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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A Hail Mary to the U.S. Supreme Court? Owner of REDSKINS Marks Petitions for Hearing on Constitutionality of Section 2(a) of the Lanham Act

Pro-Football, Inc., the owner of multiple U.S. service mark registrations for REDSKINS, REDSKINETTES, and WASHINGTON REDSKINS, took the somewhat unusual step last week of petitioning the U.S. Supreme Court for a writ of…more

Blackhorse v Pro-Football, Disparagement, First Amendment, Lanham Act, Petition for Writ of Certiorari

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Corporate and Financial Weekly Digest - Volume XII, Issue 7

BROKER-DEALER - FINRA Proposes Amendments to Rule Pertaining to Communications with the Public - The Financial Industry Regulatory Authority (FINRA) is seeking comment with respect to proposed amendments (the “Proposed…more

Consolidated Audit Trail, EU, FINRA, Fixed Income Investments, MiFID II

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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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The Notice Provision of the Defend Trade Secrets Act (DTSA): What Employers Must Do Now

The Defend Trade Secrets Act (DTSA), which became effective on May 11, extends federal civil protection to trade secrets and allows companies and individuals to file private lawsuits to remedy a wrongful taking of their trade…more

Best Management Practices, Defend Trade Secrets Act (DTSA), Employer Liability Issues, Notice Requirements, Whistleblower Protection Policies

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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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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Corporate and Financial Weekly Digest - Volume XII, Issue 5

SEC/Corporate - SEC Releases Rule 504 Small Entity Compliance Guide for Issuers - The Securities and Exchange Commission recently released a Small Entity Compliance Guide for Issuers, which provides a brief summary of…more

AIFM, AIFMD, Conflict Mineral Rules, EDGAR, EEA

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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, 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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Hip, Hip, Hooray for Copyrightable Decorative Elements

After months of standing on the sidelines of the most closely watched case impacting the fashion industry in recent years, legal practitioners and fashion designers now have a framework for protecting decorative elements of…more

Cheerleaders, Copyright, Copyright Infringement, Fashion Design, SCOTUS

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Key Money and Exclusivity Arrangements—What You Need to Know

Key Money Overview - The payment of key money (KM) by hotel operating companies is an increasingly regular aspect of securing hotel management agreements, particularly in the luxury hotel sector. In the typical transaction,…more

EU, Exclusivity Clauses, Hotel Management Agreements, Hotels, UK

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Industry Group Files Reply in Support of Motion to Prevent Enforcement of OSHA's Injury Reporting Rule

A coalition of industry groups ("Plaintiffs") filed suit in the Northern District of Texas in July challenging the legality of specific provisions relating to safety incentive programs and post-incident drug testing in OSHA's…more

Drug Testing, Final Rules, OSHA, Preliminary Injunctions, Trade Associations

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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 Katten Kattwalk - Issue 11

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information. …more

Ashley Madison, Cybersecurity, Fair Use, gTLD, Injunctive Relief

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The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Preliminary Injunctions

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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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The Department of Justice's Focus on Individual Accountability for Corporate Wrongdoing

The Department of Justice's Focus on Individual Accountability for Corporate Wrongdoing - The Department of Justice (DOJ) recently issued a memo reiterating its commitment to the criminal and civil investigation and…more

C-Suite Executives, Corporate Misconduct, Criminal Prosecution, DOJ, Financial Crimes

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Corporate and Financial Weekly Digest - Volume XI, Issue 34

SEC/CORPORATE - SEC Increases Registration Statement Filing Fees for Fiscal Year 2017 - On August 31, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and other…more

Electronic Filing, EU, Filing Fees, IOSCO, MSRB

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Corporate and Financial Weekly Digest - Volume XII, Issue 5

SEC/Corporate - SEC Releases Rule 504 Small Entity Compliance Guide for Issuers - The Securities and Exchange Commission recently released a Small Entity Compliance Guide for Issuers, which provides a brief summary of…more

AIFM, AIFMD, Conflict Mineral Rules, EDGAR, EEA

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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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PRIIPS – ESMA Publishes Reponses to Consultation on Key Information Document

The European Securities and Markets Authority (ESMA) has published the responses received by ESMA, the European Banking Authority (EBA) and the European Insurance and Occupational Pensions Authority (EIOPA) on the Technical…more

Annuities, Consultation, EIOPA, EU, European Banking Authority

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Registered Investment Advisers Take Note: New SEC Custody Rule Guidance

Registered investment advisers should take note of recent pronouncements by the staff of the SEC's Division of Investment Management (the "Division") regarding Rule 206(4)-2 (the "Custody Rule") of the Investment Advisers Act of…more

Custody Rule, No-Action Letters, Registered Investment Advisors, Risk Alert, SEC

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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 (IPR) Proceeding, Patent Trial and Appeal Board, Pharmaceutical Industry, Pharmaceutical Patents

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Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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Significant Changes to Form ADV and Performance Advertising Rules Adopted

On August 25, the Securities and Exchange Commission (SEC) adopted amendments to Form ADV and to certain rules promulgated under the Investment Adviser Act of 1940, as amended (the "Advisers Act"). These amendments will be…more

Advertising, Disclosure Requirements, Form ADV, Investment Adviser, Recordkeeping Requirements

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Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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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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California Supreme Court Rules That Agencies—Not Courts—Determine Whether Modified Projects Are Subject to CEQA's Subsequent Review Provisions

On September 19, the California Supreme Court held unanimously in Friends of the College of San Mateo Gardens v. San Mateo County Community College, that agencies—and not courts—must decide whether the "subsequent review"…more

Administrative Authority, CA Supreme Court, CEQA, Environmental Impact Report (EIR), New Project Test

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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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Second Circuit Reaffirms That Attorney-Client Privilege Is Not Waived By Sharing Documents With Parties Pursuant to a Common Legal Interest—Even Where That Interest Has Commercial Objectives

On November 10, 2015, the US Court of Appeals for the Second Circuit issued an opinion reaffirming that the attorney-client privilege and work product protections were not waived by a businessman and his company when they shared…more

Attorney-Client Privilege, Common-Interest Privilege, Litigation Strategies, Work Product Privilege

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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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Employment Matters – UK - February 2017

New Cases Highlighting When "Gig Economy" Workers Are Entitled to Employment Rights - The "gig economy" is characterised by work performed on a short-term/temporary basis, in contrast to more traditional long-term roles. As…more

Employer Liability Issues, Gig Economy, Gross Negligence, Pay Gap, Religious Discrimination

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California Supreme Court Rules That Agencies—Not Courts—Determine Whether Modified Projects Are Subject to CEQA's Subsequent Review Provisions

On September 19, the California Supreme Court held unanimously in Friends of the College of San Mateo Gardens v. San Mateo County Community College, that agencies—and not courts—must decide whether the "subsequent review"…more

Administrative Authority, CA Supreme Court, CEQA, Environmental Impact Report (EIR), New Project Test

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 4

SEC Updates to Form PF FAQs - On January 18, the Securities and Exchange Commission’s Division of Investment Management updated its Form PF FAQs. Registered investment advisers managing private funds with at least $150…more

Article 50 Treaty of the EU, Asset Management, EU, Form PF, Hart-Scott-Rodino Act

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Florida Supreme Court Rules That Hospital "Adverse Medical Incidents" Reported to a PSO Are Not Privileged From Discovery: Impact on Participating Providers and PSOs

Southern Baptist Hospital of Florida (Hospital) was sued in a medical malpractice action in which the plaintiff sought to discover records relating to "adverse medical incidents" that occurred at the Hospital and involved any…more

Adverse Events, Document Productions, Hospitals, Medical Malpractice, Petition for Writ of Certiorari

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Fintech Gains a National Platform: Federal Regulator Plans To Accept Fintech Applications for Special Purpose National Bank Charters

The primary regulator of the nation's largest banks, the Office of the Comptroller of the Currency (OCC), said Friday that it is considering issuing special purpose national bank charters to online lenders, payment processors…more

Banking Sector, Financial Services Industry, FinTech, Fintech Charter, Regulatory Agenda

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Fifth Circuit Decision in Citgo Case May Place Limits on Criminal Liability Under Migratory Bird Treaty Act

On September 4, 2015, the US Court of Appeals for the Fifth Circuit reversed convictions of CITGO Petroleum Corporation and CITGO Refining and Chemical Company, L.P. (collectively "Citgo"), and in so doing placed potentially…more

Appeals, Citgo, Clean Air Act, Criminal Penalties, Energy Sector

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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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US Sanctions Against Burma Lifted on October 7 With President's Executive Order

On Friday, October 7, 2016, President Obama delivered on a promise that he had made in September by signing an executive order terminating the economic and financial sanctions program on the country of Burma (Myanmar). The…more

Burma, Economic Sanctions, Executive Orders, Export Controls, OFAC

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DeCoster Rehearing Denied—Food and Beverage Company Executives Face Risks of Prosecution as Responsible Corporate Officers

A recent Eighth Circuit decision that two corporate officers must serve jail time for failing to prevent the distribution of contaminated eggs despite the fact that they did not know the eggs were infected reaffirms continuing…more

Criminal Prosecution, Denial of Rehearing, FDCA, Food Manufacturers, interstate

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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

Bitcoin, 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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DeCoster Rehearing Denied—Food and Beverage Company Executives Face Risks of Prosecution as Responsible Corporate Officers

A recent Eighth Circuit decision that two corporate officers must serve jail time for failing to prevent the distribution of contaminated eggs despite the fact that they did not know the eggs were infected reaffirms continuing…more

Criminal Prosecution, Denial of Rehearing, FDCA, Food Manufacturers, interstate

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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Reaction to Uncertainty in Affordable Housing Industry Brought on by Trump Election

The 2016 Election has created more questions than answers for the affordable housing industry. Very little is known about President-elect Trump's vision for affordable housing. On one hand, Mr. Trump has described himself as an…more

Affordable Housing, Fair Housing Act (FHA), HUD, LIHTC, Popular

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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

See All Updates »

Registered Investment Advisers Take Note: New SEC Custody Rule Guidance

Registered investment advisers should take note of recent pronouncements by the staff of the SEC's Division of Investment Management (the "Division") regarding Rule 206(4)-2 (the "Custody Rule") of the Investment Advisers Act of…more

Custody Rule, No-Action Letters, Registered Investment Advisors, Risk Alert, SEC

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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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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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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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Hotels, Hospitality and Guest Privacy: Six Important Questions to Ask After the Andrews Verdict

Earlier this month, a Nashville jury awarded sportscaster Erin Andrews $55 million after she sued the companies that franchise, own and operate a hotel, alleging that the hotel improperly gave her private information to another…more

Erin Andrews, Hospitality Industry, Risk Management, Security and Privacy Controls, Security Risk Assessments

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

The Katten Kattwalk - Issue 11

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information. …more

Ashley Madison, Cybersecurity, Fair Use, gTLD, Injunctive Relief

See All Updates »

IRS Issues New Partnership Audit Procedures

Included as a revenue offset in the budget legislation (H.R. 1314) signed by President Obama are provisions that simplify the procedure for the Internal Revenue Service to audit and collect adjustments from partnerships. The new…more

Audits, Hedge Funds, IRS, Partnerships, U.S. Treasury

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

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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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 8

EU and Prudential Regulators Issue Statements on March 1 Compliance With Swap Margin Rules - Lacking the ability to issue formal no-action relief from strict compliance with the variation margin rules for uncleared swaps…more

EMIR, EU, FSMA, Margin Requirements, Private Funds

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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 (FCA), 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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Corporate and Financial Weekly Digest - Volume XI, Issue 46

ISS Releases 2017 Proxy Voting Guideline Updates - On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover…more

C&DIs, CFTC, EU, European Commission, Financial Conduct Authority (FCA)

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Between Bridges: March 2017 – CME Group Settles Disciplinary Action Alleging That Automatic Liquidation of Under-Margined Customers’ Positions By Non-US Futures Broker Constituted Disruptive Trading

CME Group announced today that Saxo Bank A/S, a member firm, agreed to pay an aggregate fine of US $190,000 to the Chicago Board of Trade and the Chicago Mercantile Exchange to resolve two disciplinary actions against it for the…more

Algorithmic Trading, CME, Disciplinary Proceedings, Liquidation, Securities Exchanges

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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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Registered Investment Advisers Take Note: New SEC Custody Rule Guidance

Registered investment advisers should take note of recent pronouncements by the staff of the SEC's Division of Investment Management (the "Division") regarding Rule 206(4)-2 (the "Custody Rule") of the Investment Advisers Act of…more

Custody Rule, No-Action Letters, Registered Investment Advisors, Risk Alert, SEC

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DOJ and DOL Expand and Promote the Worker Endangerment Initiative

The US Department of Justice (DOJ) has announced an expanded national initiative to pursue criminal charges in cases involving worker endangerment. Deputy Attorney General Sally Quillian Yates directed all 93 United States…more

Criminal Prosecution, DOJ, DOL, Employer Liability Issues, OSHA

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Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Preliminary Injunctions

See All Updates »

Effectively Defending Adversarial Actions Brought Against Former D&Os in Bankruptcy Court

When private equity investors, hedge funds, distressed asset funds, major shareholders or founders step up and take board positions to help guide or turnaround a troubled company, they often do so for all the right reasons. But…more

Adverse Action, Commercial Bankruptcy, D&O Insurance, Defense Strategies, Trustees

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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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U.S. Supreme Court Alters Standard for Design Patent Damages and Takes Apple's $400 Million Victory Over Samsung Away (At Least for Now)

On December 6, 2016, the United States Supreme Court handed down an important unanimous decision regarding damages in design patent cases, throwing out a $400 million damages award that Apple had won from Samsung over…more

Apple v Samsung, Article of Manufacture, Calculation of Damages, Component Parts Doctrine, Design Patent

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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

See All Updates »

Copyright Office Rule Changes Require Website Owners to Take Action to Benefit From DMCA Safe Harbor

On December 1, the US Copyright Office replaced its directory of designated agents for receipt of Digital Millennium Copyright Act (DMCA) notices of claimed infringement with a new electronic system. As part of this process, the…more

Copyright, Designated Agent, DMCA, Popular, Safe Harbors

See All Updates »

The DOJ FCPA Enforcement Plan and Guidance Encourages Voluntary Self-Disclosure and Cooperation in Exchange for Additional Mitigation Credit

On April 5, 2016, the Fraud Section of the U.S. Department of Justice's Criminal Division issued a much-awaited Enforcement Plan and Guidance ("Guidance") on the Foreign Corrupt Practices Act (FCPA or the "Act"). This Guidance…more

Cooperation, DOJ, FCPA, Strategic Enforcement Plan, Voluntary Disclosure

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 »

2014 Year-End Estate Planning Advisory

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

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

See All Updates »

Structuring Equity Interests for Independent Sponsors

In a traditional private equity fund, the fund managers will raise money from investors to establish a pool of capital the fund can then use to invest in a number of portfolio companies. A big benefit of a fund is that the fund…more

Carried Interest, Financial Sponsors, IRS, Private Equity Funds

See All Updates »

California Proposes Major Changes to Refinery PSM Standard

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

Oil & Gas, OSHA, Refineries, Safety Precautions

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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 »

What US Companies Need to Know About New EU Data Protection Rules

On December 15, the European Commission put forward the General Data Protection Regulation (GDPR), which—subject to formal adoption by the European Parliament in 2016—will replace the 1995 Data Protection Directive, the existing…more

Enforcement Authority, EU, EU Data Protection Laws, Multinationals, SMEs

See All Updates »

Federal Circuit Recognizes an Exception to Inter Partes Review Estoppel Provisions

On March 23, the US Court of Appeals for the Federal Circuit issued a decision endorsing an exception to the estoppel provisions for inter partes review (IPR) under 35 U.S.C § 315(e). Shaw Industry Group, Inc. v. Automated Creel…more

Estoppel, Inter Partes Review (IPR) Proceeding, Mandamus Petitions, Patent Trial and Appeal Board, Prior Art

See All Updates »

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

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

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

See All Updates »

TAR Transparency Required in New DOJ Model Second Request

On December 12, 2016 the US Department of Justice (DOJ) Antitrust Division implemented an updated Model Second Request (Model), containing new guidance on the use of Technology Assisted Review (TAR) in responding to DOJ…more

Discovery, DOJ, FTC, New Guidance, Technology-Assisted Review

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

See All Updates »

CFTC Finalizes Aggregation Rules and Re-Proposes Position Limits Rule

On December 5, the Commodity Futures Trading Commission (CFTC) issued final regulations regarding the aggregation of positions and accounts to assess compliance with speculative position limits, as well as to add a potential…more

Aggregation Rules, CFTC, Exemptions, Final Rules, Position Limits

See All Updates »

SEC Approves a Streamlined FINRA Rule Set for Certain Broker-Dealers Engaged Only in Limited Capital Raising Activities

On August 18, the Securities and Exchange Commission (SEC) issued an order approving proposed Financial Industry Regulatory Authority (FINRA) rules exclusively applicable to firms that meet the definition of a "capital…more

Broker-Dealer, Capital Acquisition Broker (CAB), FINRA, SEC

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, Lenders, Loan Agreements

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 »

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 »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

See All Updates »

Hip, Hip, Hooray for Copyrightable Decorative Elements

After months of standing on the sidelines of the most closely watched case impacting the fashion industry in recent years, legal practitioners and fashion designers now have a framework for protecting decorative elements of…more

Cheerleaders, Copyright, Copyright Infringement, Fashion Design, SCOTUS

See All Updates »

Second Circuit Decision May Have Significant Implications for Whistleblowers and Their Employers

On September 10, 2015, the US Court of Appeals for the Second Circuit issued a decision with significant implications for purported whistleblowers and their employers—Berman v. Neo@Ogilvy LLC, WPP Group USA, Inc., No. 14-4626…more

Appeals, Disclosure, Dodd-Frank, Employer Liability Issues, Retaliation

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 »

Copyright Office Rule Changes Require Website Owners to Take Action to Benefit From DMCA Safe Harbor

On December 1, the US Copyright Office replaced its directory of designated agents for receipt of Digital Millennium Copyright Act (DMCA) notices of claimed infringement with a new electronic system. As part of this process, the…more

Copyright, Designated Agent, DMCA, Popular, Safe Harbors

See All Updates »

The State Department's Recent Federal Register Notice Marks Opening Steps Toward Access to Iranian Market for US Commercial Aircraft Industry

On November 2, 2015, the US State Department published a list of contingent waivers to a host of US sanctions on Iran that would apply to US and non-US persons. Included in the publication is an announcement of waivers that…more

Aviation Industry, Export Controls, Iran Sanctions, Joint Comprehensive Plan of Action (JCPOA), US Department of State

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

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 »

SEC Whistleblower Protection: Recent Cautionary Tales and New Best Practices

Although 2017 has barely begun, the Securities and Exchange Commission (SEC) has continued to aggressively pursue enforcement actions against companies for whistleblower-related violations. As part of its initiative, the SEC has…more

BlackRock, BlueLinx Holdings, Corporate Counsel, Dodd-Frank, KBR (formerly Kellogg Brown & Root)

See All Updates »

Registered Investment Advisers Take Note: New SEC Custody Rule Guidance

Registered investment advisers should take note of recent pronouncements by the staff of the SEC's Division of Investment Management (the "Division") regarding Rule 206(4)-2 (the "Custody Rule") of the Investment Advisers Act of…more

Custody Rule, No-Action Letters, Registered Investment Advisors, Risk Alert, SEC

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Hotels, Hospitality and Guest Privacy: Six Important Questions to Ask After the Andrews Verdict

Earlier this month, a Nashville jury awarded sportscaster Erin Andrews $55 million after she sued the companies that franchise, own and operate a hotel, alleging that the hotel improperly gave her private information to another…more

Erin Andrews, Hospitality Industry, Risk Management, Security and Privacy Controls, Security Risk Assessments

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 »

DOL Issues (Some) Additional Guidance on the Fiduciary Investment Advice Rule and Best Interest Contract Exemption

The US Department of Labor (DOL) has issued its first set of FAQs under the fiduciary investment advice rule (the “Rule”) and related prohibited transaction exemptions. In general, the Rule provides that parties providing…more

Best Interest Contract Exemptions, Broker-Dealer, Conflicts of Interest, DOL, ERISA

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

See All Updates »

Fintech Gains a National Platform: Federal Regulator Plans To Accept Fintech Applications for Special Purpose National Bank Charters

The primary regulator of the nation's largest banks, the Office of the Comptroller of the Currency (OCC), said Friday that it is considering issuing special purpose national bank charters to online lenders, payment processors…more

Banking Sector, Financial Services Industry, FinTech, Fintech Charter, Regulatory Agenda

See All Updates »

The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 1

SEC/CORPORATE - President-Elect Trump Nominates Clayton as SEC Chair - On January 4, President-elect Donald Trump announced his nomination of Jay Clayton to serve as chair of the Securities and Exchange Commission,…more

Derivatives Clearing Organizations, Equity Plans, EU, European Securities and Markets Authority (ESMA), Examination Priorities

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

See All Updates »

CFTC Finalizes Aggregation Rules and Re-Proposes Position Limits Rule

On December 5, the Commodity Futures Trading Commission (CFTC) issued final regulations regarding the aggregation of positions and accounts to assess compliance with speculative position limits, as well as to add a potential…more

Aggregation Rules, CFTC, Exemptions, Final Rules, Position Limits

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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

See All Updates »

Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Preliminary Injunctions

See All Updates »

The Katten Kattwalk - Issue 11

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information. …more

Ashley Madison, Cybersecurity, Fair Use, gTLD, Injunctive Relief

See All Updates »

Structuring Equity Interests for Independent Sponsors

In a traditional private equity fund, the fund managers will raise money from investors to establish a pool of capital the fund can then use to invest in a number of portfolio companies. A big benefit of a fund is that the fund…more

Carried Interest, Financial Sponsors, IRS, Private Equity Funds

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

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Hotels, Hospitality and Guest Privacy: Six Important Questions to Ask After the Andrews Verdict

Earlier this month, a Nashville jury awarded sportscaster Erin Andrews $55 million after she sued the companies that franchise, own and operate a hotel, alleging that the hotel improperly gave her private information to another…more

Erin Andrews, Hospitality Industry, Risk Management, Security and Privacy Controls, Security Risk Assessments

See All Updates »

OFAC General License Facilitates Negotiations With Iran for Commercial Passenger Aircraft

Since we last spoke of "Implementation Day" established on January 16 under the Joint Comprehensive Plan of Action (see "Implementation Day" Brings Openings for Commercial Aircraft Sales With Iran advisory from January 22), the…more

Aircraft Equipment, Contract Negotiations, General Licenses, ITSR, Joint Comprehensive Plan of Action (JCPOA)

See All Updates »

Regulatory Freeze Memorandum To Have Minimal Impact on Structured Finance Industry

On January 20, the Trump administration issued a memorandum instructing all executive departments and agencies to freeze the review and final publication of pending regulations. The regulatory freeze does not directly affect the…more

Regulatory Agencies, Regulatory Agenda, Trump Administration

See All Updates »

TAR Transparency Required in New DOJ Model Second Request

On December 12, 2016 the US Department of Justice (DOJ) Antitrust Division implemented an updated Model Second Request (Model), containing new guidance on the use of Technology Assisted Review (TAR) in responding to DOJ…more

Discovery, DOJ, FTC, New Guidance, Technology-Assisted Review

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 »

Corporate and Financial Weekly Digest - Volume XI, Issue 47

SEC/CORPORATE - Supreme Court Rules on Insider Trading Involving Family and Friends - In its first insider trading decision in nearly two decades, the US Supreme Court ruled unanimously to uphold an insider trading…more

Aggregation Rules, Capital Requirements, FINRA, Insider Trading, MiFID II

See All Updates »

US Sanctions Against Burma Lifted on October 7 With President's Executive Order

On Friday, October 7, 2016, President Obama delivered on a promise that he had made in September by signing an executive order terminating the economic and financial sanctions program on the country of Burma (Myanmar). The…more

Burma, Economic Sanctions, Executive Orders, Export Controls, OFAC

See All Updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 43

SEC/CORPORATE - SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections - On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would require…more

Canada, ISS, Memorandum of Understanding, No-Action Relief, Proxy Access

See All Updates »

Employment Matters – UK - February 2017

New Cases Highlighting When "Gig Economy" Workers Are Entitled to Employment Rights - The "gig economy" is characterised by work performed on a short-term/temporary basis, in contrast to more traditional long-term roles. As…more

Employer Liability Issues, Gig Economy, Gross Negligence, Pay Gap, Religious Discrimination

See All Updates »

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

See All Updates »

US Supreme Court Adds to District Court's Ability to Award Enhanced Patent Damages

On June 13, the US Supreme Court handed down an important unanimous decision relaxing the standard for an award of enhanced patent damages under 35 U.S.C. § 284. See Halo Electronics, Inc. v. Pulse Electronics, Inc., 579 U.S…more

35 U.S.C. § 284, Enhanced Damages, Halo v Pulse, Judicial Discretion, Patent Infringement

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

See All Updates »

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

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

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

See All Updates »

SEC Extends Specified Temporary Relief Related to Security-Based Swaps

On September 15, the SEC issued an order extending temporary exemptions and exceptions from compliance with certain provisions of the Securities Exchange Act of 1934 (Exchange Act) applicable to security-based swaps (SB swaps)…more

Counterparties, Dodd-Frank, Exemptions, SEC, Securities Exchange Act

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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 »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Copyright Office Rule Changes Require Website Owners to Take Action to Benefit From DMCA Safe Harbor

On December 1, the US Copyright Office replaced its directory of designated agents for receipt of Digital Millennium Copyright Act (DMCA) notices of claimed infringement with a new electronic system. As part of this process, the…more

Copyright, Designated Agent, DMCA, Popular, Safe Harbors

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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 »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

TAR Transparency Required in New DOJ Model Second Request

On December 12, 2016 the US Department of Justice (DOJ) Antitrust Division implemented an updated Model Second Request (Model), containing new guidance on the use of Technology Assisted Review (TAR) in responding to DOJ…more

Discovery, DOJ, FTC, New Guidance, Technology-Assisted Review

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, Goldman Sachs

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 6

SEC/CORPORATE - Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule - On February 6, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement soliciting public…more

Conflict Mineral Rules, Country-by-Country, EEA, EU, Guide

See All Updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 44

SEC Issues New C&DI Relating to Submission of Annual Reports to SEC - On November 2, the Division of Corporation Finance (Division) of the Securities and Exchange Commission issued a new Compliance and Disclosure…more

C&DIs, Canada, Chief Compliance Officers, Corporate Governance, EU

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 »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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 »

Corporate and Financial Weekly Digest - Volume XI, Issue 39

SEC/CORPORATE SEC - Staff No Longer Requires “Tandy” Representations in Filing Reviews - On October 5, the staff (Staff) of the Securities and Exchange Commission announced that, effective immediately, a company…more

Alternative Trading Systems, CRD IV Directive, EU Market Abuse Regulation (EU MAR), Memorandum of Understanding, No-Action Letters

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

Bitcoin, IRS, Virtual Currency

See All Updates »

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

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

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

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 43

SEC/CORPORATE - SEC Proposes Amendments To Require Universal Proxy Cards in Contested Elections - On October 26, the Securities and Exchange Commission voted to propose amendments to the proxy rules that would require…more

Canada, ISS, Memorandum of Understanding, No-Action Relief, Proxy Access

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

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US Supreme Court Adds to District Court's Ability to Award Enhanced Patent Damages

On June 13, the US Supreme Court handed down an important unanimous decision relaxing the standard for an award of enhanced patent damages under 35 U.S.C. § 284. See Halo Electronics, Inc. v. Pulse Electronics, Inc., 579 U.S…more

35 U.S.C. § 284, Enhanced Damages, Halo v Pulse, Judicial Discretion, Patent Infringement

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Effectively Defending Adversarial Actions Brought Against Former D&Os in Bankruptcy Court

When private equity investors, hedge funds, distressed asset funds, major shareholders or founders step up and take board positions to help guide or turnaround a troubled company, they often do so for all the right reasons. But…more

Adverse Action, Commercial Bankruptcy, D&O Insurance, Defense Strategies, Trustees

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Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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

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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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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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Corporate and Financial Weekly Digest - Volume XI, Issue 21

SEC/CORPORATE - SEC Releases Target Dates for Proposed and Final Rulemaking - The Securities and Exchange Commission recently published its agenda with respect to upcoming rulemaking, including rulemaking…more

Cross-Border Transactions, Deposit Accounts, EU, European Union Delegated Act (EUDA), FDIC

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The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

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Corporate and Financial Weekly Digest - Volume XI, Issue 46

ISS Releases 2017 Proxy Voting Guideline Updates - On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover…more

C&DIs, CFTC, EU, European Commission, Financial Conduct Authority (FCA)

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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

Bitcoin, IRS, Virtual Currency

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LSTA Publishes Revised Documents Effective April 24, 2014

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

FATCA, International Tax Issues, Loans, Withholding Tax

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Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

See All Updates »

IRS Issues New Partnership Audit Procedures

Included as a revenue offset in the budget legislation (H.R. 1314) signed by President Obama are provisions that simplify the procedure for the Internal Revenue Service to audit and collect adjustments from partnerships. The new…more

Audits, Hedge Funds, IRS, Partnerships, U.S. Treasury

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Corporate and Financial Weekly Digest - Volume XI, Issue 19

SEC/CORPORATE - SEC Approves PCAOB Rules Requiring Disclosure of Audit Participants - On May 9, the Securities and Exchange Commission adopted the proposed new rules and related amendments to auditing standards…more

Audits, Commodities Exchange Act, EU, MiFID II, MiFIR

See All Updates »

Reaction to Uncertainty in Affordable Housing Industry Brought on by Trump Election

The 2016 Election has created more questions than answers for the affordable housing industry. Very little is known about President-elect Trump's vision for affordable housing. On one hand, Mr. Trump has described himself as an…more

Affordable Housing, Fair Housing Act (FHA), HUD, LIHTC, Popular

See All Updates »

What US Companies Need to Know About New EU Data Protection Rules

On December 15, the European Commission put forward the General Data Protection Regulation (GDPR), which—subject to formal adoption by the European Parliament in 2016—will replace the 1995 Data Protection Directive, the existing…more

Enforcement Authority, EU, EU Data Protection Laws, Multinationals, SMEs

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US Sanctions Against Burma Lifted on October 7 With President's Executive Order

On Friday, October 7, 2016, President Obama delivered on a promise that he had made in September by signing an executive order terminating the economic and financial sanctions program on the country of Burma (Myanmar). The…more

Burma, Economic Sanctions, Executive Orders, Export Controls, OFAC

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New FDA Regulations for OTC Antibacterial Hand and Body Washes

On September 2, 2016, Food and Drug Administration (FDA) issued a new rule prohibiting the use of certain popular ingredients in over-the-counter (OTC) antiseptic wash products designed to be used with water, such as…more

FDA, New Regulations, Personal Care Products

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Regulatory Freeze Memorandum To Have Minimal Impact on Structured Finance Industry

On January 20, the Trump administration issued a memorandum instructing all executive departments and agencies to freeze the review and final publication of pending regulations. The regulatory freeze does not directly affect the…more

Regulatory Agencies, Regulatory Agenda, Trump Administration

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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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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

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Hip, Hip, Hooray for Copyrightable Decorative Elements

After months of standing on the sidelines of the most closely watched case impacting the fashion industry in recent years, legal practitioners and fashion designers now have a framework for protecting decorative elements of…more

Cheerleaders, Copyright, Copyright Infringement, Fashion Design, SCOTUS

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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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Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

See All Updates »

DeCoster Rehearing Denied—Food and Beverage Company Executives Face Risks of Prosecution as Responsible Corporate Officers

A recent Eighth Circuit decision that two corporate officers must serve jail time for failing to prevent the distribution of contaminated eggs despite the fact that they did not know the eggs were infected reaffirms continuing…more

Criminal Prosecution, Denial of Rehearing, FDCA, Food Manufacturers, interstate

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

See All Updates »

Florida Supreme Court Rules That Hospital "Adverse Medical Incidents" Reported to a PSO Are Not Privileged From Discovery: Impact on Participating Providers and PSOs

Southern Baptist Hospital of Florida (Hospital) was sued in a medical malpractice action in which the plaintiff sought to discover records relating to "adverse medical incidents" that occurred at the Hospital and involved any…more

Adverse Events, Document Productions, Hospitals, Medical Malpractice, Petition for Writ of Certiorari

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Finally! FDA Issues a Draft Guidance on Interchangeable Biosimilars

In mid-January, the US Food and Drug Administration (FDA) issued a much-anticipated draft guidance on interchangeable biosimilars titled "Considerations in Demonstrating Interchangeability With a Reference Product" (January…more

Biosimilars, BPCIA, Draft Guidance, FDA, Interchangeability

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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 »

Landmark Trade Secrets Law Creates New Federal Civil Cause of Action and Compliance Obligations for All Employers

Earlier today, President Obama signed into law the Defend Trade Secrets Act (DTSA). The landmark legislation is significant. For the first time, federal civil protection is afforded to trade secrets alongside copyrights, patents…more

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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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Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Preliminary Injunctions

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Key Money and Exclusivity Arrangements—What You Need to Know

Key Money Overview - The payment of key money (KM) by hotel operating companies is an increasingly regular aspect of securing hotel management agreements, particularly in the luxury hotel sector. In the typical transaction,…more

EU, Exclusivity Clauses, Hotel Management Agreements, Hotels, UK

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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 »

Reaction to Uncertainty in Affordable Housing Industry Brought on by Trump Election

The 2016 Election has created more questions than answers for the affordable housing industry. Very little is known about President-elect Trump's vision for affordable housing. On one hand, Mr. Trump has described himself as an…more

Affordable Housing, Fair Housing Act (FHA), HUD, LIHTC, Popular

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 »

The Katten Kattwalk | Issue 09

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information. …more

Adidas, Class Action, Discount Pricing, Fashion Industry, FTC

See All Updates »

OSHA Provides New Guidance on Unacceptable Whistleblower Settlements, Ensures Whistleblowers Cannot Waive Right to Receive Awards

In a memorandum dated September 15, OSHA has made explicit that it will not approve any settlement agreements between employers and employees that discourage the employee from acting as a whistleblower…more

OSHA, Settlement Agreements, Whistleblowers

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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, Lenders, Loan Agreements

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UK Tax: When Partnership Is Not Partnership

The recent decision of the First Tier Tribunal (FTT) in the unusual case of R. Ashton v HMRC [2016] UKFTT 727 serves as a useful reminder to taxpayers of two issues: (1) the potential for confusion when distinguishing between…more

Corporate Taxes, Partnerships, UK

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Clouds on the Horizon for Claim Purchasers in the Third Circuit

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

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

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

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

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

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Corporate and Financial Weekly Digest - Volume XI, Issue 46

ISS Releases 2017 Proxy Voting Guideline Updates - On November 21, ISS published its 2017 Proxy Voting Guideline Updates, which will be in effect for meetings held on or after February 1, 2017. The US 2017 updates cover…more

C&DIs, CFTC, EU, European Commission, Financial Conduct Authority (FCA)

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 »

OSHA Provides New Guidance on Unacceptable Whistleblower Settlements, Ensures Whistleblowers Cannot Waive Right to Receive Awards

In a memorandum dated September 15, OSHA has made explicit that it will not approve any settlement agreements between employers and employees that discourage the employee from acting as a whistleblower…more

OSHA, Settlement Agreements, Whistleblowers

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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Business Rates Revaluation and 1954 Act Statutory Compensation

The revaluation of rateable values for commercial properties in England, Wales and Scotland comes into effect on 1 April. This revaluation is politically controversial because it will likely cause business rates to rise sharply…more

Commercial Leases, Commercial Real Estate Market, Commercial Tenants, Landlord and Tenant Acts, UK

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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

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SEC Chair Addresses Advisory Committee on Small and Emerging Companies

On February 25, Securities and Exchange Commission Chair Mary Jo White addressed members of the SEC’s Advisory Committee on Small and Emerging Companies (Committee) at the opening of the Committee’s most recent meeting. As…more

Capital Formation, Crowdfunding, Emerging Growth Companies, Regulation A, SEC

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

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

Legal History

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Matria Healthcare Insider Traders Will Go to Trial

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

Healthcare, Insider Trading, Mergers, SEC, Trials

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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

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

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

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

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The DOJ FCPA Enforcement Plan and Guidance Encourages Voluntary Self-Disclosure and Cooperation in Exchange for Additional Mitigation Credit

On April 5, 2016, the Fraud Section of the U.S. Department of Justice's Criminal Division issued a much-awaited Enforcement Plan and Guidance ("Guidance") on the Foreign Corrupt Practices Act (FCPA or the "Act"). This Guidance…more

Cooperation, DOJ, FCPA, Strategic Enforcement Plan, Voluntary Disclosure

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Corporate and Financial Weekly Digest - Volume XII, Issue 6

SEC/CORPORATE - Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule - On February 6, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement soliciting public…more

Conflict Mineral Rules, Country-by-Country, EEA, EU, Guide

See All Updates »

The DOJ FCPA Enforcement Plan and Guidance Encourages Voluntary Self-Disclosure and Cooperation in Exchange for Additional Mitigation Credit

On April 5, 2016, the Fraud Section of the U.S. Department of Justice's Criminal Division issued a much-awaited Enforcement Plan and Guidance ("Guidance") on the Foreign Corrupt Practices Act (FCPA or the "Act"). This Guidance…more

Cooperation, DOJ, FCPA, Strategic Enforcement Plan, Voluntary Disclosure

See All Updates »

Landmark Trade Secrets Law Creates New Federal Civil Cause of Action and Compliance Obligations for All Employers

Earlier today, President Obama signed into law the Defend Trade Secrets Act (DTSA). The landmark legislation is significant. For the first time, federal civil protection is afforded to trade secrets alongside copyrights, patents…more

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 10

CFTC Extends Public Comment Period for Swap Dealers and Major Swap Participants Minimum Capital Requirement Proposal - On March 16, the Commodity Futures Trading Commission published in the Federal Register its decision to…more

Article 50 Treaty of the EU, Comment Period, EU, EU Central Securities Depository Directive, Major Swap Participants

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, Multilateral Agreement, Pending Legislation, Trade Adjustment Assistance, Trade Agreements

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

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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, Bitcoin, CBOE

See All Updates »

Corporate and Financial Weekly Digest - Volume XII, Issue 4

SEC Updates to Form PF FAQs - On January 18, the Securities and Exchange Commission’s Division of Investment Management updated its Form PF FAQs. Registered investment advisers managing private funds with at least $150…more

Article 50 Treaty of the EU, Asset Management, EU, Form PF, Hart-Scott-Rodino Act

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Proposed Regulations Under Internal Revenue Code Section 2704: Changes May Be Coming to Transfers of Closely Held Business Interests

On August 2, 2016, the Treasury Department issued proposed regulations under the authority provided in Section 2704(b) of the Internal Revenue Code (the "Code"). These proposed regulations were much anticipated by the estate…more

Business Succession, Closely Held Businesses, Family Businesses, IRS, Proposed Regulation

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Structuring Equity Interests for Independent Sponsors

In a traditional private equity fund, the fund managers will raise money from investors to establish a pool of capital the fund can then use to invest in a number of portfolio companies. A big benefit of a fund is that the fund…more

Carried Interest, Financial Sponsors, IRS, Private Equity Funds

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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

See All Updates »

Bail-In and Contractual Recognition: The Impact on US and Other Non-EU Counterparties and the Potential Impact of Brexit

Following the 2008 banking crisis, governments around the world found themselves having to bail out large financial institutions by injecting capital to help those institutions continue to service their debts. In Europe, the…more

Bail-In Provisions, BRRD, Counterparties, EU, Financial Crisis

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

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

Bonds, Lenders, Mechanics Lien, Proposed Legislation

See All Updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 47

SEC/CORPORATE - Supreme Court Rules on Insider Trading Involving Family and Friends - In its first insider trading decision in nearly two decades, the US Supreme Court ruled unanimously to uphold an insider trading…more

Aggregation Rules, Capital Requirements, FINRA, Insider Trading, MiFID II

See All Updates »

Corporate and Financial Weekly Digest - Volume XI, Issue 47

SEC/CORPORATE - Supreme Court Rules on Insider Trading Involving Family and Friends - In its first insider trading decision in nearly two decades, the US Supreme Court ruled unanimously to uphold an insider trading…more

Aggregation Rules, Capital Requirements, FINRA, Insider Trading, MiFID II

See All Updates »

Registered Investment Advisers Take Note: New SEC Custody Rule Guidance

Registered investment advisers should take note of recent pronouncements by the staff of the SEC's Division of Investment Management (the "Division") regarding Rule 206(4)-2 (the "Custody Rule") of the Investment Advisers Act of…more

Custody Rule, No-Action Letters, Registered Investment Advisors, Risk Alert, SEC

See All Updates »

2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

See All Updates »

Risk Retention in CMBS: A Look Back and a Look Forward

Industry participants looked forward to 2016 with a great deal of anticipation considering both the implementation of the risk retention rules, and the expected wall of maturities. By mid-year the first commercial…more

Banking Sector, CMBS, Dodd-Frank, FDIC, Risk Retention

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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, Multilateral Agreement, Pending Legislation, Trade Adjustment Assistance, Trade Agreements

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, Bitcoin, CBOE

See All Updates »

SEC Proposed Rule 18f-4 Would Severely Restrict Use of Derivatives by Investment Companies

On December 11, 2015, the Securities and Exchange Commission proposed a new rule, Rule 18f-4, under the Investment Company Act (ICA), to regulate certain types of financial commitments made by investment companies, including…more

Derivatives, Investment Companies, Proposed Regulation, Rule 18f-4, SEC

See All Updates »

The Katten Kattwalk | Issue 09

The Katten Kattwalk discusses legal issues in the fashion industry affecting the trademarks, patents and copyrights associated with companies, brands and products. Please see full Newsletter below for more information. …more

Adidas, Class Action, Discount Pricing, Fashion Industry, FTC

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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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Second Circuit Adopts Narrow Interpretation of Trust Indenture Act Provision Intended to Protect Bondholders

On January 17, the US Court of Appeals for the Second Circuit rendered a much anticipated decision in Marblegate Asset Management, LLC v. Education Management Corp., No. 15-2124-cv(L), 15-2141-cv(CON), reversing the Southern…more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, Higher Education Act, Preliminary Injunctions

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Corporate and Financial Weekly Digest - Volume XI, Issue 27

BREXIT UPDATE - Nathaniel Lalone, a Financial Services partner at Katten Muchin Rosenman UK LLP, will continue to share his insight into the evolution of the relationship between the United Kingdom and European Union in the…more

Block Trades, C&DIs, Comment Period, EU-US Privacy Shield, GAAP

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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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DOL Issues (Some) Additional Guidance on the Fiduciary Investment Advice Rule and Best Interest Contract Exemption

The US Department of Labor (DOL) has issued its first set of FAQs under the fiduciary investment advice rule (the “Rule”) and related prohibited transaction exemptions. In general, the Rule provides that parties providing…more

Best Interest Contract Exemptions, Broker-Dealer, Conflicts of Interest, DOL, ERISA

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Fifth Circuit Decision in Citgo Case May Place Limits on Criminal Liability Under Migratory Bird Treaty Act

On September 4, 2015, the US Court of Appeals for the Fifth Circuit reversed convictions of CITGO Petroleum Corporation and CITGO Refining and Chemical Company, L.P. (collectively "Citgo"), and in so doing placed potentially…more

Appeals, Citgo, Clean Air Act, Criminal Penalties, Energy Sector

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Federal Circuit Recognizes an Exception to Inter Partes Review Estoppel Provisions

On March 23, the US Court of Appeals for the Federal Circuit issued a decision endorsing an exception to the estoppel provisions for inter partes review (IPR) under 35 U.S.C § 315(e). Shaw Industry Group, Inc. v. Automated Creel…more

Estoppel, Inter Partes Review (IPR) Proceeding, Mandamus Petitions, Patent Trial and Appeal Board, Prior Art

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TAR Transparency Required in New DOJ Model Second Request

On December 12, 2016 the US Department of Justice (DOJ) Antitrust Division implemented an updated Model Second Request (Model), containing new guidance on the use of Technology Assisted Review (TAR) in responding to DOJ…more

Discovery, DOJ, FTC, New Guidance, Technology-Assisted Review

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DOJ and DOL Expand and Promote the Worker Endangerment Initiative

The US Department of Justice (DOJ) has announced an expanded national initiative to pursue criminal charges in cases involving worker endangerment. Deputy Attorney General Sally Quillian Yates directed all 93 United States…more

Criminal Prosecution, DOJ, DOL, Employer Liability Issues, OSHA

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

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

Investment Management, Marketing, New Regulations, Pensions, Retirement

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Bail-In and Contractual Recognition: The Impact on US and Other Non-EU Counterparties and the Potential Impact of Brexit

Following the 2008 banking crisis, governments around the world found themselves having to bail out large financial institutions by injecting capital to help those institutions continue to service their debts. In Europe, the…more

Bail-In Provisions, BRRD, Counterparties, EU, Financial Crisis

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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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NYSE Proposes Rule To Expand Pre-market Notice Period Prior to Disseminating Material News

On August 27, the New York Stock Exchange (NYSE) filed with the SEC a proposed rule change to: (1) require NYSE-listed companies to notify the NYSE prior to disseminating material news if such dissemination occurs between…more

Listing Standards, Notice Requirements, NYSE, Proposed Regulation, SEC

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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Business Rates Revaluation and 1954 Act Statutory Compensation

The revaluation of rateable values for commercial properties in England, Wales and Scotland comes into effect on 1 April. This revaluation is politically controversial because it will likely cause business rates to rise sharply…more

Commercial Leases, Commercial Real Estate Market, Commercial Tenants, Landlord and Tenant Acts, UK

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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The FTC's Native Advertising Settlement With Lord & Taylor Highlights the Commission's Enforcement Priorities Under Its Recently Issued Guidance

On March 15, 2016, the Federal Trade Commission (FTC) announced a settlement with department store Lord & Taylor ("L&T") relating to native advertising for its Design Lab collection of clothing in various online materials,…more

FTC, Lord & Taylor, Misrepresentation, Native Advertising, New Guidance

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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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Proposed Regulations Under Internal Revenue Code Section 2704: Changes May Be Coming to Transfers of Closely Held Business Interests

On August 2, 2016, the Treasury Department issued proposed regulations under the authority provided in Section 2704(b) of the Internal Revenue Code (the "Code"). These proposed regulations were much anticipated by the estate…more

Business Succession, Closely Held Businesses, Family Businesses, IRS, Proposed Regulation

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Corporate and Financial Weekly Digest - Volume XII, Issue 6

SEC/CORPORATE - Acting SEC Chair Directs Staff to Reconsider Pay Ratio Disclosure Rule - On February 6, the acting Securities and Exchange Commission Chairman, Michael Piwowar, issued a statement soliciting public…more

Conflict Mineral Rules, Country-by-Country, EEA, EU, Guide

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DeCoster Rehearing Denied—Food and Beverage Company Executives Face Risks of Prosecution as Responsible Corporate Officers

A recent Eighth Circuit decision that two corporate officers must serve jail time for failing to prevent the distribution of contaminated eggs despite the fact that they did not know the eggs were infected reaffirms continuing…more

Criminal Prosecution, Denial of Rehearing, FDCA, Food Manufacturers, interstate

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Corporate and Financial Weekly Digest - Volume XII, Issue 9

ISS Updates Frequently Asked Questions for US Proxy Voting Policies and Procedures for 2017 - Proxy advisory firm Institutional Shareholder Services (ISS) recently updated its frequently asked questions (FAQs) for US proxy…more

Accredited Investors, Corporate Governance, Hyperlink, ISS, Proxy Season

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Effectively Defending Adversarial Actions Brought Against Former D&Os in Bankruptcy Court

When private equity investors, hedge funds, distressed asset funds, major shareholders or founders step up and take board positions to help guide or turnaround a troubled company, they often do so for all the right reasons. But…more

Adverse Action, Commercial Bankruptcy, D&O Insurance, Defense Strategies, Trustees

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2015 Year-End Estate Planning Advisory

In 2015, we continued to experience a period of relative stability 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…more

American Taxpayer Relief Act, Generation-Skipping Transfer, Gift Tax, Tax Planning, Tax Rates

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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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Key Money and Exclusivity Arrangements—What You Need to Know

Key Money Overview - The payment of key money (KM) by hotel operating companies is an increasingly regular aspect of securing hotel management agreements, particularly in the luxury hotel sector. In the typical transaction,…more

EU, Exclusivity Clauses, Hotel Management Agreements, Hotels, UK

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Landmark Trade Secrets Law Creates New Federal Civil Cause of Action and Compliance Obligations for All Employers

Earlier today, President Obama signed into law the Defend Trade Secrets Act (DTSA). The landmark legislation is significant. For the first time, federal civil protection is afforded to trade secrets alongside copyrights, patents…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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The Notice Provision of the Defend Trade Secrets Act (DTSA): What Employers Must Do Now

The Defend Trade Secrets Act (DTSA), which became effective on May 11, extends federal civil protection to trade secrets and allows companies and individuals to file private lawsuits to remedy a wrongful taking of their trade…more

Best Management Practices, Defend Trade Secrets Act (DTSA), Employer Liability Issues, Notice Requirements, Whistleblower Protection Policies

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