Morrison & Foerster LLP

America Invents Act Updates Take Final Form

In a last-minute decision for the 112th Congress, the House of Representatives approved an America Invents Act (AIA) technical-revisions bill as amended by the Senate (H.R. 6621) on January 1, 2013. President Obama is expected…more

America Invents Act, Derivation Proceeding, First-to-Invent, Inter Partes Review Proceedings, Patent Reform

See All Updates »

Financial Services Report, Summer 2015

In This Issue: - Arbitration Report - Beltway Report - Bureau Report - Mobile & Emerging Payments Report - Mortgage & Fair Lending Report - Operations Report - Preemption Report - Privacy…more

Arbitration Agreements, CashCall, CFPB, Consumer Bankruptcy, Consumer Financial Products

See All Updates »

Consumer Products: The CPSC Files Suit Seeking Civil Penalties Against Michaels Stores for Failures of Reporting and Material Misrepresentation

Last week, the U.S. Department of Justice, on behalf of the United States Consumer Product Safety Commission (CPSC), filed suit against Michaels Stores, Inc. (“Michaels”) in the Northern District of Texas. United States of…more

Civil Monetary Penalty, Consumer Product Safety Commission (CPSC), Enforcement Actions, Investigations, Michaels

See All Updates »

Individual Liability: What’s Behind The Headlines?

It’s been open season on financial institutions since the 2008-2009 financial crisis (“Financial Crisis”). State and federal prosecutors and regulators are competing with each other for press coverage of their latest consent…more

Banking Crisis, Banking Sector, C-Suite Executives, CFPB, Civil Monetary Penalty

See All Updates »

Top Ten International Anti-Corruption Developments for December 2015

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources…more

Anti-Corruption, Brazil, Bribery, China, Criminal Prosecution

See All Updates »

False Advertising Suit Regarding Plum Organics Mighty 4 Puree Pouches Dismissed

On November 2, 2015, Judge Alsup of the Northern District of California dismissed a consumer class action against food manufacturer Plum Organics for failure to state a claim. In Workman et al. v. Plum Inc., D/B/A Plum Organics,…more

Business & Professions Code, Class Action, Consumers Legal Remedies Act, Failure To State A Claim, False Advertising

See All Updates »

Looking to Litigate in Secret? Fourth Circuit Creates Hurdles for Product Manufacturers

In April, the Fourth Circuit ruled in Company Doe v. Public Citizen that a manufacturer could not hide behind a veil of secrecy even after successfully enjoining the Consumer Product Safety Commission (CPSC) from publishing an…more

Consumer Product Safety Commission (CPSC), Consumer Product Safety Improvement Act (CPSIA), Manufacturers, Transparency

See All Updates »

U.S. Patent and Trademark Office Announces Proposed Changes to AIA Proceedings

On August 19, 2015, the United States Patent and Trademark Office (“Office”) presented proposed amendments to the rules governing trial practice for inter partes review, post-grant review, transitional post-grant review for…more

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

See All Updates »

CPSC Launches “Regulatory Robot”

Businesses face a daunting task when attempting to comply with the U.S. Consumer Product Safety Commission’s (CPSC) reporting requirements. In an effort to simplify and streamline the process for consumer products providers,…more

Consumer Product Safety Commission (CPSC), New Guidance, Reporting Requirements

See All Updates »

USDOL Proposes Significant Increase in Federal Salary Test for FLSA White Collar Exemptions

On Monday, July 6, the United States Department of Labor (USDOL) published its long awaited proposed rule “updating” regulations “defining and delimiting” the exemptions from overtime for white collar employees (i.e., the…more

Barack Obama, Comment Period, DOL, Employee Rights, Employer Liability Issues

See All Updates »

Three Key Takeaways from DOJ’s New Yates Memo on Individual Accountability for Corporate Wrongdoing

During a September 10, 2015 conference at New York University, Deputy Attorney General (DAG) Sally Quillian Yates announced new Department of Justice (DOJ or the Department) policy that could significantly affect the way that…more

Attorney-Client Privilege, C-Suite Executives, Cooperation, Corporate Veil, DOJ

See All Updates »

California Appellate Court Requires Actual Viewing of Confidential Information in Data Breach Case Under the California Medical Information Act

In a case against Sutter Health involving records from a stolen office computer, the California Court of Appeal recently issued a decision limiting plaintiffs’ ability to state a claim and obtain statutory damages under the…more

Appeals, CMIA, Electronic Medical Records, Medical Records, Patient Confidentiality Breaches

See All Updates »

MoFo IP Newsletter - October 2015

The Survey Says: Tiffany Is Not Generic for A Ring Setting - Last month, the Southern District of New York granted summary judgment to Tiffany & Co. on its trademark infringement claim against Costco Wholesale Corporation…more

Abuse of Dominance, Abuse of Process, America Invents Act, Apple v Samsung, China

See All Updates »

A View of EB-5 Program Issues from a Top SEC Enforcement Official

As participation in the U.S. Citizen and Immigration Services (USCIS) Immigrant Investor Program or “EB-5 program” grows, regulatory interest is showing a commensurate uptick. On November 20, 2013, Associate Director Stephen…more

Compliance, EB-5, Enforcement, Enforcement Actions, Immigrants

See All Updates »

SEC Sanctions Alt Fund Asset Manager for Fee Overcharges and Misleading Investors

On January 19, 2016, the SEC settled proceedings against a Denver-based asset manager for material misstatements made in the offer and sale of units of a publicly-registered managed futures fund. The SEC found that the manager…more

Alternative Investment Funds, Management Fees, Material Misstatements, Registered Investment Advisors, Sanctions

See All Updates »

KBR And Maintaining Privilege Throughout Investigations

Last month, for the second time, the D.C. Circuit in In re Kellogg Brown & Root Inc., No. 14-5319, slip op. (D.C. Cir. Aug. 11, 2015), granted a writ of mandamus sought by KBR and vacated a series of district court orders that…more

Attorney-Client Privilege, But For Causation, Code of Conduct, Cooperation, Discovery

See All Updates »

New HSR Filing Thresholds for 2016

On January 21, 2016, the U.S. Federal Trade Commission (FTC), the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, and its filing requirements, announced the…more

FTC, Hart-Scott-Rodino Act, Mergers, Threshold Requirements

See All Updates »

A User's Guide to Volcker Rule Complexities

Increasingly, we receive questions from prospective investors in covered bonds on whether an investment is prohibited or limited under the Volcker Rule, which was adopted by the various agencies under section 619 of the…more

Banking Sector, Covered Bonds, Dodd-Frank, Exclusions, Exemptions

See All Updates »

Delaware Chancery Court Rejects Disclosure-Only Settlement in Trulia/Zillow Merger Litigation, Making Clear Such Settlements Will Be Subject to “Increasingly Vigilant” Scrutin

On January 22, 2016, Delaware Chancellor Andre C. Bouchard rejected a proposed “disclosure-only” settlement in In re Trulia Stockholder Litigation. The decision confirms the Chancery Court’s growing skepticism for…more

Class Action, Disclosure-Based Settlements, Mergers, Shareholder Litigation, Supplemental Disclosures

See All Updates »

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under…more

Allergan Inc, Disclosure Requirements, Filing Requirements, Securities Exchange Act, Tender Offers

See All Updates »

In Delaware, Privilege Goes to the Buyer -- Court Finds Buyer Controls Attorney-Client Privilege over Seller’s Pre-Closing Communications Regarding Merger Negotiations, Unless Otherwise Agreed

The Delaware court of chancery held recently that control over a target company’s attorney-client privileged communications, including communications between the target company’s counsel and its pre-merger stockholders, passes…more

Attorney-Client Privilege, Contract Drafting, Corporate Counsel, Disqualification, Fraudulent Inducement

See All Updates »

Structured Thoughts: News for the financial services community, Volume 7, Issue 1

T+2 Settlement and Structured Notes - Introduction - In December 2015, the “T+2 Industry Steering Committee” published its Implementation Playbook. The Playbook is intended to provide, among other things, a timeline…more

Equity Markets, FINRA, OCIE, Regulatory Agenda, SEC

See All Updates »

Socially Aware - Volume 6, Issue 2 - May 2015

In This Issue: - Court Protects Anonymity of Yelp Users - FTC Issues Landmark Report on Internet of Things - Who Will Update My Status When I’m Dead?: The Biggest Social Media Platforms’ Policies on…more

Anonymity, Copyright, Digital Assets, DMCA, FTC

See All Updates »

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European M&A…more

Blackberry, Energy, EU, European Merger Control Regulation, Foreign Investment

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

Employment Law Commentary -- Volume 26, Issue June 2014 -- Protecting Trade Secrets Globally: Comparing The U.S. And EU

International attention to misappropriation of trade secrets has never been at a higher level. In early May 2014, a U.S. federal grand jury indicted several Chinese military officials for allegedly misappropriating trade secrets…more

China, Defend Trade Secrets Act, EU, Misappropriation, Trade Secrets

See All Updates »

Navigating Iran Sanctions after JCPOA’s Implementation Day

The announcement by the International Atomic Energy Agency on January 16, 2016, that the Government of Iran has satisfied its commitments under the Joint Comprehensive Plan of Action (“JCPOA”), has triggered “Implementation Day”…more

EU, Exports, Implementation Day, International Atomic Energy Agency, Iran Sanctions

See All Updates »

SEC Revises Guidance on Granting WKSI Waiver

On March 12, 2014, the SEC’s Division of Corporate Finance updated its guidance regarding requests for waivers by well-known seasoned issuers (“WKSIs”) that would otherwise become ineligible issuers under Rule 405 of the…more

SEC, Securities Exchange Act, Waivers, WKSIs

See All Updates »

Corruption Allegations in China Lead to a Shareholder Class Action in the U.S.

The filing of a shareholder class action has become routine following a drop in stock price after the revelation of adverse news about a company. Allegations of corruption at a public company are proving to be no different, as…more

China, Class Action, Corruption, Foreign Official, Oil & Gas

See All Updates »

California Supreme Court Upholds Class Action Waivers in Arbitration Agreements, but Invalidates Waivers of Representative Actions under the California Private Attorneys General Act

On June 23, the California Supreme Court provided mixed blessings to California employers. In Iskanian v. CLS Transportation, No. S204032 (June 23, 2014), the Court upheld class action waivers in arbitration agreements,…more

Arbitration, Class Action, Class Action Arbitration Waivers, CLS Transportation, Employer Liability Issues

See All Updates »

Form PCT/IB/382: Legal Implications in Countries with Compulsory Licensing Rules

The World Intellectual Property Organization (WIPO) added a new feature in January 2012 in an effort to promote licensing. Patent Cooperation Treaty (PCT) applicants may submit form PCT/IB/382, which informs others that the…more

Licensing Rules, Patents, WIPO

See All Updates »

Department of Labor Clarifies ERISA Fiduciary Requirements With Respect to Economically Targeted Investments and Environmental, Social, and Governance Goals

Last month, the Department of Labor (the “Department”) issued an Interpretive Bulletin 2015-011 (the “Bulletin”) clarifying the extent to which the Employee Retirement Income Security Act of 1974 (“ERISA”) permits fiduciaries to…more

DOL, Economically Targeted Investments, ERISA, Fiduciary Duty

See All Updates »

California Supreme Court Opens the Door to Organic Mislabeling Claims

Last week, the California Supreme Court issued a long awaited ruling on organic labeling in Quesada v. Herb Thyme Farms, Inc., No. S216305, 2015 WL 7770635 (Cal. Dec. 3, 2015). At issue in Quesada was whether consumers may bring…more

CA Supreme Court, Consumer Fraud, Corporate Counsel, Food Labeling, Misrepresentation

See All Updates »

MoFo Global Procurement Quarterly: Winter 2015

In This Issue: - Protection of Security Relevant Information vs. Enhancement of Global Competition – Germany's "No Spy Decree" for Public Tenders under Continuous Scrutiny - RWIND Tenderer Test: Objective or…more

Cybersecurity, DOJ, Enforcement Actions, EU, Germany

See All Updates »

CPSC Launches “Regulatory Robot”

Businesses face a daunting task when attempting to comply with the U.S. Consumer Product Safety Commission’s (CPSC) reporting requirements. In an effort to simplify and streamline the process for consumer products providers,…more

Consumer Product Safety Commission (CPSC), New Guidance, Reporting Requirements

See All Updates »

Final IRS Regulations Under Section 162(m) Will Impact Transition Rule Applicable to Newly Public Companies

On March 31, 2015, the IRS issued final regulations under Section 162(m), the tax code provision which limits the deduction for compensation paid to certain public company executive officers. As signaled by the proposed…more

Corporate Taxes, Executive Compensation, IRS, Proposed Regulation, Publicly-Traded Companies

See All Updates »

Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will describe…more

Advertising, Banking Sector, Broker-Dealer, Cease and Desist, Cooperation

See All Updates »

Another Major Earthquake: California Creates Big Fissures in Proposition 65 Regulations – Proposals Could Shatter Defenses

In the midst of making Proposition 65’s longstanding warning regulations far more onerous, and vexatious litigation far more likely, California’s Office of Environmental Health Hazard Assessment (OEHHA) has unveiled still more…more

Arsenic, Beech-Nut, Birth Defects, Lead, OEHHA

See All Updates »

En banc Federal Circuit Affirms ITC’s Authority to Issue Exclusion Orders for Induced Infringement of Method Claims

Reversing an earlier panel decision, the en banc Federal Circuit confirmed that the ITC has the authority to issue exclusion orders against imported products that ultimately are used to infringe method claims, even if those…more

Covered Business Method Patents, Direct Infringement, En Banc Review, Imports, Induced Infringement

See All Updates »

Recent Decisions Confirm That Forum Selection Bylaws Are Best Considered on a Clear Day - But May Be Beneficial Later as Well

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such…more

Bylaws, Corporate Governance, Delaware General Corporation Law, Exclusive Forum, Forum Selection

See All Updates »

CFTC Issues Proposed Rules Regarding the Cross-Border Application of its Uncleared Swaps Margin Requirements

On June 29, 2015, the Commodity Futures Trading Commission (“CFTC”) issued proposed rules (“Proposed Rules”) regarding the cross-border application of its proposed uncleared swaps margin rules issued last October. The Proposed…more

Advanced Notice of Proposed Rulemaking (ANPRM), CFTC, Commodities, Compliance, Cross-Border Transactions

See All Updates »

CEQA Doesn’t Operate in “Reverse” (Usually)

It’s not quite Star Wars, but in the world of land use, this counts as a blockbuster. The California Supreme Court has decided unanimously that the California Environmental Quality Act (CEQA) generally does not require analysis…more

Air Pollution, Bay Area Air Quality Management District, California Building Industry Association (CBIA), CEQA, Housing Developers

See All Updates »

MoFo Global Procurement Quarterly: Spring 2015

In This Issue: - Right to Modify? - International Brands May Trigger Cross-Border Interest in EU Tenders - Q&A with James Koukios - GSA Data Reporting - International IT Companies Face Continuing…more

China, Cross-Border, EU, Government Contractors, GSA

See All Updates »

Guangdong DOJ Wades Into the Fray by Demanding That CIETAC Cease “Illegal Arbitration Activities” in Guangdong

On July 15, 2015, the PRC Supreme People’s Court (SPC) issued an interpretation clarifying various jurisdictional issues arising from the mid-2012 decision of the former South China and Shanghai Sub-Commissions of the China…more

Arbitration, Arbitration Agreements, Arbitration Awards, Cease and Desist, China

See All Updates »

Know Before You Sell: CFPB Letter on “Know Before You Owe” Implementation

In response to a written request from the Mortgage Bankers Association (MBA), Richard Cordray, Director of the Consumer Financial Protection Bureau (CFPB), penned a response dated December 29, 2015, addressing implementation of…more

CFPB, Mortgages, TILA-RESPA Integrated Disclosure Rule (TRID)

See All Updates »

The Difficulty Of Challenging FCA Fine As Excessive

Last month, in U.S. ex rel. Drakeford v. Tuomey, No. 13-2219, (4th Cir. July 2, 2015), the Fourth Circuit affirmed a False Claims Act verdict against a nonprofit hospital in Sumter, South Carolina. In an area of the law where…more

Compensatory Damages, Eighth Amendment, Excessive Fees, False Claims Act (FCA), Fraud and Abuse

See All Updates »

Hong Kong Capital Markets Quarterly News -- October 2013

In This Issue: New Sponsor Regime – Guidance Letters; Policy on Listing Overseas Companies; New Listing Decisions; New Guidance Letters; and Enforcement News Excerpt from New Sponsor Regime – Guidance Letters:…more

Enforcement, Hong Kong, Listing Standards, SFC, Stocks

See All Updates »

China Life Sciences - January 2013

In This Issue: Investor Q&A; Key Regulatory Issues for Strategic Life Sciences Partnerships in China; Compulsory Patent Licensing in China; and New Developments on the “Patentable Subject Matter” Requirement of U.S…more

Biotechnology, China, Compulsory Licenses, Foreign Investment, Licenses

See All Updates »

SPC Issues Interpretation on Jurisdictional Issues Arising from CIETAC Split

In a welcome development, the PRC Supreme People’s Court (the “SPC”) issued on July 15, 2015 an interpretation addressing various jurisdictional issues arising from the decision in mid-2012 of the former CIETAC Shanghai and…more

Arbitration, Arbitration Agreements, China, CIETAC, Foreign Ownership

See All Updates »

Mexico’s National Center for Energy Control (Centro Nacional de Control de Energia: “CENACE”) Publishes Rules for Establishing the Infrastructure Requirements for the Interconnection of Power Plants and Connection of Charging Stations (centros de carga)

On June 2, 2015, CENACE published in the Federal Gazette of the Federation (Diario Oficial de la Federación) the Rules for Establishing the Infrastructure Requirements for the Interconnection of Power Plants and Connection of…more

Charging Stations, New Regulations, Power Infrastructure, Power Plants

See All Updates »

U.S. Supreme Court Closes One Door to Mooting a Plaintiff’s Claims, but Potentially Opens Another

On January 20, 2016, the United States Supreme Court issued its decision in Campbell-Ewald Company v. Gomez, No. 14–857 (Jan. 20, 2016), holding that a defendant cannot moot a plaintiff’s claim under Article III of the U.S…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Genesis Healthcare Corp. v. Symczyk, Mootness

See All Updates »

European Patent Office Finds Plants and Plant Products Patent-Eligible

On March 25, the Enlarged Board of Appeal (EBA) of the European Patent Office (EPO) handed a victory to those seeking to protect plant inventions in Europe. The EBA found that the essentially biological processes exclusion of…more

EU, European Patent Office, Patent-Eligible Subject Matter, Patents, Plant Patents

See All Updates »

China’s Draft Foreign Investment Law: A Paradigm Shift in Regulation of Foreign Investment

On January 19, 2015, China’s Ministry of Commerce (“MOFCOM”) released for public comment a draft Foreign Investment Law; “FIL”) along with an accompanying explanatory note (“Note”). The deadline for comments is February 17,…more

China, Foreign Investment, MOFCOM

See All Updates »

Broker-Dealer Registration Issues Associated with Development Projects under the EB-5 Program

The EB-5 Immigrant Investor Program (the “EB-5 Program”) administered by the U.S. Citizenship and Immigration Service (USCIS) has been a significant source of capital for various real estate and other development projects…more

Broker-Dealer, Compliance, EB-5, Enforcement, Limited Partnerships

See All Updates »

California Governor Signs Bill Limiting Cities and Counties Use of Sales/Use Tax Agreements

The governor of California has signed SB 533, which, beginning on January 1, 2016, further limits the power of a city or a county to enter into an agreement with a retailer that would result in the payment, transfer, diversion,…more

Governor Brown, Local Governance, Local Taxes, New Legislation, Rebates

See All Updates »

FINRA Releases Proposed Rule to Reduce the Regulatory Burdens on Boutique Investment Banks

FINRA has filed with the SEC a proposed rule which would reduce the regulatory burden for broker-dealers that limit their activities to M&A and certain corporate financing transactions. The proposed rule would create a new…more

Broker-Dealer, Corporate Financing, FINRA, Investment Banks, Proposed Regulation

See All Updates »

Employment Law Commentary - October 2014

California Legislative Update - Welcome back to our annual review of new laws that may impact California employers! This year’s highlights include California’s new paid sick leave law, additions to sexual harassment…more

Child Labor, Employer Liability Issues, FEHA, Independent Contractors, Joint Employers

See All Updates »

Litigation in Japan

Each year, many American companies become involved in litigation in Japan and find the legal system to be very different from what they expected. This article explains some of the major differences between the U.S. and…more

International Litigation, Japan, Patent Litigation

See All Updates »

China’s Draft Foreign Investment Law: A Paradigm Shift in Regulation of Foreign Investment

On January 19, 2015, China’s Ministry of Commerce (“MOFCOM”) released for public comment a draft Foreign Investment Law; “FIL”) along with an accompanying explanatory note (“Note”). The deadline for comments is February 17,…more

China, Foreign Investment, MOFCOM

See All Updates »

Proposed Prop 65 Rules Won't Please Calif. Businesses

California’s Proposition 65 warning requirements (Health & Safety Code Sections 25249.6 et seq.) have long been a major concern for businesses that want their products offered for sale in the state’s large marketplace…more

Labeling, Proposition 65, Safe Harbors, Warning Labels

See All Updates »

Department of Labor Clarifies ERISA Fiduciary Requirements With Respect to Economically Targeted Investments and Environmental, Social, and Governance Goals

Last month, the Department of Labor (the “Department”) issued an Interpretive Bulletin 2015-011 (the “Bulletin”) clarifying the extent to which the Employee Retirement Income Security Act of 1974 (“ERISA”) permits fiduciaries to…more

DOL, Economically Targeted Investments, ERISA, Fiduciary Duty

See All Updates »

Socially Aware: The Social Media Law Update Volume 6, Issue 4

Five social media law issues to discuss with your clients - The explosive growth of social media has clients facing legal questions that didn’t even exist a few short years ago. Helping your clients navigate this muddled…more

Anonymity, Anti-Retaliation Provisions, Blogging Platforms, Browsewrap Agreement, Class Action

See All Updates »

Federal Circuit Addresses Damages in the Hatch-Waxman Context

On April 7, 2015, the United States Court of Appeals for the Federal Circuit issued its decision in Astrazeneca AB v. Apotex Corp., No. 2014-1221, affirming an award of a reasonable royalty of 50% in a case arising from the…more

Apotex, Appeals, AstraZeneca, Damages, Hatch-Waxman

See All Updates »

Ninth Circuit Offers Guidance to Defendants Seeking to Establish Removal Jurisdiction

The Supreme Court recently denied a petition for a writ of certiorari in Leite v. Crane Co., 49 F.3d 1117 (9th Cir. 2014), cert. denied, 574 U.S. ___ (2014) (No. 14-119), a case in which the Ninth Circuit established the…more

Federal Jurisdiction, Federal Rules of Civil Procedure, Jurisdiction, Removal

See All Updates »

The CFPB & UDAAP: A “Know It When You See It” Standard?

The Consumer Financial Protection Bureau’s (CFPB) exercise of its sweeping authority to prohibit unfair, deceptive, and abusive acts or practices (UDAAP) continues to command the attention of financial institutions and financial…more

CFPB, Enforcement Actions, Financial Institutions, Richard Cordray, UDAAP

See All Updates »

Looks Like Another Test Case For EU Bank Resolution Law

Readers interested in the Banking Recovery and Resolution Directive (BRRD) no doubt have been following the ongoing travails of the Portuguese "good bank" Novo Banco SA and "bad bank" Banco Espírito Santo SA (BES). The…more

Asset Transfer, Banking Sector, Banks, BRRD, EU

See All Updates »

The Shortened Shanghai Free Trade Zone Negative List: One Small Step for Reform…

Amidst high hopes in the foreign investment community for a streamlined framework regulating inbound investment to the PRC, China’s State Council launched the China (Shanghai) Pilot Free Trade Zone (the “SFTZ” or “Zone”) in…more

Banking Sector, China, Foreign Investment, Free Trade Zone, Healthcare

See All Updates »

New Court Decision Highlights Potential Headache for Companies Hosting User-Generated Content

In this election season, we hear a lot of complaints about laws stifling business innovation. And there is no doubt that some laws have this effect. But what about laws that spur innovation, that result in the creation of…more

Copyright, DMCA, Takedown Notices, User-Generated Content, YouTube

See All Updates »

Summary of the Implementing Regulations for Japan’s Feed-In Tariff Law for Renewable Electric Energy

This updates our September 13, 2011 Client Alert entitled “Outline of Japan’s Feed-In Tariff Law for Renewable Electric Energy,” which summarized “The Act on Special Measures Concerning the Procurement of Renewable Electric…more

Electricity, Interconnections, Japan, Power Purchase Agreements, Purchase Price

See All Updates »

Statistical Sampling Debate: A Growing Web Of FCA Cases

The government and qui tam plaintiffs are increasingly employing statistical sampling in False Claims Act cases, particularly in cases where addressing and analyzing large numbers of allegedly false claims poses substantial…more

Burden of Proof, Corporate Counsel, Damages, False Claims Act (FCA), Litigation Strategies

See All Updates »

New Staff Legal Bulletin and Proxy Voting Guidelines Released Ahead of the 2016 Proxy Season

Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for…more

New Guidance, Overboarding, Proxy Season, Proxy Voting Guidelines, SEC

See All Updates »

Top Ten International Anti-Corruption Developments for December 2015

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources…more

Anti-Corruption, Brazil, Bribery, China, Criminal Prosecution

See All Updates »

TRIA Extension Fails: An Initial Guide to Next Steps

To the surprise of many, Congress failed to extend the Terrorism Risk Insurance Act of 2002 ("TRIA"), which is set to expire at the end of this year. Many hope that TRIA in some form will be re-authorized early in 2015 and,…more

Terrorism Insurance, TRIA

See All Updates »

State + Local Tax Insights -- Spring 2014

In This Issue: - Where’s Walden? Finding Protection under the Due Process Clause - Upcoming Speaking Engagements - CFCs and Subpart F Income in a California Water’s-Edge Election and What’s Wrong with the Apple…more

Apple, CFCs, Due Process, Franchise Tax Board, Franchise Taxes

See All Updates »

IP Newsletter - April 2015

In This Issue: - Federal Circuit Affirms PTO in First Appeal of an Inter Partes Review Decision - EU Copyright: No Resale of Digital Content Except for Software? - Qualcomm Agrees to $975 Million Fine and…more

Broadest Reasonable Interpretation Standard, China, Copyright, EU, Fraud

See All Updates »

House Passes SEC Small Business Advocate Act and Fair Investment Opportunities for Professional Experts Act

On February 1, 2016, the House passed H.R. 3784, the SEC Small Business Advocate Act, and H.R. 2187, the Fair Investment Opportunities for Professional Experts Act…more

Accredited Investors, Capital Formation, FINRA, Proposed Legislation, SEC

See All Updates »

Employment Law Commentary, December 2015

New Year, Revised Handbook - Now that you know all about the new employment laws in California for 2016—see our Employment Law Commentary from last month—it’s time to think about revising your employee handbooks and…more

California Family Rights Act (CFRA), Discrimination, Employee Handbooks, Medical Leave, Military Leave

See All Updates »

Circular 122 – China Starts to Unwind Limits on Foreign Investment in Real Estate in Response to Slowing Economy

Nine years ago, in July 2006, six different Chinese government agencies issued Opinion 171, the first of a number of circulars imposing limits on foreign investment in the property market in response to concerns about a rapidly…more

China, Foreign Investment, Foreign Nationals, Leverage Ratio, MOFCOM

See All Updates »

IP Newsletter - January 2015

In This Issue: - Castle Defense: Federal Circuit Reinforces Patent Damages Gate in VirnetX - Standards Patent Licensing: Always Apportionment, Sometimes Stacking - Supreme Court to Consider Good-Faith Belief…more

Biotechnology, Cisco, Expert Testimony, FRAND, Good Faith

See All Updates »

Socially Aware: The Social Media Law Update Volume 6, Issue 4

Five social media law issues to discuss with your clients - The explosive growth of social media has clients facing legal questions that didn’t even exist a few short years ago. Helping your clients navigate this muddled…more

Anonymity, Anti-Retaliation Provisions, Blogging Platforms, Browsewrap Agreement, Class Action

See All Updates »

IP Newsletter - January 2015

In This Issue: - Castle Defense: Federal Circuit Reinforces Patent Damages Gate in VirnetX - Standards Patent Licensing: Always Apportionment, Sometimes Stacking - Supreme Court to Consider Good-Faith Belief…more

Biotechnology, Cisco, Expert Testimony, FRAND, Good Faith

See All Updates »

Don’t Bet On Finding Personal Jurisdiction Where the Injury Is Felt; the Supreme Court Further Restricts the Scope of Specific Personal Jurisdiction: Walden v. Fiore

On February 25, 2014, the Supreme Court decided Walden v. Fiore, No. 12-574. The unanimous opinion reversed the Ninth Circuit’s holding that Nevada had specific personal jurisdiction over an out-of-state defendant who had known…more

Personal Jurisdiction, SCOTUS

See All Updates »

In re Lions Gate Entertainment Securities Litigation: Court Rejects Securities Claims Based on Company’s Decision Not to Disclose Ongoing SEC Investigation

In a January 22, 2016 decision, a federal court in New York dismissed federal securities law claims against Lions Gate Entertainment and several of its senior executives based on the company’s decision not to disclose that it…more

Disclosure Requirements, Government Investigations, Regulation S-K, Rule 10b-5, SEC

See All Updates »

Risky Business: OEHHA to Require Prop 65 Data Submissions

The California Office of Environmental Health Hazard Assessment (“OEHHA”) has adopted new regulations that require businesses that make or use chemicals listed under Proposition 65 to provide certain information about the…more

Chemicals, New Regulations, OEHHA, Proposition 65, Toxic Exposure

See All Updates »

IP Quarterly - Winter 2014

In This Issue: Suprema, Inc. v. ITC; Ibormeith IP, LLC v. Mercedes-Benz USA, LLC; Intellect Wireless v. HTC; and IPR’s Limited Grounds Prove Challenging for Petitioners. Excerpt from Suprema, Inc. v. ITC…more

HTC America, ITC, Mercedes-Benz, Patent Infringement, Patent Litigation

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

FERC Substantially Modifies Filing Requirements for Market-Based Rate Sellers and Clarifies Rules on Priority Rights Granted to Owners of Certain Interconnection Facilities

On October 16, 2015, the Federal Energy Regulatory Commission (FERC or “Commission”) issued Order No. 816 that revises filing requirements for market-based rate (MBR) sellers of electric energy, capacity, and ancillary services…more

Affiliates, Electric Generation Suppliers, Electricity, Energy Sector, Federal Register

See All Updates »

Don't Make Too Much Of 9th Circ.'s Mayo V. PCC Ruling

The extent of an employer’s duty to provide reasonable accommodations to employees with mental impairments can be difficult to discern, especially where an adverse action is taken in connection with conduct that is caused by or…more

ADA, Disability Discrimination, EEOC, Mental Health, Professional Misconduct

See All Updates »

FTC Warns Advertisers to Check the Fine Print in “Operation Full Disclosure”; Shot Across the Bow Could Signal Law Enforcement Actions to Come

The Federal Trade Commission (FTC) announced this week that it sent warning letters to more than 60 national advertisers regarding the inadequacy of disclosures in their television and print ads. The letters are part of an…more

Advertising, Disclosure Requirements, Enforcement, FTC, Media

See All Updates »

Out-of-State Subsidiary Holding Company Cannot Be Forcibly Included in a Colorado Combined Return

A Denver District Court judge has held that the Colorado Department of Revenue cannot forcibly combine a corporation’s subsidiary, a holding company that derived its income solely from investments in foreign entities, in Agilent…more

Combined Reporting, Department of Revenue, Foreign Entities, Foreign Investment, Internal Revenue Code (IRC)

See All Updates »

Dodd-Frank at 4: Where do we go from here?

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act have…more

Accredited Investors, AIF, AIFMD, BRRD, Capital Rules

See All Updates »

Department of Labor Clarifies ERISA Fiduciary Requirements With Respect to Economically Targeted Investments and Environmental, Social, and Governance Goals

Last month, the Department of Labor (the “Department”) issued an Interpretive Bulletin 2015-011 (the “Bulletin”) clarifying the extent to which the Employee Retirement Income Security Act of 1974 (“ERISA”) permits fiduciaries to…more

DOL, Economically Targeted Investments, ERISA, Fiduciary Duty

See All Updates »

U.S. Supreme Court Closes One Door to Mooting a Plaintiff’s Claims, but Potentially Opens Another

On January 20, 2016, the United States Supreme Court issued its decision in Campbell-Ewald Company v. Gomez, No. 14–857 (Jan. 20, 2016), holding that a defendant cannot moot a plaintiff’s claim under Article III of the U.S…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Genesis Healthcare Corp. v. Symczyk, Mootness

See All Updates »

Bureau Tells Banks to Offer Overdraft-Free Accounts, Sends Warning on Reporting

On February 3, 2016, the Consumer Financial Protection Bureau (CFPB or “Bureau”) announced a series of steps designed to improve consumer access to checking accounts by (a) encouraging banks and credit unions to make available…more

Banking Sector, CFPB, Checking Accounts, Consumer Reporting Agencies, Deposit Accounts

See All Updates »

Socially Aware: The Social Media Law Update Volume 7, Issue 1

Three Steps To Help Ensure The Enforceability Of Your Website’s Terms Of Use - Operators of social media platforms and other websites typically manage their risks by imposing terms of use or terms of service for the…more

Barnes and Noble, Corporate Counsel, Enforceability, Facebook, FTC

See All Updates »

Paris Agreement on Climate Change Boosts Clean Energy Innovation and Finance

On December 12, 2015, 195 countries came together in Paris to adopt a landmark climate change deal. The Paris Agreement creates, for the first time, a long-term global framework that commits nearly every country to reducing…more

Clean Energy, Clean Power Plan, Climate Change, Financing, Greenhouse Gas Emissions

See All Updates »

Financial Services Report, Winter 2015

BELTWAY - Finally Faster than Amazon Prime - The Federal Reserve Board recently announced that banks and other financial institutions that use its payments system will have to be able to process same-day transactions…more

Arbitration, Automotive Loans, CFPB, Crowdfunding, Cybersecurity

See All Updates »

2014 Insider Trading Annual Review

Overview of Insider Training Law - “Insider trading” is an ambiguous and overinclusive term. Trading by insiders includes both legal and illegal conduct. The legal version occurs when certain corporate insiders – including…more

Enforcement, Enforcement Actions, Illegal Tipping, Insider Trading, Material Misstatements

See All Updates »

U.S. Supreme Court Abolishes the Presumption of Prudence in ERISA Stock Drop Cases

A recurring scenario in ERISA litigation involves claims against fiduciaries of 401(k) retirement plans who are alleged to have breached their fiduciary duty by failing to discontinue investment in employer stock following a…more

401k, Employee Benefits, ERISA, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer

See All Updates »

Annual California Labor Law Roundup

Another year and another round of legislative updates. California’s Legislature continues to provide a rich source of law. This year the highlights include equal pay legislation, expanded Labor Commissioner authority,…more

E-Verify, Fair Pay Act, Family Status Discrimination, Gender-Based Pay Discrimination, Labor Commissioners

See All Updates »

Investment Management Legal + Regulatory Update - July 2015

The 2016 compliance dates for new rules included in the SEC’s money market fund reforms are fast approaching. Among other things, the reforms include changes to stress-testing requirements, disclosure requirements, net asset…more

Disclosure Requirements, Liquidity, Money Market Funds, NAV, Regulatory Agenda

See All Updates »

Motorola Mobility LLC v. AU Optronics Corp.: Seventh Circuit Clarifies Reach of U.S. Antitrust Law to Foreign Commerce

A recent decision from the Seventh Circuit, Motorola v. AU Optronics Corp., provided much-needed clarification on the scope of the Foreign Trade Antitrust Improvements Act (“FTAIA”). Specifically, the court’s decision clarifies…more

Antitrust Litigation, Antitrust Provisions, Foreign Commerce, FTAIA, Motorola

See All Updates »

Socially Aware - Volume 6, Issue 1 - January/February 2015

In This Issue: - Good Rep: Social Media Assets in M&A Transactions - Narrow Vision: Did Anti-Glass Hysteria Contribute to the Demise of Google Glass? - Forced to Cyber-Spy: Court Rules Parents Can Be Held…more

Business Assets, Cloud Computing, Contract Negotiations, Facebook, FTC

See All Updates »

Context, Reasons, Hedges, and Disclaimers: The Supreme Court’s Ruling in Omnicare May Shape Whether and How Companies Express Opinions

The Supreme Court’s decision yesterday in Omnicare Inc. v. The Laborers District Council Construction Industry Pension Fund, No. 13-435 (U.S. March 23, 2015) articulated the standard of liability for statements of opinion. At…more

Omnicare, Omnicare v Laborers District Council, Pharmacies, Registration Statement, SCOTUS

See All Updates »

Reminder: Information Statements Due by February 1, 2016, for 2015 Incentive Stock Option and Employee Stock Purchase Plan Transactions; IRS Filings Also Required

This is a reminder to public and private companies that grant incentive stock options (“ISOs”) or maintain a taxadvantaged employee stock purchase plan (“ESPP”). Under IRS regulations, these companies must provide information…more

Employee Stock Purchase Plans, Filing Requirements, Incentive Stock Options, Information Statements, IRS

See All Updates »

MoFo New York Tax Insights - Volume 4, Issue 1 - January 2013

In This Issue: Court of Appeals Reverses Appellate Division, Holds that EchoStar’s Equipment Purchases Qualified as Sales for Resale; Appellate Court Holds Electronic Messaging Services Subject to Sales Tax; ALJ Finds…more

ALJ, Appeals, Domicile, Innocent Spouse Exception, Retail Market

See All Updates »

Recent Credit Agreement Restricts Ability of CLOs to Pledge Loans and Ability of Lenders to Sell Participations on the LSTA Form

A broadly-syndicated U.S.-law credit agreement which closed recently includes language limiting the ability of lenders to grant pledges or sell participation interests in their loans. The language appears to be intended to…more

Balance Sheets, Collateralized Loan Obligations, Credit Agreements, Insolvency, Lenders

See All Updates »

ONEOK, Inc. v. Learjet, Inc.: The Supreme Court Holds that Natural Gas Jurisdictional Sellers are Subject to State Antitrust Claims

On April 21, 2015, the Supreme Court issued its much-anticipated decision in ONEOK Inc. v. Learjet, Inc. addressing the extent to which the Natural Gas Act (“NGA”) preempts state antitrust claims brought against jurisdictional…more

Antitrust Litigation, FERC, Natural Gas, Oil & Gas, Oil Prices

See All Updates »

Top Ten International Anti-Corruption Developments for December 2015

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources…more

Anti-Corruption, Brazil, Bribery, China, Criminal Prosecution

See All Updates »

No (Tax) Man Is Above the Law: The Tax Court Rejects Final Cost-Sharing Regulations in Altera Corporation and Subsidiaries v. Commissioner, 145 T.C. 3 (July 27, 2015)

Our 26th President Theodore Roosevelt famously contributed to the American canon the following: “No man is above the law and no man is below it; nor do we ask any man’s permission when we ask him to obey it.” The notion that no…more

Administrative Procedure Act, Cost-Sharing, IRS, Judicial Review, Stock-Based Compensation

See All Updates »

SAFE Liberalizes Foreign Exchange Rules … Or Not? -- Two recent circulars from China's foreign exchange regulator represent a welcome move towards streamlined forex transactions

Is the State Administration of Foreign Exchange (“SAFE”) finally loosening its grip on foreign exchange transactions? Not exactly - the baseline principle of control and scrutiny over the flows of money into and out of China…more

China, Foreign Exchanges, SAFE, Securities

See All Updates »

IFLR Regulatory Capital Survey 2013 (Japan Survey)

Section 1: Basel III implementation - 1.1 How advanced is Basel III implementation in your jurisdiction? The Japan Financial Services Agency (JFSA) has issued the following revised notifications: Notification 19 of…more

Basel III, Financial Regulatory Reform, Foreign Banks, Japan

See All Updates »

Proposed Narrowing of Licensing Exemption under California Finance Lenders Law

The California Department of Business Oversight (“CDBO”) has proposed to narrow a long-standing interpretation of a statutory licensing exemption for certain lenders under the California Finance Lenders Law (“CFLL”)1. The…more

Bank Holding Company, Banks, Department of Business Oversight, Exemptions, Lenders

See All Updates »

Navigating Iran Sanctions after JCPOA’s Implementation Day

The announcement by the International Atomic Energy Agency on January 16, 2016, that the Government of Iran has satisfied its commitments under the Joint Comprehensive Plan of Action (“JCPOA”), has triggered “Implementation Day”…more

EU, Exports, Implementation Day, International Atomic Energy Agency, Iran Sanctions

See All Updates »

What is a RAND Licensing Rate? The Ninth Circuit Weighs in.

July has just ended, and SEP and FRAND issues are in the air. On July 8, the Japan Fair Trade Commission (JFTC) sought public comments on its proposed amendments to its Guidelines for the Use of Intellectual Property under the…more

Appeals, Breach of Contract, Damages, FRAND, Good Faith

See All Updates »

IP Newsletter - July 2015

In This Issue: - En Banc Federal Circuit Abandons “Strong” Presumption That a Limitation Is Not Subject to 35 U.S.C. § 112, Paragraph 6 - Supreme Court Rejects Belief of Invalidity Defense for Inducement in Commil v…more

Cisco v CommilUSA, EU, European Patent Convention, European Patent Office, First Amendment

See All Updates »

EPA’s New Draft Hazardous Waste Rules Promote Flexibility, but Devil is in the Details

On August 31, 2015, EPA released two proposed hazardous waste rules under the Resource Conservation and Recovery Act (RCRA) that will be soon be available for public comment after they are published in the Federal Register. One…more

Comment Period, EPA, Hazardous Waste, Healthcare Facilities, Hospitals

See All Updates »

Indiana DOR Finds Economic Nexus, Disregards UPS

The Indiana Department of Revenue recently concluded that a company that earned royalty income from licensing trademarks and trade names to two of its Indiana affiliates, and had no physical presence in the state, nonetheless…more

Corporate Taxes, Department of Revenue, Foreign Entities, License Agreements, Patents

See All Updates »

The Private Placements Withholding Tax Exemption

The Finance Act 2015 introduced an exemption from a borrower’s obligation to withhold tax from interest payments arising on qualifying private placements. It was introduced to stimulate and grow the private placements market in…more

Borrowers, Creditors, Debt Securities, HMRC, Private Placements

See All Updates »

Navigating Iran Sanctions after JCPOA’s Implementation Day

The announcement by the International Atomic Energy Agency on January 16, 2016, that the Government of Iran has satisfied its commitments under the Joint Comprehensive Plan of Action (“JCPOA”), has triggered “Implementation Day”…more

EU, Exports, Implementation Day, International Atomic Energy Agency, Iran Sanctions

See All Updates »

Japan’s Slow Embrace of Outside Directors

The pressure on Japanese firms to appoint more outside directors is increasing. Japan has long lagged much of the rest of the world in requiring outside directors on the boards of its listed companies. The United States…more

Directors, Independent Boards, Japan

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

CEQA Doesn’t Operate in “Reverse” (Usually)

It’s not quite Star Wars, but in the world of land use, this counts as a blockbuster. The California Supreme Court has decided unanimously that the California Environmental Quality Act (CEQA) generally does not require analysis…more

Air Pollution, Bay Area Air Quality Management District, California Building Industry Association (CBIA), CEQA, Housing Developers

See All Updates »

FAA Announces Drone Registration, but Legal Challenges Loom

[Note: In light of the FAA’s announcement of the drone registry, we’ve revisited our recent analysis of its authority to require registration.] On December 14, 2015, the FAA issued the much-anticipated “Registration and…more

Administrative Procedure Act, Airspace, Drones, Federal Aviation Administration (FAA), Interim Rule

See All Updates »

Developments in Unitranch Financing: Balancing Opportunity and Risks

The loan markets saw a continued rise in middle market unitranche financings in 2013. Unitranche loans combine separate senior and subordinated debt financings into a single debt instrument. While unitranche financing is not…more

Debt, Financing, Loans, Middle Market, Popular

See All Updates »

Ninth Circuit Offers Guidance to Defendants Seeking to Establish Removal Jurisdiction

The Supreme Court recently denied a petition for a writ of certiorari in Leite v. Crane Co., 49 F.3d 1117 (9th Cir. 2014), cert. denied, 574 U.S. ___ (2014) (No. 14-119), a case in which the Ninth Circuit established the…more

Federal Jurisdiction, Federal Rules of Civil Procedure, Jurisdiction, Removal

See All Updates »

New HSR Filing Thresholds for 2016

On January 21, 2016, the U.S. Federal Trade Commission (FTC), the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, and its filing requirements, announced the…more

FTC, Hart-Scott-Rodino Act, Mergers, Threshold Requirements

See All Updates »

Summary of the Implementing Regulations for Japan’s Feed-In Tariff Law for Renewable Electric Energy

This updates our September 13, 2011 Client Alert entitled “Outline of Japan’s Feed-In Tariff Law for Renewable Electric Energy,” which summarized “The Act on Special Measures Concerning the Procurement of Renewable Electric…more

Electricity, Interconnections, Japan, Power Purchase Agreements, Purchase Price

See All Updates »

Socially Aware - Volume 5, Issue 5 - August 2014

In This Issue: - Data for the Taking: Using the Computer Fraud and Abuse Act to Combat Web Scraping - Google Glass Into Europe: A Small Step or a Giant Leap? - Drugs and the Internet: FDA Distributes New…more

ABC v Aereo, Accessibility Rules, Computer Fraud and Abuse Act, DMCA, EU

See All Updates »

The Long Long Game: The EU Financial Regulatory Agenda Into 2016 and Beyond

2016 will mark the eighth anniversary of the collapse of Lehman Brothers and the raft of regulatory reforms introduced in the aftermath of that event and the wider financial crisis will continue to be implemented during the year…more

AIFMD, Banking Reform, Benchmarks, BRRD, Capital Markets Union

See All Updates »

Socially Aware: The Social Media Law Update Volume 7, Issue 1

Three Steps To Help Ensure The Enforceability Of Your Website’s Terms Of Use - Operators of social media platforms and other websites typically manage their risks by imposing terms of use or terms of service for the…more

Barnes and Noble, Corporate Counsel, Enforceability, Facebook, FTC

See All Updates »

May State and Local Governments Control Low-Flying Drones?

Most of the attention paid to drones has focused on issues of aviation and Federal Aviation Administration (FAA) authority. Yet much of the impact of low-flying drones will fall, not on the national air transportation system,…more

Drones, Federal Aviation Act, Local Ordinance, Preemption, Privacy Laws

See All Updates »

Navigating Iran Sanctions after JCPOA’s Implementation Day

The announcement by the International Atomic Energy Agency on January 16, 2016, that the Government of Iran has satisfied its commitments under the Joint Comprehensive Plan of Action (“JCPOA”), has triggered “Implementation Day”…more

EU, Exports, Implementation Day, International Atomic Energy Agency, Iran Sanctions

See All Updates »

German Court: Google’s Gmail Is a Regulated Telecoms Service

For the past five years, Google and the German telecommunications regulator, the Federal Network Agency (Bundesnetzagentur – BNetzA), have been arguing whether Google’s email service Gmail qualifies as a telecommunications…more

Email, EU, European Commission, Germany, Google

See All Updates »

European Commission Adopts Changes to EU Merger Rules: One Step Forward, Two Steps Back

The European Commission (the “Commission”) recently adopted a number of revisions to the EU Merger Regulation intended to streamline and speed up the EU merger review process. The new rules will enter into force on January 1,…more

EU, European Commission, Mergers

See All Updates »

Buyer Beware: Third Circuit Confirms Claims are Subject to Disallowance Despite Sale to Third Party

The Third Circuit in In re KB Toys, Inc. recently affirmed a decision of the Delaware District Court, holding that trade claims are subject to disallowance under section 502(d) of the Bankruptcy Code despite their subsequent…more

Bankruptcy Code, Disallowance Defense

See All Updates »

Second Circuit Applies “Morrison” to Reject “Listing Theory”

On May 5, 2014, the U.S. Court of Appeals for the Second Circuit decided City of Pontiac v. UBS AG, affirming the dismissal of a securities fraud complaint against UBS and holding that the Supreme Court's decision in Morrison v…more

Appeals, City of Pontiac, Extraterritoriality Rules, Foreign Exchanges, Morrison v National Australia Bank

See All Updates »

CFTC Staff Issues No-Action Relief from Mandatory Swaps Clearing for Small Bank Holding Companies, Small Savings and Loan Holding Companies, and Community Development Financial Institutions

On January 8, 2016, the Division of Clearing and Risk (“Division”) of the Commodity Futures Trading Commission (“CFTC”) issued no-action letters providing relief from the mandatory clearing requirement for swaps under Section…more

Bank Holding Company, CDFI Fund, CEA, CFTC, Commodities

See All Updates »

Structured Thoughts: News for the financial services community, Volume 7, Issue 1

T+2 Settlement and Structured Notes - Introduction - In December 2015, the “T+2 Industry Steering Committee” published its Implementation Playbook. The Playbook is intended to provide, among other things, a timeline…more

Equity Markets, FINRA, OCIE, Regulatory Agenda, SEC

See All Updates »

IRS Issues Final Circular 230 Rules Simplifying Written Advice Requirements

On June 9, 2014, the U.S. Treasury Department and Internal Revenue Service (“IRS”) issued final regulations replacing the “covered opinion” rules under Circular 230. Effective June 12, 2014, the final rules now subject all…more

Circular 230, Disclaimers, Final Rules, U.S. Treasury

See All Updates »

Second Circuit Determines the Relevant Date for Determining a Chapter 15 Debtor’s “COMI”

A. INTRODUCTION - Courts in the Southern District of New York and elsewhere have issued conflicting decisions regarding the appropriate time period to consider in determining a foreign debtor’s “center of its main…more

Chapter 15, Foreign Defendants, Venue

See All Updates »

Cooperation Pays in Insider Trading Enforcement and Sentencing

In This Issue: - Overview - Insider Trading Law - Insider Trading Penalties - Cooperating with the Government - Cooperating with the Department of Justice - Cooperating with the Securities and Exchange…more

Compliance, Criminal Prosecution, DOJ, Enforcement, Enforcement Actions

See All Updates »

No Billboards, Please

Companies intending to seek funding under the JOBS Act’s crowdfunding provision gained a seeming advantage in September when the SEC removed its ban on the general solicitation or advertising of certain types of private…more

Crowdfunding, JOBS Act, Private Placements, SEC, Startups

See All Updates »

IP Newsletter - April 2015

In This Issue: - Federal Circuit Affirms PTO in First Appeal of an Inter Partes Review Decision - EU Copyright: No Resale of Digital Content Except for Software? - Qualcomm Agrees to $975 Million Fine and…more

Broadest Reasonable Interpretation Standard, China, Copyright, EU, Fraud

See All Updates »

Navigating The Circuit Split On Implied False Certification

The U.S. courts of appeals disagree along two, perhaps three, lines over both the scope and validity of the doctrine of implied false certification under the False Claims Act. These divergences mean that motion practice and the…more

False Claims Act (FCA), False Implied Certification Theory, Government Contractors, Implied Certification, Petition for Writ of Certiorari

See All Updates »

Navigating Iran Sanctions after JCPOA’s Implementation Day

The announcement by the International Atomic Energy Agency on January 16, 2016, that the Government of Iran has satisfied its commitments under the Joint Comprehensive Plan of Action (“JCPOA”), has triggered “Implementation Day”…more

EU, Exports, Implementation Day, International Atomic Energy Agency, Iran Sanctions

See All Updates »

Rejection of the Antitrust Division's Position on the Running of the Statute of Limitations until the Last Payment

The Antitrust Division of the Department of Justice claims the statute of limitations for a criminal antitrust violation does not begin to run until the last payment is collected by a conspirator on a sale that was the subject…more

Antitrust Conspiracies, Antitrust Division, Criminal Antitrust Litigation, DOJ, Fraud

See All Updates »

4 Key Questions For Evaluating PPP Opportunities

Public-private partnerships are all the rage, as governments seek new ways to deliver public infrastructure, facilities and services in the face of daunting budget limitations and doubts about older procurement modes. PPP…more

Public Private Partnerships (P3s)

See All Updates »

European M+A News, Fall 2014

In This Issue: - Shareholder Activism in Germany - Reinforced Ukraine-Related Sanctions on Russia - Current Developments Foreign Direct Investment into EU Increasing - Rising Confidence – European M&A…more

Blackberry, Energy, EU, European Merger Control Regulation, Foreign Investment

See All Updates »

Department of Labor Clarifies ERISA Fiduciary Requirements With Respect to Economically Targeted Investments and Environmental, Social, and Governance Goals

Last month, the Department of Labor (the “Department”) issued an Interpretive Bulletin 2015-011 (the “Bulletin”) clarifying the extent to which the Employee Retirement Income Security Act of 1974 (“ERISA”) permits fiduciaries to…more

DOL, Economically Targeted Investments, ERISA, Fiduciary Duty

See All Updates »

Landmark Decision of German Federal Court of Justice on Blocking of Copyright-infringing Websites

On 26 November 2015, the German Federal Court of Justice ruled that Internet access providers (IAP) can be liable for copyright infringements on third parties’ websites and can thus be ordered to block access to such websites…more

Censorship, Copyright, Copyright Infringement, Data Blocking, Germany

See All Updates »

MoFo New York Tax Insights - Volume 7, Issue 2

State Tax Department Releases New Draft Article 9-A Combined Reporting Regulations - The New York State Department of Taxation and Finance has released draft amendments to the Article 9-A corporate franchise tax regulations…more

Article 9, Combined Reporting, Corporate Taxes, Lease Tax, Net Investment Income

See All Updates »

Quick Guide to REIT IPOs - 2015

Real Estate Investment Trusts (“REITs”) are endlessly inventive. They were first developed in the 1960s as a means for ordinary retail investors to hold interests in real estate. The REIT market has waxed and waned over the…more

CFTC, Corporate Governance, D&O Insurance, Dodd-Frank, Emerging Growth Companies

See All Updates »

Cooperation Pays in Insider Trading Enforcement and Sentencing

In This Issue: - Overview - Insider Trading Law - Insider Trading Penalties - Cooperating with the Government - Cooperating with the Department of Justice - Cooperating with the Securities and Exchange…more

Compliance, Criminal Prosecution, DOJ, Enforcement, Enforcement Actions

See All Updates »

Summary of the Implementing Regulations for Japan’s Feed-In Tariff Law for Renewable Electric Energy

This updates our September 13, 2011 Client Alert entitled “Outline of Japan’s Feed-In Tariff Law for Renewable Electric Energy,” which summarized “The Act on Special Measures Concerning the Procurement of Renewable Electric…more

Electricity, Interconnections, Japan, Power Purchase Agreements, Purchase Price

See All Updates »

Top Ten International Anti-Corruption Developments for December 2015

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important international anti-corruption developments in the past month, with links to primary resources…more

Anti-Corruption, Brazil, Bribery, China, Criminal Prosecution

See All Updates »

FINRA’s 2016 Priorities Letter: Objective and Subjective Issues

2016 has arrived and, with the new year, FINRA has published its agenda of key examination priorities. This year’s 13-page Regulatory and Examination Priorities Letter sets forth both long-standing and new items for firms to…more

FINRA, Internal Controls, Liquidity, Risk Management, Supervision

See All Updates »

Consumer Products “Either/Or”: California Issues Guidance on Alternatives Analysis for Safer Products

California’s Green Chemistry Initiative has taken another step forward with the issuance of guidance on the heart of the law, the analysis of safer substitutes for chemicals in consumer products. On September 24, 2015, the…more

Alternatives Analysis Guide (AA Guide), Comment Period, DTSC, Green Chemistry, New Guidance

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

MoFo IP Newsletter - January 2016

Highlights of 2015 and What to Watch in 2016 in The United States - Commil USA, llC v. CiSCo SyStemS, inC. (Supreme Court, may 26, 2015). In May, the Supreme Court held that a good faith belief that an asserted patent is…more

Cisco v CommilUSA, Copyright, Cross-Border Transactions, Damages, Digital Single Market

See All Updates »

MoFo Tax Talk - Volume 8, No. 4

IRS PROVIDES RICS ALTERNATIVES TO ACCOUNT FOR FOREIGN TAX REFUNDS - Generally, when a U.S. taxpayer pays foreign tax, the U.S. taxpayer is entitled to take a credit (a “Foreign Tax Credit”) against the taxpayer’s U.S. tax…more

Certiorari, ConAgra, Dividends, FIRPTA, Foreign Currency

See All Updates »

American Express Co. v. Italian Colors Restaurant: The Supreme Court Reaffirms Its Commitment to Enforcing Arbitration Agreements

Last week’s Supreme Court decision in American Express Co. v. Italian Colors Restaurant builds on a recent line of pro-arbitration rulings – including Stolt-Nielsen, S.A. v. Animal Feeds Int’l Corp. and AT&T Mobility LLC v…more

American Express, American Express v Italian Colors Restaurant, Arbitration, Arbitration Agreements, Class Action

See All Updates »

Sixth Circuit Sweeps State-Law Design Defect Claims Under the Rug of Impossibility Preemption

Last week, the Sixth Circuit Court of Appeals issued a groundbreaking opinion in Yates v. Ortho-McNeil-Janssen Pharmaceuticals, Inc. that could change the liability landscape for brand-name drug manufacturers. No. 15-3104 (6th…more

Design Defects, Failure To Warn, FDA Approval, Janssen Pharmaceuticals, Manufacturing Defects

See All Updates »

Spoliation of Social Media Evidence: New Jersey Court Cracks Down

A March 23, 2013 decision from the U.S. District Court for the District of New Jersey serves as a cautionary tale for litigants. As a result of some arguably poor decisions by the plaintiff and likely miscommunication between…more

Discovery, Electronically Stored Information, Evidence, Facebook, Gatto v United Air Lines

See All Updates »

CFPB Argues Statute of Limitations Not Applicable in Certain UDAAP Actions

On January 15, 2016, the CFPB filed a brief opposing a motion to dismiss in the Matter of Integrity Advance, LLC (“Integrity”) asserting that there is no time bar for certain CFPB actions under its UDAAP authority. The CFPB’s…more

Administrative Proceedings, CFPB, Motion to Dismiss, RESPA, Statute of Limitations

See All Updates »

MoFo New York Tax Insights - Volume 7, Issue 2

State Tax Department Releases New Draft Article 9-A Combined Reporting Regulations - The New York State Department of Taxation and Finance has released draft amendments to the Article 9-A corporate franchise tax regulations…more

Article 9, Combined Reporting, Corporate Taxes, Lease Tax, Net Investment Income

See All Updates »

DOJ’s Recent Guidance On Compliance For Virtual Currency Businesses

What compliance expectations does the Department of Justice have for businesses entering the virtual currency space? How can a company meet those expectations to stay out of trouble with DOJ, or at least mitigate the effects of…more

Anti-Money Laundering, Bitcoin, Compliance, DOJ, Financial Institutions

See All Updates »

CEQA Doesn’t Operate in “Reverse” (Usually)

It’s not quite Star Wars, but in the world of land use, this counts as a blockbuster. The California Supreme Court has decided unanimously that the California Environmental Quality Act (CEQA) generally does not require analysis…more

Air Pollution, Bay Area Air Quality Management District, California Building Industry Association (CBIA), CEQA, Housing Developers

See All Updates »

Patent Opposition System - 2014 revision to Japan’s Patent Act introduces new method for challenging patent validity in an expeditious, cost-effective manner

The 2014 revision of the Japanese Patent Act created an Opposition System to provide a simpler procedure for third parties to challenge patent validity and amended the scope of the existing Invalidation Trial System. This…more

Japan, Patent Invalidity, Patent Oppositions, Patents

See All Updates »

No Soup for You! Judge Denies Preliminary Approval of Settlement in CJ Foods’ Annie Chun Soup Case

A recent decision from the Southern District of California highlights two challenges with obtaining preliminary approval of nationwide food misbranding class action settlements. On December 16, 2015, in Peterson v. CJ America,…more

Class Action, False Advertising, Misbranding, Nexus, Predominance Requirement

See All Updates »

Sales Data Alone Insufficient to Support CAFA Jurisdiction in Gerber’s Graduates Puffs Labeling Case

In Gyorke-Takatri v. Nestle USA, Inc., the United States District Court for the Northern District of California held that parties in a class action seeking to remove an action to federal court must provide sufficient admissible…more

CAFA, Food Labeling, Gerber, Inadmissible Evidence, Preponderance of the Evidence

See All Updates »