Dorsey & Whitney LLP

Supreme Court Decides Two First Amendment Cases

Two recent Supreme Court decisions provide timely guidance on the First Amendment implications of publicly displaying the Confederate Flag or other symbols or signage related to protected beliefs. First, in Walker v. Sons of…more

Churches, Content-Neutral, First Amendment, Fourteenth Amendment, Government Speech Doctrine

See All Updates »

A Call to Action: Leading Executives Issue “Commonsense Principles of Corporate Governance”

Citing the importance of publicly owned companies to the U.S. economy, a group of thirteen leading executives issued a set of principles, on July 21, 2016, outlining their vision for the critical elements of good corporate…more

Asset Management, BlackRock, Board of Directors, Corporate Executives, Corporate Governance

See All Updates »

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)

See All Updates »

Court Grants Student Loan Debt Relief to a Graduate of a Non-Accredited Medical School

On April 4, 2016, the U.S. Bankruptcy Court for the Eastern District of New York issued a decision that may significantly change the landscape of student debt relief. In re Decena, No. 15-72903, 2016 WL 1371031 (Bankr. E.D.N.Y…more

Bankruptcy Code, Bankruptcy Court, Chapter 7, Debt Relief, Declaratory Judgments

See All Updates »

NLRB Implements Dramatic Changes to Union Representation Election Procedures

Late last week, the National Labor Relations Board (the “Board”) issued a long-anticipated final rule implementing dramatic changes to the procedures for union representation elections. The so-called “quickie election” or…more

Ambush Election Rules, NLRB, Union Elections, Unions

See All Updates »

Can a shareholder who is unable to rely on the HSR passive investor exemption still file a Schedule 13G? Maybe, says the SEC Staff in new guidance

On July 12, 2016, the US Department of Justice announced a record $11 million fine against an activist investment firm for improperly claiming an exemption from Hart-Scott-Rodino’s notification and waiting period provisions…more

Acquisitions, Beneficial Owner, CDIs, DOJ, Exemptions

See All Updates »

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, SEC, Securities

See All Updates »

State Retirement Plans (2.5 of 3) Carrots instead of Sticks — marketplaces, prototypes and “closed MEPs”

This is Part 2.5 of a 3-part series on state retirement plan legislation. Part 1 was an Overview. Part 2 focused on recent Department of Labor guidance making it easier for states to get a bit heavy-handed by mandating…more

DOL, ERISA, Pensions, Preemption, Retirement Plan

See All Updates »

District Court Grants Motion to Dismiss Relators’ Claims in One of the First Post-Escobar Decisions

The District Court for the Eastern District of Washington recently granted the defendants’ Motion to Dismiss relators’ claims in a consolidated False Claims Act lawsuit against Monaco Enterprises, Inc. (“MEI”). MEI provides…more

Conditions of Payment, False Claims Act (FCA), False Implied Certification Theory, Implied Certification, Material Misrepresentation

See All Updates »

Employer Is Liable under the WLAD for Refusing to Hire a Truck Driver for Taking a Prescribed Narcotic

Just when is an employer required to hire those taking prescription pain medications? In Clipse v. Commercial Driver Services, Inc., the Washington Court of Appeals held that Commercial Driver Services, Inc. was liable under the…more

Appeals, Best Management Practices, Commercial Truck Drivers, Disability Discrimination, Discrimination

See All Updates »

SEC acts against Private Equity Firm for Acting as an Unregistered Broker

On June 1, 2016, the SEC issued a press release that announced a Maryland-based private equity fund advisory firm and its owner have agreed to pay more than $3.1 million to settle charges that they engaged in brokerage activity…more

Broker-Dealer, Enforcement Actions, FINRA, Investment Advisers Act of 1940, Private Equity Funds

See All Updates »

EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies

Historically, due to certain restrictions under US securities laws, equity securities of US companies and other companies that do not qualify as “foreign private issuers” under US securities laws (collectively, “US-Based…more

Electronic Trading, EU, Foreign Private Issuers, London Stock Exchange, Regulation S

See All Updates »

Third Circuit: The Repossession of Your Car as Collateral on a Usurious Loan is Not an FDCPA Violation

The U.S. Court of Appeals for the Third Circuit recently held that a repossession company did not violate the Fair Debt Collection Practices Act (“FDCPA”) when it repossessed the defaulting debtor’s car, even though the loan may…more

Cars, Collateral, Debt Collection, Default, FDCPA

See All Updates »

EPA and Corps Final Clean Water Rule’s Potential Impacts on Farming

The Environmental Protection Agency (“EPA”) and the Army Corps of Engineers (“Corps”) published a final rule on May 27, 2015, that purports to clarify the definition of “waters of the United States” under the Clean Water Act…more

Clean Water Act, EPA, Farms, Federal Jurisdiction, Permits

See All Updates »

Quirky Question #241, Working for Free In Montana At A Start-Up Business

Quirky Question - I was laid off by my Montana employer and I have decided to help my brother with his start up business. I will be a 50% owner but we are not going to take a salary until revenue is substantial. An…more

Startups, Unemployment Benefits, Volunteers

See All Updates »

SEC Issues Proposed Rules for Director, Officer and Employee Hedging Disclosures

On February 9, the Securities and Exchange Commission proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of a…more

Annual Meeting, Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements

See All Updates »

Passive Trademark Licensor Held Not Liable for Product Defect

Can merely licensing a trademark result in strict liability for injuries resulting from a product bearing the trademark? A decision earlier this month says no…more

Corporate Counsel, IP License, License Agreements, Popular, Product Defects

See All Updates »

Another New Day in Cuba: The Obama Administration Further Loosens U.S. Sanctions

On March 16, 2016, the Obama Administration further loosened sanctions on Cuba in accordance with President Obama’s policy previously announced on December 17, 2014, and partially implemented thus far, to engage and empower the…more

Banking Sector, BIS, Cuba, Cuban Assets Control Regulations (CACR), EAR

See All Updates »

Efaxers Beware! FCC Finds Efaxes Subject to Consumer Protections of TCPA and JFPA

The Federal Communications Commission (“FCC” or “Commission”) has released a declaratory ruling holding that a type of fax that contains unsolicited advertisements – an “efax” – is subject to the consumer protections of the…more

Advertising, Faxes, FCC, Popular, TCPA

See All Updates »

Quirky Question #288: Zika in the Workplace?

Question: We have been flooded with coverage of Zika, from the Rio Olympics to the recent travel restrictions in Miami As an employer, I want to be prepared and proactive to protect my employees, but I am also concerned…more

Best Management Practices, CDC, FMLA, Human Resources Professionals, OSHA

See All Updates »

Important Changes Under MN Data Practices Act for Public/Private Contracts for Government Functions

On May 29, 2014, the Minnesota governor signed into law Senate File 1770, which makes a company’s or private individual’s records subject to Minnesota public records law – the Minnesota Government Data Practices Act – when the…more

Contractors, Data Protection, Personally Identifiable Information

See All Updates »

UK Litigation in a Post Brexit World

As in so many other areas, the effect of the decision to leave the European Union in the referendum on 23 June 2016 on litigation in England and Wales in still highly uncertain. There are a number of issues that the UK…more

Choice-of-Law, Contract Interpretation, Corporate Counsel, Debt Collection, EU

See All Updates »

Another New Day in Cuba: The Obama Administration Further Loosens U.S. Sanctions

On March 16, 2016, the Obama Administration further loosened sanctions on Cuba in accordance with President Obama’s policy previously announced on December 17, 2014, and partially implemented thus far, to engage and empower the…more

Banking Sector, BIS, Cuba, Cuban Assets Control Regulations (CACR), EAR

See All Updates »

Senate Finance Committee Explores Revisions to Stark Law

At a July 12, 2016 hearing entitled “Examining the Stark Law: Current Issues and Opportunities,” members of the U.S. Senate Finance Committee expressed openness to potentially significant amendments to the Stark Law aimed at…more

Congressional Investigations & Hearings, False Claims Act (FCA), Health Care Providers, Medicare, Physician Compensation Arrangements

See All Updates »

Understanding the SEC’s Proposed New Mining Disclosure Rules: Questions and Answers

On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s…more

Canada, Comment Period, Corporate Counsel, CRIRSCO, Disclosure Requirements

See All Updates »

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, SEC, Securities

See All Updates »

Supreme Court Asked To Clarify Application of Rule 9(b) in FCA Cases

On September 21, 2015, counsel for AT&T, Inc., and other telecommunications providers asked the U.S. Supreme Court to resolve a circuit split over what relators asserting FCA claims must do to meet Federal Rule of Civil…more

AT&T, False Claims Act (FCA), Federal Pleading Requirements, FRCP 9(b), Lifeline Program

See All Updates »

CMS Issues Proposed Rule Addressing Off-Campus Outpatient Departments

The Centers for Medicare and Medicaid Services (CMS) published its 2017 Medicare Outpatient Prospective Payment System (OPPS) proposed rule on July 14, 2016 (the Proposed Rule). In part, the Proposed Rule addresses CMS’s…more

Alternative Payment Models (APM), Bipartisan Budget Act, CMS, Comment Period, Health Care Providers

See All Updates »

Dorsey Anti-Corruption Digest - April 2016

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. In this digest, we draw together news of enforcement activity throughout the world and aim to reduce your information overload. Our London, Minneapolis, New York…more

Alstom, Anti-Corruption, Avon, Brazil, Bribery

See All Updates »

PRINCE Act Shelved by Minnesota Legislator

Last week we reported on the right of publicity bill being considered by the Minnesota legislature in light of the passing of musical icon, Prince. As reported by the Minneapolis Star Tribune on May 18, 2016, State…more

Legislative Agendas, Prince, Proposed Legislation, Right of Publicity, State Legislatures

See All Updates »

USPTO Issues Second Round of Proposed Changes to the Rules of Practice Before the Patent Trial and Appeal Board

The America Invents Act (AIA) was enacted into law on September 16, 2011. A major provision of the AIA provided for a number of post grant proceedings to be heard by the rebranded Patent Trial and Appeal Board (PTAB)…more

America Invents Act, Covered Business Method Proceedings, Inter Partes Review Proceedings, Patent Trial and Appeal Board, Patents

See All Updates »

Quirky Question #282: A Briefing on the Brexit

Question: How will the UK’s “Brexit” vote on withdrawing from the EU affect the way we employ people in our UK subsidiary? Answer: A vote to “Leave” is unlikely to bring significant change to UK employment law in the short…more

Collective Bargaining, Equal Pay, EU, Holiday Pay, Maternity Leave

See All Updates »

US Companies Face Increasing Privacy Challenges in Europe

In two independent and much-anticipated events, separate EU entities took actions which will continue to complicate the ability of US companies to do business in Europe. Privacy Shield Provisions Found Lacking by Working…more

Article 29 Working Party (WP29), Consent, EU, EU-US Privacy Shield, General Data Protection Regulation (GDPR)

See All Updates »

Hong Kong Securities Laws Violations: SFC’s Case Against Moody’s – Part 2

On March 31, 2016, the Securities and Futures Appeals Tribunal (“SFAT”) upheld the disciplinary action of the SFC against Moody’s. This landmark decision is the first of its kind, as a disciplinary action brought by the…more

Credit Rating Agencies, Due Diligence, Enforcement Actions, Fines, Hong Kong

See All Updates »

Extended BE-10 Filing Deadline Fast Approaching

U.S. Persons Owning Non-U.S. Businesses Should Request a Filing Extension Now and Submit Form BE-10 by August 31, 2015, In Order to Avoid Penalties. The Bureau of Economic Analysis (BEA), an agency of the U.S. Department of…more

BEA, Form BE-10

See All Updates »

Listing Indian Companies on the Hong Kong Stock Exchange

India is now included as an “acceptable jurisdiction” by The Stock Exchange of Hong Kong Limited (the “HKEx”). The HKEx also published a new “Country Guide – India” (the “India Guide”) relating to India-incorporated issuers. …more

China, Corporate Issuers, Financial Reporting, Foreign Investment, Global Depositary Receipts (GDRs)

See All Updates »

New OSHA Rule Effective Next Month – Are Your Drug-Testing Policies Placing You At Risk?

Certain provisions of the Occupational Safety and Health Administration’s (“OSHA’s”) new reporting Rule, which go into effect on August 10, 2016, implicate employers’ post-injury and post-accident drug-testing policies. As the…more

DOL, Drug Testing, Employer Liability Issues, Final Rules, OSHA

See All Updates »

Public–Private Partnerships Core Toll Concessions Contract Guide

On September 10, 2014, the Federal Highway Administration (“FHWA”) published its final Model Public – Private Partnerships Core Toll Concessions Contract Guide (“Guide”) presenting key concepts for the structuring and…more

Contracting Procedures, Federal Contractors, Federal Highway Administration, Highways, Infrastructure

See All Updates »

Brexit – Real Estate Update

In the run-up to the referendum, many of the headlines focused on the economy and immigration. Little was made of the real estate market, which is surprising given that it is reported to be worth nearly £7 trillion; account for…more

Bank of England, Commercial Real Estate Market, EU, Free Movement, Land Developers

See All Updates »

Campaign IP Violations Part 3 – Huckabee’s Campaign Pays Up

In December, we told you about Mike Huckabee’s campaign getting sued for copyright infringement for using “Eye of the Tiger” without permission at a rally supporting Kim Davis, the Tennessee clerk that refused to issue marriage…more

Campaign Finance Reform, Campaign Funds, Copyright Infringement, Disclosure Requirements, Fair Use

See All Updates »

#ThatPostCouldCauseALegalRoast (Are you using Instagram content illegally… without even knowing it?)

Love it or hate it, Instagram is coming to dominate the world of advertising. During Super Bowl 50, 38 million people reportedly made 155 million Super Bowl-related interactions on Instagram…more

Class Action, Consent, Copyright Infringement, Fair Use, Instagram

See All Updates »

Federal Circuit Confirms The Use Of Broadest Reasonable Interpretation In Inter Partes Review

Since going into effect on September 16, 2012, inter partes review (IPR) has become a widely-used mechanism for challenging the validity of patents. One reason for the popularity of IPR could be that the U.S. Patent and…more

Broadest Reasonable Interpretation Standard, Claim Construction, Cuozzo Speed Technologies, Inter Partes Review Proceedings, Patent Trial and Appeal Board

See All Updates »

Six Important Things for Telecommunications Providers to Know When Filing the 2015 FCC Form 499-A

It’s that time again. Spring is in the air, the birds are chirping, the days are longer, and telecommunications providers are required to complete their FCC Forms 499-A, reporting historical revenues for calendar year 2014. Like…more

FCC, Filing Requirements, Telecommunications

See All Updates »

Mobile apps face new controls in China

The circumstances surrounding the replacement of Lu Wei as head of the Cyberspace Administration of China in June remain difficult to discern, but the politics surrounding its leadership seem not to have deflected the CAC from…more

China, Cybersecurity, Mobile Apps, New Regulations, Popular

See All Updates »

Federal Circuit Confirms The Use Of Broadest Reasonable Interpretation In Inter Partes Review

Since going into effect on September 16, 2012, inter partes review (IPR) has become a widely-used mechanism for challenging the validity of patents. One reason for the popularity of IPR could be that the U.S. Patent and…more

Broadest Reasonable Interpretation Standard, Claim Construction, Cuozzo Speed Technologies, Inter Partes Review Proceedings, Patent Trial and Appeal Board

See All Updates »

DuPont Appeal May Clarify What Constitutes a Reverse False Claim “Obligation”

On January 20, a federal district court in Louisiana certified for appeal its 2014 ruling denying defendant DuPont’s motion for summary judgment, thereby permitting DuPont to seek appellate review of the district court’s ruling…more

Appeals, DuPont, False Claims Act (FCA), Reverse False Claims, Toxic Substances Control Act (TSCA)

See All Updates »

Build America Transportation Investment Center

On July 17, President Barack Obama announced the launch of the Build America Investment Initiative. The initiative includes a host of measures to increase infrastructure investment and economic growth, including the formation of…more

Barack Obama, Build America Investment Initiative, Department of Transportation (DOT), Economic Development, Federal Funding

See All Updates »

DOJ Settles “First of its Kind” FCA Suit Involving Retention of Overpayments

On August 3, the Department of Justice announced the first False Claims Act settlement of a case involving a health-care provider’s alleged failure to investigate, identify and refund overpayments from government programs,…more

DOJ, False Claims Act (FCA), Health Care Providers, Medicaid, Medicare

See All Updates »

Quirky Question #288: Zika in the Workplace?

Question: We have been flooded with coverage of Zika, from the Rio Olympics to the recent travel restrictions in Miami As an employer, I want to be prepared and proactive to protect my employees, but I am also concerned…more

Best Management Practices, CDC, FMLA, Human Resources Professionals, OSHA

See All Updates »

CMS Proposes Significant Revisions to Stark Law

In its CY 2016 physician fee schedule proposed rule, the Centers for Medicare and Medicaid Services (“CMS”) proposes significant amendments and clarifications to the federal physician self-referral regulations, commonly known as…more

CMS, Comment Period, Healthcare, Hospitals, Physician Fee Schedule

See All Updates »

Hulk-Sized Damages in Sex Tape Privacy and Publicity Case

In 2006, Terry Gene Bollea, better known as “Hulk Hogan,” had sex with his best friend’s wife, Heather Clem. Apparently unbeknownst to either of them, his best friend Todd Alan Clem, now legally known as “Bubba the Love…more

Compensatory Damages, Ethics, First Amendment, Free Speech, Gawker

See All Updates »

Eleventh Circuit Holds that Borrower’s TILA Claims Are Subject to Agreement’s Forum Selection Clause

The Eleventh Circuit Court of Appeals recently held that a borrower’s Truth-in-Lending-Act (“TILA”) claim fell within the scope of a loan agreement’s forum selection clause. Stiles v. Bankers Healthcare Grp., Inc., ___ Fed…more

Default, Dismissals, Forum Selection Clause, Loan Agreements, Truth in Lending Act (TILA)

See All Updates »

Pharmaceutical Manufacturer’s Possible Settlement Shows Long-Arm of FCA

On Tuesday, August 2, 2016, pharmaceutical and biotech company Shire PLC filed a Form 8-K announcing a possible resolution to an ongoing FCA investigation into the sales and marketing tactics of Shire’s “Dermagraft” skin…more

DOJ, Enforcement Actions, False Claims Act (FCA), Form 8-K, Pharmaceutical Industry

See All Updates »

Wednesday Benefits Developments – Cadillac Tax, Fiduciary Rule, ACA Reporting & More

Interest rates going up? Easy call. But what about those benefits developments from Wednesday? There’s plenty to digest over the last few weeks in December. Here’s a sampling of what we found interesting…more

Affordable Care Act, Cadillac Tax, Davis-Bacon Act, Disabled, ERISA

See All Updates »

Sample ADA Notice for Wellness Programs

The EEOC has published a sample notice intended to help employers comply with the notice requirement under the new Americans with Disabilities Act (ADA) final rule (published on May 17, 2016). The final rule requires employers…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Final Rules

See All Updates »

Understanding the SEC’s Proposed New Mining Disclosure Rules: Questions and Answers

On June 16, 2016, the SEC proposed a major overhaul of the disclosure requirements for companies that are engaged in material mining operations, including royalty companies. The proposed rules would replace the SEC’s…more

Canada, Comment Period, Corporate Counsel, CRIRSCO, Disclosure Requirements

See All Updates »

Another New Day in Cuba: The Obama Administration Further Loosens U.S. Sanctions

On March 16, 2016, the Obama Administration further loosened sanctions on Cuba in accordance with President Obama’s policy previously announced on December 17, 2014, and partially implemented thus far, to engage and empower the…more

Banking Sector, BIS, Cuba, Cuban Assets Control Regulations (CACR), EAR

See All Updates »

NLRB: Unions may organize permanent and temporary workers without employers' consent

In a decision that will affect staffing companies and the employers that use them, the National Labor Relations Board (“NLRB”) has smoothed the path for unions that seek to organize and represent permanent and temporary…more

Collective Bargaining, Employer Liability Issues, Joint Employers, NLRB, Staffing Agencies

See All Updates »

The Supreme Court - June 2016 #8

The Supreme Court granted certiorari in eight cases last week: Bank of America Corp. v. Miami, No. 15-1111; Wells Fargo & Co. v. Miami, 15-1112: (1) Whether the term “aggrieved” in the Fair Housing Act imposes a…more

ADA, Article III, Bank of America v Miami, Certiorari, Czyzewski v Jevic Holding Corp

See All Updates »

The Law on Tribal Court Jurisdiction over Non-Members Stands with Supreme Court’s Tied Vote in Dollar General Corp. v. Mississippi Band of Choctaw Indians

John Doe, a teenage member of the Mississippi Band of Choctaw Indians, was working as an intern at a Dollar General store on the Tribe’s Reservation when he was sexually molested by the manager of the store. Doe sued Dollar…more

Dollar General Co v Mississippi Band of Choctaw Indians, Jurisdiction, Negligent Hiring, Negligent Supervision, SCOTUS

See All Updates »

Franchisors May Be Liable to Franchisees’ Employees Under Recent State Cases

As noted in our first blog, the National Labor Relations Board (NLRB) has recently identified temporary service workers, outsourced and subcontracted services, and franchising as target areas for an expanded joint employer…more

Franchise Agreements, Franchisee, Franchisors, Joint Employers, NLRB

See All Updates »

Texas Diagnostic Imaging Service Settles FCA Allegations for $3.5 Million; Whistle-Blower to Receive $596,700

A recent settlement illustrates the substantial recovery available to whistle-blowers under the FCA’s qui tam provisions. Those provisions allow a qui tam plaintiff to receive typically between 15 percent and 25 percent of the…more

False Claims Act (FCA), Medicaid, Medicare, Qui Tam, Settlement

See All Updates »

Brand Names as False Advertising and Other Lessons on Comparative Product Testing

In theory, a product brand name can communicate a false advertising message, but it doesn’t happen often in practice. Such an instance was found to have occurred according to a recent decision by the National Advertising…more

Advertising Substantiation, Bias, Brand, Comparative Advertising, False Advertising

See All Updates »

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 of Significant Control (PSC Register), Registration Requirement

See All Updates »

Eleventh Circuit Holds that Borrower’s TILA Claims Are Subject to Agreement’s Forum Selection Clause

The Eleventh Circuit Court of Appeals recently held that a borrower’s Truth-in-Lending-Act (“TILA”) claim fell within the scope of a loan agreement’s forum selection clause. Stiles v. Bankers Healthcare Grp., Inc., ___ Fed…more

Default, Dismissals, Forum Selection Clause, Loan Agreements, Truth in Lending Act (TILA)

See All Updates »

Ed Sheeran Gears up to “Get it On” in Another Copyright Lawsuit

English pop musician Ed Sheeran once again finds himself in the crosshairs of a high-profile copyright infringement lawsuit, this time in the Southern District of New York over alleged similarities between his smash hit…more

Copyright Infringement, Music, Popular, Song Lyrics

See All Updates »

Is the New York Road Runners Club Running a Sweepstakes or an Illegal Lottery?

Is the New York City Marathon running an illegal lottery? According to a class action complaint filed in the Southern District of New York last week, the answer is “yes”…more

Class Action, Illegal Gambling, Lottery, Sweepstakes

See All Updates »

Fighting Cyberflight of Domain Names: ICANN Seeks Enforcement of New UDRP Rules

In what appears to be a first, the Internet Corporation for Assigned Names and Numbers (“ICANN”), the organization responsible for maintenance of domain names and IP addresses, has sent a notice of non-compliance to a registrar,…more

Domain Names, Enforcement, ICANN, New Regulations, Trademarks

See All Updates »

CMS Issues Proposed Rule Addressing Off-Campus Outpatient Departments

The Centers for Medicare and Medicaid Services (CMS) published its 2017 Medicare Outpatient Prospective Payment System (OPPS) proposed rule on July 14, 2016 (the Proposed Rule). In part, the Proposed Rule addresses CMS’s…more

Alternative Payment Models (APM), Bipartisan Budget Act, CMS, Comment Period, Health Care Providers

See All Updates »

Washington State’s Cooperative Law Overhauled Effective January 1, 2016

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a set…more

Corporate Governance, Corporations Code, Foreign Entities, Limited Liability Partnerships, Limited Partnerships

See All Updates »

IRS Notice 2016-4 — ACA Reporting Extension for Forms 1094 & 1095

IRS Notice 2016-4 makes for some happy reading. (IRS Notice 2016-4) - Background. All Applicable Large Employers (those with 50 or more full time equivalent employees) must report on Form 1095 whether they offered…more

Affordable Care Act, COBRA, Form 1094, Form 1095, IRS

See All Updates »

Lumentum Holdings, Inc. v. Capella Photonics, Inc., Case IPR2015-00739 (Mar. 4, 2016) (Paper 38)

Takeaway: - The statutory provision that sets forth the requirement to identify all real parties-in-interest in an IPR petition, 35 U.S.C. §312(a)(2), is not jurisdictional in nature. Failing to comply with this…more

Inter Partes Review Proceedings, Jurisdiction, Patent Litigation, Patent Trial and Appeal Board, Patents

See All Updates »

A Close to Open Internet Challenges?

In a major victory for the Federal Communications Commission (“FCC” or “Commission”) a three-judge panel of the United States Court of Appeals for the District of Columbia (“DC Circuit”) upheld the Commission’s 2015 Open…more

Broadband, Common Carriers, Communications Act of 1934, FCC, First Amendment

See All Updates »

Dorsey Anti-Corruption Digest - April 2016

Welcome to Dorsey & Whitney’s monthly Anti-Corruption Digest. In this digest, we draw together news of enforcement activity throughout the world and aim to reduce your information overload. Our London, Minneapolis, New York…more

Alstom, Anti-Corruption, Avon, Brazil, Bribery

See All Updates »

Another Shoe Drops: More Changes to the U.S. Cuban Sanctions from the White House

On January 25, the Obama Administration made concurrent announcements about its evolving posture on the Cuban sanctions. On that date, the Office of Foreign Assets Control (OFAC) released more changes to the Cuban Assets…more

Cuba, Cuban Assets Control Regulations (CACR), EAR, Embargo, Exports

See All Updates »

EU Securities – Proposed Settlement System to Facilitate London Listings of US Companies

Historically, due to certain restrictions under US securities laws, equity securities of US companies and other companies that do not qualify as “foreign private issuers” under US securities laws (collectively, “US-Based…more

Electronic Trading, EU, Foreign Private Issuers, London Stock Exchange, Regulation S

See All Updates »

Update on China’s New Restrictions on Internet Content

Apple’s iTunes and Disney’s DisneyLife websites have reportedly become early targets of China’s internet regulators who are beginning to enforce new rules restricting the publication of online content. The new rules, the Online…more

Apple, China, Corporate Counsel, Disney, Foreign Corporations

See All Updates »

How does Utah’s New Noncompete Law Affect You?

Utah employers should update their form noncompete agreements to ensure they comply with the state’s new Post-Employment Restrictions Act. Employers of all sizes are subject to the Act, which was adopted by the Utah legislature…more

Attorney's Fees, Consideration, Good Faith, New Legislation, Non-Compete Agreements

See All Updates »

SEC acts against Private Equity Firm for Acting as an Unregistered Broker

On June 1, 2016, the SEC issued a press release that announced a Maryland-based private equity fund advisory firm and its owner have agreed to pay more than $3.1 million to settle charges that they engaged in brokerage activity…more

Broker-Dealer, Enforcement Actions, FINRA, Investment Advisers Act of 1940, Private Equity Funds

See All Updates »

EU-US Data Transfer Privacy Shield: Political Agreement Achieved Regarding “Safe Harbor 2.0”

Significant uncertainty and concern regarding US companies’ ability to process and use personal data received from the EU has loomed since the October 2015 decision by Europe’s highest court invalidating the EU-US Safe Harbor. …more

Article 29 Working Party (WP29), Binding Corporate Rules, Data Protection Authority, EU, EU-US Privacy Shield

See All Updates »

Security Interest v. License Agreement: Low Tech Precautions for the High Tech Investment

In this exciting age of startups, the market is brimming with opportunities for individuals and entities alike to invest in emerging companies. Today’s rapid rate of technology development justifies investors’ eagerness to take…more

Chapter 11, Chapter 7, Commercial Bankruptcy, Counterparties, Debtors-in-Possession

See All Updates »

Utah Unemployment Law Update - Part 2

In this Issue: - Mobile Phone / Driving Laws - Unemployment Benefits - Facts - Procedural History - The Law - Court of Appeals Decision - Takeaway - Wrongful Termination - Religious…more

Appeals, Distracted Driving, Employer Liability Issues, Hiring & Firing, Mobile Devices

See All Updates »

Who is a Mortgage Broker? Just Ask the Fed.

The United States Court of Appeals for the Second Circuit recently affirmed a magistrate judge’s decision in the District Court for the Eastern District of New York to dismiss a complaint brought under the Truth in Lending Act…more

Appeals, Disclosure Requirements, HOEPA, Mortgage Brokers, Mortgage Lenders

See All Updates »

Missed Calls Don’t Cut It: Injury in Fact is Required for Each Call and Must Be Traceable to the Use of an ATDS

In the latest dismissal of a TCPA case for lack of Article III standing, a District Court in California held that a plaintiff does not suffer an injury in fact from calls she did not hear, calls she heard but did not answer, and…more

Article III, Creditors, Dismissals, Injury-in-Fact, Robocalling

See All Updates »

Washington Employers, Be Careful When Demanding Arbitration Agreements from Current Employees

Yesterday, in case called Mayne v. Monaco Enterprises, Inc., a Washington Appellate Court struck down an arbitration clause because the employee faced immediate termination if he did not sign. The employee in this case had…more

Adverse Employment Action, Appeals, Arbitration, Arbitration Agreements, Consideration

See All Updates »

Sample ADA Notice for Wellness Programs

The EEOC has published a sample notice intended to help employers comply with the notice requirement under the new Americans with Disabilities Act (ADA) final rule (published on May 17, 2016). The final rule requires employers…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Final Rules

See All Updates »

SEC Settles With 71 Municipal Issuers

The Commission’s Municipalities Continuing Disclosure Cooperation Initiative has been a significant success. Under the Initiative the agency has filed settled enforcement actions against firm’s representing 96% of the market…more

Enforcement Actions, Municipal Bonds, Municipal Securities Issuers, Municipalities, SEC

See All Updates »

Supreme Court Will Decide Whether to Relax the Standard for Award of Enhanced Patent Damages

The U.S. Supreme Court announced last week that it will decide two cases concerning the issue of when district courts may award enhanced damages to patentees upon a finding of infringement. Stryker Corp. v. Zimmer, U.S., No…more

Attorney's Fees, Bad Faith, Brooks Furniture, Enhanced Penalties, Evidence

See All Updates »

International Transactions May Escape German Merger Control Even if Statutory Control Thresholds Are Exceeded - New FCO German Guidelines

In many countries turnover tests triggering merger control can be overly far-reaching and cover transactions that are “entirely foreign” and do not have any appreciable effect in the country concerned. Newly issued German…more

European Merger Control Regulation, Germany, Notice Requirements

See All Updates »

DOJ, SEC Change “Cooperation Credit” Process, Add Resources to Fight Corruption

During recent speeches Deputy Attorney General Sally Yates and SEC Enforcement Division head Andrew Ceresney announced changes to the processes the DOJ and the SEC will use to decide if a company will receive “cooperation…more

Compliance, Cooperation Initiative, DOJ, FCPA, SEC

See All Updates »

D.C. Circuit Upholds Public-Disclosure-Bar Dismissal Based On Information Posted to Websites

Last week, the U.S. Court of Appeals for the D.C. Circuit upheld a district court’s dismissal of a qui tam action under the oft-litigated, “public disclosure bar,” where the transactions that gave rise to an inference of fraud…more

Army, Corporate Counsel, False Claims Act (FCA), Jurisdiction, Original Source

See All Updates »

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

See All Updates »

CFPB Unveils Outline for Sweeping Changes to Debt Collection Industry Practice

The Consumer Financial Protection Bureau (“CFPB”) revealed yesterday its proposal to overhaul debt collection industry practices through tighter regulations, including limits on the frequency of consumer contact and ensuring…more

CFPB, Consumer Lenders, Debt Collection, FDCPA, Proposed Regulation

See All Updates »

DOL Issues Guidance Reminding Employers That “Most Workers Are Employees”

On July 15, 2015, the U.S. Department of Labor (“DOL”) issued an important Administrator’s Interpretation discussing the misclassification of employees as independent contractors. Many companies engage independent contractors,…more

Best Management Practices, DOL, Employer Liability Issues, FLSA, Independent Contractors

See All Updates »

Proposed Federal Breach Notification Law: Panacea Or Flash in the Pan?

The Obama Administration has just released the proposed text of the Personal Data Notification & Protection Act as the latest step in its uniform federal breach notification initiative. Similar legislative efforts in the past…more

Barack Obama, Breach Notification Rule, Corporate Counsel, Personally Identifiable Information, Proposed Legislation

See All Updates »

Ninth Circuit holds that Fannie Mae and Freddie Mac are not officers, employees, or agents of the United States under 31 U.S.C. § 3729(b)(2)(A)(i) of the False Claims Act

On February 22, the Ninth Circuit affirmed the dismissal of an FCA claim brought by relators alleging that various lenders and loan servicers made false certifications to Fannie Mae and Freddie Mac, concluding that claims…more

Dismissals, False Claims Act (FCA), Fannie Mae, FHFA, Freddie Mac

See All Updates »

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, SEC

See All Updates »

The Supreme Court Emerges From Its Carbon Freeze on Design Patents

When we last left our story, Jedi combatants Apple and Samsung were circling the Supreme Court imploring it to review their dispute involving design patents—an area of the law that the Court has not touched in over a century. …more

Amicus Briefs, Apple, Apple v Samsung, Calculation of Damages, Certiorari

See All Updates »

EHR ROI: Meaningful Use and Leveraging Your Electronic Health Record

Meaningful Use (MU) is again at the forefront of many hospital leaders’ minds, as the Centers for Medicare and Medicaid Services (CMS) released a proposed rule in early April that aligns Stage 1 and Stage 2 incentives and sets…more

CMS, EHR, HITECH, Meaningful Use

See All Updates »

Ultramercial: Software Patent Invalidated After Application of Alice, Patent Eligibility Becoming Threshold Question for Litigation

The Federal Circuit recently applied Alice Corp. v. CLS Bank to invalidate all claims of a patented method for advertising over the Internet in Ultramercial, Inc. v. Hulu, LLC (Fed. Cir. November 14, 2014). Like the Supreme…more

CLS Bank v Alice Corp, Online Advertisements, Patent Litigation, Patent-Eligible Subject Matter, Patents

See All Updates »

Preparing for the 2015 Proxy Season

Similar to last year, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with…more

Bylaws, Corporate Governance, Equity Compensation, Executive Compensation, Glass Lewis

See All Updates »

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, SEC

See All Updates »

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

See All Updates »

Minnesota Amends Trust Instruction Procedure Statute

The 2015 Minnesota Legislature adopted, and Governor Dayton signed into law, a revised Minnesota Trust Code, which will go into effect on January 1, 2016. The Minnesota Trust Code, Chapter 501C, is the first major revision of…more

Amended Legislation, Governor Dayton, Personal Jurisdiction, Securitization, Uniform Trust Code

See All Updates »

The Impact of Rejection on Trademark Licensees’ Rights in Bankruptcy: the Latest Decision on an Issue that Has Courts Divided

A decision by the Bankruptcy Court for the District of New Hampshire is the latest of a handful of cases in the past few years to weigh in on a circuit split as to whether a licensor of trademark rights can fully terminate a…more

Appeals, Bankruptcy Code, Commercial Bankruptcy, IP License, Trademarks

See All Updates »

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

See All Updates »

New York High Court Holds Business Judgment Rule May Apply to Going-Private Mergers

On May 5, 2016, the New York Court of Appeals in Matter of Kenneth Cole Productions, Inc., Shareholder Litigation, 2016 WL 2350133 (N.Y. May 5, 2016) (Matter of Kenneth Cole), adopted the approach of the Supreme Court of…more

Business Judgment Rule, Buyouts, Class Action, Going-Private Transactions, Kenneth Cole

See All Updates »

EEOC Revises Plan Aimed to Identify Unequal Pay

The U.S. Equal Employment Opportunity Commission (“EEOC”) has released a new proposal that, if adopted, would require larger employers and federal contractors to report payroll data for all workers to the federal government…more

EEO-1, Federal Contractors, Pay Discrimination, Payroll Records, Reporting Requirements

See All Updates »

Second Circuit Rules Unintended UCC Termination Statement Was Authorized

When terminating a financing statement, it is necessary to be certain that other financing statements are not unintentionally released, according to an opinion last week of the Second Circuit Court of Appeals. The effect of not…more

Commercial Bankruptcy, General Motors, Lenders, Perfected Security Interest, Secured Debt

See All Updates »

2016 Proxy Season Review: Shareholder Proposals

With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the company…more

No-Action Relief, Proxy Access, Proxy Season, SEC, Shareholder Activism

See All Updates »

Avatar Wins Against Another Copyright Owner… in an Unusual Manner

A recent decision from the California Court of Appeal, Fourth Appellate District, ended the hopes and dreams of a copyright owner from receiving a share of the $2.8 billion earned by James Cameron’s Avatar film. In this…more

Anti-SLAPP, Attorney's Fees, Avatar, Breach of Contract, Copyright Infringement

See All Updates »

U.S. Tax Implications of Offshore Migration of Intellectual Property

Challenges of Transferring IP Offshore - What constitutes intellectual property (“IP”) has long been a contested issue in tax practice, but generally includes intangible assets as wide-ranging as patents, copyrights,…more

Exceptions, Foreign Subsidiaries, Intra-Group Transactions, IRS, Patents

See All Updates »

The Supreme Court Narrowly Defines an ERISA Plan’s Right to Subrogation in Montanile v. Board of Trustees of Nat. Elevator Industry Health

Most ERISA group health plans have subrogation terms – that is, terms allowing the plan to recover benefits paid to injured participants who later recover a tort settlement for their injuries. These subrogation claims are…more

Benefit Plan Reimbursements, Equitable Relief, Equitable Subrogation, ERISA, Health and Welfare Plans

See All Updates »

SEC Issues Final Rule for Pay Ratio Disclosure

On August 5, 2015, the Securities and Exchange Commission (the “SEC”) approved its final rule subjecting most public companies to the so-called “Pay Ratio Disclosure” mandated by the Dodd-Frank Wall Street Reform and Consumer…more

Disclosure Requirements, Executive Compensation, Final Rules, Pay Ratio, Publicly-Traded Companies

See All Updates »

Comic-Con, Costumes, and Copyright Concerns

Get ready, nerds! This summer’s Comic-Con season is almost upon us and your costume is not going to make itself. But before you squeeze into your tights and cape, do you need to worry about copyright infringement? This blog…more

Certiorari, Cheerleaders, Comics, Copyright, Copyright Infringement

See All Updates »

CEO of World Trade Center contractor found guilty of fraud by misstating compliance with Port Authority’s minority- and women-owned business programs

Public entities at the Federal, state, and local levels set aside contracting opportunities, provide preferential price treatment, or otherwise grant favorable treatment to contractors (1) owned by veterans, women, minorities,…more

CEOs, Compliance, Construction Contracts, Criminal Liability, Fraud

See All Updates »

TUPE – What Will The 2014 Changes Bring?

Following a 2-year consultation process, legislation comes into force on 31 January 2014 to amend ‘TUPE’, the Transfer of Undertakings (Protection of Employment) Regulations 2006. The 2006 TUPE regulations provide for the…more

Employee Rights, TUPE, UK

See All Updates »

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

See All Updates »

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

See All Updates »

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity…more

Board of Directors, CalPERS, Corporate Governance, Directors, Glass Lewis

See All Updates »

Oracle vs. Google: More Than Just Coffee

Java – what does it mean to you? If you are like me, it’s your favorite morning beverage. It’s also an island in Indonesia that you hope to visit someday on a dive trip. If you are the owner of an Android smartphone, Java may…more

Affirmative Defense, APIs, Copyright Infringement, Fair Use, Google

See All Updates »

The Long and Winding Road of the Clean Power Plan Litigation

The Clean Power Plan (CPP) is without a doubt one of the most complex and controversial regulatory undertakings in the EPA’s history, so much so that it was challenged in court – twice – before it was even published in the…more

Clean Power Plan, EPA, Greenhouse Gas Emissions, Justice Scalia, Michigan v. EPA

See All Updates »

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

See All Updates »

A Close to Open Internet Challenges?

In a major victory for the Federal Communications Commission (“FCC” or “Commission”) a three-judge panel of the United States Court of Appeals for the District of Columbia (“DC Circuit”) upheld the Commission’s 2015 Open…more

Broadband, Common Carriers, Communications Act of 1934, FCC, First Amendment

See All Updates »

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)

See All Updates »

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

See All Updates »

Gossip Cop Gets Cuffed For Copyright Infringement

The U.S. District Court for the Southern District of New York recently found that Gossip Cop, a website that rates celebrity gossip on a scale of “real” to “rumor,” infringed the copyrights in three photographs of famous…more

Copyright Infringement, Fair Use, Photographs, Transformativeness

See All Updates »

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

Overview - The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance…more

Disclosure Requirements, FASB, Fixing America’s Surface Transportation Act (FAST Act), GAAP, IFRS

See All Updates »

United States Patent and Trademark Office issues guidance in the wake of Myriad and Prometheus decisions

On March 4th, the United States Patent and Trademark Office issued formal guidelines for the determination of patent-eligible subject matter in the wake of two recent U.S. Supreme Court cases: Association for Molecular Pathology…more

AMP v Myriad, Mayo v. Prometheus, Patent-Eligible Subject Matter, Pharmaceutical Industry, USPTO

See All Updates »

DOJ Intervenes In FCA Suit Against Subcontractor That Allegedly Failed to Comply With Specifications

A recently unsealed False Claims Act case in Maine alleges a roof contractor knowingly failed to use materials that complied with the prime contracts for renovation of government buildings. According to the complaint filed by…more

Construction Project, False Claims Act (FCA), Federal Contractors, subcon, U.S. Navy

See All Updates »

California Proposition 65 Update – A New Judicial Interpretation for the Defense of Proposition 65 Claims

In 1986, Californian’s adopted Proposition 65 (Prop 65). The law was intended to act as a labeling law to require a clear and reasonable warning to consumers about the presence of State-listed chemicals in consumer products at…more

Beech-Nut, Children's Products, Proposition 65, Toxic Chemicals, Warning Labels

See All Updates »

Reducing the risk for Property Professionals of money laundering in UK real estate

Scale of money laundering in UK real estate - Transparency International UK, the anti-corruption organisation, highlighted the risk of money laundering in the high-end UK real estate market in its report published last…more

Anti-Corruption, Anti-Money Laundering, Commercial Real Estate Market, Offshore Companies, Real Estate Market

See All Updates »

How and Why Your Team Is Everything (And Other Essentials for Startup Success...)

The multi-faceted answer to our question: over the years working with entrepreneurs and inventors, what have you seen as an essential attribute to startup success?…more

Legal Perspectives, Startups

See All Updates »

FASB’s Current Expected Credit Loss Proposal - Capital Recapture Considerations for Loan Documents

This eUpdate addresses a concern regarding the impact on bank capital of the FASB’s “Proposed Accounting Standards Update, Financial Instruments—Credit Losses (Subtopic 825-15)” (the “Proposal”), should it be adopted. …more

Banking Sector, Borrowers, Commercial Loans, FASB, GAAP

See All Updates »

Washington State’s Cooperative Law Overhauled Effective January 1, 2016

For the first time in years, Washington’s cooperative statutes have been given a facelift. Effective January 1, 2016 (except certain provisions affecting Limited Liability Companies (LLCs)), Washington state has created a set…more

Corporate Governance, Corporations Code, Foreign Entities, Limited Liability Partnerships, Limited Partnerships

See All Updates »

Dancing Baby Waltzes Up to The Biggest Dance Floor in the Land

It’s not every day that SCOTUS is asked to review a case involving a video of a dancing baby. But that’s what happened late last week when the lawyers for Stephanie Lenz asked the Court to review the 9th Circuit’s decision in…more

Copyright Infringement, DMCA, Fair Use, First Impression, Takedown Notices

See All Updates »

New ISS FAQs Issued for 2016

Companies that are gearing up for the 2016 proxy season will have the benefit of three sets of frequently asked questions released by Institutional Shareholder Services (ISS) on December 18, 2015 – one on proxy voting policies…more

Corporate Governance, Executive Compensation, Incentive Compensation, ISS, Proxy Season

See All Updates »

Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights

Correction of Errors before Year End Could Avoid Costly 409A Penalties - Sometimes overlooked is the fact that many employment, severance and change-of-control agreements are subject to U.S. Internal Revenue Code Section…more

Change of Control, Deferred Compensation, Directors, Foreign Corporations, Foreign Entities

See All Updates »

CEO of World Trade Center contractor found guilty of fraud by misstating compliance with Port Authority’s minority- and women-owned business programs

Public entities at the Federal, state, and local levels set aside contracting opportunities, provide preferential price treatment, or otherwise grant favorable treatment to contractors (1) owned by veterans, women, minorities,…more

CEOs, Compliance, Construction Contracts, Criminal Liability, Fraud

See All Updates »

Second Circuit Eases Tension Between U.S. Discovery Requirements and EU Privacy Laws

Microsoft scored an important victory when the Second Circuit ruled that the government is not authorized to issue warrants for customer data stored overseas. In re Warrant to Search a Certain E-mail Account Controlled &…more

Cloud Computing, Criminal Investigations, Data Storage Providers, Discovery, Email

See All Updates »

Quirky Question #279: Concerted Activity in 140 Characters or Less

Question: I am a manager in a medium-sized retailer that has locations and employees in 16 states. The company maintains a social media policy, which was recently updated…more

ALJ, Chipotle Grill, Discipline, Facebook, NLRA

See All Updates »

Director Cybersecurity Risk Oversight and Actions

This article begins by providing an overview of the duty of directors to oversee risk, including cybersecurity risk, in the cyberattack context and then outlines actions that board of directors are taking as reported by surveys,…more

Board of Directors, Cyber Attacks, Cybersecurity, Data Breach Plans, DE Supreme Court

See All Updates »

Dorsey’s TCPA Team Earns First-of-Its-Kind Order Staying Individual TCPA Case Pending D.C. Circuit’s Ruling on Consolidated Appeal of the FCC’s 2015 Omnibus Order

On June 14, 2016, Dorsey’s Telephone Consumer Protection Act (“TCPA”) litigation team secured a stay in an individual TCPA case in the Northern District of Georgia pending the D.C. Circuit’s decision in ACA Int’l, et al. v. Fed…more

ATDS, FCC, Order to Stay, Prior Express Consent, TCPA

See All Updates »

In the Weeds Between Federal and State Law: Brand Name for Legal Marijuana Sales Denied Federal Registration

In a precedential opinion, the Trademark Trial and Appeal Board (TTAB) affirmed a USPTO refusal to register the trademark HERBAL ACCESS on the basis the use of the mark in commerce was unlawful under the Controlled Substances…more

Brand, Controlled Substances Act, Intellectual Property Protection, Marijuana Related Businesses, Medical Marijuana

See All Updates »

Does This Year’s Nobel Prize in Economics Suggest Any Lessons Regarding the Regulation of the Consumer Finance Industry?

On Monday October 12, 2015, Professor Angus Deaton won the Nobel Memorial Prize in Economic Science. Professor Deaton’s work focuses in part on consumer behavior, and, more specifically, on techniques used by researchers for…more

CFPB, Data Collection, Financial Services Industry, Mandatory Arbitration Clauses, Scientific Research

See All Updates »

China Supreme Court Has Spoken: Long Anticipated Decision on OEMs and Trademark Use

China has been the factory of the world for the past few decades. Countless foreign brand owners have taken advantage of the low-cost manufacturing environment and have flocked to the middle kingdom to source their goods – many…more

Brand, China, Exports, Intellectual Property Protection, International Trademark Protection

See All Updates »

Can an Enforcement Standard be Discerned from the SFC’s Case Against Moody’s?

The hearings have recently concluded in Moody’s appeal of the November 24, 2014 decision of Hong Kong Securities and Futures Commission (the “SFC”) to fine Moody’s HK$23 million for its release of a report applying a “red flag”…more

Credit Rating Agencies, Due Diligence, Emerging Markets, Enforcement Actions, Fairness Standard

See All Updates »

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

See All Updates »

Ground-Breaking Delaware Opinion: Books and Records include Electronic Documents Subject to Inspection and to be Incorporated in any Resulting Action

On February 2, 2016, Vice Chancellor Laster of the Delaware Chancery Court ordered a tailored production of the electronic and other documents identified by the plaintiff, Amalgamated Bank, in its demand for inspection of…more

Books & Records, Breach of Duty, Corporate Counsel, Document Productions, Executive Compensation

See All Updates »

A Close to Open Internet Challenges?

In a major victory for the Federal Communications Commission (“FCC” or “Commission”) a three-judge panel of the United States Court of Appeals for the District of Columbia (“DC Circuit”) upheld the Commission’s 2015 Open…more

Broadband, Common Carriers, Communications Act of 1934, FCC, First Amendment

See All Updates »

China-Hong Kong Connect: An Interconnected World

In November 2014, the Shanghai-Hong Kong Stock Connect (the ‘‘Shanghai Train’’), a pilot program for establishing mutual stock market access between mainland China and Hong Kong, was officially launched. The new cross-border…more

China, Commodities, Derivatives, Foreign Investment, HKEx

See All Updates »

CFPB Supervisory Highlights – January 2016 to April 2016

On June 30, 2016, the Consumer Financial Protection Bureau (“CFPB”) released the twelfth edition of its Supervisory Highlights report (“Report”), which focused on supervision work completed between January and April 2016. The…more

Automotive Loans, CFPB, Citibank, Civil Monetary Penalty, Corrective Actions

See All Updates »

Drilling Down: Court Invalidates Design Patent on Wellbore Centralizer Due to Lack of Ornamentality

In an unusual patent claim construction order on March 2nd, a federal district court held a design patent invalid for functionality. This is a relatively rare outcome because claim construction in design patent cases is often…more

Apple v Samsung, Claim Construction, Design Patent, Inherently Distinctive, Likelihood of Confusion

See All Updates »

IPOs and IPAs: Ballast Point Transaction Illustrates Benefits of a Dual-Track Approach

The menu for craft breweries raising capital and looking for investor liquidity now includes another viable alternative – public offerings. With the filing of public offering documents by Ballast Point Brewing & Spirits and the…more

Acquisitions, Beer, Business Valuations, Capital Raising, Dual Track Process

See All Updates »

Paid Family Leave and $15 Minimum Wage Coming to New York

New York has enacted legislation that, over the next several years, will phase in 12 weeks of paid family leave for all employees, as well as a $15 minimum wage in New York City and other parts of New York State. The paid…more

Disability Benefits, FMLA, Minimum Wage, New Legislation, Paid Family Leave Law

See All Updates »

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

See All Updates »

EPA and Corps Final Clean Water Rule’s Potential Impacts on Farming

The Environmental Protection Agency (“EPA”) and the Army Corps of Engineers (“Corps”) published a final rule on May 27, 2015, that purports to clarify the definition of “waters of the United States” under the Clean Water Act…more

Clean Water Act, EPA, Farms, Federal Jurisdiction, Permits

See All Updates »

Public–Private Partnerships Core Toll Concessions Contract Guide

On September 10, 2014, the Federal Highway Administration (“FHWA”) published its final Model Public – Private Partnerships Core Toll Concessions Contract Guide (“Guide”) presenting key concepts for the structuring and…more

Contracting Procedures, Federal Contractors, Federal Highway Administration, Highways, Infrastructure

See All Updates »

Hart-Scott-Rodino Premerger Reporting Thresholds Increase

On January 26, the Federal Trade Commission published the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Interlocking Directorate, Pre-Merger Filing Requirements

See All Updates »

Question #275: Can We Take A Stand On Employees Sitting?

Question: Some of our retail company’s employees in California are demanding chairs to sit in while they work. Management thinks it appears unprofessional to have workers sitting, but I hear the employees might have a legal…more

Banks, CA Supreme Court, Class Action, CVS, Employer Liability Issues

See All Updates »

The Amended PRC Company Law - More Flexibility in Establishing Companies (But With Conditions)

The new PRC Company Law, which took effect on March 1, 2014, overhauled long-standing registered capital requirements and streamlined the process of setting up companies in China. It simplified the requirements and process for…more

Amended Regulation, Business Formation, China, Free Trade Zone, PRC Labor Contract Laws

See All Updates »

Court Grants Student Loan Debt Relief to a Graduate of a Non-Accredited Medical School

On April 4, 2016, the U.S. Bankruptcy Court for the Eastern District of New York issued a decision that may significantly change the landscape of student debt relief. In re Decena, No. 15-72903, 2016 WL 1371031 (Bankr. E.D.N.Y…more

Bankruptcy Code, Bankruptcy Court, Chapter 7, Debt Relief, Declaratory Judgments

See All Updates »

Federal Circuit Holds District Court Abstractness Analysis Too Abstract for Alice under 35 USC § 101

Clients in the software space now have stronger arguments for subject matter eligibility, following the Federal Circuit decision in Enfish LLC v. Microsoft Corp. (May 12, 2016). The decision also touches on novelty,…more

Abstract Ideas, CLS Bank v Alice Corp, Guidance Update, Microsoft, Patent Invalidity

See All Updates »

The Supreme Court Once Again Visits The Employer Stock Dispute — Amgen, Inc. v. Harris

Background — fiduciary obligations vs. ERISA’s specific nod to employer stock. Courts have long struggled to determine how to reconcile ERISA’s rules explicitly allowing participants in defined contribution plans to invest in…more

Amgen v Harris, ERISA, ESOP, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer

See All Updates »

The New AML Regulations and Their Impact on Banks—Increased Compliance for Lending Transactions with Legal Entities

On May 11, 2016, FinCEN published in the Federal Register its long-awaited anti-money laundering (“AML”) rules (the “Final Rules”) governing corporate entities doing business with banks and other financial institutions that are…more

Anti-Money Laundering, Banking Sector, Beneficial Owner, Covered Financial Institutions, Customer Due Diligence (CDD)

See All Updates »

SEC Fines KBR $130,000 for Using Employee Confidentiality Agreement that Violates Dodd-Frank Whistleblower Protections

The Securities and Exchange Commission (“SEC”) has brought its first-ever enforcement action against a company for using language in confidentiality agreements that prohibits employees from speaking with the SEC without prior…more

Confidentiality Agreements, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root), SEC

See All Updates »

FDA Seems Ready to Weigh In on “Natural” Food Labeling

In 1960, Judge Friendly famously began an opinion by asking, “What is chicken?” Today, the question is, “What is ‘natural’?” Courts today are filled with cases claiming that foods labeled as “natural” are misleading…more

Biotechnology, FDA, Food Labeling, GMO, Natural Products

See All Updates »

Wellness Watch: Guidance Is (Almost) Here

In December 2014, we highlighted the challenges that employers have been facing in ensuring that their wellness programs are not in violation of the Americans with Disabilities Act (ADA), the Genetic Information…more

ADA, Affordable Care Act, DOL, EEOC, Employer Group Health Plans

See All Updates »

Delaware Rapid Arbitration Act

On April 2, 2015, Delaware Governor Jack Markell signed legislation enacting the Delaware Rapid Arbitration Act (“DRAA”) which became effective on May 2, 2015. 10 Del. C. § 5801, et seq. On June 17, 2015, the Delaware Supreme…more

Arbitration, Delaware Rapid Arbitration Act

See All Updates »

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, SEC, Securities

See All Updates »

Quirky Question #286: Best Practices on Restroom Access and Terminology for Transgender Employees

Question: There has been a lot of news coverage lately on restroom policies related to transgender employees. Can you provide some guidance on how to structure our restroom-use policies to be both lawful and respectful of all…more

Anti-Discrimination Policies, EEOC, Employee Restrooms, Employer Liability Issues, Gender Identity

See All Updates »

2016 Amendments to the Delaware General Corporation Law

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the…more

Amended Legislation, Appraisal Rights, Board of Directors, Certificates of Incorporation, De Minimis Claims

See All Updates »

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

See All Updates »

Federal Civil Penalties Going Up, Way Up

The United States Department of Justice (“DOJ”) published an Interim Final Rule on June 30th nearly doubling the per-claim civil penalties for violations of a number of laws, including the False Claims Act (FCA), the Program…more

Anti-Kickback Statute, Bipartisan Budget, Civil Monetary Penalty, Comment Period, Corporate Counsel

See All Updates »

SEC Staff Issues Economic Analysis Related to the Proposed Pay Ratio Rule

On June 4, 2015, the SEC staff issued an economic analysis related to its proposed pay ratio rule. This economic analysis, conducted by the SEC’s Division of Economic and Risk Analysis, looks at the potential effects on the pay…more

Executive Compensation, Item 402, Pay Ratio, Regulation S-K, SEC

See All Updates »

Second Circuit Eases Tension Between U.S. Discovery Requirements and EU Privacy Laws

Microsoft scored an important victory when the Second Circuit ruled that the government is not authorized to issue warrants for customer data stored overseas. In re Warrant to Search a Certain E-mail Account Controlled &…more

Cloud Computing, Criminal Investigations, Data Storage Providers, Discovery, Email

See All Updates »

Delaware Rapid Arbitration Act

On April 2, 2015, Delaware Governor Jack Markell signed legislation enacting the Delaware Rapid Arbitration Act (“DRAA”) which became effective on May 2, 2015. 10 Del. C. § 5801, et seq. On June 17, 2015, the Delaware Supreme…more

Arbitration, Delaware Rapid Arbitration Act

See All Updates »

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, SEC, Securities

See All Updates »

Recent Developments in China Bond Markets

Tapping the Euromarkets - A number of Chinese issuers have issued bonds in the European debt markets recently. To date in 2015, more than ten Chinese companies have issued in excess of €9 billion of Euro-denominated bonds,…more

Banks, Bonds, China, Corporate Bonds, Debt Market

See All Updates »

All That Glitters is Not Gold For Led Zeppelin’s Claim For Attorneys’ Fees

Legendary rockers Jimmy Page and Robert Plant are probably still flying high over their defense verdict earlier this summer in the “Stairway to Heaven” copyright infringement trial. They may be slightly coming down, though,…more

Attorney's Fees, Copyright Infringement, Kirtsaeng v. John Wiley & Sons, Led Zeppelin, Music

See All Updates »

Proposed Changes to Employment-based Immigration Regulations

At the end of last year, the Department of Homeland Security proposed amendments (published 12/31/2015) to its regulations pertaining to employment-based immigrant (permanent) and nonimmigrant (temporary) visa programs, and…more

Adjustment of Status, DHS, Employment Authorization Documents (EAD), H-1B, Proposed Amendments

See All Updates »

Can an Enforcement Standard be Discerned from the SFC’s Case Against Moody’s?

The hearings have recently concluded in Moody’s appeal of the November 24, 2014 decision of Hong Kong Securities and Futures Commission (the “SFC”) to fine Moody’s HK$23 million for its release of a report applying a “red flag”…more

Credit Rating Agencies, Due Diligence, Emerging Markets, Enforcement Actions, Fairness Standard

See All Updates »

Construction Subcontractor Settles FCA Allegations for $2.8 Million

A recent settlement illustrates the broad reach of the FCA and the substantial liability that “mere retention” of an overpayment can impose on contractors several steps removed from a government contract. The dispute involved…more

Construction Contracts, Energy Projects, False Claims Act (FCA), Federal Contractors, Neither Admit Nor Deny Settlements

See All Updates »

CFPB Supervisory Highlights – January 2016 to April 2016

On June 30, 2016, the Consumer Financial Protection Bureau (“CFPB”) released the twelfth edition of its Supervisory Highlights report (“Report”), which focused on supervision work completed between January and April 2016. The…more

Automotive Loans, CFPB, Citibank, Civil Monetary Penalty, Corrective Actions

See All Updates »

Iowa Supreme Court: So-Called “Shuttle Diplomacy” May Violate Open Meeting Law

This is the first part in a three part series exploring important changes to Iowa’s open meeting law. Iowa’s open meeting law seeks to ensure that the basis and reasoning for governmental decisions are easily accessible to…more

Agents, Board of Directors, Government Entities, IA Supreme Court, Open Meetings Act

See All Updates »

Minneapolis Sick and Safe Time Ordinance Compliance Guide

On May 27, 2016, the Minneapolis City Council passed its long awaited Sick and Safe Time Ordinance, requiring most employers with employees working in the City of Minneapolis to provide paid sick/safe time to those employees…more

Employee Rights, Local Ordinance, New Legislation, Notice Requirements, Paid Leave

See All Updates »

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

See All Updates »

Problems With the CFPB’s Argument: An Analysis of the D.C. Circuit Oral Arguments on Statute of Limitations

What began as a challenge to the Consumer Financial Protection Bureau’s (“CFPB”) $109 million enforcement ruling against the mortgage company PHH Corp. (“PHH”) for alleged violations of the Real Estate Settlement Procedures Act…more

Administrative Proceedings, CFPA, CFPB, Corporate Counsel, Enforcement Actions

See All Updates »

Is Music Sampling Back En Vogue?

The mere mention of Madonna conjures many images and associations: feminism, reinvention, Kabbala, the cone bra, and her many memorable performances. But today we have yet another thing to associate with the Material Girl: an…more

Copyright Infringement, Copyright Litigation, De Minimus Quantity Exemption, Digital Sampling, Madonna

See All Updates »

Iowa Supreme Court: So-Called “Shuttle Diplomacy” May Violate Open Meeting Law

This is the first part in a three part series exploring important changes to Iowa’s open meeting law. Iowa’s open meeting law seeks to ensure that the basis and reasoning for governmental decisions are easily accessible to…more

Agents, Board of Directors, Government Entities, IA Supreme Court, Open Meetings Act

See All Updates »

Originality in Remastering: CBS Secures Victory in War Over Rights to Play Oldies

CBS recently secured a potential landmark victory that could benefit radio stations, streaming services, and satellite radio providers—many of whom have been mired in litigation for years with owners of sound recordings of…more

CBS, Copyright, Copyright Infringement, Derivative Works, Music Industry

See All Updates »

Implied Certification, Escobar, and the Impact on Healthcare Providers

On June 16, 2016, the Supreme Court issued a unanimous decision in Universal Health Services, Inc. v. United States ex rel. Escobar upholding the “implied certification” theory of liability under the False Claims Act (“FCA”) but…more

Conditions of Payment, False Claims Act (FCA), False Implied Certification Theory, Federal Contractors, Health Care Providers

See All Updates »

Patent for Technology that “Revolutionized Prenatal Care” Nonetheless Invalid as Patent Ineligible

The Federal Circuit Friday held in Ariosa Diagnostics, Inc. v. Sequenom, Inc. that Sequenom’s patent directed toward its MaterniT21 test—involving methods of detecting and using cell-free fetal DNA— was invalid for lack of…more

Biotechnology, Diagnostic Method, Diagnostic Tests, DNA, Patent-Eligible Subject Matter

See All Updates »

The 2016 EU Data Protection Legislation

In April 2016, the European Union adopted new legislation on data protection. The part relevant to private enterprises (EU Regulation 2016/679) is known as the General Data Protection Regulation or “GDPR.” The GDPR is subject to…more

Data Controller, Data Processors, EU, EU Data Protection Laws, EU-US Privacy Shield

See All Updates »

Organic Internet Growth: New .ORGANIC Domain Names Launch

If an organic standards body has approved you or your product, you are likely eligible to register an .organic domain name. Interested brand owners should apply as soon as possible and before the sunrise period closes on…more

Domain Names, Farms, Food Manufacturers, gTLD, Internet Retailers

See All Updates »

SEC Proposes Amendments to Update and Simplify Disclosure Requirements

Overview - The Securities and Exchange Commission (the “SEC”) recently announced proposed amendments in order to update and simplify its disclosure requirements. The proposed amendments are intended to simplify compliance…more

Disclosure Requirements, FASB, Fixing America’s Surface Transportation Act (FAST Act), GAAP, IFRS

See All Updates »

Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia: Permanent Court of Arbitration Tribunal Publishes Redacted Version of Award on Jurisdiction and Admissibility

The Permanent Court of Arbitration (“PCA”) has just released the full award of the Tribunal in Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia, which was rendered in late 2015. We previously published an…more

Australia, Bilateral Investment Treaties, Declaratory Relief, Good Faith, Hong Kong

See All Updates »

What You Need to Know about CFPB’s Proposal to Ban Mandatory Arbitration Clauses in Financial Contracts

On May 5, 2016, the Consumer Financial Protection Bureau (the “CFPB”) published in the Federal Register its 376-page proposed rule to limit the use of mandatory arbitration clauses in certain financial contracts. The proposal…more

AT&T Mobility v Concepcion, CFPB, Class Action Arbitration Waivers, Comment Period, Consumer Financial Contracts

See All Updates »

The Law on Tribal Court Jurisdiction over Non-Members Stands with Supreme Court’s Tied Vote in Dollar General Corp. v. Mississippi Band of Choctaw Indians

John Doe, a teenage member of the Mississippi Band of Choctaw Indians, was working as an intern at a Dollar General store on the Tribe’s Reservation when he was sexually molested by the manager of the store. Doe sued Dollar…more

Dollar General Co v Mississippi Band of Choctaw Indians, Jurisdiction, Negligent Hiring, Negligent Supervision, SCOTUS

See All Updates »

Lumentum Holdings, Inc. v. Capella Photonics, Inc., Case IPR2015-00739 (Mar. 4, 2016) (Paper 38)

Takeaway: - The statutory provision that sets forth the requirement to identify all real parties-in-interest in an IPR petition, 35 U.S.C. §312(a)(2), is not jurisdictional in nature. Failing to comply with this…more

Inter Partes Review Proceedings, Jurisdiction, Patent Litigation, Patent Trial and Appeal Board, Patents

See All Updates »

Now’s the Time to Review Compensation Arrangements Relating to Unvested Rights

Correction of Errors before Year End Could Avoid Costly 409A Penalties - Sometimes overlooked is the fact that many employment, severance and change-of-control agreements are subject to U.S. Internal Revenue Code Section…more

Change of Control, Deferred Compensation, Directors, Foreign Corporations, Foreign Entities

See All Updates »

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

See All Updates »

Utah Legislature Expands Antidiscrimination Laws to Address LGBT and Religious Rights

Last night, the Utah House passed landmark legislation (the "Act") already approved by the Senate that modifies Utah's antidiscrimination and fair housing acts to provide protection for lesbian, gay, bisexual, and transgender…more

Adverse Employment Action, Anti-Discrimination Policies, Boy Scouts, Employee Handbooks, Employer Liability Issues

See All Updates »

Quirky Question #283: They Stole Our Stuff, Can We Sue?

Question: My company recently terminated an employee, and we are very worried she accessed her email inappropriately in the days before she was fired. The timing of it all is … well, quirky. Here’s what happened: The…more

Computer Fraud and Abuse Act (CFAA), Email, Former Employee, Stored Communications Act, Termination

See All Updates »

Who Should Own a Trademark Registration? The Case of the Not-So-Related Parent Company

A recent precedential Trademark Trial and Appeal Board decision provides valuable guidance on the proper allocation of trademark registration ownership as between a corporate parent and a subsidiary, highlighting the perils of…more

Corporate Counsel, Lanham Act, Parent Corporation, Precedential Opinion, Subsidiaries

See All Updates »

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

See All Updates »

Minnesota Department of Revenue Publishes Revenue Notice Addressing Location of a Taxpayer’s Attorneys, Accountants, and Bank Accounts for Minnesota Income Tax Residency Test

On February 1, 2016, the Minnesota Department of Revenue (the “Department”) issued Revenue Notice # 16-01 (available here), in which the Department explains how it will view the location of a taxpayer’s attorneys, accountants,…more

Accountants, Bank Accounts, CPAs, Department of Revenue, Domicile

See All Updates »

IRS Publishes Final Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 29, 2014, the Internal Revenue Service (“IRS”) released final regulations pertaining to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”). The final regulations may be found here (“Final…more

CHNA, Final Rules, Healthcare, Hospitals, Internal Revenue Code (IRC)

See All Updates »

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

See All Updates »

California’s Latest Attack on Franchise Industry Goes Into Effect

A new California law (AB 525, effective January 1, 2016) makes it harder for franchisors to terminate defaulting franchisees, requires franchisors to buyout franchisees in some cases, and adds new burdens for evaluating…more

Buyback Programs, Franchise Agreements, Franchisee, Franchises, New Legislation

See All Updates »

Second Circuit Finds FCA Claims about Night-Vision Goggles Lack Sufficient Particularity

On Wednesday, May 25, 2016, the Second Circuit affirmed the district court’s decision to dismiss FCA claims alleging that defendants supplied $1.5 billion worth of deficient night-vision goggles to the U.S. military. United…more

False Claims Act (FCA), FRCP 9(b), Motion to Dismiss, Pleading Standards, Public Policy

See All Updates »

When are Lease-to-Own Agreements Subject to State Disclosure Requirements?

In a recent decision, the Massachusetts Appeals Court held that a three-year lease-to-own agreement for a water heater was not subject to certain disclosure requirements. In the case, Saia v. Bay State Gas Co., 88 Mass…more

Disclosure Requirements, Equipment Lease, Leases, Misrepresentation, Putative Class Actions

See All Updates »

Court Upholds Prison for Flea Market Owner for Counterfeiting by Tenants

As trademark and copyright counterfeiting and piracy has grown, courts have become more willing to grant meaningful relief to rights owners and to penalize counterfeiters and those who facilitate their illicit activities. For…more

Aiding and Abetting, Convictions, Copyright Infringement, Counterfeiting, Criminal Conspiracy

See All Updates »

Quirky Question #270: A Win for Wellness Plans

Question: Our company offers employees a self-funded and self-insured health plan. We’d now like to implement a wellness program. Can we require employees to complete a health risk assessment which requests personal medical…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Medical Examinations

See All Updates »

Supreme Court Decides Two First Amendment Cases

Two recent Supreme Court decisions provide timely guidance on the First Amendment implications of publicly displaying the Confederate Flag or other symbols or signage related to protected beliefs. First, in Walker v. Sons of…more

Churches, Content-Neutral, First Amendment, Fourteenth Amendment, Government Speech Doctrine

See All Updates »

Minneapolis Sick and Safe Time Ordinance Compliance Guide

On May 27, 2016, the Minneapolis City Council passed its long awaited Sick and Safe Time Ordinance, requiring most employers with employees working in the City of Minneapolis to provide paid sick/safe time to those employees…more

Employee Rights, Local Ordinance, New Legislation, Notice Requirements, Paid Leave

See All Updates »

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

See All Updates »

3 Fundraising Mistakes Startup Entrepreneurs Make (and How to Avoid Them)

Some startups want to tout big fundraising numbers. Resist that urge. Focus on a smart valuation and return focus to the product…more

Business Formation, Fundraisers, Legal Perspectives, Startups, Venture Capital

See All Updates »

Tax Lien on Me: Fifth Circuit Holds the Transfer of a Tax Lien is not Subject to the Truth in Lending Act

On April 29, 2016, the United States Court of Appeals for the Fifth Circuit held that the transfer of a tax lien does not constitute an extension of “credit” subject to the protections of the Truth in Lending Act (“TILA”). …more

Consumer Lenders, Property Tax, Regulation Z, Tax Code, Tax Liens

See All Updates »

Listing Indian Companies on the Hong Kong Stock Exchange

India is now included as an “acceptable jurisdiction” by The Stock Exchange of Hong Kong Limited (the “HKEx”). The HKEx also published a new “Country Guide – India” (the “India Guide”) relating to India-incorporated issuers. …more

China, Corporate Issuers, Financial Reporting, Foreign Investment, Global Depositary Receipts (GDRs)

See All Updates »

Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia: Permanent Court of Arbitration Tribunal Publishes Redacted Version of Award on Jurisdiction and Admissibility

The Permanent Court of Arbitration (“PCA”) has just released the full award of the Tribunal in Philip Morris Asia Limited (Hong Kong) v. The Commonwealth of Australia, which was rendered in late 2015. We previously published an…more

Australia, Bilateral Investment Treaties, Declaratory Relief, Good Faith, Hong Kong

See All Updates »

Can My Website Subject My Business to Liability Under the Americans With Disabilities Act (ADA)?

It may come as a surprise that the answer to the above question is yes, or so a number of plaintiffs claim in lawsuits that have been filed recently in the U.S. More specifically, in the U.S. District Court for the Western…more

ADA, Corporate Liability, Public Accommodation, Reasonable Accommodation, Website Accessibility

See All Updates »

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

See All Updates »

2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go into…more

Corporate Conversions, Corporations Code, Cross-Border, Dissenters Rights, Mergers

See All Updates »

Monumental Change Announced for Alaska Native Tribes—BIA will Allow Alaskan Land to be Taken into Trust

On December 19, 2014, the Bureau of Indian Affairs announced the promulgation of a final rule that will allow land to be taken into trust for federally-recognized tribes in Alaska. Allowing trust lands in Alaska is a seismic…more

Alaska, Bureau of Indian Affairs, Economic Development, Final Rules, Indian Tribal Trusts

See All Updates »

First Circuit Affirms Dismissal For CVS Caremark Under Public Disclosure Bar

The FCA’s public disclosure bar precludes liability when a relator’s allegations have been publicly disclosed in a list of statutorily enumerated sources. Last week, the First Circuit added to the growing jurisprudence both…more

Attorney Generals, Customer-Loyalty Programs, CVS, Exceptions, False Claims Act (FCA)

See All Updates »

Ploughing the Same Furrow: EPA Proposes 2017 Renewable Fuel Volumes Using the Methodology From its Previous Rule

On May 31, 2016, the Environmental Protection Agency (EPA) published in the Federal Register its proposed 2017 volumes under the Renewable Fuel Standard (RFS), an ever-controversial program established by Congress to spur the…more

Biofuel, Clean Air Act, Comment Period, Environmental Policies, EPA

See All Updates »

Hart-Scott-Rodino Premerger Reporting Thresholds Increase

On January 26, the Federal Trade Commission published the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Interlocking Directorate, Pre-Merger Filing Requirements

See All Updates »

Related Party Transactions under PCAOB AS 18 Audits: Experiences from the First Year

The 2015 audit was the first one for most companies under the PCAOB’s Auditing Standard 18, Related Parties. This Auditing Standard created new and expanded audit procedures for related party transactions; significant unusual…more

Audits, Board of Directors, Corporate Officers, Financial Reporting, Financial Statements

See All Updates »

SEC Publishes Staff Interpretations on New Regulation A+

The Securities and Exchange Commission has published 11 Compliance and Disclosure Interpretations (“C&DIs”) related to the new rules implementing “Regulation A+,” which became effective June 19, 2015. The C&DIs are numbered…more

Blue Sky Laws, C&DIs, Capital Formation, New Regulations, Regulation A

See All Updates »

SEC Issues Proposed Rules for Director, Officer and Employee Hedging Disclosures

On February 9, the Securities and Exchange Commission proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of a…more

Annual Meeting, Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements

See All Updates »

Banks Appeal Fair Housing Act Case to Supreme Court

In September 2015, the Eleventh Circuit ruled that the City of Miami had sufficient standing to sue Bank of America and Wells Fargo over lending practices that were alleged to be racially discriminatory. On June 28, 2016, the…more

Article III, Bank of America, Certiorari, Discriminatory Lending Practices, Fair Housing Act (FHA)

See All Updates »

Who is a Mortgage Broker? Just Ask the Fed.

The United States Court of Appeals for the Second Circuit recently affirmed a magistrate judge’s decision in the District Court for the Eastern District of New York to dismiss a complaint brought under the Truth in Lending Act…more

Appeals, Disclosure Requirements, HOEPA, Mortgage Brokers, Mortgage Lenders

See All Updates »

A Constitutional Challenge to a Different Kind of Gun Control Legislation

A lawsuit was filed earlier this week which challenges the constitutionality of Cal. Penal Code § 26820, a California statute aimed at regulating the sale of guns. Tracy Rifle & Pistol LLC v. Harris (E.D. Cal. filed Nov. 10,…more

First Amendment, Gun Laws, Second Amendment

See All Updates »

Security Interest v. License Agreement: Low Tech Precautions for the High Tech Investment

In this exciting age of startups, the market is brimming with opportunities for individuals and entities alike to invest in emerging companies. Today’s rapid rate of technology development justifies investors’ eagerness to take…more

Chapter 11, Chapter 7, Commercial Bankruptcy, Counterparties, Debtors-in-Possession

See All Updates »

SEC Playing Bigger Role in Cybersecurity

Besides clarifying disclosure requirements,the agency is prompting companies to take proactive steps. Cybersecurity threats have reached a point where they cannot go ignored by any government agency, even the U.S…more

Cybersecurity, Data Protection, HITECH, Popular, SEC

See All Updates »

Quirky Question #286: Best Practices on Restroom Access and Terminology for Transgender Employees

Question: There has been a lot of news coverage lately on restroom policies related to transgender employees. Can you provide some guidance on how to structure our restroom-use policies to be both lawful and respectful of all…more

Anti-Discrimination Policies, EEOC, Employee Restrooms, Employer Liability Issues, Gender Identity

See All Updates »

District Court Rejects “Worthless Services” FCA Claim, Interprets First-to File Bar and Res Judicata in FCA Context

Earlier this month, the U.S. District Court for the Eastern District of Virginia dismissed a 2-count False Claims Act (FCA) complaint against Unisys Corporation. United States ex rel. Soodavar v. Unisys Corp., 2016 WL 1367163…more

Corporate Counsel, Dismissal With Prejudice, False Claims Act (FCA), First-to-File, Fraud

See All Updates »

Sample ADA Notice for Wellness Programs

The EEOC has published a sample notice intended to help employers comply with the notice requirement under the new Americans with Disabilities Act (ADA) final rule (published on May 17, 2016). The final rule requires employers…more

ADA, Biometric Information, EEOC, Employer Group Health Plans, Final Rules

See All Updates »

Can an Enforcement Standard be Discerned from the SFC’s Case Against Moody’s?

The hearings have recently concluded in Moody’s appeal of the November 24, 2014 decision of Hong Kong Securities and Futures Commission (the “SFC”) to fine Moody’s HK$23 million for its release of a report applying a “red flag”…more

Credit Rating Agencies, Due Diligence, Emerging Markets, Enforcement Actions, Fairness Standard

See All Updates »

SEC Issues Regulation A+ Rules; Increases Access to Capital Markets for Smaller Issuers

On March 25th, the Securities and Exchange Commission (the “SEC”) adopted new rules to amend Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). The new rules, referred to as “Regulation A+,” were…more

Capital Formation, Emerging Growth Companies, IPO, JOBS Act, New Regulations

See All Updates »

“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

See All Updates »

Minneapolis Sick and Safe Time Ordinance Compliance Guide

On May 27, 2016, the Minneapolis City Council passed its long awaited Sick and Safe Time Ordinance, requiring most employers with employees working in the City of Minneapolis to provide paid sick/safe time to those employees…more

Employee Rights, Local Ordinance, New Legislation, Notice Requirements, Paid Leave

See All Updates »

Another Shoe Drops: More Changes to the U.S. Cuban Sanctions from the White House

On January 25, the Obama Administration made concurrent announcements about its evolving posture on the Cuban sanctions. On that date, the Office of Foreign Assets Control (OFAC) released more changes to the Cuban Assets…more

Cuba, Cuban Assets Control Regulations (CACR), EAR, Embargo, Exports

See All Updates »

Quirky Question #250, New York wage notice burdens lifted

Question: I am a New York employer and I have heard about some onerous requirements to furnish wage notices to all employees. Is this law taking effect soon?…more

Amended Legislation, Annual Notices, Employer Liability Issues, Wages

See All Updates »

CMS Issues Proposed Rule Addressing Off-Campus Outpatient Departments

The Centers for Medicare and Medicaid Services (CMS) published its 2017 Medicare Outpatient Prospective Payment System (OPPS) proposed rule on July 14, 2016 (the Proposed Rule). In part, the Proposed Rule addresses CMS’s…more

Alternative Payment Models (APM), Bipartisan Budget Act, CMS, Comment Period, Health Care Providers

See All Updates »

Quirky Question #285: Potholes on the Ethical “High Road”

Question: We learned that some of our employees may have been engaging in unethical, and perhaps even illegal, behavior. We don’t tolerate this, so we hired a law firm to conduct an investigation, and based on the results of…more

Allstate, Compensatory Damages, Conflicts of Interest, Consumer Reporting Agencies, Defamation

See All Updates »

7 Intellectual Property Mistakes Startup Entrepreneurs Often Make

What’s the biggest mistake startup entrepreneurs make with respect to their intellectual property, and what can they do to fix it? That’s the question we recently put to IP attorneys writing on JD Supra, knowing that the…more

Business Formation, Copyright, First-to-File, Legal Perspectives, Patents

See All Updates »

U.S. Patent Office Releases Further Guidance on Patent Subject Matter Eligibility

Patentees in the software and life sciences industries are paying close attention to new guidance issued by the U.S. Patent Office on the patent eligibility of technology in those areas. The guidance, released May 5, 2016 (the…more

Patent Examinations, Patent-Eligible Subject Matter, Patents, Section 101, USPTO

See All Updates »

Ninth Circuit Affirms FTC’s Challenge to Provider Acquisition as Anticompetitive Despite Defense that the Transaction’s Goals Aligned with the Affordable Care Act

Competitive effects still matter in healthcare mergers, even in the face of a transaction’s claimed improvements in patient outcomes through integrated care and risk-based reimbursement consistent with the goals of the…more

Affordable Care Act, Antitrust Litigation, FTC, Hospital Mergers, Mergers

See All Updates »

“Nonbank” Lender Seeks Injunction Restraining CFPB Administrative Action

On May 9, 2016, Integrity Advance, LLC and its CEO James Carnes filed suit against the Consumer Financial Protection Bureau (“CFPB”) in United States District Court for the District of Columbia seeking to enjoin the CFPB from…more

Administrative Proceedings, CFPA, CFPB, Consumer Financial Contracts, EFTA

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 »

The Law on Tribal Court Jurisdiction over Non-Members Stands with Supreme Court’s Tied Vote in Dollar General Corp. v. Mississippi Band of Choctaw Indians

John Doe, a teenage member of the Mississippi Band of Choctaw Indians, was working as an intern at a Dollar General store on the Tribe’s Reservation when he was sexually molested by the manager of the store. Doe sued Dollar…more

Dollar General Co v Mississippi Band of Choctaw Indians, Jurisdiction, Negligent Hiring, Negligent Supervision, SCOTUS

See All Updates »

CFPB Unveils Outline for Sweeping Changes to Debt Collection Industry Practice

The Consumer Financial Protection Bureau (“CFPB”) revealed yesterday its proposal to overhaul debt collection industry practices through tighter regulations, including limits on the frequency of consumer contact and ensuring…more

CFPB, Consumer Lenders, Debt Collection, FDCPA, Proposed Regulation

See All Updates »

EEOC Revises Plan Aimed to Identify Unequal Pay

The U.S. Equal Employment Opportunity Commission (“EEOC”) has released a new proposal that, if adopted, would require larger employers and federal contractors to report payroll data for all workers to the federal government…more

EEO-1, Federal Contractors, Pay Discrimination, Payroll Records, Reporting Requirements

See All Updates »

Avoiding the Road to Ruin in Your Road To Rio Marketing Blitz

Late last month, the United States Olympic Committee (the “USOC”) sent a few not so nice warning letters to brands that sponsor athletes, but chose not to pay the “golden” price of becoming an “official” sponsor of the games. …more

Infringement, Intellectual Property Protection, Marketing, Olympics, Social Networks

See All Updates »

Ultramercial: Software Patent Invalidated After Application of Alice, Patent Eligibility Becoming Threshold Question for Litigation

The Federal Circuit recently applied Alice Corp. v. CLS Bank to invalidate all claims of a patented method for advertising over the Internet in Ultramercial, Inc. v. Hulu, LLC (Fed. Cir. November 14, 2014). Like the Supreme…more

CLS Bank v Alice Corp, Online Advertisements, Patent Litigation, Patent-Eligible Subject Matter, Patents

See All Updates »

Second Circuit Deals Blow to Government’s Use of FIRREA as an Enforcement Tool

When does a breach of contract amount to fraud? Last week the Second Circuit answered this question and reversed a $1.27 billion judgment against Bank of America and a $1 million judgment against a former executive for their…more

Bank of America, Breach of Contract, Corporate Counsel, Countrywide, DOJ

See All Updates »

DOJ Files FCA Complaint Against Recipient of Grant Funding

The FCA began as a response to procurement fraud by military contractors during the Civil War. In the intervening years, its reach has extended and increasingly the government is using the FCA as a tool in the context of grant…more

Attorney Generals, Civil Monetary Penalty, Criminal Prosecution, DOJ, False Claims Act (FCA)

See All Updates »

Dawning of New Era in Trade Secrets Litigation

Both houses of Congress have now approved a bill (the Defend Trade Secrets Act) that would create a federal civil cause of action for trade secrets misappropriation—a sea change for claims previously subject only to state law. …more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Intellectual Property Protection, Misappropriation

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 »

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 of Significant Control (PSC Register), Registration Requirement

See All Updates »

It Is Now Easier To Draft Class Action Waivers and Arbitration Agreements

Last week, the California Supreme Court provided additional guidance as to how to draft an enforceable arbitration agreement and how Courts should analyze whether mandatory arbitration provisions can be held unconscionable and…more

Arbitration, Arbitration Agreements, AT&T Mobility v Concepcion, CA Supreme Court, Car Dealerships

See All Updates »

Listing Indian Companies on the Hong Kong Stock Exchange

India is now included as an “acceptable jurisdiction” by The Stock Exchange of Hong Kong Limited (the “HKEx”). The HKEx also published a new “Country Guide – India” (the “India Guide”) relating to India-incorporated issuers. …more

China, Corporate Issuers, Financial Reporting, Foreign Investment, Global Depositary Receipts (GDRs)

See All Updates »

Bankruptcy Court Opinion Clarifies California Law on Duties of Directors & Officers Upon Insolvency

It is not unusual in the lifecycle of a start-up for the company to hit road blocks and have cash flow issues. During these times, the board and its members will ask the company’s professionals what their fiduciary duties are…more

Bankruptcy Court, Board of Directors, Business Judgment Rule, Commercial Bankruptcy, Corporate Counsel

See All Updates »

IRS Publishes Final Guidance for Tax-Exempt Hospitals Regarding Section 501(r) Compliance

On December 29, 2014, the Internal Revenue Service (“IRS”) released final regulations pertaining to Section 501(r) of the Internal Revenue Code of 1986, as amended (the “Code”). The final regulations may be found here (“Final…more

CHNA, Final Rules, Healthcare, Hospitals, Internal Revenue Code (IRC)

See All Updates »

Trademark Wars: Fox’s “Empire” Strikes Back

In another episode involving the First Amendment and the Lanham Act, Twentieth Century Fox’s “Empire” notched a win for the First Amendment. In Twentieth Century Fox Television, et al. v. Empire Distribution Inc. the United…more

Dilution, First Amendment, Lanham Act, Summary Judgment, Trademark Infringement

See All Updates »

Quirky Question #287: “Cat’s Paw” Claims – How could an employer violate antidiscrimination laws, even though the decision-making manager has no discriminatory bias at all?

Question: We just went through a five-person layoff, and one of the individuals laid off (an African American) has hired a lawyer and is threatening to sue for racial discrimination. I have enormous confidence in the fairness of…more

Cat's Paw, Corporate Management, Employer Liability Issues, Hiring & Firing, McDonnell Douglas Formula

See All Updates »

The FCC’s 2016 BBA Implementing Ruling Digested (Volume 2): The TCPA Does Not Apply to the Federal Government, Except that it Does

On August 11, 2016 the FCC issued its long-awaited ruling implementing the 2016 Bi-Partisan Balanced Budget Act (“BBA”) Amendment that carved out collection calls on government-backed debt from TCPA coverage. In re Rules &…more

Auto-Dialed Calls, Bipartisan Budget, Debt Collection, FCC, TCPA

See All Updates »

No Room at the USPTO: TTAB Rejects Booking.com Trademarks As Generic

Many online businesses prefer to use domain names that communicate as clearly and concisely as possible the types of goods and services offered on their websites. That may be good marketing strategy. But as a recent decision of…more

Booking.com, Corporate Counsel, Descriptive Trademarks, Domain Names, Generic

See All Updates »

China Supreme Court Has Spoken: Long Anticipated Decision on OEMs and Trademark Use

China has been the factory of the world for the past few decades. Countless foreign brand owners have taken advantage of the low-cost manufacturing environment and have flocked to the middle kingdom to source their goods – many…more

Brand, China, Exports, Intellectual Property Protection, International Trademark Protection

See All Updates »

2016 Proxy Season Review: Shareholder Proposals

With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the company…more

No-Action Relief, Proxy Access, Proxy Season, SEC, Shareholder Activism

See All Updates »

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL Section…more

Corporate Governance, Delaware General Corporation Law, Proposed Amendments

See All Updates »

2015 Changes to the Minnesota Business Corporation Act

On August 1, 2015, House Bill H.F. No. 385, which was signed into law by Governor Mark Dayton in May 2015, will become effective. The new law streamlines the process for executing cross-entity and cross-border conversions under…more

Business Corporation Act, Corporate Conversions, Cross-Border, Governor Dayton, Limited Liability Companies

See All Updates »

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

See All Updates »

USPTO Throws in the Towel in Dispute With Federal Judge

In an earlier post, we discussed at length the curious case of The Board of Trustees of the University of Alabama and Paul W. Bryant, Jr. v. Houndstooth Mafia Enterprises LLC et al. Surprisingly, this dispute came to an abrupt…more

Appeals, Judges, Precedential Opinion, Settlement, Trademark Litigation

See All Updates »

The U.S. Supreme Court’s Decision in Texas Department of Housing & Community Affairs v. Inclusive Communities Project, Inc.

In Texas Department of Housing & Community Affairs v. Inclusive Communities Project, Inc., 576 U.S. ___, 2015 WL 2473449 (Jun. 25, 2015), the U.S. Supreme Court, in a 5-4 decision, held that disparate impact discrimination…more

ADEA, Affordable Housing, Discrimination, Disparate Impact, ECOA

See All Updates »

Supreme Court Rejection of Duty of Prudence Presumption—What Does it Mean for Retirement Plans?

On June 25, 2014, the Supreme Court, in a unanimous decision, ruled in Fifth Third Bancorp v. Dudenhoeffer that there is no “presumption” of prudence extended to fiduciaries of employer stock ownership plans (“ESOPs”) in their…more

ERISA, ESOP, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer, Fifth Third Mortgage Company

See All Updates »

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

See All Updates »

Can Science be Copyrighted? You Might be Surprised…

Biotechnology. For many, the mere mention of the word stirs up a thought of people in white lab coats working in underground bunkers trying to create superhuman mutant weapons, with beakers of green goo bubbling in the…more

AMP v Myriad, Biotechnology, Copyright, Copyright Office, DNA

See All Updates »

The New AML Regulations and Their Impact on Banks—Increased Compliance for Lending Transactions with Legal Entities

On May 11, 2016, FinCEN published in the Federal Register its long-awaited anti-money laundering (“AML”) rules (the “Final Rules”) governing corporate entities doing business with banks and other financial institutions that are…more

Anti-Money Laundering, Banking Sector, Beneficial Owner, Covered Financial Institutions, Customer Due Diligence (CDD)

See All Updates »

Federal Court Travels “Wayback” and Takes Judicial Notice of Internet Archive

Trademark attorneys often must determine when a third-party used a mark in commerce and the extent and nature of such use, particularly when considering whether to take legal action against a third party for the unauthorized use…more

Corporate Counsel, Damages, Discovery, Federal Rules of Evidence, Injunctive Relief

See All Updates »

Naked Liens – Stripping Prohibited

In June, the US Supreme Court decided the case of debtors in bankruptcy desirous of stripping off a lender’s real estate lien that was fully in excess of the fair market value of the real estate. The Supreme Court unanimously…more

Bank of America v. Caulkett, Bankruptcy Code, Chapter 7, Consumer Lenders, Dewsnup

See All Updates »

Mobile apps face new controls in China

The circumstances surrounding the replacement of Lu Wei as head of the Cyberspace Administration of China in June remain difficult to discern, but the politics surrounding its leadership seem not to have deflected the CAC from…more

China, Cybersecurity, Mobile Apps, New Regulations, Popular

See All Updates »

The Supreme Court - June 2016 #8

The Supreme Court granted certiorari in eight cases last week: Bank of America Corp. v. Miami, No. 15-1111; Wells Fargo & Co. v. Miami, 15-1112: (1) Whether the term “aggrieved” in the Fair Housing Act imposes a…more

ADA, Article III, Bank of America v Miami, Certiorari, Czyzewski v Jevic Holding Corp

See All Updates »

Minnesota Department of Revenue Publishes Revenue Notice Addressing Location of a Taxpayer’s Attorneys, Accountants, and Bank Accounts for Minnesota Income Tax Residency Test

On February 1, 2016, the Minnesota Department of Revenue (the “Department”) issued Revenue Notice # 16-01 (available here), in which the Department explains how it will view the location of a taxpayer’s attorneys, accountants,…more

Accountants, Bank Accounts, CPAs, Department of Revenue, Domicile

See All Updates »

Question #275: Can We Take A Stand On Employees Sitting?

Question: Some of our retail company’s employees in California are demanding chairs to sit in while they work. Management thinks it appears unprofessional to have workers sitting, but I hear the employees might have a legal…more

Banks, CA Supreme Court, Class Action, CVS, Employer Liability Issues

See All Updates »

Private Employers Now Face Sarbanes-Oxley Whistleblower Protections

On Tuesday, the United States Supreme Court issued a ruling that dramatically expands the reach of whistleblower protection under the Sarbanes-Oxley Act of 2002 (“SOX”). The Court’s decision in Lawson v. FMR, LLC, 571 U.S. __…more

Contractors, FMR LLC, Lawson v FMR, Sarbanes-Oxley, SCOTUS

See All Updates »

Banks Appeal Fair Housing Act Case to Supreme Court

In September 2015, the Eleventh Circuit ruled that the City of Miami had sufficient standing to sue Bank of America and Wells Fargo over lending practices that were alleged to be racially discriminatory. On June 28, 2016, the…more

Article III, Bank of America, Certiorari, Discriminatory Lending Practices, Fair Housing Act (FHA)

See All Updates »

Supreme Court Upholds Implied Certification Theory of Liability; Imposes Limitations on its Reach

In a unanimous decision on June 16, 2016, the Supreme Court charted a middle course between competing interpretations of the scope of False Claims Act. Universal Health Servs., Inc. v. United States ex rel. Escobar, Case No…more

False Claims Act (FCA), False Implied Certification Theory, Federal Contractors, Materiality, Medicaid

See All Updates »

Novartis Pharmaceuticals Settles $390MM FCA Allegations

Drugmaker Novartis Pharmaceuticals has agreed in principle to pay $390MM (including $20MM in civil forfeitures) to the Department of Justice. This payment, in addition to modification and an extension of Novartis’s existing…more

Corporate Integrity Agreement, DOJ, False Claims Act (FCA), Inducement, Kickbacks

See All Updates »

Federal Circuit Holds District Court Abstractness Analysis Too Abstract for Alice under 35 USC § 101

Clients in the software space now have stronger arguments for subject matter eligibility, following the Federal Circuit decision in Enfish LLC v. Microsoft Corp. (May 12, 2016). The decision also touches on novelty,…more

Abstract Ideas, CLS Bank v Alice Corp, Guidance Update, Microsoft, Patent Invalidity

See All Updates »