Katten Muchin Rosenman LLP

Supreme Court Unanimously Rejects Federal Circuit Standards for Indefiniteness and Induced Infringement

The US Supreme Court issued two anticipated decisions on June 2, 2014, relating to the US Court of Appeals for the Federal Circuit's standards for indefiniteness and induced infringement. In the first, Nautilus, Inc. v…more

Definiteness, Indefiniteness, Induced Infringement, Infringement, Nautilus Inc. v. Biosig Instruments

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US Supreme Court Protects Landowners from "Extortionate" Demands by the Government in Land-Use Permitting Decisions, Including Permit Denials

In a 5-4 decision authored by Justice Alito, and joined by Chief Justice Roberts and Justices Scalia, Thomas and Kennedy, the US Supreme Court in Koontz v. St. Johns River Water Management District broadened the protections…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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Patent Trial and Appeal Board Issues First IPR Decisions on Orange Book-Listed Patents

On December 9, 2014, the Patent Trial and Appeal Board (PTAB) issued final decisions in three inter partes review (IPR) proceedings filed by Amneal Pharmaceuticals challenging three patents listed in the Orange Book for Oracea®…more

America Invents Act, Inter Partes Review Proceedings, Patent Trial and Appeal Board, Pharmaceutical, Pharmaceutical Manufacturers

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Illinois Employers Take Note: New Law to Limit When Job Applicant's Criminal Record May Be Considered

On July 19, 2014, Illinois Governor Pat Quinn signed into law a statute that limits when an employer may inquire about and consider a job applicant's criminal record. The law, known as the Job Opportunities for Qualified…more

Ban the Box, Criminal Background Checks, Criminal Records, Employee Rights, Job Applicants

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Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions

Following the unexpected May 2014 decision of the Delaware Supreme Court in ATP Tour Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), upholding the validity of fee-shifting bylaws of a non-stock corporation, the…more

ATP Tours, Bylaws, DE Supreme Court, Delaware General Corporation Law, Fee-Shifting

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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FINRA Seeks Comment on Proposal Requiring Registration of Associated Persons Who Develop Algorithmic Trading Strategies

Introduction - As part of its ongoing market structure initiatives related to, among other things, automated trading activities, the Financial Industry Regulatory Authority (FINRA) has issued a proposal that would require…more

Algorithmic Trading, Associated Persons, Comment Period, FINRA, Registration Requirement

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A Summary of the New California LLC Law

Effective January 1, 2014, the existing limited liability company (LLC) statute in California (the “Old Act”) will be replaced by the California Revised Uniform Limited Liability Company Act (RULLCA). Actions taken by managers…more

Articles of Incorporation, Choice of Entity, Corporate Charters, Corporate Governance, Corporate Management

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Second Circuit Decision Provides Guidance for Drafting Enforceable Broker-Dealer Agreement Forum Selection Clause

On August 21, the US Court of Appeals for the Second Circuit decided two closely watched appeals regarding the intersection of Financial Industry Regulatory Authority, Inc. (FINRA) rules mandating arbitration of…more

Appeals, Broker-Dealer, FINRA, Forum Selection Clause, Goldman Sachs

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The New gTLD Program: Latest Updates on Brand Protection and the Trademark Clearinghouse

The most significant development in the Internet space in recent years is the ongoing generic top-level domain (gTLD) expansion. (As a reminder, a TLD is what appears to the right of the “dot” in a domain name (i.e., .COM, .ORG,…more

Domain Names, gTLD, ICANN, Internet

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Supreme Court Gives TTAB Decisions Preclusive Effect Over Federal Court Infringement Actions in Limited Circumstances

In a carefully crafted 7-2 decision in B&B Hardware, Inc. v. Hargis Industries, Inc., the Supreme Court of the United States reversed the US Court of Appeals for the Eighth Circuit and granted preclusive effect to Trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement

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SEC Approves Amendments to NASD Rule 2340 and FINRA Rule 2310 to Address Values of Direct Participation Program and Unlisted Real Estate Investment Trust Securities

The Financial Industry Regulatory Authority has issued Regulatory Notice 15-02 regarding the Securities and Exchange Commission’s approved amendments to National Association of Securities Dealers (NASD) Rule 2340 (and…more

Amended Regulation, FINRA, Nasdaq, REITS, SEC

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Loan Agreements, Secured Lenders

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What To Do About the .SUCKS New gTLD

In connection with its New Generic Top-Level Domain (gTLD) Program, as of March 2015, the Internet Corporation for Assigned Names and Numbers (ICANN) has delegated nearly 550 new gTLDs. This significant expansion of the Internet…more

Domain Names, gTLD, ICANN, Popular, Trademarks

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Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

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Major Breakthrough in the Information Technology Agreement Expansion Talks

The Office of the United States Trade Representative and the Ministry of Commerce of the People’s Republic of China announced on November 10, 2014 that the United States and China have reached an agreement on the coverage of…more

China, Technology, US Trade Policies, WTO

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Comments Sought by December 19th on the FDA's Proposed Criteria for "First Generic" Applications

This morning, the Food and Drug Administration (FDA) opened a public docket and requested comments on its proposed criteria for expedited review of "first generic" Abbreviated New Drug Applications (ANDAs). The comment period…more

ANDA, FDA, Generic Drugs, Hatch-Waxman, Patent Infringement

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Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

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IRS Issues Pronouncement on Virtual Currencies

On March 25, the Internal Revenue Service (IRS) issued Notice 2014-21 (notice) containing guidance and frequently asked questions relating to virtual currencies such as bitcoins. Among other clarifications, the notice states…more

Bitcoins, IRS, Virtual Currency

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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CFTC to Host Roundtable on Cybersecurity and System Safeguards Testing

On March 18, Commodity Futures Trading Commission staff will hold a public roundtable on cybersecurity and system safeguards testing. The roundtable will focus on improving system safeguards testing requirements, including…more

Business Roundtable, CFTC, Cybersecurity

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Bankruptcy Court Finds Tenant Cannot Assume Commercial Lease After Waiving Rights to Seek Relief From Forfeiture Under California Law

The US Bankruptcy Court for the Central District of California (the "Court") recently upheld the validity of a commercial lease provision by which a debtor/tenant waived its rights to seek relief from forfeiture (i.e.,…more

Commercial Bankruptcy, Commercial Leases, Commercial Tenants, Forfeiture, Tenants

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ESMA Takes First Steps Toward Determining Whether To Extend AIFMD’s Passport to Non-EU AIFMs

On November 7, the European Securities and Markets Authority (ESMA) published a Call for Evidence (available here) seeking industry views that will be used to help shape its opinion and advice required to be provided by July 22,…more

AIFM, AIFMD, ESMA, EU

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Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

See All Updates »

Patent Trial and Appeal Board Issues First IPR Decisions on Orange Book-Listed Patents

On December 9, 2014, the Patent Trial and Appeal Board (PTAB) issued final decisions in three inter partes review (IPR) proceedings filed by Amneal Pharmaceuticals challenging three patents listed in the Orange Book for Oracea®…more

America Invents Act, Inter Partes Review Proceedings, Patent Trial and Appeal Board, Pharmaceutical, Pharmaceutical Manufacturers

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Retail Investment Advice: Clarifying the Boundaries and Exploring the Barriers to Market Development

On January 22, the UK Financial Services Authority (FCA) published Finalised Guidance – 15/1: Retail investment advice: Clarifying the boundaries and exploring the barriers to market development (the Guidance). The Guidance…more

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NFA Increases Minimum Security Deposits for Forex Transactions

The Executive Committee of the National Futures Association (NFA) has temporarily increased the minimum security deposits required to be collected and maintained by forex dealer members (FDMs) for foreign exchange transactions…more

Foreign Exchanges, Forex, National Futures Association, Security Deposits

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Corporate and Financial Weekly Digest - Volume X, Issue 9

In this issue: - Meeting of the SEC Advisory Committee on Small and Emerging Companies - Financial Action Task Force Publishes Updated List of Deficient Jurisdictions - CFTC to Host Roundtable on…more

CFTC, Cybersecurity, Destruction of Evidence, EU, FATF

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US Supreme Court Briefing of Greenhouse Gas Cases Completed — Oral Argument Scheduled for February 24, 2014

Briefing has just concluded in a matter before the US Supreme Court involving challenges to the suite of greenhouse gas (GHG) cases decided by the US Court of Appeals for the District of Columbia Circuit in June 2012. In October…more

Carbon Emissions, Clean Air Act, Environmental Policies, EPA, Greenhouse Gas Emissions

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US Supreme Court Protects Landowners from "Extortionate" Demands by the Government in Land-Use Permitting Decisions, Including Permit Denials

In a 5-4 decision authored by Justice Alito, and joined by Chief Justice Roberts and Justices Scalia, Thomas and Kennedy, the US Supreme Court in Koontz v. St. Johns River Water Management District broadened the protections…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

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SEC Proposes New Rules for Crowdfunding Exemption

On October 23, the Securities and Exchange Commission voted unanimously to propose new rules that would permit companies to offer and sell securities through “crowdfunding.” Title III of the Jumpstart Our Business Startups Act…more

Crowdfunding, Exemptions, JOBS Act, SEC, Securities Act of 1933

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SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product…more

Attorney-Client Privilege, China, Confidential Communications, Corporate Counsel

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IRS Provides Special Rules for Refund of Employer-Paid Taxes Related to Imputed Income for Same-Sex Spouse Benefits

On September 23, the Internal Revenue Service released Notice 2013-61, which provides special rules for those making claims for refunds or adjustments of Federal Insurance Contributions Act (FICA) taxes and federal employment…more

DOMA, FICA Taxes, IRS, Same-Sex Marriage, SCOTUS

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US Supreme Court Protects Landowners from "Extortionate" Demands by the Government in Land-Use Permitting Decisions, Including Permit Denials

In a 5-4 decision authored by Justice Alito, and joined by Chief Justice Roberts and Justices Scalia, Thomas and Kennedy, the US Supreme Court in Koontz v. St. Johns River Water Management District broadened the protections…more

Dolan v City of Tigard, Fifth Amendment, Koontz v St John's River Water Management, Land Developers, Nexus

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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HSR Act Thresholds to Rise on February 20

On January 21, the Federal Trade Commission published new notification and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The revised thresholds will apply to all mergers and…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, The Clayton Act

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Economic Credentialing—An Idea Whose Time Has Come?

Overview - The term economic credentialing is an old phrase that carries different meanings for different people, especially physicians. Simply stated, it is typically defined as any medical staff credentialing decision…more

Antitrust Provisions, Healthcare, Physicians

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DFS Superintendent Lawsky Discusses Revised BitLicense Framework

On December 18, New York State Department of Financial Services (DFS) Superintendent Benjamin Lawsky delivered remarks on the revised BitLicense framework at the Bipartisan Policy Center in Washington, DC. If adopted, the…more

Banking Sector, Banks, Bitcoin, BitLicense, Department of Financial Services

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

The New gTLD Program: Latest Updates on Brand Protection and the Trademark Clearinghouse

The most significant development in the Internet space in recent years is the ongoing generic top-level domain (gTLD) expansion. (As a reminder, a TLD is what appears to the right of the “dot” in a domain name (i.e., .COM, .ORG,…more

Domain Names, gTLD, ICANN, Internet

See All Updates »

Corporate and Financial Weekly Digest - Volume IX, Issue 5

In this issue: - FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications - SEC Division of Corporation Finance Issues Three C&DIs Relating to “Unbundling Rule” - NFA Members Must…more

Bitcoins, Bundling Rules, CFTC, Derivative Suit, FinCEN

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Clouds on the Horizon for Claim Purchasers in the Third Circuit

In a decision of significance to the distressed claims trading community, the US Court of Appeals for the Third Circuit in In re KB Toys Inc. recently held that any risk or “cloud” of disallowance under the Bankruptcy Code…more

Assignments, Avoidable Transfer, Chapter 11, Commercial Bankruptcy, Disallowance Defense

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A New Target for Distressed Investors: What Claims Traders Need to Know About Target Canada and Canadian Insolvency Law

On January 14, 2015, Target Corporation ("Target US") announced the exit of substantially all of its Canadian operations less than two years after opening its first Canadian stores in a strategic push to operate at least one…more

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Parkcentral v. Porsche: Second Circuit Opens the Doors of Morrison, and Declines to Apply Section 10(b) to Domestic Securities-Based Swap Transactions

In Parkcentral Global Hub Ltd,. et al. v. Porsche Automobile Holdings SE, et al., Dkt. No. 11-397-cv (2d Cir. Aug. 15, 2014), the US Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of plaintiffs’…more

Appeals, Automotive Industry, Extraterritoriality Rules, Morrison v National Australia Bank, Porche

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

IRS Releases Audit Memorandum on Another HTC Transaction

The Internal Revenue Service recently released Field Attorney Advice 20124002F, revealing another attempt on audit to invalidate an allocation of historic tax credits (HTCs) to an HTC equity investor. Although only just made…more

HTC Equity Investor, IRS, Tax Credits

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Supreme Court Rules Patent Claims Ineligible as Abstract Ideas, Affirming Federal Circuit in Alice Corp Pty. Ltd. V. CLS Bank Int'l

In a 9-0 decision written by Justice Clarence Thomas, the US Supreme Court affirmed the decision by the US Court of Appeals for the Federal Circuit in Alice Corp. Pty. Ltd. v. CLS Bank Int'l, Case No.13-298, holding that all of…more

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

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Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

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NYSE Amends “Late Filer Rule”

Effective March 2, the New York Stock Exchange amended its rule (commonly referred to as the “late filer rule”) that applies to listed companies that do not timely file their periodic reports with the Securities and Exchange…more

Late Filer Rule, NYSE, SEC

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -…more

10b5-1 Plans, Compliance, Derivative Suit, Equity Compensation, Injunctions

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Privacy Policies 2.0: Making Disclosures More Meaningful

Website privacy policies are a ubiquitous fact of web life, intended to allow users to easily understand the personal information being collected by a website and how that site uses and shares that information. Over time,…more

Advertising, CalOPPA, Data Collection, Data Mining, Internet Privacy

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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The Katten Kattwalk - Issue 06

In this issue: - “Google It”: The Search Engine’s Trademark May Be a Verb, But It’s Not Generic - You Say “Tom‘ah’to,” I Say “Tom‘ay’to”: Determining the Correct Pronunciation of Uniquely Coined Trademarks -…more

Domain Names, Exceptional Case, Fee-Shifting, Generic, Google

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IRS Considers Whether Management Fees of an LLC Are Subject to Self-Employment Tax

A recent response by the Internal Revenue Service Chief Counsel (CCA) to an inquiry from one of its field office agents addressed the question of whether management fees earned by an investment manager organized as a limited…more

Investment Management, IRS, Limited Liability Companies, Limited Partnerships, Management Fees

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Global Regulators Push Back Margin Requirements for Non-cleared Derivatives

On March 18, the Basel Committee on Banking Supervision and the International Organization of Securities Commissions (IOSCO) published a “final” policy framework that establishes minimum global standards for margin requirements…more

Basel Committee, Derivatives, IOSCO, Margin Requirements, Regulatory Standards

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SDNY Dismisses False Claims Act Complaint, Finding Relators Misconstrued Medicaid Program Legal Framework

A False Claims Act case against the New York City Department of Education (NYCDOE) was dismissed on March 25, the district court holding that Medicaid providers (such as school districts that provide health services) cannot be…more

DOJ, False Claims Act, Healthcare, Medicaid, Public Schools

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Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before the…more

Board of Directors, Bylaws, Corporate Governance, Fee-Shifting, Going-Private Transactions

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Bridging the Week - March 2015 #4

ICE Futures Fined US $3 Million by CFTC for Reporting Errors and Untimely Response to Inquiries - The Commodity Futures Trading Commission fined ICE Futures U.S., Inc. US $3 million last week for filing allegedly…more

Algorithmic Trading, BIS, Broker-Dealer, Capital Markets, CFTC

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SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the…more

Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, EDGAR, New Regulations

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SEC to Examine Never-Before Examined Registered Investment Advisers

The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) announced that it is launching an initiative, as part of its existing National Exam Program, to examine investment advisers who…more

Investment Adviser, OCIE, SEC

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District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Loan Agreements, Secured Lenders

See All Updates »

The SEC's MCDC Initiative: Where To Go From Here

Issuers, underwriters and advisors in the municipal bond marketplace are facing unprecedented challenges from federal regulators in connection with both the issuance of bonds and ongoing post-issuance compliance. These…more

Audits, Bonds, Compliance, Enforcement, IRS

See All Updates »

Illinois Supreme Court Issues New Procedural Rules for Foreclosures

On February 22, 2013, the Illinois Supreme Court adopted a set of new procedural rules that will impact both residential and commercial foreclosures in Illinois. The new rules are scheduled to go into effect as early as March 1,…more

Affidavits, Foreclosure, Lenders, Loans, Robo-Signing

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SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product…more

Attorney-Client Privilege, China, Confidential Communications, Corporate Counsel

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California Court of Appeal Strictly Enforces Carveout Guaranty

In “what appears to be an issue of first impression, not only in California, but in the entire country,” the California Court of Appeal in Series AGI West Linn of Appian Group Investors De LLC v. Eves (June 14, 2013) addressed…more

Carve Out Provisions, Contract Drafting, Contract Interpretation, Guaranty Claims

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

California Proposes Major Changes to Refinery PSM Standard

The California Department of Industrial Relations (DIR) has proposed a new Process Safety Management standard for oil refineries (the "Refinery PSM Standard"). The proposal, which is a precursor to formal notice and comment…more

Oil & Gas, OSHA, Refineries, Safety Precautions

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Privacy Policies 2.0: Making Disclosures More Meaningful

Website privacy policies are a ubiquitous fact of web life, intended to allow users to easily understand the personal information being collected by a website and how that site uses and shares that information. Over time,…more

Advertising, CalOPPA, Data Collection, Data Mining, Internet Privacy

See All Updates »

Patent Trial and Appeal Board Issues First IPR Decisions on Orange Book-Listed Patents

On December 9, 2014, the Patent Trial and Appeal Board (PTAB) issued final decisions in three inter partes review (IPR) proceedings filed by Amneal Pharmaceuticals challenging three patents listed in the Orange Book for Oracea®…more

America Invents Act, Inter Partes Review Proceedings, Patent Trial and Appeal Board, Pharmaceutical, Pharmaceutical Manufacturers

See All Updates »

Supreme Court Rules Patent Claims Ineligible as Abstract Ideas, Affirming Federal Circuit in Alice Corp Pty. Ltd. V. CLS Bank Int'l

In a 9-0 decision written by Justice Clarence Thomas, the US Supreme Court affirmed the decision by the US Court of Appeals for the Federal Circuit in Alice Corp. Pty. Ltd. v. CLS Bank Int'l, Case No.13-298, holding that all of…more

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

See All Updates »

California Court of Appeal Strictly Enforces Carveout Guaranty

In “what appears to be an issue of first impression, not only in California, but in the entire country,” the California Court of Appeal in Series AGI West Linn of Appian Group Investors De LLC v. Eves (June 14, 2013) addressed…more

Carve Out Provisions, Contract Drafting, Contract Interpretation, Guaranty Claims

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CFTC Approves Final Rule on Residual Interest Deadline for FCMs

On March 17, the Commodity Futures Trading Commission approved a final rule amending CFTC Regulation 1.22 to remove the December 31, 2018 automatic termination date relating to the phased-in compliance period for the Residual…more

CFTC, Deadlines, FCMs, Final Rules, Residual Interest

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FINRA Seeks Comment on Proposal Requiring Registration of Associated Persons Who Develop Algorithmic Trading Strategies

Introduction - As part of its ongoing market structure initiatives related to, among other things, automated trading activities, the Financial Industry Regulatory Authority (FINRA) has issued a proposal that would require…more

Algorithmic Trading, Associated Persons, Comment Period, FINRA, Registration Requirement

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Loan Agreements, Secured Lenders

See All Updates »

Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

See All Updates »

The SEC's MCDC Initiative: Where To Go From Here

Issuers, underwriters and advisors in the municipal bond marketplace are facing unprecedented challenges from federal regulators in connection with both the issuance of bonds and ongoing post-issuance compliance. These…more

Audits, Bonds, Compliance, Enforcement, IRS

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Supreme Court Gives TTAB Decisions Preclusive Effect Over Federal Court Infringement Actions in Limited Circumstances

In a carefully crafted 7-2 decision in B&B Hardware, Inc. v. Hargis Industries, Inc., the Supreme Court of the United States reversed the US Court of Appeals for the Eighth Circuit and granted preclusive effect to Trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement

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The Katten Kattwalk - Fashion Week 2013

In this issue: - New Rules on Use of Child Models - Impact of TTAB Rulings on Court Decisions - Sports Teams’ Logos and Marks May Be Different - It’s Ten O’Clock—Do You Know Where Your Company’s Data…more

Child Labor, Data Protection, Domain Names, Fashion Industry, gTLD

See All Updates »

Second Circuit Decision Provides Guidance for Drafting Enforceable Broker-Dealer Agreement Forum Selection Clause

On August 21, the US Court of Appeals for the Second Circuit decided two closely watched appeals regarding the intersection of Financial Industry Regulatory Authority, Inc. (FINRA) rules mandating arbitration of…more

Appeals, Broker-Dealer, FINRA, Forum Selection Clause, Goldman Sachs

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A New Target for Distressed Investors: What Claims Traders Need to Know About Target Canada and Canadian Insolvency Law

On January 14, 2015, Target Corporation ("Target US") announced the exit of substantially all of its Canadian operations less than two years after opening its first Canadian stores in a strategic push to operate at least one…more

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

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Tinder Swipes Left on Gap's New Ad Campaign: A Reminder to Always Check Terms of Service

Tinder, a popular mobile dating app, recently shut down an ad campaign from Gap, stating that the campaign violated the app's terms of service. Gap's failure to comply with Tinder's terms of service is a cautionary tale for…more

Advertising, Facebook, Fashion Industry, Gap Inc, Mobile Apps

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CFOs Ordered to Return Bonus and Profits Due to False Financial Statements

The Securities and Exchange Commission recently ordered two former CFOs of Saba Software, Inc. to reimburse the company for stock-sale profits and bonuses accrued during the 12-month periods following its materially false and…more

CFOs, False Statements, Personal Liability, SEC

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Illinois Employers Take Note: New Law to Limit When Job Applicant's Criminal Record May Be Considered

On July 19, 2014, Illinois Governor Pat Quinn signed into law a statute that limits when an employer may inquire about and consider a job applicant's criminal record. The law, known as the Job Opportunities for Qualified…more

Ban the Box, Criminal Background Checks, Criminal Records, Employee Rights, Job Applicants

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Corporate and Financial Weekly Digest - Volume IX, Issue 40

In this issue: - SEC Division of Corporation Finance Issues New C&DI Related to Rule 147 and Website/Social Media Use - Director of SEC Division of Corporation Finance Gives Speech on Securities Disclosure -…more

Bitcoin, CFTC, Derivatives, Derivatives Clearing Organizations, Disclosure

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

DFS Superintendent Lawsky Discusses Revised BitLicense Framework

On December 18, New York State Department of Financial Services (DFS) Superintendent Benjamin Lawsky delivered remarks on the revised BitLicense framework at the Bipartisan Policy Center in Washington, DC. If adopted, the…more

Banking Sector, Banks, Bitcoin, BitLicense, Department of Financial Services

See All Updates »

The Katten Kattwalk - Fashion Week 2013

In this issue: - New Rules on Use of Child Models - Impact of TTAB Rulings on Court Decisions - Sports Teams’ Logos and Marks May Be Different - It’s Ten O’Clock—Do You Know Where Your Company’s Data…more

Child Labor, Data Protection, Domain Names, Fashion Industry, gTLD

See All Updates »

Novel IRS Guidance on HRAs, VEBAs and Domestic Partner Benefits

The Internal Revenue Service (IRS) recently provided guidance on several issues never before addressed. The guidance came in the form of a Private Letter Ruling (PLR), to be released later this year to the public under the…more

FOIA, HRA, IRS, Private Letter Rulings

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CFPB Finalizes Minor Changes to “Know Before You Owe” Mortgage Rules

On January 20, the Consumer Financial Protection Bureau (CFPB) finalized two minor modifications to the “Know Before You Owe” mortgage disclosure rules. The changes, which were proposed in October 2014, address when consumers…more

CFPB, Disclosure Requirements, Mortgages, TILA

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

IRS Issues New FATCA Regulations

On February 20, 2014, the Internal Revenue Service (IRS) issued additional final and temporary regulations (T.D. 9657) under the Foreign Account Tax Compliance Act of 2009 (FATCA) as well as new regulations (T.D. 9658) that…more

Disclosure Requirements, FATCA, Income Taxes, IRS

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Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

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And The Band Played On - Disputes Over Musical Group Names Were a Familiar Tune in 2013

On August 28, 2013, the founder of the classic rock band BOSTON and the owner of all of its trademarks lost a bid to prevent the band’s former lead singer from using the name BOSTON in connection with his ongoing musical career…more

Copyright, Music, Trademarks

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IRS Issues New FATCA Regulations

On February 20, 2014, the Internal Revenue Service (IRS) issued additional final and temporary regulations (T.D. 9657) under the Foreign Account Tax Compliance Act of 2009 (FATCA) as well as new regulations (T.D. 9658) that…more

Disclosure Requirements, FATCA, Income Taxes, IRS

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Federal Circuit Issues Decision Affirming Obviousness of a Molecule Patent Claim

On June 12, 2014, the US Court of Appeals for the Federal Circuit issued a precedential opinion affirming the obviousness of a patent claim directed to a drug molecule. Bristol-Myers Squibb Co. v. Teva Pharms. USA, Inc., ___…more

Bristol-Myers Squibb, Obviousness, Patent Infringement, Patent Litigation, Patents

See All Updates »

NFA Modifies EasyFile for Pool Annual Financial Statements

On February 10, National Futures Association (NFA) issued a notice to members describing minor changes to its EasyFile system for annual pool financial statement filings submitted by commodity pool operators (CPOs)..…more

CPOs, Electronic Filing, Financial Statements, NFA

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Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging…more

Accredited Investors, Emerging Growth Companies, IPO, Public Offerings, Regulation A

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Comments Sought by December 19th on the FDA's Proposed Criteria for "First Generic" Applications

This morning, the Food and Drug Administration (FDA) opened a public docket and requested comments on its proposed criteria for expedited review of "first generic" Abbreviated New Drug Applications (ANDAs). The comment period…more

ANDA, FDA, Generic Drugs, Hatch-Waxman, Patent Infringement

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IRS Issues Pronouncement on Virtual Currencies

On March 25, the Internal Revenue Service (IRS) issued Notice 2014-21 (notice) containing guidance and frequently asked questions relating to virtual currencies such as bitcoins. Among other clarifications, the notice states…more

Bitcoins, IRS, Virtual Currency

See All Updates »

Bankruptcy Court Finds Tenant Cannot Assume Commercial Lease After Waiving Rights to Seek Relief From Forfeiture Under California Law

The US Bankruptcy Court for the Central District of California (the "Court") recently upheld the validity of a commercial lease provision by which a debtor/tenant waived its rights to seek relief from forfeiture (i.e.,…more

Commercial Bankruptcy, Commercial Leases, Commercial Tenants, Forfeiture, Tenants

See All Updates »

SEC Staff Issues New FAQs on Regulation SHO

On March 17, the staff of the Securities and Exchange Commission’s Division of Trading and Markets (Staff) issued three new frequently asked questions (FAQs) relating to Regulation SHO. The current guidance under FAQ 2.5…more

Corporate Issuers, Regulation SHO, SEC

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Managing Peer Review Hearings and Litigation

In this presentation: - Overview and recommendations regarding hearing procedures. - Ways to maximize confidentiality and immunity protections under state law, HCQIA and the Patient Safety Act. - Effective…more

Confidentiality, Decision-Making Process, Defences, Defense Strategies, Evidentiary Hearings

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ESMA Issues Report Finding Tense EU Securities Market Conditions

On March 11, the European Securities and Markets Authority (ESMA) published its Report No. 1, 2015, on trends, risks and vulnerabilities in the European Union securities markets, covering the time period from July to December…more

Capital Markets, ESMA, EU, Securities

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

The Katten Kattwalk | Issue 04

In this issue: - Trademark Infringed? No Preliminary Injunction Unless Irreparable Harm Proved - Want to Reserve a Trademark? Be Prepared to Prove You Will Use It - Around the Horn: Customs and International…more

Infringement, Trademark Trial and Appeal Board, Trademarks, USPTO

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Eleventh Circuit Affirms Arbitration Dismissal in Favor of Investor’s Estate in Clawback Suit

The receiver of hedge funds that were part of a $168 million Ponzi scheme was unable to vacate an arbitration award denying clawback claims brought against an investor’s estate. The US Court of Appeals of the Eleventh Circuit…more

Appeals, Arbitration Awards, Clawbacks, Hedge Funds, Ponzi Scheme

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Supreme Court Gives TTAB Decisions Preclusive Effect Over Federal Court Infringement Actions in Limited Circumstances

In a carefully crafted 7-2 decision in B&B Hardware, Inc. v. Hargis Industries, Inc., the Supreme Court of the United States reversed the US Court of Appeals for the Eighth Circuit and granted preclusive effect to Trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

ICANN Gears Up for Second Round of gTLD Applications Even as First Round Still Underway

The most significant development in the Internet space in recent years is the ongoing generic top-level domain (gTLD) expansion. (As a reminder, a TLD is what appears to the right of the "dot" in a domain name (i.e., .COM, .ORG,…more

Domain Names, gTLD, ICANN, Internet, Websites

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Second Circuit Decision Provides Guidance for Drafting Enforceable Broker-Dealer Agreement Forum Selection Clause

On August 21, the US Court of Appeals for the Second Circuit decided two closely watched appeals regarding the intersection of Financial Industry Regulatory Authority, Inc. (FINRA) rules mandating arbitration of…more

Appeals, Broker-Dealer, FINRA, Forum Selection Clause, Goldman Sachs

See All Updates »

CFTC Approves Final Rule on Residual Interest Deadline for FCMs

On March 17, the Commodity Futures Trading Commission approved a final rule amending CFTC Regulation 1.22 to remove the December 31, 2018 automatic termination date relating to the phased-in compliance period for the Residual…more

CFTC, Deadlines, FCMs, Final Rules, Residual Interest

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SEC Comments on FINRA’s Proposed Rule Amendment to Increase Pricing Disclosure

On January 20, the Securities and Exchange Commission commented on the Financial Industry Regulatory Authority’s proposed amendment to FINRA Rule 2232 regarding transparency on prices in certain retail transactions in…more

FINRA, Fixed Income Investments, Proposed Amendments, SEC

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

US Supreme Court Briefing of Greenhouse Gas Cases Completed — Oral Argument Scheduled for February 24, 2014

Briefing has just concluded in a matter before the US Supreme Court involving challenges to the suite of greenhouse gas (GHG) cases decided by the US Court of Appeals for the District of Columbia Circuit in June 2012. In October…more

Carbon Emissions, Clean Air Act, Environmental Policies, EPA, Greenhouse Gas Emissions

See All Updates »

IRS Issues Pronouncement on Virtual Currencies

On March 25, the Internal Revenue Service (IRS) issued Notice 2014-21 (notice) containing guidance and frequently asked questions relating to virtual currencies such as bitcoins. Among other clarifications, the notice states…more

Bitcoins, IRS, Virtual Currency

See All Updates »

SEC Approves NYSE and NASDAQ New Compensation Committee and Adviser Listing Standards

On January 11, the Securities and Exchange Commission approved final amendments to listing standards submitted by NYSE Regulation, Inc. and NASDAQ Stock Market LLC with regard to the independence of compensation committees and…more

Compensation Committee, Independence Rules, Listing Standards, Nasdaq, NYSE

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

SEC Division of Corporation Finance Issues New C&DI Related to Resales Under Regulation S

On January 23, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding the resale of securities under Regulation S of the Securities Act of…more

CD&I, Foreign Issuers, Regulation S, Resale Exemption, SEC

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Comments Sought by December 19th on the FDA's Proposed Criteria for "First Generic" Applications

This morning, the Food and Drug Administration (FDA) opened a public docket and requested comments on its proposed criteria for expedited review of "first generic" Abbreviated New Drug Applications (ANDAs). The comment period…more

ANDA, FDA, Generic Drugs, Hatch-Waxman, Patent Infringement

See All Updates »

European Court Sides with the United Kingdom on Euro Clearing

On March 4, Europe’s second-highest court ruled in favor of the United Kingdom in a long-running dispute with the European Central Bank (ECB) regarding the latter’s right to mandate that central counterparties (CCPs) clearing…more

CCPs, Clearing Agencies, Counterparties, EU, European Central Bank

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SEC Proposes Rules for Disclosure of Companies’ Hedging Policies

On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public companies…more

Dodd-Frank, Hedging, Proposed Regulation, Proxy Statements, Public Disclosure

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Court Finds Section 15(a) of the Exchange Act Only Applicable in Domestic Transactions

The US District Court for the Northern District of Illinois recently granted defendants’ motion to dismiss one count of a Securities and Exchange Commission complaint, finding that the registration requirement under Section…more

Foreign Exchanges, SEC, Securities Exchange Act

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IRS Provides Special Rules for Refund of Employer-Paid Taxes Related to Imputed Income for Same-Sex Spouse Benefits

On September 23, the Internal Revenue Service released Notice 2013-61, which provides special rules for those making claims for refunds or adjustments of Federal Insurance Contributions Act (FICA) taxes and federal employment…more

DOMA, FICA Taxes, IRS, Same-Sex Marriage, SCOTUS

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California Court of Appeal Strictly Enforces Carveout Guaranty

In “what appears to be an issue of first impression, not only in California, but in the entire country,” the California Court of Appeal in Series AGI West Linn of Appian Group Investors De LLC v. Eves (June 14, 2013) addressed…more

Carve Out Provisions, Contract Drafting, Contract Interpretation, Guaranty Claims

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SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with certain…more

Corporate Officers, Directors, Disclosure Requirements, Enforcement Actions, Going-Private Transactions

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Attacks on Proxy Statement Compensation Disclosure

Litigation challenging equity compensation exploded in 2012 and shows no signs of slowing, with a storm of lawsuits targeting Rule 10b5-1 trading plans threatening to strike for 2013 as well..…more

Disclosure Requirements, Executive Compensation, Proxy Statements, Rule 10b-5, Say-on-Pay

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

IRS Issues Pronouncement on Virtual Currencies

On March 25, the Internal Revenue Service (IRS) issued Notice 2014-21 (notice) containing guidance and frequently asked questions relating to virtual currencies such as bitcoins. Among other clarifications, the notice states…more

Bitcoins, IRS, Virtual Currency

See All Updates »

LSTA Publishes Revised Documents Effective April 24, 2014

The Loan Syndications and Trading Association (LSTA) has released new forms of its primary trading documents, effective for trades entered into on or after April 24, 2014. The LSTA's updated forms are primarily…more

FATCA, International Tax Issues, Loans, Withholding Tax

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Due Date for FATCA Reporting of US Accounts Is Approaching

The deadline to report US accounts by offshore funds that are organized in Model 2 Intergovernmental Agreement (IGA) jurisdictions, such as Bermuda, as required by Foreign Account Tax Compliance Act (FATCA), is quickly…more

FATCA, FATCA Timeline, Intergovernmental Agreements

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Comments Sought by December 19th on the FDA's Proposed Criteria for "First Generic" Applications

This morning, the Food and Drug Administration (FDA) opened a public docket and requested comments on its proposed criteria for expedited review of "first generic" Abbreviated New Drug Applications (ANDAs). The comment period…more

ANDA, FDA, Generic Drugs, Hatch-Waxman, Patent Infringement

See All Updates »

IRS Ruling Creates Opportunities for Tax Savings by Companies With Substantial Real Estate Assets

On July 29, Windstream announced that it plans to spin off certain telecommunications network assets into an independent, publicly traded real estate investment trust (REIT). Windstream made the announcement after it obtained a…more

Corporate Taxes, Income Taxes, IRS, Mortgage REITS, REIT

See All Updates »

Supreme Court Gives TTAB Decisions Preclusive Effect Over Federal Court Infringement Actions in Limited Circumstances

In a carefully crafted 7-2 decision in B&B Hardware, Inc. v. Hargis Industries, Inc., the Supreme Court of the United States reversed the US Court of Appeals for the Eighth Circuit and granted preclusive effect to Trademark…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement

See All Updates »

What To Do About the .SUCKS New gTLD

In connection with its New Generic Top-Level Domain (gTLD) Program, as of March 2015, the Internet Corporation for Assigned Names and Numbers (ICANN) has delegated nearly 550 new gTLDs. This significant expansion of the Internet…more

Domain Names, gTLD, ICANN, Popular, Trademarks

See All Updates »

Federal Circuit Issues Decision Affirming Obviousness of a Molecule Patent Claim

On June 12, 2014, the US Court of Appeals for the Federal Circuit issued a precedential opinion affirming the obviousness of a patent claim directed to a drug molecule. Bristol-Myers Squibb Co. v. Teva Pharms. USA, Inc., ___…more

Bristol-Myers Squibb, Obviousness, Patent Infringement, Patent Litigation, Patents

See All Updates »

SEC Decreases Registration Statement Filing Fees for Fiscal Year 2015

On August 29, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other issuers pay to register their securities with the SEC will decrease from $128.80 per million…more

Filing Fees, Registration, SEC, Securities

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IRS and US Department of Labor Continue to Expand, Encourage and Simplify Correction Programs in 2013 Updates to EPCRS and DFVCP

Plan sponsors know that errors and failures in administering a retirement plan happen. All too often, changes in administrators, service providers and other staff uncover errors and compliance problems that should be corrected…more

Benefit Plan Sponsors, EBSA, EPCRS, ERISA, IRS

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Be Prepared: New Commercial Lease Disclosure Requirements Under California Disability Access Laws Take Effect July 1, 2013

In the fall of 2012, California Governor Jerry Brown signed Senate Bill 1186 (SB 1186). Among other things, SB 1186 reforms California’s disability access laws by: (1) banning pre-lawsuit letters from lawyers demanding money;…more

Commercial Leases, Disability, Disability Access Claims, New Legislation

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CFOs Ordered to Return Bonus and Profits Due to False Financial Statements

The Securities and Exchange Commission recently ordered two former CFOs of Saba Software, Inc. to reimburse the company for stock-sale profits and bonuses accrued during the 12-month periods following its materially false and…more

CFOs, False Statements, Personal Liability, SEC

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

OECD Publishes Initial Recommendations on BEPS

On September 16, the Organisation of Economic Co-operation and Development (OECD) published a set of recommendations for a coordinated approach to fight tax avoidance by multinational enterprises under the Base Erosion and…more

BEPS, Corporate Taxes, Jurisdiction, Multinationals, OECD

See All Updates »

Bankruptcy Court Finds Tenant Cannot Assume Commercial Lease After Waiving Rights to Seek Relief From Forfeiture Under California Law

The US Bankruptcy Court for the Central District of California (the "Court") recently upheld the validity of a commercial lease provision by which a debtor/tenant waived its rights to seek relief from forfeiture (i.e.,…more

Commercial Bankruptcy, Commercial Leases, Commercial Tenants, Forfeiture, Tenants

See All Updates »

IRS Ruling Creates Opportunities for Tax Savings by Companies With Substantial Real Estate Assets

On July 29, Windstream announced that it plans to spin off certain telecommunications network assets into an independent, publicly traded real estate investment trust (REIT). Windstream made the announcement after it obtained a…more

Corporate Taxes, Income Taxes, IRS, Mortgage REITS, REIT

See All Updates »

Study Finds Whistleblowers Increase Penalties of Regulatory Enforcement Actions

A recent academic paper found that whistleblower involvement in financial misrepresentation enforcement actions tends to increase (1) penalties against firms by an average of $77 million, (2) penalties against employees by an…more

Enforcement Actions, Enforcement Statistics, Whistleblowers

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DFS Superintendent Lawsky Discusses Revised BitLicense Framework

On December 18, New York State Department of Financial Services (DFS) Superintendent Benjamin Lawsky delivered remarks on the revised BitLicense framework at the Bipartisan Policy Center in Washington, DC. If adopted, the…more

Banking Sector, Banks, Bitcoin, BitLicense, Department of Financial Services

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Loan Agreements, Secured Lenders

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Clouds on the Horizon for Claim Purchasers in the Third Circuit

In a decision of significance to the distressed claims trading community, the US Court of Appeals for the Third Circuit in In re KB Toys Inc. recently held that any risk or “cloud” of disallowance under the Bankruptcy Code…more

Assignments, Avoidable Transfer, Chapter 11, Commercial Bankruptcy, Disallowance Defense

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Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

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SEC Issues New Debt Tender Offer Guidance

On January 23, the Securities and Exchange Commission’s Division of Corporate Finance issued a no-action letter (New Letter) that (1) substantially revises prior guidance relating to debt tender offers and (2) expands the…more

Exchange Offer, No-Action Letters, Non-Convertible Debt Securities, SEC, Tender Offers

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Illinois House Considers Bill to Allow “Bonding Off” of Mechanics Liens

Lenders in Illinois might want to take note of pending Illinois House Bill 2804. The bill would amend the Mechanics Lien Act, so as to allow “bonding off” of mechanic liens for the first time in Illinois. Nearly every state but…more

Bonds, Lenders, Mechanics Lien, Proposed Legislation

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US Supreme Court Briefing of Greenhouse Gas Cases Completed — Oral Argument Scheduled for February 24, 2014

Briefing has just concluded in a matter before the US Supreme Court involving challenges to the suite of greenhouse gas (GHG) cases decided by the US Court of Appeals for the District of Columbia Circuit in June 2012. In October…more

Carbon Emissions, Clean Air Act, Environmental Policies, EPA, Greenhouse Gas Emissions

See All Updates »

FINRA Seeks Comment on Proposal Requiring Registration of Associated Persons Who Develop Algorithmic Trading Strategies

Introduction - As part of its ongoing market structure initiatives related to, among other things, automated trading activities, the Financial Industry Regulatory Authority (FINRA) has issued a proposal that would require…more

Algorithmic Trading, Associated Persons, Comment Period, FINRA, Registration Requirement

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2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition

The Securities and Exchange Commission announced that its Advisory Committee on Small and Emerging Companies (Committee) will hold a public meeting on February 17 to vote on recommendations to the SEC regarding the definition of…more

Accredited Investors, Emerging Growth Companies, Public Meetings, SEC, Small Business

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Personal Service With a Smile: A History of California’s “Seven-Year” Rule

Seven Years Hard Labor [Code]- In 1872, Yellowstone National Park was established as the world’s first national park, President Ulysses S. Grant signed the Amnesty Act restoring civil rights to most (but not all)…more

Legal History

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A New Target for Distressed Investors: What Claims Traders Need to Know About Target Canada and Canadian Insolvency Law

On January 14, 2015, Target Corporation ("Target US") announced the exit of substantially all of its Canadian operations less than two years after opening its first Canadian stores in a strategic push to operate at least one…more

See All Updates »

Matria Healthcare Insider Traders Will Go to Trial

The US District Court for the Northern District of Georgia denied a motion for partial summary judgment in the Security and Exchange Commission’s insider trading case against Earl Arrowood and Parker Petit. The SEC alleges that…more

Healthcare, Insider Trading, Mergers, SEC, Trials

See All Updates »

Georgia Complaint Challenges Constitutionality of SEC Administrative Proceedings

A complaint filed in the Northern District of Georgia on February 19 alleges that the Securities and Exchange Commission brings claims in administrative courts that are unconstitutional. The plaintiffs in the case, Gray…more

Administrative Hearings, Article II, Enforcement Actions, Gray Financial Group, SEC

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Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a shareholder derivative suit brought by shareholders of KKR Financial Holdings LLC…more

Breach of Duty, Business Judgment Rule, Controlling Stockholders, Derivative Suit, Shareholder Litigation

See All Updates »

SDNY Dismisses False Claims Act Complaint, Finding Relators Misconstrued Medicaid Program Legal Framework

A False Claims Act case against the New York City Department of Education (NYCDOE) was dismissed on March 25, the district court holding that Medicaid providers (such as school districts that provide health services) cannot be…more

DOJ, False Claims Act, Healthcare, Medicaid, Public Schools

See All Updates »

Meeting of the SEC Advisory Committee on Small and Emerging Companies

The Securities and Exchange Commission’s Advisory Committee on Small and Emerging Companies met on March 4 to discuss various topics related to facilitating the secondary market for trading securities of small and emerging…more

Accredited Investors, Emerging Growth Companies, IPO, Public Offerings, Regulation A

See All Updates »

UK Regulator Announces Its Approach to Financial Promotions in Social Media

On March 13, the UK regulator, the Financial Conduct Authority (FCA) published finalized guidance on its supervisory approach to financial promotions in social media (the “Guidance”). The range of social media within the FCA’s…more

Final Guidance, Financial Conduct Authority, Financial Promotions, Social Media, Social Networks

See All Updates »

Major Breakthrough in the Information Technology Agreement Expansion Talks

The Office of the United States Trade Representative and the Ministry of Commerce of the People’s Republic of China announced on November 10, 2014 that the United States and China have reached an agreement on the coverage of…more

China, Technology, US Trade Policies, WTO

See All Updates »

Supreme Court Limits Scope of SOX Anti-Shredding Provision

The US Supreme Court recently reversed the conviction of a commercial fisherman, John L. Yates, accused of violating 18 U.S.C. § 1519, also known as the anti-shredding provision of the Sarbanes-Oxley Act (SOX), holding that the…more

Destruction of Evidence, Evidence, Fishing Industry, Sarbanes-Oxley, SCOTUS

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Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

See All Updates »

HSR Act Thresholds to Rise on February 20

On January 21, the Federal Trade Commission published new notification and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The revised thresholds will apply to all mergers and…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, The Clayton Act

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

IRS Ruling Creates Opportunities for Tax Savings by Companies With Substantial Real Estate Assets

On July 29, Windstream announced that it plans to spin off certain telecommunications network assets into an independent, publicly traded real estate investment trust (REIT). Windstream made the announcement after it obtained a…more

Corporate Taxes, Income Taxes, IRS, Mortgage REITS, REIT

See All Updates »

Delaware Chancery Court Declines to Dismiss Fraud Claims Against Private Equity Fund and Directors

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery denied the defendants’ motion to dismiss fraud-based claims made in connection with Great Hill’s acquisition of Plimus, a…more

Board of Directors, Business Litigation, Corporate Officers, Due Diligence, Fraud

See All Updates »

Illinois House Considers Bill to Allow “Bonding Off” of Mechanics Liens

Lenders in Illinois might want to take note of pending Illinois House Bill 2804. The bill would amend the Mechanics Lien Act, so as to allow “bonding off” of mechanic liens for the first time in Illinois. Nearly every state but…more

Bonds, Lenders, Mechanics Lien, Proposed Legislation

See All Updates »

Study Finds Whistleblowers Increase Penalties of Regulatory Enforcement Actions

A recent academic paper found that whistleblower involvement in financial misrepresentation enforcement actions tends to increase (1) penalties against firms by an average of $77 million, (2) penalties against employees by an…more

Enforcement Actions, Enforcement Statistics, Whistleblowers

See All Updates »

Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Federal Circuit Issues Decision Affirming Obviousness of a Molecule Patent Claim

On June 12, 2014, the US Court of Appeals for the Federal Circuit issued a precedential opinion affirming the obviousness of a patent claim directed to a drug molecule. Bristol-Myers Squibb Co. v. Teva Pharms. USA, Inc., ___…more

Bristol-Myers Squibb, Obviousness, Patent Infringement, Patent Litigation, Patents

See All Updates »

Major Breakthrough in the Information Technology Agreement Expansion Talks

The Office of the United States Trade Representative and the Ministry of Commerce of the People’s Republic of China announced on November 10, 2014 that the United States and China have reached an agreement on the coverage of…more

China, Technology, US Trade Policies, WTO

See All Updates »

Corporate and Financial Weekly Digest - Volume IX, Issue 36

In this issue: - Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld - FINRA Board to Consider Rule Proposals Regarding Private Trading Platforms - CBOE and C2 in Discussions…more

AIFM, AIFMD, Banks, Bitcoins, CBOE

See All Updates »

SEC 2015 Examination Priorities Focus on Liquid Alternatives and Fixed-Income Funds

On January 13, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) released its 2015 examination priorities for investment companies, investment advisers, broker-dealers and transfer…more

Broker-Dealer, Fixed Income Investments, Investment Adviser, LiquidAlts, OCIE

See All Updates »

Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

See All Updates »

District Court Denies Distressed Funds the Right to Vote on Bankruptcy Plan

The US District Court for the Western District of Washington (the "District Court") recently affirmed a bankruptcy court decision that prohibited a transferee of a secured lender's interest in a loan from voting on a debtor's…more

Assignees, Commercial Bankruptcy, Debt, Loan Agreements, Secured Lenders

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LSTA Publishes Revised Documents Effective April 24, 2014

The Loan Syndications and Trading Association (LSTA) has released new forms of its primary trading documents, effective for trades entered into on or after April 24, 2014. The LSTA's updated forms are primarily…more

FATCA, International Tax Issues, Loans, Withholding Tax

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US Supreme Court Briefing of Greenhouse Gas Cases Completed — Oral Argument Scheduled for February 24, 2014

Briefing has just concluded in a matter before the US Supreme Court involving challenges to the suite of greenhouse gas (GHG) cases decided by the US Court of Appeals for the District of Columbia Circuit in June 2012. In October…more

Carbon Emissions, Clean Air Act, Environmental Policies, EPA, Greenhouse Gas Emissions

See All Updates »

Patent Trial and Appeal Board Issues First IPR Decisions on Orange Book-Listed Patents

On December 9, 2014, the Patent Trial and Appeal Board (PTAB) issued final decisions in three inter partes review (IPR) proceedings filed by Amneal Pharmaceuticals challenging three patents listed in the Orange Book for Oracea®…more

America Invents Act, Inter Partes Review Proceedings, Patent Trial and Appeal Board, Pharmaceutical, Pharmaceutical Manufacturers

See All Updates »

SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product…more

Attorney-Client Privilege, China, Confidential Communications, Corporate Counsel

See All Updates »

SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product…more

Attorney-Client Privilege, China, Confidential Communications, Corporate Counsel

See All Updates »

Marketing Investment Management Services to Public Retirement Systems: Complying with Applicable Laws and Regulations

It is well-known that high-profile jurisdictions such as California and New York City have in certain instances placed lobbyist registration requirements on investment managers that solicit investment advisory business from…more

Investment Management, Marketing, New Regulations, Pensions, Retirement

See All Updates »

SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the…more

Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, EDGAR, New Regulations

See All Updates »

Delaware Court of Chancery Restricts Board’s Ability to Subject Former Shareholders to New Bylaws

The Delaware Court of Chancery recently held, in a case of first impression, that a non-reciprocal fee-shifting bylaw cannot be applied to a claim brought by a former shareholder who had been cashed out of the company before the…more

Board of Directors, Bylaws, Corporate Governance, Fee-Shifting, Going-Private Transactions

See All Updates »

Project Blue: A Stamp Duty Land Tax Case That Made Headlines

In July 2013, the Stamp Duty Land Tax (SDLT) case of Project Blue Ltd v. HM Revenue & Customs, concerning the high-profile development of Chelsea Barracks, was the first real test of the SDLT’s broad anti-avoidance rule (Section…more

Anti-Avoidance, Media, Real Estate Market, Stamp Duty Land Tax, UK

See All Updates »

Copyright Registration Basics for "Creative Entrepreneurs"

When I talk to writers, artists and other creative people with ideas for a film, television show, or other production the first thing they often want to do is start talking to other people about it. Sometimes they only have an…more

Copyright, Entrepreneurs, Writers

See All Updates »

SEC Adopts Regulation AB II

On August 27, the Securities and Exchange Commission at an open meeting unanimously adopted Regulation AB II (Reg AB II). The final rule provides significant revisions to Regulation AB, which provides the rules regarding the…more

Asset-Backed Securities, Disclosure Requirements, Dodd-Frank, EDGAR, New Regulations

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

FINRA Seeks Comment on Proposal Requiring Registration of Associated Persons Who Develop Algorithmic Trading Strategies

Introduction - As part of its ongoing market structure initiatives related to, among other things, automated trading activities, the Financial Industry Regulatory Authority (FINRA) has issued a proposal that would require…more

Algorithmic Trading, Associated Persons, Comment Period, FINRA, Registration Requirement

See All Updates »

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -…more

10b5-1 Plans, Compliance, Derivative Suit, Equity Compensation, Injunctions

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

The SEC's MCDC Initiative: Where To Go From Here

Issuers, underwriters and advisors in the municipal bond marketplace are facing unprecedented challenges from federal regulators in connection with both the issuance of bonds and ongoing post-issuance compliance. These…more

Audits, Bonds, Compliance, Enforcement, IRS

See All Updates »

The SEC's MCDC Initiative: Where To Go From Here

Issuers, underwriters and advisors in the municipal bond marketplace are facing unprecedented challenges from federal regulators in connection with both the issuance of bonds and ongoing post-issuance compliance. These…more

Audits, Bonds, Compliance, Enforcement, IRS

See All Updates »

Illinois Employers Take Note: New Law to Limit When Job Applicant's Criminal Record May Be Considered

On July 19, 2014, Illinois Governor Pat Quinn signed into law a statute that limits when an employer may inquire about and consider a job applicant's criminal record. The law, known as the Job Opportunities for Qualified…more

Ban the Box, Criminal Background Checks, Criminal Records, Employee Rights, Job Applicants

See All Updates »

Corporate and Financial Weekly Digest - Volume IX, Issue 11

In this issue: - NASDAQ Launches Marketplace for Private Companies - SEC Proposes Rules to Enhance Oversight of Clearing Agencies - FINRA Proposes to Amend Rules 2210 and 2214 - CME Group Exchanges…more

Audits, CFTC, Clearing Agencies, CME, FINRA

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

SEC Proposes Rule Amendments to Implement JOBS Act Registration Thresholds

On December 18, 2014, the Securities and Exchange Commission proposed rule amendments that, if adopted, would modify SEC rules governing registration under Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act),…more

JOBS Act, Proposed Amendments, Registration, SEC, Securities Exchange Act

See All Updates »

A New Target for Distressed Investors: What Claims Traders Need to Know About Target Canada and Canadian Insolvency Law

On January 14, 2015, Target Corporation ("Target US") announced the exit of substantially all of its Canadian operations less than two years after opening its first Canadian stores in a strategic push to operate at least one…more

See All Updates »

Corporate and Financial Weekly Digest - Volume X, Issue 10

In This Issue: - NYSE Amends "Late Filer Rule" - CFTC Responds to District Court's Remand Order on Certain Cross-Border Swaps Rules - Delaware Chancery Court Addresses Proper Purpose for Inspection…more

CFTC, Cross-Border Transactions, Enforcement, Enforcement Actions, ESMA

See All Updates »

FDIC Issues Private Letter to Elaborate on Brokered Deposit FAQ

On February 4, representatives of the Federal Deposit Insurance Corporation (FDIC) sent a letter to David Hanrahan, the president and CEO of Capital Bank of New Jersey, in which they elaborated on a particular question and…more

Banks, Brokered Deposits, FDIC, Private Letter Rulings

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California Energy Commission Implements New Energy Use Requirements

After several delays in implementation and enforcement by the California Energy Commission, California’s new energy use disclosure requirement commenced on January 1, 2014, for all non-residential buildings with a total gross…more

Energy, Energy Efficiency, Energy Policy, Utilities Sector

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US Patent and Trademark Office Considering Proposal to Allow Amendments to Trademark Identifications Due to Technological Changes

The US Patent and Trademark Office (USPTO) is currently considering a proposal to allow amendments to the identifications of goods/services in a trademark registration because of technological changes in how the goods/services…more

Popular, Technology, Trademark Litigation, Trademarks, USPTO

See All Updates »

SDNY Dismisses False Claims Act Complaint, Finding Relators Misconstrued Medicaid Program Legal Framework

A False Claims Act case against the New York City Department of Education (NYCDOE) was dismissed on March 25, the district court holding that Medicaid providers (such as school districts that provide health services) cannot be…more

DOJ, False Claims Act, Healthcare, Medicaid, Public Schools

See All Updates »

What To Do About the .SUCKS New gTLD

In connection with its New Generic Top-Level Domain (gTLD) Program, as of March 2015, the Internet Corporation for Assigned Names and Numbers (ICANN) has delegated nearly 550 new gTLDs. This significant expansion of the Internet…more

Domain Names, gTLD, ICANN, Popular, Trademarks

See All Updates »

Municipal Bankruptcies: An Overview and Recent History of Chapter 9 of the Bankruptcy Code

The City of Detroit filed for protection under chapter 9 of the Bankruptcy Code on July 18, 2013,[1] becoming the largest municipality to ever file for bankruptcy. Detroit’s bankruptcy filing presents numerous complicated…more

Chapter 9, Detroit, Municipal Bankruptcy, Municipal Bonds, Municipalities

See All Updates »

SEC Charges Insiders for Failure to Update Schedule 13D Disclosures

On March 13, the Securities and Exchange Commission charged eight officers, directors and major shareholders for failing to update material changes in their stock ownership disclosures on Schedule 13D in connection with certain…more

Corporate Officers, Directors, Disclosure Requirements, Enforcement Actions, Going-Private Transactions

See All Updates »

2014 Year-End Estate Planning Advisory

In 2014, we continued to experience a period of relative stasis in our federal transfer tax system and have been able to plan without expecting imminent significant changes to the system. Under the American Taxpayer Relief Act…more

Estate-Tax Exemption, Gift-Tax Exemption, Year-End Planning, Year-End Tax Planning

See All Updates »

Sixth Circuit Rejects Claim Preclusion Where Fraudulent Conduct Concealed in a Prior Action

The US Court of Appeals for the Sixth Circuit recently reversed a district court’s decision to dismiss a complaint based on claim preclusion. In its complaint, Venture Global Engineering (VGE) alleged that Satyam Computer…more

Claim Preclusion, Fraud

See All Updates »

DFS Superintendent Lawsky Discusses Revised BitLicense Framework

On December 18, New York State Department of Financial Services (DFS) Superintendent Benjamin Lawsky delivered remarks on the revised BitLicense framework at the Bipartisan Policy Center in Washington, DC. If adopted, the…more

Banking Sector, Banks, Bitcoin, BitLicense, Department of Financial Services

See All Updates »

The Katten Kattwalk - Issue 06

In this issue: - “Google It”: The Search Engine’s Trademark May Be a Verb, But It’s Not Generic - You Say “Tom‘ah’to,” I Say “Tom‘ay’to”: Determining the Correct Pronunciation of Uniquely Coined Trademarks -…more

Domain Names, Exceptional Case, Fee-Shifting, Generic, Google

See All Updates »

Marketing Investment Management Services to Public Retirement Systems: Complying with Applicable Laws and Regulations

It is well-known that high-profile jurisdictions such as California and New York City have in certain instances placed lobbyist registration requirements on investment managers that solicit investment advisory business from…more

Investment Management, Marketing, New Regulations, Pensions, Retirement

See All Updates »

Attacks on Proxy Statement Compensation Disclosure: An Update on the Gathering Storm

In this presentation: - Update January 15, 2013 Presentation. More investigation notices, more lawsuits filed, more decisions reached. Trends are becoming more apparent in hindsight. - Say-on-pay. -…more

Derivative Suit, Executive Compensation, Injunctions, Proxy Statements, Say-on-Pay

See All Updates »

SDNY Holds No Attorney-Client Privilege Applies to Communications With In-House Legal Department in China

A US District Court in the Southern District of New York recently ordered Bank of China Limited (BOC) to produce thousands of documents that the court found not to be protected by the attorney-client privilege or work-product…more

Attorney-Client Privilege, China, Confidential Communications, Corporate Counsel

See All Updates »

China Regulator Proposes to Permit Designated Domestic Futures Contracts to be Traded by Foreigners

The China Securities Regulatory Commission (CSRC) is soliciting public comment on proposed rules (Interim Measures) that would open Chinese futures markets to direct trading by non-Chinese persons apparently for both speculative…more

CSRC, Foreign Nationals, Futures, People's Bank of China, Proposed Regulation

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The Re-Proposed Margin Rules for Non-Cleared Swaps: Some Issues and Suggestions for End Users

BACKGROUND: The US banking regulators and the Commodity Futures Trading Commission (CFTC) have each recently re-proposed margin rules for non-cleared swaps (the "Proposed Rules") that are virtually identical in substance and are…more

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Contact

525 West Monroe Street
Chicago, Illinois 60661-3693, United States

Contact: Vincent A. F. Sergi, National Managing Partner

  • 312.902.5200
  • 312.902.1061

Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Real Estate
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Wills, Trusts, & Estate Planning
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Illinois
  • New York
  • North Carolina
  • Texas
Other Countries
  • China
  • United Kingdom
Number of Attorneys

400+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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