws (e.g. wiretapping and VPPA cases), increased scrutiny on data brokers,…more

Advertising, Advertising to Minors, Biometric Information, California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA)

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Initial Guidance for New U.S. Excise Tax on Stock Repurchase Transactions: IRS Substantially Expands Scope of Applicable Canadian Companies

In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the…more

Affiliates, Anti-Inversion Regulations, Canada, Foreign Corporations, Inflation Reduction Act (IRA)

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Tenth Circuit Holds Oklahoma’s Regulation of Pharmacy Benefit Managers Preempted by ERISA

ERISA’s notorious preemption clause is no more than a few lines of text. But it has a dramatic effect on the trillions of dollars flowing through ERISA pension and health plans in any given year. The U.S. Supreme Court has been…more

Employee Retirement Income Security Act (ERISA), ERISA Litigation, Health Insurance, Pension Funds, Pharmacies

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DOJ to Develop New Whistleblower Program to Augment Existing Federal Whistleblower Programs

Last week Deputy Attorney General Lisa Monaco announced that the U.S. Department of Justice (DOJ) will soon begin a pilot program to reward whistleblowers who alert prosecutors to significant corporate misconduct. The goal of…more

CFTC, Compliance, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ)

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How California’s Sweeping New Climate Laws May Impact Your Business

California recently enacted two sweeping and unprecedented laws that will require virtually all large companies who do any amount of business in California in any industry or sector to disclose their direct and indirect…more

CARB, Climate Change, Compliance, Compliance Dates, Corporate Governance

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Looking Down the Road: Data Privacy Priorities in 2024

2023 brought a surge of data privacy developments, with a large expansion of state comprehensive privacy laws, litigation of new claims based on older laws (e.g. wiretapping and VPPA cases), increased scrutiny on data brokers,…more

Advertising, Advertising to Minors, Biometric Information, California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA)

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Key Things Employers in China Should Know Regarding Reopening Amid COVID-19 (II)

This article is a follow-up to the article published on March 6, 2020, which will shed light on the payroll standards during the anti-virus period, the special protections enjoyed by employees affected by the COVID-19 outbreak,…more

Best Practices, Business Continuity Plans, China, Coronavirus/COVID-19, Emergency Management Plans

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The Supreme Court Update - April 22, 2024

Today, the Supreme Court of the United States granted certiorari in two cases: Garland v. VanDerStok, No. 23-852: This administrative law and statutory interpretation case concerns the federal government’s ability to…more

Administrative Authority, Attorney's Fees, Certiorari, Civil Rights Act, Firearms

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Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information required…more

Failure To Disclose, Omissions, Regulation S-K, Rule 10b-5, Securities and Exchange Commission (SEC)

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U.S. Piles on Array of New Sanctions Against Russian Military-Industrial and Financial Sectors

On February 23, building mainly upon the broad authority of Executive Order 14024 (“EO 14024”)[1] issued by President Joe Biden in 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S…more

Biden Administration, Bureau of Industry and Security (BIS), Defense Sector, Economic Sanctions, Export Controls

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How bad is bad enough to sue? The U.S. Supreme Court clarifies when a work transfer is “adverse” enough to support a lawsuit under Title VII.

The United States Supreme Court recently clarified the law that applies to federal workplace discrimination claims based on an employee’s allegation that he or she was transferred to a job they didn’t want for a prohibited…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Discrimination

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DOJ Announces First-In-The-Nation False Claims Act Settlement with PPP Lender

​​​​​​​The government has been actively investigating and prosecuting Paycheck Protection Program (“PPP” or the “Program”) fraud ever since the Small Business Administration (“SBA”) rolled out the Program in the Spring of 2020…more

Coronavirus/COVID-19, Criminal Prosecution, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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Taco Bell Scores a Win Over TACO TUESDAY™

When Taco Bell announced its intention to eliminate all exclusive trademark rights in the phrase TACO TUESDAY, it invoked the Declaration of Independence, claiming that any restriction on the right to use it “violates an…more

Advertising, Fast-Food Industry, Restaurant Industry, Taco Bell, Trademark Cancellation

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Revised Uniform Fiduciary Access to Digital Accounts Act Adopted by Four States

With the shift from traditional hard copy paper documents towards electronic records stored Cloud Computing-based software and services (e.g., iCloud, Dropbox, Google Drive, etc.), access to and use of digital assets by…more

Cloud Computing, Deceased, Digital Assets, Electronic Records, Estate Planning

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The Fourth Circuit Affirms No Breach of ERISA’s Fiduciary Duties for “Cross-Selling” Efforts

Like the tides, the rules regarding ERISA’s fiduciary duties are constantly in flux. The Fourth Circuit recently ruled that while providing “investment advice for a fee” implicates those duties, pitching investment services does…more

Appeals, Employee Retirement Income Security Act (ERISA), ERISA Litigation, Fee-for-Service, Fiduciary Duty

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How to Prepare for Theft of Company Information

Companies should take three steps now to ensure use of the Defend Trade Secrets Act. In May, President Barack Obama signed into law the Defend Trade Secrets Act that creates a federal civil cause of action for the…more

Asset Seizure, Confidential Information, Confidentiality Agreements, Data Protection, Defend Trade Secrets Act (DTSA)

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Protecting the Protectors: In Murray v. UBS, the U.S. Supreme Court Articulates the New Standard for SOX Whistleblower Claims

On February 8, 2024, the United States Supreme Court issued its unanimous decision in Murray v. UBS Securities, LLC, concluding there is no implicit “retaliatory intent” requirement for whistleblower claims brought under the…more

Adverse Employment Action, Anti-Retaliation Provisions, Hiring & Firing, Murray v UBS Securities LLC, Retaliation

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Kawhi Leonard told to keep his hands off Nike’s logo

In an oral ruling last month, Oregon District Court Judge Michael W. Mosman granted Nike’s motion dismissing NBA star Kawhi Leonard’s claims that he rightfully owned “The Claw” logo. The Claw is a logo depicting Leonard’s…more

Athletes, Dismissals, Endorsements, Federal Rules of Civil Procedure, Logos

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

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Settling Parties Beware: Failing to Provide Notice to Your Insurer Before Settling May Doom Your Chance of Recovery

On April 25, 2016, the Colorado Supreme Court issued a decision in Travelers Prop. Cas. Co. v. Stresscon Co. Stresscon, a subcontracting concrete company, entered into a settlement agreement – without providing notice to its…more

CO Supreme Court, Commercial General Liability Policies, Corporate Counsel, Insurance Industry, Notice Prejudice Rule

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Absolute Lowest Possible Statutory Damages Award Ordered for Infringing a Viral and Potentially Lucrative Photo of Trump

You may have heard: infringing a viral photo of the current President of the United States will only cost you $750. Setting aside whether that valuation was at all related to the subject matter of the photo, let’s talk about how…more

Attorney's Fees, Copyright, Copyright Infringement, Copyright Litigation, Fair Use

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The Importance of Full Disclosure

Directors and officers of corporations owe a duty of care and a duty of loyalty to both the corporation and its shareholders, although the duty of care for directors can be exculpated. A breach of these fiduciary duties can…more

Board of Directors, Breach of Duty, Business Judgment Rule, Corporate Governance, Corporate Officers

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The Corporate Transparency Act: Are You Ready?

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency Act…more

Beneficial Owner, Business Entities, Canada, Corporate Issuers, Corporate Transparency Act

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Supreme Court Upholds Patent Law Precedent

The case of Amgen Inc. v. Sanofi, U.S., No. 21-757 dealt with patent law’s “enablement” requirement. Essentially, the Court affirmed 150 years of precedent requiring the invention to be described “‘in such full, clear, concise,…more

Amgen, Biotechnology, Enablement Inquiries, Inventions, Patent Litigation

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California Attorney General Announces New Investigative Sweep Targeting CCPA Compliance for “Large California Employers”

On July 14, 2023, the California Attorney General announced an investigative sweep targeting CCPA compliance efforts by “large California employers.” The Attorney General’s Office stated that it sent inquiry letters to large…more

California Consumer Privacy Act (CCPA), Compliance, Covered Employer, Data Protection, Employee Rights

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MAE is MIA No Longer: Delaware Court Upholds Use of “Material Adverse Event” Clause for the First Time

In Akorn, Inc. v. Fresenius Kabi AG, the Delaware Chancery Court held that Fresenius, a German pharmaceutical company, was justified in invoking a “material adverse event” (MAE) clause to terminate its $4.8 billion merger…more

Acquisitions, Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA)

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False Claims Act Settlements and Judgments Near $3 Billion in 2023

The U.S. Department of Justice (DOJ) announced recently that settlements and judgments under the False Claims Act, 31 U.S.C. § 3729, et seq. (FCA) totaled approximately $2.7 billion in FY 2023 (October 1, 2022 – September 30,…more

Civil Investigation Demand, Coronavirus/COVID-19, Cybersecurity, Department of Justice (DOJ), Enforcement Actions

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Eleventh Circuit: First Amendment Means MTV Floribama Shore Does Not Infringe FLORA-BAMA Trademark

In MGFB Properties, Inc. v. Viacom Inc., the U.S. Court of Appeals for the Eleventh Circuit recently sided with Viacom and its subsidiary MTV in a trademark action brought by the owners of the Flora-Bama Lounge, who alleged…more

First Amendment, Intellectual Property Protection, Lanham Act, Music, Television Shows

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The Hammer Revealed: Mandatory Recall Authority Under The Food Safety Modernization Act

The Food Safety Modernization Act (FSMA) overhauled the nation’s food safety systems for the first time in over a generation. Among other changes, the food safety law gave the Federal Food and Drug Administration (FDA) mandatory…more

Federal Food Drug and Cosmetic Act (FFDCA), Final Guidance, Food and Drug Administration (FDA), Food Manufacturers, Food Recalls

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Tax Law Changes Compel Amendments to Investment Fund Agreements

Significant changes in federal income tax laws may require existing private investment fund agreements to be amended prior to the end of the 2018 calendar year. Investment managers should consult with their fund counsel to…more

Fund Managers, Internal Revenue Code (IRC), Investment Funds, IRS, Partnership Agreements

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Will New York Law Go the Way of Weedo: Tenth Circuit Predicts New York Court of Appeals Will Hold that Property Damage Caused by a Subcontractor’s Defective Workmanship Can Constitute an Occurrence Under a Contractor’s CGL Policy

On February 13, 2018, the Tenth Circuit Court of Appeals reversed a lower court decision, which concluded that, under New York law, the property damage caused by a subcontractor’s faulty workmanship did not qualify as a covered…more

Appeals, Black and Veatch, Commercial General Liability Policies, Construction Industry, Excess Policies

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Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

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Form ADV Annual Updating Amendment Reminder

All registered investment advisers and exempt reporting advisers (“Advisers”), need to file the annual Form ADV amendment within 90 days of the firm’s fiscal year-end (by March 30, 2020 for those with a December 31, 2019 fiscal…more

Electronic Filing, Exemptions, Filing Requirements, Financial Industry Regulatory Authority (FINRA), Form ADV

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Unexpected Risks of Early Exercise ISOs

Companies that permit the grant of early exercise incentive stock options (“ISOs”) do so primarily to limit the impact of the alternative minimum tax (“AMT”). However, due to fairly counterintuitive tax regulations, structuring…more

Alternative Minimum Tax, Capital Gains, Deferred Compensation, Incentive Stock Options, Startups

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Potential Issues for Warehouse Providers with Electronic Mortgage Notes

Fannie Mae and Freddie Mac (the “GSEs”), working together with Mortgage Electronic Registry Systems (“MERS”), have been promoting the use of electronic mortgage notes (“eNotes”) in the residential mortgage industry. MERS, with…more

Consumer Protection Laws, E-Signatures, Electronic Records, Fannie Mae, Freddie Mac

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In-N-Out Trade Dress Dispute Part III: To Squirt, or Not to Squirt?

Welcome to the final chapter of our Burger War Trilogy. In our earlier installments, Part I and Part II, we discussed the secondary meaning surveys proffered by both parties in this trade dress dispute. We now turn to In-N-Out’s…more

Fast-Food Industry, In-N-Out, Likelihood of Confusion, Secondary Meaning, Trade Dress

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Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

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The NLRB Reverses Course (again) on Employee Outbursts and Protected Concerted Activity

What happens when an employee starts yelling at the boss, makes profane social media posts about work, or engages in other “abusive conduct?” In many cases, employers can follow their own policy and impose discipline if…more

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

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Andy Warhol's Prince Series Portraits Held Fair Use of Photograph

Earlier this summer, in The Andy Warhol Foundation for the Visual Arts v. Goldsmith, the federal district court for the Southern District of New York held that Andy Warhol’s artwork series depicting the late singer Prince was…more

Artists, Copyright, Copyright Infringement, Copyright Litigation, Dismissals

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Critical Changes To Iowa’s Public Bidding Law

Legislative Update Alert - SF 183 - On Tuesday, June 14, 2022, Governor Reynolds signed into law SF 183 (Iowa Legislature - BillBook) related to alternative delivery methods for public improvement projects…more

Governor Reynolds, New Legislation, Public Bidding, Public Projects, State Contractors

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Heard at the IBA 2022 Annual Conference

The International Bar Association (ABA) Annual Conference was held October 30 to November 4, 2022, in Miami, Florida. Marc Kushner and Carlos Méndez-Peñate, two members of the Dorsey New York office’s vibrant international…more

Acquisitions, Antitrust Investigations, Capital Markets, Environmental Social & Governance (ESG), Equity Markets

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No Claim Too Small: Contractor Settles FCA Claims for Failure to Return $14,000 of Reimbursed Equipment

On May 28, 2021, a District of Maine judge granted a joint motion for stipulated judgment in favor of the United States, ending the False Claims Act suit against a Coast Guard contractor hired to assist with the excavation of a…more

Coast Guard, Contract Terms, False Claims Act (FCA), Federal Contractors, Government Property

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Hallucinations as Trademark Tarnishment: How Wrong Answers Led to a Lawsuit

ChatGPT took the world by the storm after OpenAI launched it in November 2022 as a general-purpose AI chatbot that could answer questions ranging from the innocuous to the complex. Since then, similar generative AI applications…more

Artificial Intelligence, Dilution, Intellectual Property Protection, Trademark Infringement, Trademark Litigation

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HHS and FDA Take Additional Measures to Aid Post-PHE Transition for Pharmacy Providers

For the last three years, the federal government has taken considerable steps to aid providers in the fight against COVID-19. Although many of the waivers and flexibilities initiated in response to the pandemic have since…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Department of Health and Human Services (HHS), Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA)

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Ninth Circuit Raises The Bar For Plaintiffs Seeking Trademark Injunctions

The Ninth Circuit’s recent decision in Herb Reed Enterprises, LLC v. Florida Entertainment Management Inc. increases the burden on trademark plaintiffs seeking preliminary injunctions. The case is the first decision from a…more

eBay, Injunctions, Irreparable Harm, Trademarks

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Not so Fast in Certifying Class: Supreme Court Holds That Courts Must Consider Generality of Alleged Misstatements in Deciding Whether to Certify Securities Fraud Class

Yesterday, the Supreme Court issued its much-anticipated decision in Goldman Sachs v. Arkansas Teacher Retirement System, Case No. 20-222. But because there was not much “daylight” left between the parties’ arguments by the time…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Basic v Levinson, Burden of Persuasion, Burden of Proof, Certiorari

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The Supreme Court Update - April 22, 2024

Today, the Supreme Court of the United States granted certiorari in two cases: Garland v. VanDerStok, No. 23-852: This administrative law and statutory interpretation case concerns the federal government’s ability to…more

Administrative Authority, Attorney's Fees, Certiorari, Civil Rights Act, Firearms

See all updates »

Naturally Misleading? Ninth Circuit Keeps “All Natural” Fruit Labeling Dispute Alive

Does a food label advertising a product as “all natural fruit” mislead consumers when that product contains artificial preservatives? That is the question presented in Brazil v. Dole Food Co. Inc., which the Court of Appeals…more

All Natural, Class Action, Dole Food, False Advertising, Food and Drug Administration (FDA)

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New York Governor Hochul Signs New York Pay Transparency Bill Into Law

On December 21, 2022, New York Governor Kathy Hochul signed a pay transparency law (Senate Bill 9427), requiring the disclosure of compensation and other information in connection with the advertisement of jobs that can or will…more

Covered Employer, Job Ads, Job Applicants, New Legislation, Pay Transparency

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The Renewed Standard for Awarding Enhanced Patent Damages

On June 13, 2016, the U.S. Supreme Court issued an opinion with large ramifications for patent holders and potential infringers alike. Deciding the consolidated cases of Halo Electronics, Inc. v. Pulse Electronics, Inc. and…more

Enhanced Damages, Halo v Pulse, Judicial Discretion, Patent Infringement, Patents

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Reading the Riot Act to the Powerful: Strategic Lawsuits Against Public Participation

The UK Government has announced its readiness to introduce legislative reform aimed at countering the recent surge in a perceived form of tactical libel action, known in the press as “Strategic Lawsuits Against Public…more

Defamation, Journalists, Libel, Proposed Legislation, Scientific Research

See all updates »

Dorsey U.S. Bankruptcy Law Q&A Series Six (Chinese Version)

We hope that you found the five previous Q&A series regarding what to do when a U.S. customer files for Chapter 11 bankruptcy protection helpful. This Series Six will address questions relating to the plan process, including…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Creditors

See all updates »

Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

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California Governor Gavin Newsom Signs Update to State’s Pay Transparency Law, Setting Out New Pay Disclosure Requirements

​​​​​​​Governor Newsome has signed S.B. 1162, which requires employers to make salary ranges for positions available to both applicants and employees and expands pay data reporting requirements to better identify gender and…more

Disclosure Requirements, Gender-Based Pay Discrimination, Governor Newsom, Job Ads, New Legislation

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Whose Song Is It Anyway? Questions about Samples in Flo Rida and will.i.am’s Hit “In the Ayer” Soar to the Supreme Court

On September 29, 2023, the Supreme Court granted certiorari in Warner Chappell Music, Inc. v. Nealy, a case that should resolve a split among the U.S. Courts of Appeal relating to the scope of damages available to copyright…more

Cause of Action Accrual, Certiorari, Copyright, Copyright Infringement, Copyright Litigation

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

See all updates »

Suez Canal Blockage to Cause Lasting Construction Delays and Owner-Contractor Disputes

The six-day saga of the Ever Given came to an end on the afternoon of Monday, March 29, when the 1,300-foot cargo ship was finally dislodged from the banks of the Suez Canal. However, with over 300 ships waiting for passage…more

Construction Contracts, Construction Industry, Construction Project, Contract Terms, Force Majeure Clause

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U.S. Piles on Array of New Sanctions Against Russian Military-Industrial and Financial Sectors

On February 23, building mainly upon the broad authority of Executive Order 14024 (“EO 14024”)[1] issued by President Joe Biden in 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S…more

Biden Administration, Bureau of Industry and Security (BIS), Defense Sector, Economic Sanctions, Export Controls

See all updates »

Deferment Period Extended for PPP Borrowers that Appeal Adverse Forgiveness Decisions

Effective July 28, 2021, the Small Business Administration (“SBA”) announced a new interim final rule that, inter alia, extends the “deferment period” for borrowers that appeal a final SBA loan review decision. Borrowers are…more

Administrative Appeals, CARES Act, Coronavirus/COVID-19, Interim Final Rules (IFR), Loan Forgiveness

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The end of IP in Russia? Urgent, Extended Edition

US and EU Sanctions - IP Engagement Suspended with Russia, Belarus, and Eurasian IP Offices - Four days after the invasion of Ukraine on February 24, 2022, the United States Treasury Department issued Directive 4 under…more

Belarus, Economic Sanctions, EU, European Union Intellectual Property Office (EUIPO), Intellectual Property Protection

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Employers and Providers Fight over COVID-19 Testing Costs

While social distancing restrictions associated with COVID-19 are on the wane, lawsuits seeking reimbursement for COVID-19 testing are on the rise. The issue is whether federal legislation passed at the onset of the Pandemic…more

CARES Act, Coronavirus/COVID-19, Employee Retirement Income Security Act (ERISA), Employer Group Health Plans, Health Insurance

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FAQs on the SEC's Prescribed Clawback Policy

Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to…more

Clawbacks, Disclosure Requirements, Executive Compensation, Incentive Based Contracts, Incentive Compensation

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FinCEN Proposes AML Compliance Obligations for Non-Financed Real Estate Transactions

Following consideration of comments received from an Advanced Notice of Proposed Rulemaking, on February 16, 2024, FinCEN issued a proposed rule (the “Proposed Rule”) that for the first time would require non-financed…more

Advanced Notice of Proposed Rulemaking (ANPRM), Anti-Money Laundering, Beneficial Owner, Cash Transactions, Compliance

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As Exempt Salary Thresholds Continue to Increase, What are Best Practices for Employers Deciding to Reclassify Employees as Non-Exempt?

Under the federal Fair Labor Standards Act (FLSA), employees are classified as “exempt” or “non-exempt.” Employers covered under the FLSA must pay non-exempt employees at least the minimum wage for every hour they work and…more

Exempt-Employees, Fair Labor Standards Act (FLSA), Minimum Salary, Minimum Wage, Misclassification

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Tribal Nations Summit Update

The Biden Administration recently held a Tribal Nations Summit in Washington, D.C. At the Summit, the Administration announced a number of new actions, in particular, new initiatives relating to Tribal consultation. The stated…more

Biden Administration, Conservation, Consultation, Federal Land, Native American Issues

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FinCEN Regulations: BSA’s Revised Beneficial Ownership Requirements

The Financial Crimes Enforcement Network (“FinCEN”) issued final regulations in 2022 to implement the revised “beneficial ownership information” disclosure rules for legal entities (the “Final Rule”) under the Corporate…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Final Rules, Financial Crimes

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Supreme Court in Van Buren Narrows Scope of the Computer Fraud and Abuse Act

On June 3, 2021, the U.S. Supreme Court resolved a long-standing question about how the Computer Fraud and Abuse Act (“CFAA”) applies to employees who access their employers’ computer systems for their personal benefit…more

Computer Fraud and Abuse Act (CFAA), Criminal Convictions, Databases, Police, SCOTUS

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Start Your Data Compliance Countdown! Colorado Becomes Third US State to Enact Privacy Law

Certain Colorado companies and others targeting Coloradans will soon be subject to the newly enacted Colorado Privacy Act (“CPA”), signed into law by Gov. Jared Polis on July 8, 2021. Colorado joins California and Virginia as…more

Consumer Privacy Rights, Data Deletion, Data Subject Access Requests, Data Subjects Rights, Exemptions

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The FDA Takes Aim at CBD Labeling

Despite the legalization of cannabis sales in many states and Congress’s removal of hemp and hemp-derived cannabidiol (CBD) from the list of scheduled drugs under the Controlled Substances Act, recent events serve as a reminder…more

Cannabidiol (CBD) oil, Cannabis Products, Controlled Substances Act, Dietary Supplements, Federal Food Drug and Cosmetic Act (FFDCA)

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SBIC Annual Recertification of Institutional Investor Unfunded Commitments

The U.S. Small Business Administration (SBA) requires all licensed small business investment companies (SBICs) with outstanding Leverage, outstanding Leverage Commitments, or both, to annually recertify the collectability of…more

Filing Deadlines, Filing Requirements, Institutional Investors, Leverage Capital Ratio, Leveraged Finance

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The Great Reopening: Considerations for Employers as Employees Begin to Travel and Return to the Office

The COVID-19 global pandemic has been an unprecedented challenge for U.S. employers over the past 12+ months. Among other things, pandemic-containment policies and best practices limited business and personal travel. …more

Biden Administration, Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Customs and Border Protection, Data Privacy

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Reading the Riot Act to the Powerful: Strategic Lawsuits Against Public Participation

The UK Government has announced its readiness to introduce legislative reform aimed at countering the recent surge in a perceived form of tactical libel action, known in the press as “Strategic Lawsuits Against Public…more

Defamation, Journalists, Libel, Proposed Legislation, Scientific Research

See all updates »

FDA Conducts First Public Hearings Regarding CBD

On Friday, May 31, 2019, the Food and Drug Administration (“FDA”) conducted its first public hearing to create a regulatory framework for the legal marketing and sale of cannabidiol (“CBD”) products. The FDA asked the industry…more

Cannabidiol (CBD) oil, Comment Period, Controlled Substances Act, Farm Bill, FDA Warning Letters

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Delaware Courts Expand Corwin Line of Cases

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s…more

Business Judgment Rule, Change of Control, DE Supreme Court, Dismissals, Merger Agreements

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Insider Trading: The Supreme Court Takes Another Look

The law of insider trading is back before the U.S. Supreme Court with far–reaching implications for insider trading prosecutions in the U.S. The Court will decide whether a close friend or relative of an insider is allowed to…more

Criminal Prosecution, Illegal Tipping, Insider Trading, Personal Benefit, SCOTUS

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U.S. Treasury Department Takes Action Against Russian Darkmarket Entity as Latest Government Move Against Cybercrime

On April 5, the U.S. Treasury Department's Office of Foreign Assets Control (“OFAC”) in the U.S. Department of the Treasury named Genesis Market to OFAC’s Specially Designated Nationals List (“SDN List”). Genesis Market is…more

Cryptocurrency, Cyber Crimes, Cyber Threats, Dark Web, Department of Justice (DOJ)

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Marijuana Investments and Fraud Featured in SEC Investor Alert

The marijuana industry is attracting considerable interest from investors, and unfortunately, scam artists trying to take advantage of those investors. In response to these concerns, on September 5, 2018, the Securities and…more

Investors, Marijuana, Marijuana Related Businesses, Risk Alert, Securities and Exchange Commission (SEC)

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FCA Fines Former Chairman of Convatec for Unlawful Disclosure of Inside Information

The Financial Conduct Authority (FCA) which regulates financial services and markets in the UK has fined Sir Christopher Gent, the former non-executive Chairman of ConvaTec Group Plc (the Company), for unlawfully disclosing…more

Enforcement Actions, EU, EU Market Abuse Regulation (EU MAR), Financial Conduct Authority (FCA), Insider Information

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U.S. Supreme Court Hands Down Two Significant Tax Decisions

Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v…more

Commerce Clause, Compensation & Benefits, Constitutional Challenges, Employee Stock Purchase Rights, Internal Revenue Code (IRC)

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New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities…more

Asset Transfer, Asset Valuations, Comment Period, Corporate Conversions, Corporate Practice of Medicine

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New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities…more

Asset Transfer, Asset Valuations, Comment Period, Corporate Conversions, Corporate Practice of Medicine

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CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

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The California Supreme Court (and Court of Appeal) - January 30 - February 3, 2023

The California Supreme Court issued the following decision earlier this week: Travis et al. v. Brand et al., Case No. S268480: Government Code section 91003(a) gives trial courts discretion to award attorney’s fees to “a…more

Attorney's Fees, CA Supreme Court, Political Reform Act, Trial Court Orders

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Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

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Charitable Contribution and Donor Relation Considerations for 501(c)(3) Organizations

Donors that make contributions to charitable organizations recognized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), may claim an individual income tax deduction under Section 170 (all…more

501(c)(3), Charitable Donations, Charitable Organizations, Internal Revenue Code (IRC), IRS

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Trader Joe’s Labor Union Bags a Victory in Trademark Dispute

Trader Joe’s is a hugely popular grocery chain that has expanded from its Southern California origins to operate close to 600 stores across the United States. Although Trader Joe’s has traditionally had a reputation as an…more

Appeals, Dismissals, Labor Relations, Likelihood of Confusion, NLRB

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Trump Administration Revises List of State Sponsors of Terrorism

On January 11, Secretary of State Michael Pompeo announced the Trump Administration in its final week in office is returning Cuba to the official State Department list of state sponsors of terrorism. Cuba will thus re-join Syria…more

Biden Administration, Cuba, Cuban Assets Control Regulations (CACR), Export Administration Regulations (EAR), Foreign Policy

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2022 Delaware Entity Statutory Amendments

On August 1, 2022, the 2022 amendments to Delaware’s entity statutes went into effect. These included amendments to the Delaware General Corporation Law (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”),…more

Amended Regulation, Corporate Governance, Delaware General Corporation Law, Delaware Limited Liability Company Act, Delaware Limited Partnership Act

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Uncertainty Looms: Minneapolis's 2040 Plan Hits (Another) Judicial Roadblock

The month of September was a bad month for the City of Minneapolis’s 2040 Comprehensive Plan (2040 Comp Plan). On September 5, 2023, Minnesota’s Fourth Judicial District (Hennepin County) released a decision temporarily…more

Affordable Housing, Appeals, Department of Economic Development, Environmental Review, General Plan

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A Deepfake App Could Be in Deep Trouble with California Celebrities

A deepfake is an image or video of a person, often a celebrity, who has been digitally altered using an artificial intelligence (“AI”) application to appear to be someone else. Deepfake technology has the potential to be either…more

Artificial Intelligence, Celebrities, Deep Fake, Mobile Apps, Name and Likeness

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Alternative Options for Foreign National Employees Not Selected in USCIS’ FY 2025 H-1B Registration Lottery

The H-1B Electronic Registration Selection Process debuted in March 2020 for fiscal year 2021 H-1B cap-subject petitions. The barrier to entry dropped significantly with the introduction of the electronic registration selection…more

Employee Transfers, Foreign Nationals, Foreign Workers, Green Cards, H-1B

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A New World For Minnesota Employers: Minnesota Concludes Legislative Session and New Requirements for Employers Abound

The Minnesota Legislature recently concluded its 2023 session with the passage of a comprehensive paid family medical leave bill Mn Chapter 59 and an omnibus labor bill Mn Chapter 53  that will impose significant new obligations…more

Family and Medical Leave Act (FMLA), Governor Walz, Lactation Accommodation, New Legislation, Paid Family Leave Law

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Minnesota Issues Revenue Notice Regarding Apportionment of Compensation Paid to Nonresident Corporate Board Members

On August 25, 2014, the Minnesota Department of Revenue released Revenue Notice 14-02, which provides an alternative method of apportioning compensation earned by certain corporate directors who are not residents of Minnesota…more

Apportionment, Board of Directors, Directors, Executive Compensation, Income Taxes

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New NASDAQ Board Diversity Disclosure Rules

As discussed in more detail here, on August 6, 2021, the United States Securities and Exchange Commission (the “SEC”) approved NASDAQ Rules 5605(f) and 5606, which require each NASDAQ listed company (subject to certain narrow…more

Board of Directors, Canada, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I)

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What Employers Need to Know about Iowa’s Religious Freedom Restoration Act

On April 2, 2024, Governor Kim Reynolds signed Senate File 2095, the Iowa Religious Freedom Restoration Act, which became effective immediately. Iowa’s Religious Freedom Restoration Act (“RFRA”) is modeled on a similar law that…more

Anti-Discrimination Policies, Employee Rights, Employer Liability Issues, Religious Accommodation, Religious Exemption

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Does My Business Qualify for Federal Funding under the CARES Act?

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act” or “Stimulus Act”), signed into law on March 27, 2020, includes a program administered through the Small Business Administration (SBA) that will assist small…more

CARES Act, Coronavirus/COVID-19, Federal Loans, Financial Stimulus, Paycheck Protection Program (PPP)

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DOJ to Develop New Whistleblower Program to Augment Existing Federal Whistleblower Programs

Last week Deputy Attorney General Lisa Monaco announced that the U.S. Department of Justice (DOJ) will soon begin a pilot program to reward whistleblowers who alert prosecutors to significant corporate misconduct. The goal of…more

CFTC, Compliance, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ)

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Saying Goodbye to Mask Mandates - Practical Tips for Employers

On May 13, 2021, the U.S. Centers for Disease Control and Prevention (“CDC”) revised its COVID-19 guidance to reflect that “fully vaccinated” individuals no longer need to wear masks, whether indoors or outdoors, except in…more

Centers for Disease Control and Prevention (CDC), Coronavirus/COVID-19, Employer Responsibilities, Governor Walz, Infectious Diseases

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Dorsey Infrastructure Alert No. 1

This is the first of several Alerts that will address the two pending infrastructure bills currently being considered by Congress. While there remain several procedural steps for either initiative to become law, we believe there…more

Biden Administration, Budget Reconciliation, Congressional Committees, Economic Development, Federal Budget

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Will “Success Kid” Owner Continue to Succeed on Appeal in Copyright Dispute?

Years ago, Laney Griner took a picture of her then toddler son, Sam, at the beach clenching his fist in what appeared like a celebratory gesture. The photo went viral, and later became a widely used meme on the internet known as…more

Appeals, Commercial Use, Copyright, Copyright Infringement, Copyright Litigation

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HHS OIG Releases an Updated Health Care Fraud Self-Disclosure Protocol

On November 8, 2021, the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) released a revised Provider Self-Disclosure Protocol, renamed Health Care Fraud Self-Disclosure Protocol (“SDP”). Prior to…more

Anti-Kickback Statute, Civil Monetary Penalty, Department of Health and Human Services (HHS), Department of Justice (DOJ), Enforcement

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USPTO to Fast Track COVID-19 Technology Patents for Small and Micro Entities, Without Additional Fees

Having previously identified the COVID-19 outbreak as an “extraordinary situation” under 37 CFR 1.183, USPTO Director Andrei Iancu is exercising sua sponte authority to implement a COVID-19 prioritized examination pilot program…more

Copyright, Coronavirus/COVID-19, Fast Track Process, Patent Applications, Patents

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AI regulation introduced in Europe - setting the way forward for the rest of the world or slowing down the adoption of new tech?

The EU AI Act, which was passed by the European Parliament on 13 March and is set to become law later this year, will probably be the world’s first legislation to introduce a general regulatory framework for artificial…more

Artificial Intelligence, Cybersecurity, Distributors, EU, Importers

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The Economic Crime (Transparency and Enforcement) Act 2022: New Rules for Overseas Entities Owning Land in the UK

The Economic Crime (Transparency and Enforcement) Act 2022 (“Act”) introduces new measures to tackle illicit wealth in the UK property market. The Act is comprised of three parts and Part 1 of the Act (“Part 1”), which became…more

Anti-Money Laundering, Beneficial Owner, Disclosure Requirements, Financial Crimes, Foreign Entities

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Broad New Washington Privacy Law Requires Immediate Compliance Action

Companies may face class action lawsuits as early as July 2023 based on Washington’s new privacy law. Governor Jay Inslee recently signed House Bill 1155, the WA My Health, My Data Act (“MHMDA” or “the Act”), giving companies…more

Biometric Information, Biometric Information Privacy Act, California Consumer Privacy Act (CCPA), Class Action, Compliance Dates

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The New Face of Fraud: Deepfakes and the Emerging Cyber Threats in Hong Kong

Almost from the very beginning of the internet era, the world has been increasingly afflicted with cyberfraud, exploiting the internet’s potential to enable fraudsters to induce unsuspecting victims to transfer money to overseas…more

Artificial Intelligence, Cyber Attacks, Cyber Crimes, Cyber Threats, Cybersecurity

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McGirt v. Oklahoma

In series of Treaties with the Creek Nation in the 1830s, the United States established a Reservation for the Creeks, covering millions of acres in northeastern Oklahoma, including land on which the City of Tulsa is located. In…more

Criminal Convictions, Disestablishment, Federal Jurisdiction, Federal v State Law Application, Fee Simple

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USICA Passage Suggests Significant Funding Opportunities Across Range of Industries

The United States Innovation and Competition Act (“USICA”) passed the Senate on June 8, 2021. The bill, a rare bipartisan effort, would pour funding into research, design, and manufacturing initiatives in key technological and…more

Biden Administration, Buy America, Colleges, Critical Infrastructure Sectors, Executive Orders

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Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

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What is the CROWN Act, what do I need to know about it, and how should employers prepare for it?

On March 18, 2022, the U.S. House of Representatives passed the Creating a Respectful and Open World for Natural Hair (CROWN) Act by way of a party line vote of 235-189. In general, the federal CROWN Act and similar state acts…more

Civil Rights Act, Employment Discrimination, Hairstyle Discrimination, Proposed Legislation, Race Discrimination

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Supreme Court Upholds Patent Law Precedent

The case of Amgen Inc. v. Sanofi, U.S., No. 21-757 dealt with patent law’s “enablement” requirement. Essentially, the Court affirmed 150 years of precedent requiring the invention to be described “‘in such full, clear, concise,…more

Amgen, Biotechnology, Enablement Inquiries, Inventions, Patent Litigation

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DSU Plans May Run Afoul of U.S. Deferral Election Timing Rules Resulting in Adverse U.S. Tax Treatment

A Canadian company adopting a deferred share unit plan (DSU plan) for its directors must consider U.S. tax implications for U.S. taxpayers. It is important to remember that U.S. citizens and U.S. residents for tax purposes…more

Directors, Filing Requirements, Foreign Corporations, Income Taxes, IRS

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I-140 Revocation by USCIS not Eligible for Federal Court Review

On July 20, 2021, the U.S. Court of Appeals for the D.C. Circuit held that the Immigration and Nationality Act (“INA”) precludes court review of a decision by U.S. Citizenship and Immigration Services (“USCIS”) to revoke a…more

Appeals, Dismissals, Foreign Nationals, Form I-140 Petitions, Immigration and Nationality Act

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Companies Consider Transparent Face Masks as an ADA Accommodation During Pandemic

Lawsuits from the deaf and hard-of-hearing community may require companies to consider new reasonable accommodations during the COVID-19 pandemic, such as transparent face masks for employees and clean writing tools for…more

Americans with Disabilities Act (ADA), Coronavirus/COVID-19, Employer Responsibilities, Masks, Nike

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U.S. Patent Office Announces Deferred Subject Matter Eligibility Response Pilot Program

The United States Patent and Trademark Office (“USPTO”) announced a new pilot program, called the Deferred Subject Matter Eligibility Response Pilot Program (“Pilot Program”), that will allow certain patent applicants to defer…more

Patent Applications, Patent-Eligible Subject Matter, Patents, Time Extensions, USPTO

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Achieving Marketplace Advantage With Targeted Design Rights

Aesthetic appeal often drives commercial success. Faced with endless options, consumers often select products based on look and feel. High-performing, defect-free products are table stakes, and utility patents strongly protect…more

Design Patent, Patent Infringement, Patents, USPTO, Utility Patents

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SEC Approves Nasdaq Board Diversity Listing Rules

On August 6, 2021, the Securities Exchange Commission (the “SEC”) approved Nasdaq Rules 5605(f) and 5606 on board diversity, which are the first of their kind to be implemented on a national scale in the United States. They are…more

Board of Directors, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I), Gender Equity

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The CHIPS and Sciences ACT of 2022 - The Impact on China

The CHIPS and Sciences Act of 2022 (the “Act”) was passed by the U.S. Congress on July 27, 2022 and signed into law by President Biden on August 9 of the same year. The Act is an effort to increase semiconductor manufacturing…more

Biden Administration, China, Federal Funding, Incentives, Manufacturers

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What risks do employers face by excluding coverage for gender affirming care in their health plans?

In recent years, courts have ruled upon a growing number of cases arising from delivery of and payment for gender affirming care. At the same time, state legislatures have passed a variety of laws aimed at such…more

Affordable Care Act, Benefit Plan Sponsors, Biden Administration, Civil Rights Act, DSM

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Hallucinations as Trademark Tarnishment: How Wrong Answers Led to a Lawsuit

ChatGPT took the world by the storm after OpenAI launched it in November 2022 as a general-purpose AI chatbot that could answer questions ranging from the innocuous to the complex. Since then, similar generative AI applications…more

Artificial Intelligence, Dilution, Intellectual Property Protection, Trademark Infringement, Trademark Litigation

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Termination of U.S. LIBOR Tenors Postponed Until June 30, 2023

On November 30, 2020, the ICE Benchmark Administration Limited (commonly referred to as “ICE”) announced its plan to extend the date that most U.S. LIBOR values would cease being computed and announced from December 31, 2021 to…more

Banking Sector, Benchmarks, Federal Reserve, Financial Transactions, ICE Benchmark Administration (IBA)

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Interagency Working Group on Mining Laws, Regulations, and Permitting Release Final Report on Proposed U.S. Mining Reforms on Public Lands

In the Fall of 2023, the Interagency Working Group on Mining Laws, Regulations, and Permitting (“IWG”) released its final report containing recommendations to reform how mining is conducted on public lands (the “Final Report”)…more

Bureau of Land Management, Environmental Impact Report (EIR), Forest Service, Information Reports, Land-Use Permits

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Alaska Legislature Passes Bill Allowing Virtual Shareholder Meetings

Dorsey Assists Alaska Corporations to Hold Annual Virtual and Hybrid Meetings - The Alaska Legislature unanimously passed Senate Bill 24, on March 22, 2021, allowing corporate shareholder meetings and nonprofit member…more

Annual Meeting, Corporate Governance, New Legislation, Shareholder Meetings, Shareholders

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The Advantage of Crossover Refunding of Build America Bonds

Many governmental entities considering an advance refunding of their Build America Bonds (“BABs”) can achieve a better economic result by using a crossover refunding. While an advance “net” refunding typically results in a loss…more

Bonds, Build America Investment Initiative, Debt Restructuring, Escrow Accounts, Government Entities

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Thinking of Listing on the NASDAQ?

The U.S securities market represents one of the largest sources of capital in the world, with a deep pool of liquidity and broad investor base that is not just looking at dividends and value but focused on the growth of…more

Capital Markets, Capital Raising, Capitalization, Initial Public Offering (IPO), Listing Standards

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CARES Act Provides Significant Payroll Tax Relief and Relief for Business Taxpayers and Individuals

The federal Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”), signed into law on March 27, 2020, contains significant (and mostly temporary) changes to federal tax law that provide immediate and…more

CARES Act, Coronavirus/COVID-19, Corporate Taxes, Income Taxes, Payroll Taxes

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Corporate Transparency Act and the Friendly Physician Model

On January 1, 2024, final regulations issued by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) went into effect in order to implement the requirements of the Corporate Transparency Act…more

Beneficial Owner, Corporate Practice of Medicine, Corporate Transparency Act, FinCEN, Securities and Exchange Commission (SEC)

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Insurance Coverage for Costs and Losses Due to the COVID-19 Pandemic: Some Considerations

The novel coronavirus, and the respiratory disease it causes (COVID-19), continue to exact a human toll. As state and national governments fight to mitigate the impact, businesses are also attempting to address the social and…more

Business Closures, Business Continuity Plans, Business Interruption, Civil Authority Coverage, Commercial Insurance Policies

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Preparing for LIBOR Substitution - Commercial and Consumer Lending Considerations

As of December 31, 2021 (the “Effective Date”), the use of LIBOR as an index for commercial and consumer loans will likely cease - which presents lenders and other industry participants with the challenges to address: (a) the…more

Banking Sector, Benchmarks, Consumer Lenders, Derivatives, Financial Services Industry

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Eighth Circuit Analyzes Scope of FCA Liability Under Anti-Kickback Statute

​​​​​​​On July 26, 2022, the Eighth Circuit Court of Appeals issued an opinion interpreting the standard for the causal link the government must show to establish that a “false or fraudulent” claim under the False Claims Act…more

Anti-Kickback Statute, But For Causation, Evidence, False Claims Act (FCA), Federal Contractors

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USPTO Defers Provisional Filing Fees For COVID-19 Technologies, But Beware Of Early Publication

The USPTO has announced yet another COVID-19 pilot program, which began on September 17, 2020. Under this new pilot, the USPTO allows applicants to defer the application fee for any provisional patent application directed to…more

Biologics, Coronavirus/COVID-19, Filing Fees, Investigational New Drug Application (IND), Patent Applications

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How California’s Sweeping New Climate Laws May Impact Your Business

California recently enacted two sweeping and unprecedented laws that will require virtually all large companies who do any amount of business in California in any industry or sector to disclose their direct and indirect…more

CARB, Climate Change, Compliance, Compliance Dates, Corporate Governance

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Increase in HSR Reportability Thresholds and Other HSR Developments

In January 2023, the Federal Trade Commission (FTC) made three important announcements for M&A practitioners. This article summarizes the HSR Act’s requirements and reports on relevant developments in 2022…more

Antitrust Division, Antitrust Provisions, Civil Monetary Penalty, Department of Justice (DOJ), Federal Trade Commission (FTC)

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California Governor Gavin Newsom Signs Update to State’s Pay Transparency Law, Setting Out New Pay Disclosure Requirements

​​​​​​​Governor Newsome has signed S.B. 1162, which requires employers to make salary ranges for positions available to both applicants and employees and expands pay data reporting requirements to better identify gender and…more

Disclosure Requirements, Gender-Based Pay Discrimination, Governor Newsom, Job Ads, New Legislation

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Back to the Future: 2023 Merger Guidelines Reach into History to Support Enlarged Antitrust Enforcement Agenda

On December 18, 2023, the Federal Trade Commission (“FTC”) and Department of Justice (“DOJ”) jointly released their long-anticipated final 2023 Merger Guidelines after a notice and public comment period, during which they…more

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

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OFCCP Requires New Self-ID Form

The Office of Federal Contract Compliance Programs (OFCCP) has issued a new Individuals with Disabilities voluntary self-identification form for use by all federal contractors and subcontractors who are obligated to maintain…more

Affirmative Action, Federal Contractors, OFCCP, Required Forms, Self-Certification

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How bad is bad enough to sue? The U.S. Supreme Court clarifies when a work transfer is “adverse” enough to support a lawsuit under Title VII.

The United States Supreme Court recently clarified the law that applies to federal workplace discrimination claims based on an employee’s allegation that he or she was transferred to a job they didn’t want for a prohibited…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Discrimination

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Emergency Cannabis Small Business Health and Safety Act

On Thursday, April 23, 2020, Representatives Earl Blumenauer (D-OR) and Ed Perlmutter (D-CO) introduced the Emergency Cannabis Small Business Health and Safety Act (the “Act”) in the House. If passed, the Act would allow…more

Cannabis-Related Businesses (CRBs), Economic Injury Disaster Loans, Financial Stimulus, Paycheck Protection Program (PPP), Proposed Legislation

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SEC Releases Long Awaited Rules on Regulation A+

On December 18, the Securities and Exchange Commission released their long-awaited proposed rules on Regulation A+. The proposed rules, which are intended to increase access to the capital markets for smaller issuers, were…more

Blue Sky Laws, JOBS Act, Preemption, Regulation A, Reporting Requirements

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DOJ’s Criminal Division Launches New Self-Disclosure Pilot Program for Individuals

On April 15, 2024, the U.S. Department of Justice (DOJ)’s Criminal Division announced a new pilot program that will allow and encourage individuals involved in specific types of corporate criminal conduct to voluntarily disclose…more

Cooperation, Corporate Misconduct, Department of Justice (DOJ), Federal Pilot Programs, Individual Accountability

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Eight Years Later: “Speculative” and “Straightforward” FCA Allegations Against Walmart Dismissed

Walmart successfully ended eight years of protracted litigation under the False Claims Act (“FCA”) on June 4, 2021, when the Sixth Circuit affirmed dismissal of Medicare and Medicaid fraud allegations against the major…more

Appeals, Dismissals, False Claims Act (FCA), Fraud, Materiality

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Parlez-vous Francais? New Language Requirements in Effect in Québec in June 2025

Established through the Charter of the French Language, French is the official language of the Province of Québec. The Charter applies to businesses located in Québec and to other businesses providing services and selling goods…more

Canada, French Language Requirements, Trademark Registration, Trademarks

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New York City’s Wage Transparency Law Requires Salary Ranges to be included in Job Advertisements

New York City takes another step toward pay equity and transparency by joining a growing number of states throughout the country that have enacted pay transparency laws. New York City employers and their agents will soon be…more

Disclosure Requirements, Hiring & Firing, Job Applicants, Local Ordinance, Minimum Salary

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SEC Approves NASDAQ Rule Requiring Disclosure of “Golden Leash” Arrangements

On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements…more

Board of Directors, Directors, Disclosure Requirements, Final Rules, Golden Leash Arrangements

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2018 Amendments to the Minnesota Business Corporation Act

The Minnesota Legislature has approved, and Governor Mark Dayton has signed, legislation amending the Minnesota Business Corporation Act (MBCA). The amendments go into effect on August 1, 2018 and include authorizations for..…more

Amended Regulation, Corporations Code, Exclusive Forum, Governor Dayton, Mergers

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Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information required…more

Failure To Disclose, Omissions, Regulation S-K, Rule 10b-5, Securities and Exchange Commission (SEC)

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Inevitable Disclosure Theory Helps Plaintiff Overcome Standing Hurdle

Earlier this month, a federal court judge in the United States District Court for the Central District of Illinois denied a defendant’s motion to dismiss a plaintiff’s amended complaint for, among other claims, trade secret…more

Defend Trade Secrets Act (DTSA), Inevitable Disclosure Doctrine, Intellectual Property Protection, Misappropriation, Standing

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Uncertainty Looms: Minneapolis's 2040 Plan Hits (Another) Judicial Roadblock

The month of September was a bad month for the City of Minneapolis’s 2040 Comprehensive Plan (2040 Comp Plan). On September 5, 2023, Minnesota’s Fourth Judicial District (Hennepin County) released a decision temporarily…more

Affordable Housing, Appeals, Department of Economic Development, Environmental Review, General Plan

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D&O Insurance and the Two Words to Fear: Capacity Exclusion

The Delaware Superior Court recently held in Goggin v. National Union Fire Insurance Co. (which you can read here) that private equity sponsors also serving as portfolio company directors may, under certain circumstances, not be…more

Board of Directors, Breach of Duty, Chapter 7, Commercial Bankruptcy, D&O Insurance

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When is Rebranding a $4 Billion Mistake? Time Will Tell With Twitter’s Decline

The small blue bird adorning nearly every company’s social media section. The verbiage “tweet” and “retweet” working their way into the fabric of modern language. The creation of character-limited, short-form posts as a new…more

Brand, Corporate Branding, Hashtags, Lanham Act, Public Communications

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District Court Issues Final Judgment In Action Challenging OCC’s Fintech Charter - Now To The Court of Appeals

On October 21, 2019, the U.S. District Court for the Southern District of New York entered final judgment in Lacewell v. Office of the Comptroller of the Currency, the closely-watched case between the New York DFS and the OCC…more

Administrative Procedure Act, Final Judgment, Financial Regulatory Agencies, FinTech, Fintech Charter

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District Court Issues Final Judgment In Action Challenging OCC’s Fintech Charter - Now To The Court of Appeals

On October 21, 2019, the U.S. District Court for the Southern District of New York entered final judgment in Lacewell v. Office of the Comptroller of the Currency, the closely-watched case between the New York DFS and the OCC…more

Administrative Procedure Act, Final Judgment, Financial Regulatory Agencies, FinTech, Fintech Charter

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The Fundamentals of Shareholder Litigation

Every enterprise, from a large public company to a small private business, needs to be concerned about lawsuits from company’s ultimate owners – the shareholders or other stakeholders. In this episode, Dorsey Partners Kent…more

Shareholders, Small Business

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New U.S. Government Review Process Effective March 22 for Information Communications Technology and Services from China, Russia and Other “Foreign Adversaries”

On January 19, 2021, one day before the transition to the new Biden Administration, the U.S. Department of Commerce published its interim final regulations (“Regulations”) that will allow the United States to review, block,…more

Biden Administration, CFIUS, China, Electronic Communications, Foreign Investment

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SEC Settles Charges with Investment Adviser for Off-Channel Communications Recordkeeping Failures

The SEC recently announced charges against Senvest Management, LLC (“Senvest”), a registered investment adviser with approximately $3 billion in regulatory assets under management, for failures to maintain and preserve certain…more

Electronic Communications, Enforcement Actions, Investment Adviser, Investment Advisers Act of 1940, Registered Investment Advisors

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Bankruptcy Dispute Regarding “Coolcore” Trademark Heats Up in the First Circuit

In December 2015, the TMCA blogged about a decision in In re Tempnology, LLC, in which the Bankruptcy Court for the District of New Hampshire held that a debtor’s rejection of a licensing agreement in bankruptcy terminated the…more

Appeals, Bankruptcy Court, Commercial Bankruptcy, Contract Drafting, Executory Contracts

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The Fundamentals of Shareholder Litigation

Every enterprise, from a large public company to a small private business, needs to be concerned about lawsuits from company’s ultimate owners – the shareholders or other stakeholders. In this episode, Dorsey Partners Kent…more

Shareholders, Small Business

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False Claims Act Settlements and Judgments Near $3 Billion in 2023

The U.S. Department of Justice (DOJ) announced recently that settlements and judgments under the False Claims Act, 31 U.S.C. § 3729, et seq. (FCA) totaled approximately $2.7 billion in FY 2023 (October 1, 2022 – September 30,…more

Civil Investigation Demand, Coronavirus/COVID-19, Cybersecurity, Department of Justice (DOJ), Enforcement Actions

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Minnesota Has Banned Most Non-compete Agreements; It Could Have Been Worse

On May 16 the Minnesota Legislature passed a bill (go to Article 6, page 66) that will ban new non-competition agreements between employers and employees, as well as independent contractors. Governor Walz is expected to sign the…more

Employer Liability Issues, Employment Contract, Governor Walz, Non-Compete Agreements, Pending Legislation

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Dorsey Legal Arcade: Video Game Industry Legal Updates - February 2023

Welcome to Issue 4 of the Dorsey Legal Arcade, our newsletter chronicling legal developments impacting the video game industry. At Dorsey & Whitney LLP, we have a strong international practice and an interest in changes in the…more

Augmented Reality, China, Emerging Technologies, Emerging Technology Companies, eSports

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CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

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What’s New In The Evolving Area Of Pay Equity Requirements?

As we discussed in a prior post, pay equity is a rapidly evolving area of significant import to employers. Women, people of color, and individuals with disabilities continue to earn significantly less than non-Hispanic white men…more

Equal Pay, Hiring & Firing, Job Applicants, New Legislation, Pay Equity Laws

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Alternative Options for Foreign National Employees Not Selected in USCIS’ FY 2025 H-1B Registration Lottery

The H-1B Electronic Registration Selection Process debuted in March 2020 for fiscal year 2021 H-1B cap-subject petitions. The barrier to entry dropped significantly with the introduction of the electronic registration selection…more

Employee Transfers, Foreign Nationals, Foreign Workers, Green Cards, H-1B

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“Is This The Party To Whom I Am Speaking?”: Third Circuit Okays TCPA Suit Against Bank Over Call Meant For Roommate

On March 11, 2005, Bank of America (“BofA”) attempted to call Genevieve Dutriaux at her home where she resided with a roommate, Mark Leyse. Dutriaux was the registered subscriber for the phone number that BofA dialed. The call…more

Appeals, Bank of America, Collateral Estoppel, Standing, TCPA

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China Abolishes Legalization Requirement on Foreign Public Documents and Adopts Apostille

​​​​​​​On March 8, 2023, China acceded to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the “Convention”, also known as the Apostille Convention). On October 23, 2023, the China Ministry…more

Apostille, China, International Harmonization, Public Records

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Changes to Lobbying Disclosure in Minnesota

Effective January 1, 2024, Minnesota’s lobbying and public disclosure law will vastly increase the number of political jurisdictions that trigger disclosure requirements in a manner that will increase the number of persons and…more

Campaign Finance Reform, Disclosure Requirements, Government Agencies, Government Officials, Jurisdiction

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Energy Law: Month in Review - April 2024

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month. Please reach out to any of the authors, listed above, to discuss these issues…more

Department of Energy (DOE), Energy Projects, Energy Sector, Energy Storage, GAO

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TCPA Roundup: A Week of Blockbuster News from the Supreme Court, the Ninth Circuit, the FCC, and a Few District Courts

If you follow daily TCPA news like we do, your head is probably spinning from this week’s developments. We normally digest TCPA developments for our readers in a monthly e-newsletter…more

Advertising, Appeals, Appellate Courts, ATDS, Carlton & Harris Chiropractic Inc v PDR Network LLC

See all updates »

CARES ACT Municipal Liquidity Facility

On April 9 the Federal Reserve announced as part of the CARES Act a short term liquidity facility related to governments and referred to as The Municipal Liquidity Facility (the “MLF”). Authorized under Section 13(3) of the…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Financial Stimulus

See all updates »

HIPAA on the Horizon in the New Year: Important Lessons from an Active 2023 and Regulatory Initiatives to Watch for in 2024

2023 marked 20 years since the first compliance deadline under the Health Insurance Portability and Accountability Act’s (“HIPAA”) privacy rule. Despite the two decades of experience with HIPAA, compliance continues to remain a…more

Business Associates, Compliance, Corrective Action Plans (CAPs), Covered Entities, Cybersecurity

See all updates »

SEC Charges Underwriters with Violations of Rule 15c2-12

​​​​​​​Last week, the SEC entered orders against three underwriters for failing to comply with Securities Exchange Act of 1934 (“Exchange Act”) Rule 15c2-12. These actions serve as a good reminder for compliance checks and…more

Accredited Investors, Compliance, Enforcement Actions, Exempt Transactions, MSRB

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Channel Reinforces that Akorn is the Ceiling not the Floor for MAE Terminations

2018’s landmark decision Akorn, Inc. v. Fresenius Kabi AG marked the first time that the Chancery Court upheld a buyer’s use of a Material Adverse Effect (MAE) clause to terminate a merger agreement. However, the Court’s…more

Contract Negotiations, Contract Termination, Contract Terms, Food and Drug Administration (FDA), Fraud

See all updates »

Transition Service Agreements (TSA): Understanding the Key Considerations

​​​​​​​Often, when a buyer purchases a specific business unit of a company, complexities arise for both buyer and seller as the business unit being sold frequently depends upon several services provided by the seller. At the…more

Acquisitions, Contract Terms, Mergers, Transitional Arrangements

See all updates »

The Special Timing Rule for Taxation of Nonqualified Deferred Compensation

For an employee who is a U.S. taxpayer, both the employer and the employee are liable for a portion of Social Security taxes and Medicare taxes (collectively referred to as “FICA” taxes) on the employee’s compensation…more

Deferred Compensation, Employment Tax, Equity Compensation, FICA Taxes, Income Taxes

See all updates »

The CFPB Says Fees and Fee-Related Disclosures For Payments-By-Phone May Constitute an Unfair and Deceptive Practice and Violate Federal Debt Collection Statutes

In a Compliance Bulletin released July 27, 2017, the Consumer Financial Protection Bureau (CFPB) cautioned covered persons and service providers that fees for pay-by-phone services (called “phone pay fees”) may run afoul of…more

Consumer Financial Contracts, Consumer Financial Protection Bureau (CFPB), Debt Collection, Dodd-Frank, FDCPA

See all updates »

Health Care Discrimination Litigation Gets a New Set of Teeth under the ACA: 2015 Litigation Review and Preview of 2016

Discrimination in health care was prohibited before the Affordable Care Act, but on a limited basis. Protected classes did not include sex; prohibitions excluded private physicians accepting Medicare Part B; and, most…more

Affordable Care Act, Disparate Impact, Disparate Treatment, Health Care Providers, Health Insurance

See all updates »

SBA Clarifies PPP Loans and Bankruptcy

Since the first round of Paycheck Protection Program (PPP) loans, there has been confusion regarding eligibility for businesses or owners associated with bankruptcy. This resulted in substantial litigation between debtors in…more

Bankruptcy Code, Bankruptcy Plans, Chapter 11, Commercial Bankruptcy, Coronavirus/COVID-19

See all updates »

D.C. Circuit Upholds FERC’s Broadview of PURPA

On February 14, 2023, the D.C. Circuit Court of Appeals upheld FERC’s broad definition of qualifying facilities (“QF”) under the Public Utility Regulatory Policies Act of 1978 (“PURPA”). In Broadview Solar, LLC, 174 FERC ¶…more

Capacity Market, Electric Generation Suppliers, Electricity, Energy Sector, FERC

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President’s Program Permitting Deferral of Employees’ 6.2% Social Security Tax for Four Months Presents Complexity and Risk for Employers and Uncertain Benefits for Employees

On August 8, 2020, President Trump signed a Presidential Memorandum entitled “Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster,” effective as of September 1, 2020 (the “Memorandum”). Late…more

CARES Act, Coronavirus/COVID-19, IRS, Payroll Taxes, Presidential Memorandum

See all updates »

Governance and Disclosure Considerations from the SEC’s Climate Change Comment Letters

The SEC’s Division of Corporation Finance has issued a sample comment letter, and sent actual comment letters to a series of public companies, asking for additional Form 10-K disclosure on topics addressed in the SEC’s 2010…more

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

See all updates »

How bad is bad enough to sue? The U.S. Supreme Court clarifies when a work transfer is “adverse” enough to support a lawsuit under Title VII.

The United States Supreme Court recently clarified the law that applies to federal workplace discrimination claims based on an employee’s allegation that he or she was transferred to a job they didn’t want for a prohibited…more

Adverse Employment Action, Civil Rights Act, Employee Transfers, Employer Liability Issues, Employment Discrimination

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The FTC’s New Year’s Resolution for 2023: Healthier Health Claims

Just in time for your health-focused new year’s resolutions, the FTC released an updated guide for marketers: The Health Products Compliance Guidance. This guide last issued in 1998 under a more narrow title, focusing on dietary…more

Advertising, Dietary Supplements, Disclosure Requirements, Endorsements, False Advertising

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Not so Fast in Certifying Class: Supreme Court Holds That Courts Must Consider Generality of Alleged Misstatements in Deciding Whether to Certify Securities Fraud Class

Yesterday, the Supreme Court issued its much-anticipated decision in Goldman Sachs v. Arkansas Teacher Retirement System, Case No. 20-222. But because there was not much “daylight” left between the parties’ arguments by the time…more

Arkansas Teacher Retirement System v Goldman Sachs Group, Basic v Levinson, Burden of Persuasion, Burden of Proof, Certiorari

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DOJ Demonstrates Continued Focus on Opioid Crisis with $600 Million Criminal and Civil Settlement Against Indivior Solutions, Indivior Inc., and Indivior plc

The Department of Justice’s (“DOJ”) most recent settlement with Indivior Solutions, Inc., Indivior Inc., and Indivior plc (together, “Indivior”) demonstrates not only that the DOJ is continuing its pursuit of claims and…more

Civil Monetary Penalty, Controlled Substances, Corporate Counsel, Criminal Prosecution, Department of Justice (DOJ)

See all updates »

Federal Circuit Holds Tribal Immunity Does Not Apply To Inter Partes Review

Last Friday, in an anticipated decision, the U.S. Court of Appeals for the Federal Circuit decided a controversial case regarding the St. Regis Mohawk’s ability assert sovereign immunity in inter partes review proceedings. The…more

Allergan Inc, Appeals, Inter Partes Review (IPR) Proceeding, IP Assignment Agreements, Patent Ownership

See all updates »

As Exempt Salary Thresholds Continue to Increase, What are Best Practices for Employers Deciding to Reclassify Employees as Non-Exempt?

Under the federal Fair Labor Standards Act (FLSA), employees are classified as “exempt” or “non-exempt.” Employers covered under the FLSA must pay non-exempt employees at least the minimum wage for every hour they work and…more

Exempt-Employees, Fair Labor Standards Act (FLSA), Minimum Salary, Minimum Wage, Misclassification

See all updates »

Alice v. CLS Bank Applied Broadly by the Federal Circuit

On Friday, the Federal Circuit released its first opinion citing the Supreme Court’s June 2014 decision in Alice Corp. v. CLS Bank. This opinion is significant because it shows how the Federal Circuit intends to follow the clear…more

Alice Corporation, Bilski, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

See all updates »

SEC Settles Charges with Investment Adviser for Off-Channel Communications Recordkeeping Failures

The SEC recently announced charges against Senvest Management, LLC (“Senvest”), a registered investment adviser with approximately $3 billion in regulatory assets under management, for failures to maintain and preserve certain…more

Electronic Communications, Enforcement Actions, Investment Adviser, Investment Advisers Act of 1940, Registered Investment Advisors

See all updates »

The Locked Box - Unlocked

By now, probably everyone that works in M&A or private equity has heard of the concept of a locked box as an alternative to completion accounts (or, in the U.S., “closing accounts”) on a deal…more

Acquisitions, EU, Locked-Box Deals, Mergers, Private Equity

See all updates »

HIPAA on the Horizon in the New Year: Important Lessons from an Active 2023 and Regulatory Initiatives to Watch for in 2024

2023 marked 20 years since the first compliance deadline under the Health Insurance Portability and Accountability Act’s (“HIPAA”) privacy rule. Despite the two decades of experience with HIPAA, compliance continues to remain a…more

Business Associates, Compliance, Corrective Action Plans (CAPs), Covered Entities, Cybersecurity

See all updates »

New SEC Cybersecurity Disclosure Rules

Canadian issuers that are reporting issuers with the Securities and Exchange Commission should be aware of new rules that impose disclosure requirements regarding cybersecurity risk management, strategy, governance and…more

Annual Reports, Canada, Corporate Governance, Cyber Incident Reporting, Cybersecurity

See all updates »

FinCEN Regulations: BSA’s Revised Beneficial Ownership Requirements

The Financial Crimes Enforcement Network (“FinCEN”) issued final regulations in 2022 to implement the revised “beneficial ownership information” disclosure rules for legal entities (the “Final Rule”) under the Corporate…more

Anti-Money Laundering, Beneficial Owner, Corporate Transparency Act, Final Rules, Financial Crimes

See all updates »

Broad New Washington Privacy Law Requires Immediate Compliance Action

Companies may face class action lawsuits as early as July 2023 based on Washington’s new privacy law. Governor Jay Inslee recently signed House Bill 1155, the WA My Health, My Data Act (“MHMDA” or “the Act”), giving companies…more

Biometric Information, Biometric Information Privacy Act, California Consumer Privacy Act (CCPA), Class Action, Compliance Dates

See all updates »

New Minnesota Health Care Transaction Oversight Law Imposes Additional Requirements on Nonprofit Health Care Entities

On May 26, 2023, the Governor of Minnesota signed into law Minnesota bill HF 402 to increase government oversight of health care transactions that occur in Minnesota or involve Minnesota-based health care entities…more

Asset Transfer, Asset Valuations, Comment Period, Corporate Conversions, Corporate Practice of Medicine

See all updates »

Intellectual Infrastructure: IP 101 for Construction and Design Professionals

From the initial design plans, to the choice and fabrication of materials, to the finished project, there are many components of a construction or infrastructure project that can give rise to intellectual property (“IP”) issues…more

Construction Industry, Construction Project, Copyright, Defend Trade Secrets Act (DTSA), Design Patent

See all updates »

U.S. Piles on Array of New Sanctions Against Russian Military-Industrial and Financial Sectors

On February 23, building mainly upon the broad authority of Executive Order 14024 (“EO 14024”)[1] issued by President Joe Biden in 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S…more

Biden Administration, Bureau of Industry and Security (BIS), Defense Sector, Economic Sanctions, Export Controls

See all updates »

Hell-or-High-Water Clauses in Uncertain Regulatory Times

​​​​​​​In a deal market as uncertain as this one, we have seen transactional lawyers more frequently resorting to pushing what are known as “hell or high water” clauses - clauses that obligate parties to take “any and all…more

Acquisitions, Anthem Insurance, Antitrust Provisions, Breach of Contract, CIGNA

See all updates »

Supreme Court Holds that Pure Omissions are Not Actionable under Rule 10b-5

The Supreme Court recently issued a significant decision regarding the reach of SEC Rule 10b-5. In Macquarie Infrastructure Corp. v. Moab Partners, L.P., the Court addressed whether the failure to disclose information required…more

Failure To Disclose, Omissions, Regulation S-K, Rule 10b-5, Securities and Exchange Commission (SEC)

See all updates »

Transition Service Agreements (TSA): Understanding the Key Considerations

​​​​​​​Often, when a buyer purchases a specific business unit of a company, complexities arise for both buyer and seller as the business unit being sold frequently depends upon several services provided by the seller. At the…more

Acquisitions, Contract Terms, Mergers, Transitional Arrangements

See all updates »

COVID-19 Issues Appearing in Representation and Warranty Insurance Policies

Since the escalation of the COVID-19 pandemic, we’ve seen the emergence of proposed exclusions from coverage in representation and warranty insurance (RWI) policies.  For example, a buy-side policy found in a recently signed…more

Commercial Insurance Policies, Contract Terms, Coronavirus/COVID-19, Policy Exclusions, Representations and Warranties

See all updates »

SBA Issues Updated Application and Posts Initial Guidance for Paycheck Protection Program

We previously published a client alert that the U.S. Small Business Administration (“SBA”) included on its Payroll Protection Program (“PPP”) website a link to a sample borrower application for PPP loans. Late yesterday, SBA…more

CARES Act, Coronavirus/COVID-19, Financial Stimulus, Interim Final Rules (IFR), Paycheck Protection Program (PPP)

See all updates »

Addressing Litigation Risks Unique to the New Realities of Remote Work

In a post-pandemic environment, more people are still working from home than ever before. In this episode, Dorsey Partners Kent Schmidt, Nisha Verma, and Heather Dillion discuss the types of claims they are seeing and issues…more

See all updates »

Bank Regulatory Reform Arrives – Gingerly

On May 24, 2018, President Trump signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”). The bulk of reform in the Reform Act consists of the elimination of many technical and…more

Banking Sector, Capital Requirements, Consumer Financial Products, Deregulation, Dodd-Frank

See all updates »

Thoughts About ESG Investing in Your 401(k) Plan: The Problem Is Choice (Pop Culture Nod to the Matrix)

ESG stands for “environmental, social and corporate governance”. In very broad strokes, ESG consists of criteria used to measure a company’s socially responsible behavior. Although the contours of ESG are still vague, there are…more

401k, Benefit Plan Sponsors, Department of Labor (DOL), Employee Benefits, Employee Retirement Income Security Act (ERISA)

See all updates »

U.S. Piles on Array of New Sanctions Against Russian Military-Industrial and Financial Sectors

On February 23, building mainly upon the broad authority of Executive Order 14024 (“EO 14024”)[1] issued by President Joe Biden in 2021, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S…more

Biden Administration, Bureau of Industry and Security (BIS), Defense Sector, Economic Sanctions, Export Controls

See all updates »

Bankruptcy Automatic Stay: Tribal Sovereign Immunity Abrogated

First Circuit - Coughlin v. Lac Du Flambeau Band of Lake Superior Chippewa Indians - The issue was whether tribal sovereign immunity protected the tribal lender from the automatic stay. On May 6, 2022, the First Circuit held…more

Automatic Stay, Bankruptcy Code, Government Entities, Native American Issues, Sovereign Immunity

See all updates »

Energy Law: Week in Review - March 2024 #2

Welcome to Dorsey’s Energy Law: Week in Review. We provide this update to our clients to identify significant developments from the previous week…more

Climate Change, Electricity, Energy Sector, FERC, Public Utility

See all updates »

Supreme Court to Reconsider the Chevron Doctrine: Does the Bell Toll for Judicial Deference to Administrative Agencies?

Early next year, the Supreme Court will hear oral arguments in a pair of cases, which could overrule the Chevron doctrine and thereby end nearly forty years of judicial deference to federal administrative agencies’…more

Administrative Procedure Act, Biden Administration, Chevron Deference, Chevron v NRDC, Electricity

See all updates »

Emergency Cannabis Small Business Health and Safety Act

On Thursday, April 23, 2020, Representatives Earl Blumenauer (D-OR) and Ed Perlmutter (D-CO) introduced the Emergency Cannabis Small Business Health and Safety Act (the “Act”) in the House. If passed, the Act would allow…more

Cannabis-Related Businesses (CRBs), Economic Injury Disaster Loans, Financial Stimulus, Paycheck Protection Program (PPP), Proposed Legislation

See all updates »

New FTC Position on Debt and HSR Valuation

On August 26, the Federal Trade Commission announced a new position on an important factor in determining whether a transaction must be reported under the Hart-Scott-Rodino Act: whether debt repayment at closing counts in…more

Acquisitions, Consideration, Debt, Department of Justice (DOJ), Enforcement

See all updates »

Supreme Court’s Recent Decision on FCA’s Scienter Standard Potentially Raises Threshold for Government to Establish “Reckless Disregard”

On June 1, 2023, a unanimous Supreme Court decision sought to clarify the meaning of “scienter” in the FCA context, which deals with the defendant’s knowledge (or lack thereof) that a claim for payment was false and intent to…more

Department of Defense (DOD), Drug Pricing, False Claims Act (FCA), Pharmacies, Prescription Drugs

See all updates »

Interagency Working Group on Mining Laws, Regulations, and Permitting Release Final Report on Proposed U.S. Mining Reforms on Public Lands

In the Fall of 2023, the Interagency Working Group on Mining Laws, Regulations, and Permitting (“IWG”) released its final report containing recommendations to reform how mining is conducted on public lands (the “Final Report”)…more

Bureau of Land Management, Environmental Impact Report (EIR), Forest Service, Information Reports, Land-Use Permits

See all updates »

EPA Bans Chrysotile Asbestos in US

On Monday, March 18, 2024, the Environmental Protection Agency (EPA) announced a ban on the use of chrysotile asbestos in the United States, including in products imported into the U.S…more

Asbestos, Biden Administration, Chemicals, Environmental Protection Agency (EPA), National Cancer Moonshot

See all updates »

The Supreme Court Update - April 22, 2024

Today, the Supreme Court of the United States granted certiorari in two cases: Garland v. VanDerStok, No. 23-852: This administrative law and statutory interpretation case concerns the federal government’s ability to…more

Administrative Authority, Attorney's Fees, Certiorari, Civil Rights Act, Firearms

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Supreme Court’s Jack Daniel’s Decision Clarifies that Traditional Trademark Use “Does Not Receive Special First Amendment Protection,” Even When it Has Expressive Message

Humor matters, but it’s not the most important thing when considering a trademark infringement or dilution claim. In a decision with references to The Hangover Part II, Aqua’s song “Barbie Girl” (good luck not getting that stuck…more

Cease and Desist, Dilution, First Amendment, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC

See all updates »

The end of IP in Russia? Urgent, Extended Edition

US and EU Sanctions - IP Engagement Suspended with Russia, Belarus, and Eurasian IP Offices - Four days after the invasion of Ukraine on February 24, 2022, the United States Treasury Department issued Directive 4 under…more

Belarus, Economic Sanctions, EU, European Union Intellectual Property Office (EUIPO), Intellectual Property Protection

See all updates »

Round Three of the PPP - The New Stimulus Bill Amendments

In an effort to achieve an agreement before the expiration of many of the CARES Act1 economic relief measures, on December 21, 2020, the U.S. Congress passed the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues…more

Coronavirus/COVID-19, Financial Stimulus, Loan Forgiveness, New Legislation, Paycheck Protection Program (PPP)

See all updates »

Energy Law: Month in Review - April 2024

Welcome to Dorsey’s Energy Law: Month in Review. We provide this update to our clients to identify significant developments in the previous month. Please reach out to any of the authors, listed above, to discuss these issues…more

Department of Energy (DOE), Energy Projects, Energy Sector, Energy Storage, GAO

See all updates »

FAQs on the SEC's Prescribed Clawback Policy

Earlier this year, in connection with final rulemaking by the Securities and Exchange Commission (the “SEC”), Nasdaq, NYSE and NYSE American proposed listing standards requiring that listed issuers adopt clawback policies to…more

Clawbacks, Disclosure Requirements, Executive Compensation, Incentive Based Contracts, Incentive Compensation

See all updates »

California Governor Gavin Newsom Signs Update to State’s Pay Transparency Law, Setting Out New Pay Disclosure Requirements

​​​​​​​Governor Newsome has signed S.B. 1162, which requires employers to make salary ranges for positions available to both applicants and employees and expands pay data reporting requirements to better identify gender and…more

Disclosure Requirements, Gender-Based Pay Discrimination, Governor Newsom, Job Ads, New Legislation

See all updates »

The New Face of Fraud: Deepfakes and the Emerging Cyber Threats in Hong Kong

Almost from the very beginning of the internet era, the world has been increasingly afflicted with cyberfraud, exploiting the internet’s potential to enable fraudsters to induce unsuspecting victims to transfer money to overseas…more

Artificial Intelligence, Cyber Attacks, Cyber Crimes, Cyber Threats, Cybersecurity

See all updates »

Thinking of Listing on the NASDAQ?

The U.S securities market represents one of the largest sources of capital in the world, with a deep pool of liquidity and broad investor base that is not just looking at dividends and value but focused on the growth of…more

Capital Markets, Capital Raising, Capitalization, Initial Public Offering (IPO), Listing Standards

See all updates »

PRC Companies in International Arbitration (VII): Who shall bear the arbitration costs?

Our previous article raised the issue that costs of commercial arbitration are pretty high in Hong Kong. Then who should bear the costs at the end of the arbitration?…more

Arbitration, Asia, China, Commercial Arbitration, Hong Kong

See all updates »

ESG Funds/Carbon Credit Project Developers: LSE Launches The New Voluntary Carbon Market Designation

On 10 October 2022, the London Stock Exchange (LSE) introduced the Voluntary Carbon Market (VCM) with the aim of promoting transparency and standardising carbon disclosures (a counter to “greenwashing”) and increasing the flow…more

Carbon Off-Set Credits, Climate Change, Disclosure Requirements, Environmental Social & Governance (ESG), Greenwashing

See all updates »

Holding Foreign Companies Accountable Act - The Impact on Chinese Companies Listed on U.S. Stock Exchanges

The Holding Foreign Companies Accountable Act (“HFCAA”)1, in December 2020 passed by the Congress and signed into law by then-president of the United States, Donald J. Trump, is one of the most influential measures in the U.S…more

Capital Markets, China, Foreign Corporations, Foreign Issuers, Holding Foreign Companies Accountable Act (HFCAA)

See all updates »

China Abolishes Legalization Requirement on Foreign Public Documents and Adopts Apostille

​​​​​​​On March 8, 2023, China acceded to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (the “Convention”, also known as the Apostille Convention). On October 23, 2023, the China Ministry…more

Apostille, China, International Harmonization, Public Records

See all updates »

The Name Lives On: the eCommerce Rebirth of Brick and Mortar Brands

The impact of COVID-19 restrictions and precautions, combined with trending consumer preferences to shop online, is fueling bankruptcy filings of well-known brick-and-mortar brands. As customers bid farewell to fond strip mall…more

Brand, Brick-and-Mortar Stores, Commercial Bankruptcy, Copyright, Coronavirus/COVID-19

See all updates »

Uncertainty Looms: Minneapolis's 2040 Plan Hits (Another) Judicial Roadblock

The month of September was a bad month for the City of Minneapolis’s 2040 Comprehensive Plan (2040 Comp Plan). On September 5, 2023, Minnesota’s Fourth Judicial District (Hennepin County) released a decision temporarily…more

Affordable Housing, Appeals, Department of Economic Development, Environmental Review, General Plan

See all updates »

DOJ to Develop New Whistleblower Program to Augment Existing Federal Whistleblower Programs

Last week Deputy Attorney General Lisa Monaco announced that the U.S. Department of Justice (DOJ) will soon begin a pilot program to reward whistleblowers who alert prosecutors to significant corporate misconduct. The goal of…more

CFTC, Compliance, Corporate Crimes, Corporate Misconduct, Department of Justice (DOJ)

See all updates »

The CHIPS and Sciences ACT of 2022 - The Impact on China

The CHIPS and Sciences Act of 2022 (the “Act”) was passed by the U.S. Congress on July 27, 2022 and signed into law by President Biden on August 9 of the same year. The Act is an effort to increase semiconductor manufacturing…more

Biden Administration, China, Federal Funding, Incentives, Manufacturers

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Clarifying “Muddy Waters:” EPA and Army Corps Propose Revisions to the Scope of CWA Jurisdiction

On December 11, 2018, the U.S. Environmental Protection Agency (EPA) and the U.S. Army Corps of Engineers (together, “the agencies”) released their proposal for the controversial and highly litigated definition of “waters of the…more

Clean Water Act, Clean Water Rule, Comment Period, Environmental Protection Agency (EPA), Jurisdiction

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The California Supreme Court (and Court of Appeal) - October 16 - October 20, 2023

The California Court of Appeal, Fourth District, Division One, issued the following decision on October 17, 2023: FCM Investments, LLC v. Grove Pham, LLC, et al., Case No. D080801: Though an agreement to privately arbitrate…more

Arbitration, Arbitration Awards, Arbitrators, CA Supreme Court, Cal Code of Civil Procedure

See all updates »

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Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights 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

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

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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