Katten Muchin Rosenman LLP

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Patrick Abbott

Enantiomer Patents: Innovative or Obvious?

I. Introduction - Stereochemistry relates to the spatial organization of atoms in a molecule. Often molecules having the same chemical makeup can exist in different spatial arrangements. These related molecules are known…more

Innovation, Obviousness, Patent Applications, Patents

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Allan Abshez

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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Claudia Allen

ISS Updating QuickScore Methodology and Opening Data Validation Period

On February 18, 2014, Institutional Shareholder Services (ISS), a leading proxy advisory firm, will launch the second generation of its QuickScore governance risk scoring system and analytical tool for Russell 3000 companies…more

ISS

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James Anderson

ISS Announces ISS Governance QuickScore to Replace GRId

Institutional Shareholder Services (ISS) recently announced that, effective in late February or early March, it is replacing its Governance Risk Indicators (GRId) database with the new ISS Governance QuickScore (QuickScore),…more

GRId System, ISS, Proxy Statements, QuickScore, Risk Assessment

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Janet M. Angstadt

FINRA Proposes to Amend Rule 4210

The Financial Industry Regulatory Authority, Inc. requested comments on amendments to Rule 4210 to establish margin requirements for To Be Announced (TBA) market transactions. The TBA market is where most agency mortgage-backed…more

FINRA, Mortgage-Backed Securities

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D. Stephen Antion

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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Merilee Arevalo

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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Tim Aron

EU Trade Reporting to Begin in February 2014

On November 14, the registration of the first four trade repositories (TRs) under the European Market Infrastructure Regulation (EMIR) took effect. The four registered TRs are..…more

EMIR, EU, Reporting Requirements, Trade Policy

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Karen Artz Ash

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

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Avi Badash

FINRA Requests Comment on Rules Regarding Communications with the Public and Gifts, Gratuities and Non-Cash Compensation

The Financial Industry Regulatory Authority (FINRA) has issued Regulatory Notice 14-14 and Regulatory Notice 14-15 announcing that it will initiate a review of certain of its rules to ensure that its rules remain relevant and…more

Compliance, FINRA, New Regulations

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Craig A. Barbarosh

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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Paige Barr

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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Peter Battaglioli

President Obama Signs Executive Order "Blocking Property of Certain Persons Contributing to the Situation in Ukraine"

On March 6, 2014, President Obama issued an executive order “blocking property of certain persons contributing to the situation in Ukraine” (“the Order”), designed to address the extraordinary threats to democratic processes and…more

Executive Orders, Russia, Sanctions, Ukraine

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Kevin M. Baum

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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Karin Berg

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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Joshua Berman

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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Edward Black

ESMA Publishes EMIR Q&As

On March 20, the European Securities and Markets Authority (ESMA) published Questions & Answers (Q&A) relating to the implementation of the Regulation on OTC Derivatives, Central Counterparties (CCPs) and Trade Repositories…more

EMIR, ESMA

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James M. Brady

CFTC Requests Public Comment on ICE Swap Trade Packaged Transaction Rule

ICE Swap Trade, LLC, a swap execution facility temporarily registered with the Commodity Futures Trading Commission, recently self-certified amendments to its rules (ICE Rules) to allow market participants to execute “packaged…more

CFTC, Commodities Exchange Act, Swap Dealers, Swaps

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Dustin Branch

California Court of Appeal Allows Tenant's Fraud Suit Against Shopping Center Landlord Based on Estimates for Real Property Taxes, Insurance and Common Area Maintenance Fees in Letter of Intent to Proceed

Last week, the California Court of Appeal for the Second District reversed a trial court’s decision which dismissed a tenant’s lawsuit against a shopping center landlord based on the disparity between estimates of certain…more

Fees, Fraud, Landlords, Letters of Intent, Maintenance

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Henry Bregstein

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

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Blake Brockway

Foreign Listed Stock Index Futures and Options Approval Chart April 16, 2014

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of April 16, 2014. All prior versions are superseded and should be discarded. Please note the following developments…more

CFTC, Economic Development, Foreign Exchanges, Futures, Stocks

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Jennifer Brooks

Promises to Keep—Lender Beware: California Supreme Court Expands Parol Evidence Fraud Exception

In 1935, the California Supreme Court in Bank of America National Trust and Savings Ass’n v. Pendergrass prohibited a borrower from introducing external or parol evidence to demonstrate fraud in connection with an agreement if…more

Bank of America v Pendergrass, Borrowers, Default, Fraud, Fraud Exception

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Shannon Broome

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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Bryan Brown

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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Gregory Brown

Court Finds Private Equity Portfolio Company May Have Liability for Withdrawal by Another Portfolio Company

The US Court of Appeals for the First Circuit recently delivered a potentially far-reaching decision for the private equity industry. In a case which involved a typical private equity structure, Sun Capital Partners III, LP, et…more

Investment Portfolios, Liability, Multiemployer Plan, Pensions, Private Equity

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Matthew Brown

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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Alan Brudner

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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Christopher K. Buch

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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Cynthia Burch

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 »

James Calder

FTC Announces New Filing Thresholds for Hart-Scott-Rodino Pre-Merger Notifications

The Federal Trade Commission (FTC) has announced the new notification thresholds for pre-merger notification reports that must be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The notification…more

FTC, Hart-Scott-Rodino Act, Pre-Merger Filing Requirements, The Clayton Act

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Michael Callahan

PSO Reminder: Hospitals Need to Contract with a PSO in Order to Participate in State Insurance Exchanges

Hospitals with 50 or more beds will not be able to provide services through qualified health plans working with state insurance exchanges under the Affordable Care Act (ACA) unless the hospital has a patient safety evaluation…more

AHRQ, Health Insurance Exchanges, Healthcare, Hospitals, Patient Safety Organizations

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Claudia Callaway

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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Neil Carbone

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Jennifer Carmen

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

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Christopher Casavale

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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Bonnie Chmil

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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Bertrand J. Choe

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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Jason F. Clouser

Sixth Circuit Affirms Dismissal of Shareholder Class Action Due to Plaintiff’s Failure to Plead Recklessness

The US Court of Appeals for the Sixth Circuit recently affirmed an Ohio district court’s decision to dismiss a securities fraud putative class action accusing Defendant Zoo Entertainment, Inc. (Zoo), a video game software…more

Class Action, Pleadings, Putative Class Actions, Securities Fraud, Shareholder Litigation

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David Cohen

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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Wendy E. Cohen

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

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Christina Costley

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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Tanya Curtis

FTC Settles With Businesses Who Allegedly Misrepresented US-EU Safe Harbor Certification

Beware: Even if your company substantially complies with the Privacy Principles of the US-EU Safe Harbor, failure to annually re-certify can land you in hot water. Twelve US businesses—ranging from sports teams, to…more

Compliance, Enforcement Actions, EU, FTC, Misrepresentation

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Bret Danow

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

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Jill Darrow

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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Ronni Davidowitz

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Guy C. Dempsey, Jr.

Federal Reserve Approves Final Rule Regulating Bank Holding Companies and Foreign Banking Organizations

On February 18, the Federal Reserve Board (Federal Reserve) approved a Final Rule to enhance supervision over the largest US bank holding companies (BHCs) and the largest foreign banking organizations (FBOs) with operations in…more

Bank Holding Company, Banks, Dodd-Frank, Federal Reserve, Foreign Banks

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Alessandra Denis

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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David Dickstein

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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Karen B. Dine

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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Michael Diver

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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William Dorsey

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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Whitney Ellerman

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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Adam Engel

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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Paul Esformes

First Compliance Period Underway for California’s AB32 Cap-and-Trade Program

After years of preparation and controversy, California’s cap-and-trade program has entered a new stage. The first compliance period officially began on January 1, 2013, requiring businesses to comply with GHG emissions limits or…more

Cap-and-Trade, Electricity, Greenhouse Gas Emissions

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Leonard Ferber

FTC Settles With Businesses Who Allegedly Misrepresented US-EU Safe Harbor Certification

Beware: Even if your company substantially complies with the Privacy Principles of the US-EU Safe Harbor, failure to annually re-certify can land you in hot water. Twelve US businesses—ranging from sports teams, to…more

Compliance, Enforcement Actions, EU, FTC, Misrepresentation

See All Updates »

Christopher Ferenc

Enantiomer Patents: Innovative or Obvious?

I. Introduction - Stereochemistry relates to the spatial organization of atoms in a molecule. Often molecules having the same chemical makeup can exist in different spatial arrangements. These related molecules are known…more

Innovation, Obviousness, Patent Applications, Patents

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Christine Fitzgerald

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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Kevin M. Foley

CFTC Seeks Comments on ICE Clear Europe Petition

On April 7, the Commodity Futures Trading Commission requested public comment on a petition submitted by ICE Clear Europe Limited (ICE Clear Europe) to amend an earlier CFTC order permitting ICE Clear Europe and futures…more

CFTC, EU, ICE

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William Freeman

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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Jeff Friedman

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 »

Roger Furey

Supreme Court Inks Uniform Standing Test for Lanham Act False Advertising Claims

Key Takeaways - - The US Supreme Court created a uniform test for standing for false advertising claims under Section 43(a) of the Lanham Act, resolving a three-way circuit split. - The new standing test requires…more

False Advertising, Lanham Act, Lexmark, Lexmark v Static Control Components, SCOTUS

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Joseph E. Gallo

Delaware Court Awards Attorneys’ Fees for Opposition’s Bad Faith Litigation Conduct

The Delaware Court of Chancery recently held that a prevailing party in a lawsuit may be awarded attorneys’ fees when the opposing party engaged in bad faith litigation tactics, even when the prevailing party does not actually…more

Attorney's Fees, Bad Faith, Equitable Relief, Expert Testimony, Joint Venture

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Jessica Garrett

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 »

David Goldberg

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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Darius Goldman

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

See All Updates »

Doron Goldstein

Supreme Court Inks Uniform Standing Test for Lanham Act False Advertising Claims

Key Takeaways - - The US Supreme Court created a uniform test for standing for false advertising claims under Section 43(a) of the Lanham Act, resolving a three-way circuit split. - The new standing test requires…more

False Advertising, Lanham Act, Lexmark, Lexmark v Static Control Components, SCOTUS

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Michael S. Gordon

SEC Brings Lawsuit Against Former Carter’s Executive for Insider Trading and Tipping

On March 7, the Securities and Exchange Commission filed a complaint in the US District Court for the Northern District of Georgia against Richard Posey, former vice president of Operations of children’s clothing manufacturer…more

Enforcement Actions, Illegal Tipping, Insider Trading, SEC

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Jack P. Governale

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

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Evan Greebel

Texas Department of Banking Issues Guidance on Treatment of Virtual Currency

On April 3, the Texas Department of Banking released a supervisory memorandum on the regulatory treatment of virtual currencies such as bitcoin under the Texas Money Services Act. The guidance clarified that virtual currency was…more

Banks, Bitcoins, Money Services Business, Virtual Currency

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Russell E. Greenblatt

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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Christina Grigorian

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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Michelle Griswold.

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules…more

Audits, Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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Brandon Hadley

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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David Halberstadter

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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Andrew Halbert

Judges Raise Concerns Regarding Conflict Minerals Rule at Appeal Hearing

On January 7, the US Court of Appeals for the District of Columbia Circuit held oral arguments for the lawsuit challenging the Securities and Exchange Commission’s conflict minerals rule. According to reports on the hearing, two…more

Conflict Mineral Rules, First Amendment, SEC

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Jasmine Hanif

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Elese Hanson

Draft FDA Guidance on Real-Time Promotional Statements Made Via Social Media

In January 2014, the US Food and Drug Administration (FDA) gave the pharmaceutical industry another glimpse of its thinking on social media marketing. The agency’s draft guidance, titled “Fulfilling Regulatory Requirements for…more

Contests & Promotions, FDA, Pharmaceutical, Social Media

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Scott Harlan

Brand Registry Agreement Addendum Published for Public Comment

On December 6, 2013, ICANN posted for public comment a proposal requested by the Brand Registry Group to incorporate a new Specification 13 to the new gTLD Registry Agreement, which would be available to a registry operator that…more

Brand, gTLD, ICANN, Registration, Trademark Clearinghouse

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Anna-Liza Harris

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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Christian Hennion

Foreign Listed Stock Index Futures and Options Approval Chart April 16, 2014

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of April 16, 2014. All prior versions are superseded and should be discarded. Please note the following developments…more

CFTC, Economic Development, Foreign Exchanges, Futures, Stocks

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Kristin Holland

Checklist Series: The Transactional In-House Lawyer’s Guide to Copyright Infringement Litigation

While the largest media companies have entire legal departments devoted to defending litigation, smaller companies may have only one in-house counsel, usually someone more familiar with business transactions than defending…more

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

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Gary Howell

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 »

Brian Huben

California Court of Appeal Allows Tenant's Fraud Suit Against Shopping Center Landlord Based on Estimates for Real Property Taxes, Insurance and Common Area Maintenance Fees in Letter of Intent to Proceed

Last week, the California Court of Appeal for the Second District reversed a trial court’s decision which dismissed a tenant’s lawsuit against a shopping center landlord based on the disparity between estimates of certain…more

Fees, Fraud, Landlords, Letters of Intent, Maintenance

See All Updates »

Debra Hughes

USPTO Publishes Draft Trademark Examination Guide Update Regarding Applications for Marks Comprised of gTLDs

The Internet Corporation for Assigned Names and Numbers (ICANN) is currently considering applications to add up to 1,400 new generic Top-Level Domains (gTLDs) to the Internet landscape, with some gTLDs opening for domain-name…more

gTLD, ICANN, Trademarks, USPTO

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James Hutchison

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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Joseph Iskowitz

SEC Extends Sunset Date for Temporary Rule Regarding Principal Trades with Certain Advisory Clients

The Securities and Exchange Commission has extended the sunset date of Rule 206(3)-3T under the Investment Advisers Act of 1940 (the Act) from December 31, 2012, to December 31, 2014. Rule 206(3)-3T is a temporary rule that…more

Investment Adviser, SEC

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Carolyn H. Jackson

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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Adam Joines

CFTC Seeks Comments on ICE Clear Europe Petition

On April 7, the Commodity Futures Trading Commission requested public comment on a petition submitted by ICE Clear Europe Limited (ICE Clear Europe) to amend an earlier CFTC order permitting ICE Clear Europe and futures…more

CFTC, EU, ICE

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Ashley Jones

Corporate and Financial Weekly Digest - Volume IX, Issue 15

In this issue: - SEC Issues New FAQs on Conflict Minerals - SEC Issues Frequently Asked Questions Regarding the Amendments to the Broker-Dealer Reporting Rule - FINRA Requests Comment on Rules Regarding…more

Broker-Dealer, CFTC, Collateralized Loan Obligations, Conflict Mineral Rules, FINRA

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Michael Justus

Supreme Court Inks Uniform Standing Test for Lanham Act False Advertising Claims

Key Takeaways - - The US Supreme Court created a uniform test for standing for false advertising claims under Section 43(a) of the Lanham Act, resolving a three-way circuit split. - The new standing test requires…more

False Advertising, Lanham Act, Lexmark, Lexmark v Static Control Components, SCOTUS

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Christian Kemnitz

Gruss v. Zwirn: SDNY Strikes a Blow Against Selective Waiver

On November 20, 2013, US District Judge Paul G. Gardephe of the US District Court for the Southern District of New York issued a decision with potentially significant consequences for attorneys conducting internal investigations…more

Attorney-Client Privilege, Compliance, Corporate Counsel, Internal Investigations, SEC

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Ann Kim

Amendment of Public Company ESOPs may be Required

Many public companies allow their employees to invest a portion of their retirement plan balances in company stock. By making a company stock fund an available investment in a 401(k) plan, employees may share the potential gains…more

401k, ESOP, IRS, Retirement Plan, Stocks

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Diana Kim

Texas Department of Banking Issues Guidance on Treatment of Virtual Currency

On April 3, the Texas Department of Banking released a supervisory memorandum on the regulatory treatment of virtual currencies such as bitcoin under the Texas Money Services Act. The guidance clarified that virtual currency was…more

Banks, Bitcoins, Money Services Business, Virtual Currency

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Chuck Knauss

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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Phillip Koh

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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Robert L. Kohl

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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David Kravitz

SEC Chair Mary Jo White Outlines Potential Changes to “Accredited Investor” Definition

On November 14, Securities and Exchange Commission Chair Mary Jo White delivered a letter to Representative Scott Garrett, Chairman of the House of Representatives Subcommittee on Capital Markets and Government-Sponsored…more

Accredited Investors, JOBS Act, SEC, Securities Act of 1933

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Nathaniel W. Lalone

CFTC Issues Final Guidance on Cross-Border Application of Swap Regulations

On July 12, 2013, the Commodity Futures Trading Commission ("CTFC") approved final guidance addressing the extent to which the swap provisions of the Commodity Exchange Act ("CEA") added by Title VII of the Dodd-Frank Wall…more

CFTC, Cross-Border, Dodd-Frank, G20, Swaps

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Elizabeth D. Langdale

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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Daniel B. Lange

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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Lorie Soares Lazarus

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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Lawrence D. Levin

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

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Jenna Levy

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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Mark Limardo

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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Robert Loewy

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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Phillip Marano

Hot Topics to Follow During ICANN 49 in Singapore

The 49th international Internet Corporation for Assigned Names and Numbers (ICANN) meeting is imminent—unofficially kicking off on Friday, March 21, 2014, and concluding on Thursday March 27, 2014. This will mark the first time…more

Domain Names, gTLD, ICANN

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Michael Mason

SEC Division of Corporation Finance Issues Five Additional C&DIs Relating to “Bad Actor” Rule

On January 3, the Securities and Exchange Commission’s Division of Corporation Finance issued five new Compliance and Disclosure Interpretations (C&DIs) with respect to Rule 506 under the Securities Act of 1933 (Securities Act)…more

Bad Actors, Compliance, JOBS Act, Regulation D, Rule 506 Offerings

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William Mattingly

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

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Stacey D. McKee Knight

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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Margaret McQuade

SEC Brings Lawsuit Against Former Carter’s Executive for Insider Trading and Tipping

On March 7, the Securities and Exchange Commission filed a complaint in the US District Court for the Northern District of Georgia against Richard Posey, former vice president of Operations of children’s clothing manufacturer…more

Enforcement Actions, Illegal Tipping, Insider Trading, SEC

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Shelly Meerovitch

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Sanjay Mehta

Taxation of Salaried Members: An Update for Asset Managers

Background - Last summer, HM Revenue & Customs (HMRC) published proposals for major changes to the UK's rules on the taxation of partnerships. The primary aim of the proposals was to counter arrangements which HMRC…more

HMRC, Income Taxes, Partnerships, UK

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Tenley Mochizuki

SEC Obtains Settlement for Violations of Registration Rules and “Layering”

The Securities and Exchange Commission recently announced a settlement with two brokerage firms and certain of their executives for improper compensation-sharing and “layering,” a strategy in which a trader places and later…more

Broker-Dealer, Executive Compensation, SEC, Settlement, Visionary

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Kathleen H. Moriarty

Texas Department of Banking Issues Guidance on Treatment of Virtual Currency

On April 3, the Texas Department of Banking released a supervisory memorandum on the regulatory treatment of virtual currencies such as bitcoin under the Texas Money Services Act. The guidance clarified that virtual currency was…more

Banks, Bitcoins, Money Services Business, Virtual Currency

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Raymond Mouhadeb

SEC Order Against ISS

On May 23, the Securities and Exchange Commission charged Institutional Shareholder Services Inc. (ISS), a Maryland-based proxy adviser, with failure to safeguard its advisory clients’ confidential proxy voting information. The…more

Compliance, Investment Adviser, ISS, Proxy Voting Guidelines, Publicly-Traded Companies

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Kenneth Noble

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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Marilyn Selby Okoshi

DOL Issues Guidance for ERISA Plans to Engage in Cleared Swaps

On February 7, 2013, the US Department of Labor (DOL) issued Advisory Opinion 2013-01A (the “Advisory Opinion”), which provides guidance under the Employee Retirement Income Security Act of 1974 (ERISA) for employee benefit…more

CCPs, CEA, CFTC, Clearing Members, Dodd-Frank

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Matthew Olsen

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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Kenneth Ottaviano

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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Timothy Patenode

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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Matt Paulson

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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Ross Pazzol

FINRA Requests Comment on Rules Regarding Communications with the Public and Gifts, Gratuities and Non-Cash Compensation

The Financial Industry Regulatory Authority (FINRA) has issued Regulatory Notice 14-14 and Regulatory Notice 14-15 announcing that it will initiate a review of certain of its rules to ensure that its rules remain relevant and…more

Compliance, FINRA, New Regulations

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Brad Pearce

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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Douglas Pyle

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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Gregg Ramer

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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Dean Razavi

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

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William M. Regan

SEC Obtains Settlement for Violations of Registration Rules and “Layering”

The Securities and Exchange Commission recently announced a settlement with two brokerage firms and certain of their executives for improper compensation-sharing and “layering,” a strategy in which a trader places and later…more

Broker-Dealer, Executive Compensation, SEC, Settlement, Visionary

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Scott Resnik

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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Mark Reyes

SEC Roundtable Discusses Current Securities Law Topics at 33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute

On May 2, Lona Nallengara and Shelley E. Parratt, the acting director and the deputy director, respectively, of the Securities and Exchange Commission’s Division of Corporation Finance, participated in a roundtable discussion…more

Conflict Mineral Rules, Investigations, Regulation FD, Roundtable, Rulemaking Process

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Eric Rock

President Obama Signs Executive Order "Blocking Property of Certain Persons Contributing to the Situation in Ukraine"

On March 6, 2014, President Obama issued an executive order “blocking property of certain persons contributing to the situation in Ukraine” (“the Order”), designed to address the extraordinary threats to democratic processes and…more

Executive Orders, Russia, Sanctions, Ukraine

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Michael Rosensaft

Sixth Circuit Affirms Dismissal of Securities Class Action for Failure to Properly Plead Scienter

On March 28, the US Court of Appeals for the Sixth Circuit affirmed a lower court’s dismissal of a shareholder class action against BioMimetic Therapeutics Inc., finding that plaintiffs had failed to sufficiently allege that the…more

Class Action, FDA, Pleading Standards, Pleadings, Scienter

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Kenneth M. Rosenzweig

Foreign Listed Stock Index Futures and Options Approval Chart April 16, 2014

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of April 16, 2014. All prior versions are superseded and should be discarded. Please note the following developments…more

CFTC, Economic Development, Foreign Exchanges, Futures, Stocks

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Joshua Rubenstein

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Saul Rudo

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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Martin Ruhaak

Delaware Supreme Court Upholds Chancery Court Ruling that Applied Business Judgment Rule to Going Private Transaction with Controlling Stockholder

In Kahn v. M&F Worldwide Corp., the Delaware Supreme Court unanimously upheld the Chancery Court’s decision in In re MFW Shareholders Litigation. In that decision, the Chancery Court had granted summary judgment in favor of the…more

Business Judgment Rule, Controlling Stockholders, Going-Private Transactions, MFW, Shareholder Litigation

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Jennifer Ryan

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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Bruce Sabados

Texas District Court Denies Class Certification in IPO Securities Suit

The US District Court for the Northern District of Texas recently denied class certification for a securities action arising from alleged false and misleading statements in Kosmos Energy Limited’s initial public offering…more

Class Action, IPO, Securities Litigation

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Sarah Hoffman Sager

PSO Reminder: Hospitals Need to Contract with a PSO in Order to Participate in State Insurance Exchanges

Hospitals with 50 or more beds will not be able to provide services through qualified health plans working with state insurance exchanges under the Affordable Care Act (ACA) unless the hospital has a patient safety evaluation…more

AHRQ, Health Insurance Exchanges, Healthcare, Hospitals, Patient Safety Organizations

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Tanja Samardzija

FINRA Discusses Suitability Rule Examination Findings

The Financial Industry Regulatory Authority, Inc. has released a Regulatory Notice regarding Rule 2111 (Suitability). Regulatory Notice 13-31 does not create or alter existing guidance and interpretations with respect to the…more

FINRA, Suitability Rule

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Fred M. Santo

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

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Steven Schnitzer

The End of Unlimited FDIC Insurance: How Banks Can Retain—and Depositors Can Protect—Their Uninsured Deposits

In an attempt to limit the flight of deposits from insured depository institutions resulting from the 2008 fiscal crisis, Section 343 of the Dodd-Frank Wall Street Reform and Consumer Protection Act provided temporary, unlimited…more

Dodd-Frank, FDIC, Repo Sweeps, Securities, Sweep Accounts

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Hassan Shakir

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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Benjamin Shanbaum

President Obama Signs Executive Order "Blocking Property of Certain Persons Contributing to the Situation in Ukraine"

On March 6, 2014, President Obama issued an executive order “blocking property of certain persons contributing to the situation in Ukraine” (“the Order”), designed to address the extraordinary threats to democratic processes and…more

Executive Orders, Russia, Sanctions, Ukraine

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Peter J. Shea

SEC Issues Guidance on Aggregate Advisory Fee Rates for Multi-Manager Funds

In February 2014, the Securities and Exchange Commission’s Division of Investment Management released a Guidance Update to clarify when a mutual fund using a “multi-manager structure” must obtain shareholder approval for primary…more

Fees, Fund Managers, Investment Funds, SEC

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Peter Siddiqui

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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John Sieger

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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Daniel J. Silverthorn

SEC Accountants Speak at AICPA Conference

On December 3, staff of the Office of the Chief Accountant (OCA) of the Securities and Exchange Commission spoke at the 2012 National Conference of the American Institute of Certified Public Accountants (AICPA) Conference on…more

Public Accounting Oversight Board, SEC

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Jason Smith

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Robert Smith

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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Brian Sodikoff

Enantiomer Patents: Innovative or Obvious?

I. Introduction - Stereochemistry relates to the spatial organization of atoms in a molecule. Often molecules having the same chemical makeup can exist in different spatial arrangements. These related molecules are known…more

Innovation, Obviousness, Patent Applications, Patents

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Gil Soffer

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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Steven Solow

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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Marybeth Sorady

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

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Adam J. Spector

SEC Requests Comment on FINRA Rules

The Securities and Exchange Commission is requesting comments from the public on two proposals from the Financial Industry Regulatory Authority, Inc. First, FINRA proposed to amend FINRA Rule 2210 (Communications with the…more

FINRA, Investment Company Act of 1940, Public Comment, SEC

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Emily Stern

Second Circuit Vacates Conviction After Counsel Misstated Deportation Consequences

The United States Court of Appeals for the Second Circuit recently vacated the 1999 conviction of an Australian national living in the United States for misprision of felony. The court granted a writ of error after Stephen…more

Criminal Prosecution, Deportation, Immigrants

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Peter Sugden

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

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Melanie Tomanov

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

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Beth Tractenberg

Trusts and Estates Planning Opportunities Arising From Recent Changes to the New York Estate Tax and Trust Income Tax Regimes

On April 1, 2014, the New York state 2014–2015 budget (the "Budget") became effective. The Budget includes legislation (the "Budget Legislation") that makes several significant changes to New York's estate tax regime and to the…more

Estate Planning, Estate Tax, Income Taxes, Trusts

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Pamela Tsao

California Court of Appeal Allows Tenant's Fraud Suit Against Shopping Center Landlord Based on Estimates for Real Property Taxes, Insurance and Common Area Maintenance Fees in Letter of Intent to Proceed

Last week, the California Court of Appeal for the Second District reversed a trial court’s decision which dismissed a tenant’s lawsuit against a shopping center landlord based on the disparity between estimates of certain…more

Fees, Fraud, Landlords, Letters of Intent, Maintenance

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Ekong Udoekwere

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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James Van De Graaff

Foreign Listed Stock Index Futures and Options Approval Chart April 16, 2014

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of April 16, 2014. All prior versions are superseded and should be discarded. Please note the following developments…more

CFTC, Economic Development, Foreign Exchanges, Futures, Stocks

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Bruce Vanyo

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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Annie Yi Wang

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

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Jonathan Weiner

SEC Proposes Rules for “Regulation A+” Offerings

On December 18, the Securities and Exchange Commission voted to propose new rules that would expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50…more

JOBS Act, Mineral Rights, Regulation A, SEC, Securities Act of 1933

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Robert Weiss

Corporate and Financial Weekly Digest - Volume IX, Issue 15

In this issue: - SEC Issues New FAQs on Conflict Minerals - SEC Issues Frequently Asked Questions Regarding the Amendments to the Broker-Dealer Reporting Rule - FINRA Requests Comment on Rules Regarding…more

Broker-Dealer, CFTC, Collateralized Loan Obligations, Conflict Mineral Rules, FINRA

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Jeffrey M. Werthan

Banking Agencies Adopt Enhanced Supplementary Leverage Ratio Final Rule

On April 8, the Federal Reserve Board, the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC) (collectively, Agencies) adopted a final rule to strengthen the leverage ratio…more

Banks, FDIC, Federal Reserve, Leverage Ratio, OCC

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Benzion Westreich

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

See All Updates »

Kristin Wigness

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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Robert J. Wild

SEC Accountants Speak at AICPA Conference

On December 3, staff of the Office of the Chief Accountant (OCA) of the Securities and Exchange Commission spoke at the 2012 National Conference of the American Institute of Certified Public Accountants (AICPA) Conference on…more

Public Accounting Oversight Board, SEC

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Joseph Willey

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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Brian Winterfeldt

Hot Topics to Follow During ICANN 49 in Singapore

The 49th international Internet Corporation for Assigned Names and Numbers (ICANN) meeting is imminent—unofficially kicking off on Friday, March 21, 2014, and concluding on Thursday March 27, 2014. This will mark the first time…more

Domain Names, gTLD, ICANN

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Bradley Wolf

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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Mark Wood

SEC Issues New FAQs on Conflict Minerals

On April 7, the Division of Corporation Finance of the Securities and Exchange Commission issued nine new responses to frequently asked questions regarding the disclosure of conflict mineral usage that is required by rules…more

Audits, Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, SEC

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Allison Wuertz

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

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Gregory E. Xethalis

Corporate and Financial Weekly Digest - Volume IX, Issue 15

In this issue: - SEC Issues New FAQs on Conflict Minerals - SEC Issues Frequently Asked Questions Regarding the Amendments to the Broker-Dealer Reporting Rule - FINRA Requests Comment on Rules Regarding…more

Broker-Dealer, CFTC, Collateralized Loan Obligations, Conflict Mineral Rules, FINRA

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Allison Yacker

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

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Richard Zelichov

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

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Sheldon Zenner

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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Lance A. Zinman

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

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Mark Zolno

President Obama Signs Executive Order "Blocking Property of Certain Persons Contributing to the Situation in Ukraine"

On March 6, 2014, President Obama issued an executive order “blocking property of certain persons contributing to the situation in Ukraine” (“the Order”), designed to address the extraordinary threats to democratic processes and…more

Executive Orders, Russia, Sanctions, Ukraine

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