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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Apple-Samsung Trade Dress Case Demonstrates Potential Value of Design Patents

A jury awarded Apple more than $1 billion in damages after finding that smartphones sold by Samsung diluted Apple's trade dress and infringed Apple's design and utility patents. After a partial retrial limited to determining the…more

Apple, Apple v Samsung, Design Patent, Patent Infringement, Patent Litigation

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Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

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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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Proxy Access—the Devil Is in the Details

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season. The…more

Board of Directors, Bylaws, Corporate Governance, Institutional Investors, ISS

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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FINRA Proposes Revised BrokerCheck Hyperlink Rule

On May 27, the Financial Industry Regulatory Authority filed a revised rule proposal with the Securities and Exchange Commission to amend FINRA Rule 2210. Specifically, the revised proposal would require each member firm’s…more

Broker-Dealer, BrokerCheck, Brokers, FINRA, Hyperlink

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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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The Katten Kattwalk - Issue 07

Happy summer! We are seeing some great new styles this summer here on Madison Avenue, and of course, there are a number of hot legal issues to consider as we head into the fall. Our latest issue discusses the applicability of…more

Advertising, Bad Faith, Domain Names, Infringement, Trademark Act

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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Six Key Takeaways from ICANN 53 in Buenos Aires

The 53rd international meeting of the Internet Corporation for Assigned Names and Numbers (ICANN) formally concluded on Thursday, June 25, 2015, in Buenos Aires, Argentina. As always, the ICANN community discussed several…more

Brand, Domain Names, gTLD, ICANN, Internet Assigned Numbers Authority (IANA)

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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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Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

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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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Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

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SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of…more

Broker-Dealer, C&DIs, Established Business Relationship, General Solicitation, Investment Adviser

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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CFTC Proposes Cleared Swap Reporting Amendments

The Commodity Futures Trading Commission has proposed to amend Part 45 of its regulations insofar as they relate to the reporting to a swaps data repository of swaps that are cleared by a derivatives clearing organization (DCO)…more

CFTC, Counterparties, Derivatives, Derivatives Clearing Organizations, Major Swap Participants

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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 Recommends Changes to EMIR

Under Article 85(1) of the European Market Infrastructure Regulation (648/2012/EU) (EMIR), the European Commission (EC) is required to submit a general report on EMIR to the European Parliament and the European Council on the…more

Counterparties, Derivatives, EMIR, ESMA, EU

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BEA Filing Deadline Looms For US Persons With Foreign Affiliates

Every five years, the US Department of Commerce's Bureau of Economic Analysis (BEA) conducts a survey concerning the extent of investment abroad by US individuals and entities (US persons). In the past, only US persons…more

BEA, Foreign Affiliates, Foreign Direct Investment, Reporting Requirements

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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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Securities Financing Transactions Regulation: Shining a Light on Shadow Banking

On June 29, 2015, the Council of the European Union announced that its Committee of Permanent Representatives (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities…more

Banking Sector, Counterparties, Equity Financing, EU, European Commission

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NASAA Launches a Streamlined Filing Process for Form D

The North American Securities Administrators Association (NASAA) recently announced the launch of the online Electronic Filing Depository (EFD). The EFD is an online system that creates a streamlined process to enhance the…more

Electronic Filing, Form D Filing, NASAA

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Corporate & Financial Weekly Digest - Volume X, Issue 23

In This Issue: - Meeting of the SEC Advisory Committee on Small and Emerging Companies - FINRA Requests Comment on a Proposed Rule to Require Delivery of an Educational Communication to Customers of a Transferring…more

Bank Fraud, Bank of England, British Bankers' Association, Business Development, Capital Requirements

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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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Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

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IRS Continues to Expand, Encourage and Simplify Correction Program in 2015 Updates to EPCRS

In spite of a plan sponsor's best efforts, errors and failures in administering a retirement plan occasionally come to light. We hear about these errors and failures usually following a change in administration, service provider…more

Benefit Plan Sponsors, EPCRS, IRS, Retirement Plan

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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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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The Surface Transportation and Veterans Health Care Choice Improvement Act of 2015: Important Changes Affecting Tax Filings for Individuals and for Trusts and Estates

On July 31, 2015, President Obama signed into law the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015 (the "Act"), which revised a number of different federal tax laws relevant to individuals,…more

Beneficiaries, Estate Tax, Income Taxes, IRC, Surface Transportation and Veterans Health Care Choice Improvement Act

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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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The Changing PSO Landscape: National & Legal Perspectives – A Deeper Dive

Katten partner Michael Callahan recently presented a webinar, “The Changing PSO Landscape: National & Legal Perspectives.” The session covered in-depth the legal aspects, interpretations and status of court cases that have…more

Health Care Providers, Healthcare, HHS, OCC, Patient Safety

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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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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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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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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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, Section 10(b)

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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Recent US Supreme Court Decision Impacts Affordable Housing Industry

On June 25, the US Supreme Court upheld a decision that the Fair Housing Act ("Act") includes disparate impact claims. In Texas Department of Housing and Community Affairs v. Inclusive Communities Project, Inc., the Supreme…more

Affordable Housing, Disparate Impact, FHA, Pleading Standards, SCOTUS

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Williamson v. Citrix Online Highlights Potential Unintended Consequences of Functional Limitations in Patent Claims

In Williamson v. Citrix Online, LLC, No. 2013-1130 (Fed. Cir., June 16, 2015), the Federal Circuit, sitting en banc, overruled earlier opinions and held that the absence of the word “means” does not justify a “strong”…more

Claim Construction, Means-Plus-Function, Patent Litigation, Patents

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Cyber-Attacks: Threats, Regulatory Reaction and Practical Proactive Measures to Help Avoid Risks

I. Cybersecurity; Its Importance and Relevance – How We Got to Where We Are Today - In the past few months, the White House, Home Depot, JP Morgan, Hard Rock Hotels, Tesla, the St. Louis Federal Reserve, the Internal…more

Best Practices, CFTC, Cyber Attacks, Cybersecurity, Data Breach

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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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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

The Katten Kattwalk - Issue 07

Happy summer! We are seeing some great new styles this summer here on Madison Avenue, and of course, there are a number of hot legal issues to consider as we head into the fall. Our latest issue discusses the applicability of…more

Advertising, Bad Faith, Domain Names, Infringement, Trademark Act

See All Updates »

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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The Surface Transportation and Veterans Health Care Choice Improvement Act of 2015: Important Changes Affecting Tax Filings for Individuals and for Trusts and Estates

On July 31, 2015, President Obama signed into law the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015 (the "Act"), which revised a number of different federal tax laws relevant to individuals,…more

Beneficiaries, Estate Tax, Income Taxes, IRC, Surface Transportation and Veterans Health Care Choice Improvement Act

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Outpatient Ancillary Services: Creative Structures for Competing Into the Future

In this presentation: - Introduction - Why Ancillary Services Transactions Are Being Done - Conversion to Provider-Based or Under Arrangement - An Illustration - Some Medicare…more

Acquisitions, Health Care Providers, Healthcare, Joint Venture, Medicare

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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SEC Adopts Registration Rules for Security-Based Swap Dealers and Major Security-Based Swap Participants

On August 5, the Securities and Exchange Commission adopted new registration rules for security-based swap dealers and major security-based swap participants (SBS entities). In general, an SBS entity would register by filing the…more

Associated Persons, Chief Compliance Officers, EDGAR, Major Swap Participants, Registration Requirement

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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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Seventh Circuit Holds Under Indiana Law, Company Was Allowed to Vote Its Own Shares

The United States Court of Appeals for the Seventh Circuit recently affirmed a district court decision holding that under Indiana law, an Indiana corporation could vote its own outstanding preferred shares. In 1999, Emmis…more

Dividends, Going-Private Transactions, Preferred Shares, Repurchases, Shareholder Litigation

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Bridging the Week - August 2015 #4

CME Group Files Disciplinary Actions for Trading Ahead of Block Trades and Failure to Supervise an Employee Engaging in Disruptive Trading Activities - In two cases of first impression, CME Group exchanges brought and…more

Audits, Bank of New York Mellon, Block Trades, Broker-Dealer, 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 Enforcement Action Signifies the Need for Investment Advisers to Adopt Written Expense Allocation Policies

On June 29, the Securities and Exchange Commission charged Kohlberg Kravis Roberts & Co. (KKR) with violations of Sections 206(2) and 206(4) of the Investment Advisers Act of 1940, as amended, and Rule 206(4)-7 thereunder for…more

Allocation of Funds, Enforcement Actions, Fiduciary Duty, Investment Adviser, Investment Advisers Act of 1940

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OSHA Provides Guidance on Health Care and Nursing Facility Enforcement Initiative

The federal Occupational Safety and Health Administration (OSHA) recently released a memorandum clarifying its enforcement efforts against the inpatient health care and nursing home industries. The list of covered facilities is…more

General Duty Clause, Healthcare, Healthcare Facilities, Hospitals, New Guidance

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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

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Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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US Supreme Court Eliminates "Good-Faith Belief of Invalidity" Defense for Induced Patent Infringement

On May 26, 2015, the US Supreme Court handed down an important decision regarding induced infringement under 35 U.S.C. §271(b). Commil USA, LLC v. Cisco Systems, Inc., __ U.S. __ (May 26, 2015). Unlike direct infringement under…more

Cisco v CommilUSA, Good Faith, Induced Infringement, Patent Infringement, Patent Litigation

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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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Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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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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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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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Delaware Supreme Court Holds That Plaintiffs Must Specifically Plead Non-Exculpated Claims Against Disinterested Directors in Transaction Under Entire Fairness Review to Survive Motion to Dismiss

In In re Cornerstone Therapeutics Inc. Stockholder Litigation/Leal v. Meeks, the Delaware Supreme Court reversed decisions of the Delaware Chancery Court denying director-defendants’ motions to dismiss breach of fiduciary duty…more

Breach of Duty, Burden of Proof, Controlling Stockholders, DE Supreme Court, Exculpatory Clauses

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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 »

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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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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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 Issues Order of Exemption From Registration as a DCO to ASX Clear (Futures) Pty Limited and Requests Public Comment on a Petition by Korea Exchange, Inc. for Exemption From DCO Registration

The Commodity Futures Trading Commission has issued an order of exemption from registration as a derivatives clearing organization (DCO) to ASX Clear (Futures) Pty Limited (ASX). This is the first order that the CFTC has…more

CFTC, Commodities Exchange Act, Derivatives, Derivatives Clearing Organizations, Exemptions

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Proposed Amendments to SEC Rule 15b9-1 Would Require Most Proprietary Trading Broker-Dealers to Become FINRA Members

Consistent with the increased regulatory scrutiny of proprietary trading firms-and high frequency trading firms in particular—the Securities and Exchange Commission (SEC) recently proposed amendments to SEC Rule 15b9-1 (also…more

Broker-Dealer, FINRA, Proposed Amendments, Proprietary Trading, Rule 15B9-1

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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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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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Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

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 »

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

The Katten Kattwalk - Issue 07

Happy summer! We are seeing some great new styles this summer here on Madison Avenue, and of course, there are a number of hot legal issues to consider as we head into the fall. Our latest issue discusses the applicability of…more

Advertising, Bad Faith, Domain Names, Infringement, Trademark Act

See All Updates »

SEC Brings Complaint in $68 Million Affinity Fraud Scheme

On July 6, the Securities and Exchange Commission filed a complaint in connection with a $68 million affinity fraud scheme allegedly orchestrated by Bingqing Yang, through her wholly owned management companies, Luca…more

China, Civil Monetary Penalty, Disgorgement, EB-5, Foreign Investment

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

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Form BE-10 Filing Deadline Looms

Every five years, the Bureau of Economic Analysis of the US Department of Commerce (BEA) conducts a survey concerning the extent of investment abroad by US individuals and entities (US persons). In the past, only US persons…more

BEA, Filing Deadlines, Filing Requirements, Foreign Affiliates, Foreign Entities

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

IRS Continues to Expand, Encourage and Simplify Correction Program in 2015 Updates to EPCRS

In spite of a plan sponsor's best efforts, errors and failures in administering a retirement plan occasionally come to light. We hear about these errors and failures usually following a change in administration, service provider…more

Benefit Plan Sponsors, EPCRS, IRS, Retirement Plan

See All Updates »

CFTC Requests Public Comment on Rule Amendment Certification Filing by Ice Futures

The Commodity Futures Trading Commission is requesting public comment on a certification of proposed rule amendments that were filed by ICE Futures U.S. Inc. Under the amendments, ICE Futures would base position limits…more

CFTC, Commodities Exchange Act, Commodity Futures Contracts, Electricity, Futures

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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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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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

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NFA Grants Form PR Reporting Relief to Certain CTAs

National Futures Association (NFA) has notified its member commodity trading advisors (CTAs) that do not direct trading of commodity interest accounts that they are no longer required to file NFA Form PR under NFA Compliance…more

CTA, Filing Requirements, NFA, No-Action Relief

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Aircraft Deregistration and Repossession in India: Lessons from Kingfisher and SpiceJet

In 2012, Kingfisher Airlines, one of India's major airlines, ceased operations. India and its courts delayed responses to the request of lessors and financiers to deregister and repossess their aircraft, upsetting the market for…more

Aircraft, Airlines, Default, India, Leases

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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 (Committee) met on June 3 to discuss various topics including (1) SEC rules with respect to intrastate crowdfunding; (2) the…more

Acquisitions, Business Development, Crowdfunding, Emerging Growth Companies, Financial Markets

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Department of Interior Releases Revised Rules on Hydraulic Fracturing on Federal and Indian Lands

A final rule that seeks to address perceived risks associated with hydraulic fracturing was published by the Department of Interior (DOI) in the Federal Register on March 26, 2015. The rule revises existing Bureau of Land…more

Bureau of Land Management, Final Rules, Fracking, Government Land, Oil & Gas

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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 Continues to Expand, Encourage and Simplify Correction Program in 2015 Updates to EPCRS

In spite of a plan sponsor's best efforts, errors and failures in administering a retirement plan occasionally come to light. We hear about these errors and failures usually following a change in administration, service provider…more

Benefit Plan Sponsors, EPCRS, IRS, Retirement Plan

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

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CFTC Extends Relief for Non-US Swap Dealers From Transaction-Level Requirements

On August 13, the Division of Swap Dealer and Intermediary Oversight, Division of Clearing and Risk, and Division of Market Oversight of the Commodity Futures Trading Commission extended no-action relief from certain…more

CFTC, Cross-Border Transactions, DSIO, No-Action Relief, Swap Dealers

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Securities Financing Transactions Regulation: Shining a Light on Shadow Banking

On June 29, 2015, the Council of the European Union announced that its Committee of Permanent Representatives (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities…more

Banking Sector, Counterparties, Equity Financing, EU, European Commission

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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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CFTC Issues Order of Exemption From Registration as a DCO to ASX Clear (Futures) Pty Limited and Requests Public Comment on a Petition by Korea Exchange, Inc. for Exemption From DCO Registration

The Commodity Futures Trading Commission has issued an order of exemption from registration as a derivatives clearing organization (DCO) to ASX Clear (Futures) Pty Limited (ASX). This is the first order that the CFTC has…more

CFTC, Commodities Exchange Act, Derivatives, Derivatives Clearing Organizations, Exemptions

See All Updates »

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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

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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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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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Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

US Court of Appeals for the District of Columbia Circuit Upholds Decision on Conflict Minerals Rule

On August 18, the US Court of Appeals for the District of Columbia Circuit issued its opinion on the rehearing of the lawsuit challenging the Securities and Exchange Commission’s conflict minerals rule. The ruling upheld the…more

Appeals, Conflict Mineral Rules, First Amendment, Issuers, 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 »

Securities Financing Transactions Regulation: Shining a Light on Shadow Banking

On June 29, 2015, the Council of the European Union announced that its Committee of Permanent Representatives (Coreper) approved a final compromise text of the proposed regulation on reporting and transparency of securities…more

Banking Sector, Counterparties, Equity Financing, EU, European Commission

See All Updates »

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

See All Updates »

IRS Continues to Expand, Encourage and Simplify Correction Program in 2015 Updates to EPCRS

In spite of a plan sponsor's best efforts, errors and failures in administering a retirement plan occasionally come to light. We hear about these errors and failures usually following a change in administration, service provider…more

Benefit Plan Sponsors, EPCRS, IRS, Retirement Plan

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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SEC Finalizes Rule on Pay Ratio Disclosure

On August 5, the Securities and Exchange Commission adopted the final rule regarding pay ratio disclosure that amends Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer…more

Corporate Governance, Disclosure Requirements, Executive Compensation, Final Rules, Form 10-K

See All Updates »

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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Recent US Supreme Court Decision Impacts Affordable Housing Industry

On June 25, the US Supreme Court upheld a decision that the Fair Housing Act ("Act") includes disparate impact claims. In Texas Department of Housing and Community Affairs v. Inclusive Communities Project, Inc., the Supreme…more

Affordable Housing, Disparate Impact, FHA, Pleading Standards, SCOTUS

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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 »

OSHA Provides Guidance on Health Care and Nursing Facility Enforcement Initiative

The federal Occupational Safety and Health Administration (OSHA) recently released a memorandum clarifying its enforcement efforts against the inpatient health care and nursing home industries. The list of covered facilities is…more

General Duty Clause, Healthcare, Healthcare Facilities, Hospitals, New Guidance

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 »

The Katten Kattwalk - Issue 07

Happy summer! We are seeing some great new styles this summer here on Madison Avenue, and of course, there are a number of hot legal issues to consider as we head into the fall. Our latest issue discusses the applicability of…more

Advertising, Bad Faith, Domain Names, Infringement, Trademark Act

See All Updates »

Six Key Takeaways from ICANN 53 in Buenos Aires

The 53rd international meeting of the Internet Corporation for Assigned Names and Numbers (ICANN) formally concluded on Thursday, June 25, 2015, in Buenos Aires, Argentina. As always, the ICANN community discussed several…more

Brand, Domain Names, gTLD, ICANN, Internet Assigned Numbers Authority (IANA)

See All Updates »

OSHA Provides Guidance on Health Care and Nursing Facility Enforcement Initiative

The federal Occupational Safety and Health Administration (OSHA) recently released a memorandum clarifying its enforcement efforts against the inpatient health care and nursing home industries. The list of covered facilities is…more

General Duty Clause, Healthcare, Healthcare Facilities, Hospitals, New Guidance

See All Updates »

US Supreme Court Eliminates "Good-Faith Belief of Invalidity" Defense for Induced Patent Infringement

On May 26, 2015, the US Supreme Court handed down an important decision regarding induced infringement under 35 U.S.C. §271(b). Commil USA, LLC v. Cisco Systems, Inc., __ U.S. __ (May 26, 2015). Unlike direct infringement under…more

Cisco v CommilUSA, Good Faith, Induced Infringement, Patent Infringement, Patent Litigation

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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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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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SEC Brings Complaint in $68 Million Affinity Fraud Scheme

On July 6, the Securities and Exchange Commission filed a complaint in connection with a $68 million affinity fraud scheme allegedly orchestrated by Bingqing Yang, through her wholly owned management companies, Luca…more

China, Civil Monetary Penalty, Disgorgement, EB-5, Foreign Investment

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Summer Budget 2015––Carried Interest: Abolition of Base Cost Shift

On July 8, the Right Honourable George Osborne MP, Chancellor of the Exchequer, introduced measures in his Summer Budget to abolish what is commonly known as the “base cost shift” as applied to sums received by individuals based…more

Capital Gains, Carried Interest, Cross-Border, HMRC, Investment Management

See All Updates »

Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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 »

Senator Elizabeth Warren Criticizes SEC Chair Mary Jo White for “Extremely Disappointing” Leadership

In a letter dated June 2, 2015, Senator Elizabeth Warren described several “promises” that Mary Jo White, chair of the Securities and Exchange Commission, had allegedly broken. Senator Warren focused on (1) the SEC’s failure to…more

Campaign Contributions, Disclosure Requirements, Dodd-Frank, Elizabeth Warren, Executive Compensation

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

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 »

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 Seeks Comment on Possible Enhancement of Audit Committee Disclosures

On July 1, the Securities and Exchange Commission published a concept release to seek public comment regarding the potential enhancement of audit committee disclosure requirements, particularly as such disclosure relates to an…more

Audit Committee, Auditors, Disclosure Requirements, Issuers, PCAOB

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 »

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 »

SEC Adopts Registration Rules for Security-Based Swap Dealers and Major Security-Based Swap Participants

On August 5, the Securities and Exchange Commission adopted new registration rules for security-based swap dealers and major security-based swap participants (SBS entities). In general, an SBS entity would register by filing the…more

Associated Persons, Chief Compliance Officers, EDGAR, Major Swap Participants, Registration Requirement

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Section 16(b) Decision Provides Important Guidance

A recent opinion by the US District Court for the Southern District of New York denying a motion to dismiss “short-swing” profit claims under Section 16(b) of the Securities Exchange Act of 1934 against members of an alleged…more

Hedge Funds, Investment Adviser, Motion to Dismiss, Securities Exchange Act, Shareholders

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

See All Updates »

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

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 »

Fourth Circuit Affirms Conviction in Virginia Bank Fraud Case

The US Court of Appeals for the Fourth Circuit recently affirmed convictions for conspiracy to commit bank fraud and other related charges against three former executives of the Bank of the Commonwealth. In 2008, the Bank…more

Appeals, Banks, C-Suite Executives, Community Banks, Conspiracies

See All Updates »

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 »

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

See All Updates »

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of…more

Broker-Dealer, C&DIs, Established Business Relationship, General Solicitation, Investment Adviser

See All Updates »

New FCA Handbook and PRA Rulebook Websites to Launch Next Week

On August 17, the UK Financial Conduct Authority (FCA) announced on the front page of its online rulebook, which currently also includes the rules of the Prudential Regulation Authority (PRA) and guidance from both Authorities,…more

Financial Conduct Authority, Financial Regulatory Reform, Prudential Regulation Authority, UK, Websites

See All Updates »

A Week of Trade: Congress Advances Numerous Trade Bills

This past week saw more congressional activity on trade legislation than has been seen in some time. Both houses of US Congress marked up and advanced badly needed and long-overdue legislation in a number of areas relevant to…more

Generalized Scheme of Preferences, International Trade Agreements, Multilateral Agreement, Pending Legislation, Trade Adjustment Assistance

See All Updates »

SEC Chair Attempts to Reassure Compliance Officers That They Will Not Be Targeted

Demonstrating the effect recent enforcement efforts have had on the industry, in remarks given in Washington, DC at a Compliance Outreach Program for broker-dealers, Securities and Exchange Commission Chairman Mary Jo White…more

Chief Compliance Officers, Enforcement, Mary Jo White, SEC

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 »

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

The Surface Transportation and Veterans Health Care Choice Improvement Act of 2015: Important Changes Affecting Tax Filings for Individuals and for Trusts and Estates

On July 31, 2015, President Obama signed into law the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015 (the "Act"), which revised a number of different federal tax laws relevant to individuals,…more

Beneficiaries, Estate Tax, Income Taxes, IRC, Surface Transportation and Veterans Health Care Choice Improvement Act

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 Supreme Court Holds That Plaintiffs Must Specifically Plead Non-Exculpated Claims Against Disinterested Directors in Transaction Under Entire Fairness Review to Survive Motion to Dismiss

In In re Cornerstone Therapeutics Inc. Stockholder Litigation/Leal v. Meeks, the Delaware Supreme Court reversed decisions of the Delaware Chancery Court denying director-defendants’ motions to dismiss breach of fiduciary duty…more

Breach of Duty, Burden of Proof, Controlling Stockholders, DE Supreme Court, Exculpatory Clauses

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 »

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

A Week of Trade: Congress Advances Numerous Trade Bills

This past week saw more congressional activity on trade legislation than has been seen in some time. Both houses of US Congress marked up and advanced badly needed and long-overdue legislation in a number of areas relevant to…more

Generalized Scheme of Preferences, International Trade Agreements, Multilateral Agreement, Pending Legislation, Trade Adjustment Assistance

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 Proposes Rules to Modernize and Enhance Information Reported by Investment Companies and Investment Advisers

On May 20, the Securities Exchange Commission proposed changes to rules affecting the reporting and disclosure obligations of registered investment companies and advisers. Investment Company Proposals: The SEC proposal,…more

Counterparty Risk, Debt Securities, Derivatives, Disclosure Requirements, Form ADV

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

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

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 »

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 »

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

See All Updates »

Fee Advancement Considerations Arise From Recent Delaware and Third Circuit Decisions

Recent decisions by the US Court of Appeals for the Third Circuit and the Delaware Court of Chancery have raised important issues regarding fee advancement bylaws or policies of Delaware corporations. Please see full…more

Appeals, Attorney's Fees, Board of Directors, Bylaws, C-Suite Executives

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Web Based Surveillance Reports

In a regulatory circular to Trading Permit Holders (TPHs), the Chicago Board Options Exchange (CBOE) announced that as of August 10 it has made the Book Trade Through Surveillance Reports available to TPHs on its Web Based…more

CBOE, Electronic Records, Electronic Trading, Information Reports, Surveillance

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 »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

See All Updates »

Municipal Advisors and "Bank Purchase" Bonds: What's All the Commotion About?

There has been a renewed focus in recent months on how to determine which regulatory regimes apply to the various parties involved in private placements of municipal debt. The very public controversy over the question of whether…more

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 »

Corporate & Financial Weekly Digest - Volume X, Issue 31

SEC Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D - On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released…more

Banking Sector, Broker-Dealer, CD&I, CFTC, Derivatives

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

See All Updates »

SEC Denies Motion to Stay Regulation A+

On June 16, the Securities and Exchange Commission denied a motion, filed by Monica J. Lindeen, Montana State Auditor, ex officio Commissioner of Securities and Insurance, which sought to stay the effectiveness of new…more

Appeals, Blue Sky Laws, Corporate Issuers, Motion To Stay, Preemption

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 32

In this issue: - US Court of Appeals for the District of Columbia Circuit Upholds Decision on Conflict Minerals Rule - CFTC Issues Order of Exemption From Registration as a DCO to ASX Clear (Futures) Pty Limited and…more

Appeals, CFTC, Conflict Mineral Rules, Derivatives, EMIR

See All Updates »

Federal Reserve Issues Clarification of Debit Card Interchange Rule in Response to Court Action

On August 10, the Board of Governors of the Federal Reserve System (Board) clarified Regulation II (Debit Card Interchange Fees and Routing) regarding the inclusion of transaction-monitoring costs in the interchange fee…more

Debit Cards, EFTA, Federal Reserve, Interchange Fees, Transaction Fees

See All Updates »

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 »

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 »

Six Key Takeaways from ICANN 53 in Buenos Aires

The 53rd international meeting of the Internet Corporation for Assigned Names and Numbers (ICANN) formally concluded on Thursday, June 25, 2015, in Buenos Aires, Argentina. As always, the ICANN community discussed several…more

Brand, Domain Names, gTLD, ICANN, Internet Assigned Numbers Authority (IANA)

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 Division of Corporate Finance Issues New CD&Is Relating to General Solicitation and Regulation D

On August 6, the Staff of the Division of Corporate Finance of the Securities and Exchange Commission (Staff) released new Compliance and Disclosure Interpretations (C&DIs) relating to “general solicitation” under Rule 502(c) of…more

Broker-Dealer, C&DIs, Established Business Relationship, General Solicitation, Investment Adviser

See All Updates »

Eight Key Estate Planning Opportunities Arising from the Supreme Court's Decision on Same-Sex Marriage

On June 26, 2015, the US Supreme Court ruled that a state ban on same sex marriage is unconstitutional, in violation of the equal protection clause of the Fourteenth Amendment. The landmark ruling in the combined cases known as…more

Estate Planning, Marriage, Obergefell v. Hodges, Same-Sex Marriage, SCOTUS

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 »

New York BitLicense Regulations Virtually Certain to Significantly Impact Transactions in Virtual Currencies

The New York State Department of Financial Services (NYDFS) recently issued its final BitLicense regulations with respect to Bitcoin and other virtual currencies. The new regulations require the licensing of, and establish…more

Bitcoin, BitLicense, BSA/AML, Capital Requirements, Compliance

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 »

BEA Filing Deadline Looms For US Persons With Foreign Affiliates

Every five years, the US Department of Commerce's Bureau of Economic Analysis (BEA) conducts a survey concerning the extent of investment abroad by US individuals and entities (US persons). In the past, only US persons…more

BEA, Foreign Affiliates, Foreign Direct Investment, Reporting Requirements

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 »

BEA Filing Deadline Looms For US Persons With Foreign Affiliates

Every five years, the US Department of Commerce's Bureau of Economic Analysis (BEA) conducts a survey concerning the extent of investment abroad by US individuals and entities (US persons). In the past, only US persons…more

BEA, Foreign Affiliates, Foreign Direct Investment, Reporting Requirements

See All Updates »

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

See All Updates »

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)
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Other U.S. Locations
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400+ Attorneys

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