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

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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

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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, CPSC, Enforcement Actions, Investigations, Michaels

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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

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Round 2 in Dennis v. Kellogg: Class Action Settlements with Cy Pres Relief

The district court in Dennis v. Kellogg recently granted preliminary approval of a revised class action settlement. Kellogg is a class action alleging unjust enrichment, as well as violation of California’s Unfair Competition…more

Attorney's Fees, Class Action, Cy Pres Funds, Settlement

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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

CPSC, CPSIA, Manufacturers, Transparency

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CPSC Civil Penalty Trend Continues

At the end of last year, we reported that the U.S. Consumer Product Safety Commission issued $12.2 million in civil penalties in 2014, more than double the amount issued in 2013. The number of companies fined increased as well…more

Civil Monetary Penalty, Consumer Product Safety Commission, Consumer Product Safety Improvement Act, CPSC, General Electric

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Employment Law Commentary, May 2015 - Volume 27, Issue 5

In This Issue: - SECURITY SCREENINGS: WORKERS MAY HAVE TO WAIT BUT THEY DON’T HAVE TO BE PAID UNDER THE FLSA - New German law on gender quotas for executive positions in private companies enters into force -…more

Board of Directors, FLSA, Gender Equity, Germany, Integrity Staffing v Busk

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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

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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

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SEC Commissioner: Don’t Hold CCOs Accountable for Misdeeds of Advisers

SEC Commissioner Daniel Gallagher, in a speech on June 25, 2015, said that a perceived trend by the SEC toward “strict liability” for chief compliance officers (CCOs) is “sending a troubling message.” The statement…more

Chief Compliance Officers, Enforcement Actions, Investment Adviser, Investment Management, SEC

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Shifting Course: Expanding the Scope of Permissible Cuba Transactions

The Treasury Department’s Office of Foreign Assets Control (“OFAC”) has issued its first set of amendments to the Cuban Assets Control Regulations (“CACR”) to begin implementing a major policy shift in United States–Cuba…more

BIS, CACR, Cross-Border Transactions, Cuba, Export Administration Regulations

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FHFA Announces Minimum Capital and Liquidity Requirements for Non-Bank Servicers

On January 30, 2015, the Federal Housing Finance Agency (FHFA) proposed new minimum financial eligibility requirements for non-bank sellers and servicers of mortgage loans to Fannie Mae and Freddie Mac (the GSEs). The proposed…more

Fannie Mae, Freddie Mac, Leverage Capital Ratio, Liquidity Coverage Ratio, Mortgage Servicers

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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 Clause

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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, Co-Bidder, Disclosure Requirements, Filing Requirements, Pershing Square Management

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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

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Structured Thoughts: News for the financial services community, Volume 6, Issue 4

In This Issue: - FINRA Requests Comments on Proposed Amendments to Rule 2210 and Issues Additional FAQs - FINRA’s Revised Sanction Guidelines - A Uniform Fiduciary Duty Standard and the Structured Products…more

Advertising, CARDS, Compliance, Fiduciary Duty, Fiduciary Standard

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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

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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

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MoFo Tax Talk Volume 8, Issue 1

In This Issue: - IRS Rules Debentures Are Part of Straddle; Interest Non-Deductible - Stock Abandonment Produces Ordinary Loss - Tax Consequences of Negative Interest Rates - Renewed Discussion of a Federal…more

Corporate Taxes, Debentures, IRS, Stocks

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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

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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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

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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

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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

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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

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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

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Recall, Enforce, Repeat! CPSC and DOJ Team Up for Another Enforcement Action

The United States Consumer Product Safety Commission (CPSC) continues to escalate its enforcement efforts. Last week, the United States Department of Justice, on behalf of CPSC, filed suit against Spectrum Brands, Inc…more

Civil Monetary Penalty, Consumer Product Safety Act, CPSC, DOJ, Enforcement

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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

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Engle: a mass tort run amok

In This Issue: -Facts -2006 Florida Supreme Court decision -Failure to investigate -Eleventh Court decision -Comment The Eleventh Circuit's recent decision in In re Engle Cases…more

Class Action, Investigations, Loss of Consortium, Mass Tort Litigation, Wrongful Death

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California Governor Orders 25% Cut in Water Use—What It Means for Businesses

California is experiencing a drought of epic proportions. To meet this challenge, on April 1, 2015, California Governor Jerry Brown issued Executive Order B-29-15 to usher in an aggressive statewide plan for reducing water use…more

Drought, Emergency Response, Executive Orders, Jerry Brown, Water Conservation

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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

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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 Clause

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SEC Launches Exam Initiative for Newly Registered Municipal Advisors

The SEC is not wasting any time making sure that newly registered municipal advisors are introduced to their regulator. On August 19, 2014, the SEC announced a two-year examination initiative for municipal advisors that…more

FINRA, Municipal Advisers, OCIE, Registration, SEC

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Drones: FAA Announces Pathfinder Program to Explore BVLOS and Urban Drone Operations

The FAA’s regulatory actions on unmanned aircraft systems (“UAS”) are accelerating, making it more important than ever for those in the industry—and those looking to use this technology in their own sectors—to keep their eyes on…more

Agricultural Land, Amazon, Drones, FAA, Media

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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

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Litigation and enforcement in Japan: overview

What are the main dispute resolution methods used in your jurisdiction to settle large commercial disputes? Litigation - Litigation is the most frequently used dispute resolution method to settle large commercial…more

Business Litigation, Dispute Resolution, Intellectual Property Litigation, Japan, Litigation Fees & Costs

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CFPB Announces Field Hearing on Arbitration

On February 23, 2015, the Consumer Financial Protection Bureau (CFPB) announced that it will hold a field hearing in Newark, New Jersey, on March 10, 2015, to discuss the topic of arbitration. We anticipate that the CFPB will…more

Arbitration, CFPB, Dodd-Frank

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OMB and Federal Agencies Publish Final Rule on Grants and Cooperative Agreements

On December 19, 2014, the White House Office of Management and Budget (OMB) and 28 federal agencies published in the Federal Register a consolidated interim final rule to implement OMB’s December 2013 final guidance on…more

Cooperative Agreements, Educational Institutions, Federal Grants, Final Guidance, Non-Profits

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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

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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, Drug Manufacturers, Foreign Copyright Protection

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Apex Inks Deal Selling Rest Of 300-MW Wind Project's Power

An Apex Clean Energy unit will sell the remaining 100 megawatts of wind energy capacity from its 300-megawatt Balko wind project through a power purchase agreement with the Western Farmers Electric Cooperative, Apex said…more

Energy, Utilities Sector, Wind Power

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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

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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

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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

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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

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California FTB to Consider Revisions to Combination Regulations for Mixed Financial and Non-Financial Reporting Groups

The California Franchise Tax Board (FTB) has announced the scheduling of an Interested Parties Meeting (IPM) for December 4, 2014 on the topic of possible regulatory efforts regarding the proper treatment of mixed bank/financial…more

Banks, Corporate Taxes, Financial Institutions, Franchise Tax Board, Interested Parties

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Referral Fees and Commission Sharing - When May Broker-Dealers Share Their Fees with Non-Brokers?

FINRA recently filed proposed rule changes with the SEC addressing when broker-dealers may pay referral fees or otherwise share compensation with persons who are not registered as broker-dealers. The proposed rule changes are…more

Broker-Dealer, Fee-Sharing, FINRA, Proposed Regulation, Referral Fees

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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

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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

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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

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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

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Laying the Groundwork for Natural Gas Vehicles

Infrastructure and Regulations may Dictate Speed of Adoption - America’s shale gas revolution is making waves in transportation technology. Currently, only 1 percent of all natural-gas-fueled vehicles worldwide are…more

FERC, Natural Gas, Oil & Gas, Trucking Industry

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Socially Aware - Volume 5, Issue 2 - April 2014

In This Issue: - Employer Access to Employee Social Media: Applicant Screening, ‘Friend’ Requests and Workplace Investigations - Driving Under the Influence (of Google Glass) - U.S. Courts’ Evolving Approaches to…more

Car Accident, Copyright, Distracted Driving, Employer Liability Issues, Google

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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

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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

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Déjà Vu: State AG Consumer Reporting Settlement Follows Landmark New York Agreement

On May 20, 2015, 31 states’ attorneys general settled with three major credit reporting agencies (CRAs) for six million dollars and commitments to make a number of changes to their business practices. With the exception of the…more

Attorney Generals, Credit Reporting Agencies, Credit Reports, Data Collection, FCRA

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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

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Status Updates: Facebook Posts—Reliable Evidence?; Quora Post Costs Applicant a Job; a New Ephemeral Messaging App

Facebook: Fact or fiction? These days, courts are more and more frequently faced with disputes over whether, as part of the discovery process, a litigant should be entitled to view the opposing party’s social media posts. As…more

Disability Discrimination, Discovery, Evidence, Facebook, Hiring & Firing

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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

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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Pay-Versus-Performance: SEC Proposes Rules to Expand Executive Compensation Disclosure in Proxy Materials

Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of the…more

Compensation Committee, Dodd-Frank, Executive Compensation, Financial Institutions, Proxy Advisors

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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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

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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

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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

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SEC Remarks at the Practising Law Institute’s Program Titled “SEC Speaks in 2015”

On February 20, 2015, several representatives from the SEC spoke at the Practising Law Institute’s program titled “SEC Speaks in 2015,” including Chair Mary Jo White and Commissioner Louis A. Aguilar. Ms. White provided…more

Asset-Backed Securities, Credit Rating Agencies, Derivatives, Dodd-Frank, Enforcement

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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

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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

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Social Media Assets in Bankruptcy: Facebook and Twitter Accounts Subject to Reach of Creditors

Social media accounts can be “property of the estate” in a bankruptcy case of a business, and thus belong to the business, even when the contents of the accounts are intermingled with personal content of managers and owners…more

Business Assets, Commercial Bankruptcy, Digital Assets, Facebook, Social Media

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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

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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

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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

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Appellate Court Gets It Right: Realistic Product Use Data Can Be Used by Businesses to Defend Lawsuits

California’s First District Court of Appeal issued a unanimous and potentially far-reaching and precedent-setting decision on March 17, 2015, siding with businesses in our defeat of a lawsuit that sought to require cancer and…more

Beech-Nut, Food Labeling, Labeling, Proposition 65

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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

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MoFo Tax Talk Volume 8, Issue 1

In This Issue: - IRS Rules Debentures Are Part of Straddle; Interest Non-Deductible - Stock Abandonment Produces Ordinary Loss - Tax Consequences of Negative Interest Rates - Renewed Discussion of a Federal…more

Corporate Taxes, Debentures, IRS, Stocks

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FERC Proposes New Regulations on Priority Rights and Access to Generator Interconnection Facilities

On May 15, 2014, the Federal Energy Regulatory Commission (FERC) issued a Notice of Proposed Rulemaking (NOPR) on open access and priority rights with regard to Interconnection Customer’s Interconnection Facilities (ICIF). The…more

Electric Generation Suppliers, Electricity, FERC, ICIF, Market Participants

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Courts Defer to Individual Privacy Interests by Requiring Warrant To Obtain Cell Phone Data and Cell Site Records in Riley and Davis

Two recent opinions have significantly restricted the practice of warrantless collection of data stored on cell phones or by cell phone service providers. In Riley v. California the U.S. Supreme Court confirmed that a warrant is…more

Cell Phones, Mobile Devices, Riley v California, SCOTUS, Search Warrant

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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

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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

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Agencies Issue Guidance for Foreign Banking Entities on the Application of the Marketing Restriction for the Volcker Rule’s SOTUS Covered Fund Exemption

On Friday, February 27, 2015, the Volcker Inter-Agency Group posted a new frequently asked question (FAQ 13), clarifying the scope of the so-called “marketing restriction” under the SOTUS covered fund exemption. The SOTUS…more

Covered Funds, Exemptions, Foreign Banks, Marketing, Trade Restrictions

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CFPB Increasingly Aiming “Abusiveness” Claims at Servicemember Products and Services

Are servicemembers more financially vulnerable than the civilians they protect? Recent enforcement actions suggest that, in the CFPB’s view, they are. While the Servicemembers Civil Relief Act (SCRA) provides more financial…more

Automotive Loans, CFPB, Enforcement, Enforcement Actions, Forum Selection Clause

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CFPB Files Proposed Consent Orders Related to Wireless Billing Practices

On May 12, 2015, the Consumer Financial Protection Bureau (the “CFPB”) filed proposed consent orders in federal courts that would settle allegations that two wireless carriers unfairly permitted their customers to be charged by…more

Billing, CFPB, Consent Order, Third-Party, UDAAP

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Digital Advertising Alliance Focuses on Mobile Ads

As more users spend more time on their mobile devices, advertising dollars are following. And the compliance regime that governs interest-based advertising (IBA) (formerly referred to as online behavioral advertising or OBA) is…more

Advertising, Behavioral Advertising, Data Collection, Digital Advertising Alliance, FTC

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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

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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

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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

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Employment Law Commentary -- Volume 25, Issue 5 -- May 2013: When Is a Complaint a Complaint? After Kasten and beyond

Employees, like a lot of people, complain. Work may be too hard, it may be too easy, and for many people work may never be quite right. As they say, the grass is always greener on the other side. But when does a passing negative…more

Anti-Retaliation Provisions, Class Action, Complaint Procedures, FLSA, Hiring & Firing

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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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

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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-Based Services, Contract Negotiations, Facebook, FTC

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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

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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

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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, QEZE Benefits

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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

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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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

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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

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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

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Agencies Issue Guidance for Foreign Banking Entities on the Application of the Marketing Restriction for the Volcker Rule’s SOTUS Covered Fund Exemption

On Friday, February 27, 2015, the Volcker Inter-Agency Group posted a new frequently asked question (FAQ 13), clarifying the scope of the so-called “marketing restriction” under the SOTUS covered fund exemption. The SOTUS…more

Covered Funds, Exemptions, Foreign Banks, Marketing, Trade Restrictions

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Rebuffing Critics, Supreme Court Re-Affirms Ban on Post-Expiration Patent Royalties

Fifty years ago, in Brulotte v. Thys Co., the U.S. Supreme Court held that the collection of royalties after a patent’s expiration constitutes per se patent misuse. Brulotte has been widely criticized as economically irrational…more

Brulotte, Corporate Counsel, Kimble v Marvel Enterprises, Marvel Comics, PATENT Act

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Considerable Costs—Supreme Court Requires EPA to Consider Cost Impacts of Power Plant Toxic Emissions Rules

A closely divided Supreme Court has determined that EPA must consider cost when regulating emissions of hazardous air pollutants from stationary sources. Under the Clean Air Act, EPA has authority to regulate toxic emissions…more

Clean Air Act, EPA, MATS, Michigan v. EPA, Power Plants

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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

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New UK Withholding Tax Exemption Set to Boost the UK Private Placement Market

On 4 December, George Osborne in his Autumn Statement, announced a new UK withholding tax exemption for interest payments on UK private placements. The announcement was followed by draft legislative clauses with the Finance Bill…more

Exemptions, Private Placements, UK, Withholding Tax

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Shifting Course: Expanding the Scope of Permissible Cuba Transactions

The Treasury Department’s Office of Foreign Assets Control (“OFAC”) has issued its first set of amendments to the Cuban Assets Control Regulations (“CACR”) to begin implementing a major policy shift in United States–Cuba…more

BIS, CACR, Cross-Border Transactions, Cuba, Export Administration Regulations

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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

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The Best of a Bad Investment

A recent tax case out of the Fifth Circuit approved a taxpayer’s strategy to make the best of a bad investment. According to the facts of Pilgrim’s Pride v Commissioner, the taxpayer purchased preferred stock from two…more

Abandonment, Income Taxes, Investment Tax Credits, IRS, Stocks

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CA Supreme Court Lays Groundwork for New and Expanded Affordable Housing Requirements

In a decision likely to have wide-ranging impacts on the building industry, the California Supreme Court has upheld the City of San Jose’s inclusionary housing ordinance and bolstered California cities’ ability to impose…more

Affordable Housing

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Drones: FAA Announces Pathfinder Program to Explore BVLOS and Urban Drone Operations

The FAA’s regulatory actions on unmanned aircraft systems (“UAS”) are accelerating, making it more important than ever for those in the industry—and those looking to use this technology in their own sectors—to keep their eyes on…more

Agricultural Land, Amazon, Drones, FAA, Media

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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

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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

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New HSR Filing Thresholds for 2015

On January 15, 2015, 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

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, Threshhold Requirements

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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

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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

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The UK’s Fair and Effective Markets Review

On 10 June 2015, the Bank of England (“BoE”), HM Treasury (“HMT”) and the Financial Conduct Authority (“FCA”) published the final report on the “Fair and Effective Markets Review” which had been launched one year ago with the…more

Bank of England, Commodities, Currency Exchange, FCA, FICC

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FTC Issues Landmark Report on Internet of Things

The FTC has released its much anticipated report on the Internet of Things (“IoT”) – a topic that has been top-of-mind for many companies. The FTC’s report, “Internet of Things: Privacy & Security in a Connected World” (the…more

Cybersecurity, FTC, Information Reports, Internet, Internet of Things

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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

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Corruption in a Sporting Context – UK and Brazil - Common Issues and Practical Compliance

INTRODUCTION - The recent indictment of senior FIFA officials as part of an FBI investigation into corrupt activities at the world football governing body has made headlines and brought corruption in sport back to the top…more

Brazil, Bribery, Broadcasting, Corruption, FBI

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European Court of Justice Facilitates follow-on Cartel Damage Claims

On 21 May 2015, the European Court of Justice (ECJ) confirmed that cartel victims may jointly sue cartelists for damages in an EU Member State where only one of the cartelists is domiciled. This rule applies even if the…more

Cartels, Damages, EU, European Commission, European Court of Justice

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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

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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

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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, Listing Theory

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CFTC and SEC Issue Final Interpretation Regarding Forward Contracts with Embedded Volumetric Optionality - May 2015

On May 12, 2015, the Commodity Futures Trading Commission (“CFTC”) and Securities and Exchange Commission (“SEC”) jointly issued the CFTC’s final interpretation clarifying its interpretation concerning forward contracts with…more

CFTC, Forward Contracts, SEC, Security-Based Swaps, Swaps

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Structured Thoughts: News for the financial services community, Volume 6, Issue 4

In This Issue: - FINRA Requests Comments on Proposed Amendments to Rule 2210 and Issues Additional FAQs - FINRA’s Revised Sanction Guidelines - A Uniform Fiduciary Duty Standard and the Structured Products…more

Advertising, CARDS, Compliance, Fiduciary Duty, Fiduciary Standard

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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

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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

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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

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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

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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

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Further Setback for the CFPB Director’s Authority?

A split panel of the U.S. Court of Appeals for the Third Circuit issued a decision yesterday holding that a “recess” appointment to the National Labor Relations Board (NLRB) was unconstitutional and invalid. NLRB v. New Vista…more

CFPB, Directors, Nominations, Recess Appointments, Richard Cordray

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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

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Does DOJ’s Victory over American Express Foreshadow More Antitrust Challenges to Come?

American Express has rules that prohibit merchants from discriminating against American Express cards in favor of those issued by other card networks. On February 18, 2015, following a seven-week trial, Judge Garaufis in the…more

American Express, Credit Cards, DOJ, MasterCard, Sherman Act

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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

P3s, Public-Private Partnerships

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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

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MoFo New York Tax Insights - Volume 6, Issue 4 - April 2015

In This Issue: - State Tribunal Affirms Decision Imposing Sales Tax on Information Services - Appellate Division Upholds Applicability of Sales Tax to Environmental Testing and Monitoring Services - Bulk…more

Broker-Dealer, Bulk Purchasing, Income Taxes, Intangible Property, Sales & Use Tax

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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

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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

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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SEC Staff Provides Guidance to Clarify Application of Rule Requiring Reporting of Personal Securities Transactions by Investment Adviser Personnel

In a June 2015 Guidance Update, the staff of the Division of Investment Management clarified how the code of ethics reporting rules apply to investment advisers. Current rules require certain advisory personnel who have…more

Ethics, Guidance Update, Investment Adviser, Investment Advisers Act of 1940, Material Nonpublic Information

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California Greenhouse Gas Mandates Keep Coming— Governor Orders 40 Percent Reductions Below 1990 Levels by 2030

On April 29, 2015, California’s Governor Jerry Brown issued an executive order to set a new interim target for reducing the state’s emissions of greenhouse gases (GHGs) to 40 percent below 1990 levels by 2030. In March 2015, we…more

CARB, Energy Policy, Energy Sector, Executive Orders, Global Warming Solutions Act

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The Best of a Bad Investment

A recent tax case out of the Fifth Circuit approved a taxpayer’s strategy to make the best of a bad investment. According to the facts of Pilgrim’s Pride v Commissioner, the taxpayer purchased preferred stock from two…more

Abandonment, Income Taxes, Investment Tax Credits, IRS, Stocks

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En Banc Federal Circuit Abandons “Strong” Presumption That a Limitation Is Not Subject to 35 U.S.C. § 112, Paragraph 6

On June 16, 2015, the Federal Circuit revisited its prior precedent regarding when a claim limitation is subject to 35 U.S.C. § 112, paragraph 6. In Williamson v. Citrix Online, LLC, No. 13-1130 (“Citrix”), the en banc court…more

Citrix Systems, Intellectual Property Litigation, Means-Plus-Function, Patent Litigation, Patents

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MoFo Tax Talk Volume 8, Issue 1

In This Issue: - IRS Rules Debentures Are Part of Straddle; Interest Non-Deductible - Stock Abandonment Produces Ordinary Loss - Tax Consequences of Negative Interest Rates - Renewed Discussion of a Federal…more

Corporate Taxes, Debentures, IRS, Stocks

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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

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Sweet Home No More, Innovator Liability Leaves Alabama

On May 1, 2015, Alabama Gov. Robert Bentley signed into law a bill to “provide that a manufacturer is not liable ... for damages resulting from a product it did not design, manufacture, sell, or lease.” Sponsored by state Sen…more

Generic Drugs, Pharmaceutical, Pharmaceutical Manufacturers, Prescription Drugs

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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

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Never Say Never: CFPB Gives Breathing Room for TRID Implementation

After months of playing hard-to-get with industry advocates, the CFPB’s Director Richard Cordray put out a statement that the CFPB is proposing to delay the effective date of the TILA-RESPA Integrated Disclosure (TRID) by two…more

CFPB, Financial Institutions, TILA, TILA-RESPA Integrated Disclosure Rule (TRID)

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MoFo New York Tax Insights - Volume 6, Issue 6 - June 2015

In This Issue: - Tribunal Reverses ALJ and Permits Combination Based on Unitary Business and Distortion - “Flat Sum Settlement” with IRS Held Not to Constitute Reportable Federal Change - Tribunal Holds NYS…more

Corporate Taxes, Sales & Use Tax, Tobacco, Unitary Business, Unitary Business Principle

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DOJ Provides Guidance on Its Expectations of “Best Practices” for Corporate Internal Investigations

What does the Department of Justice think is a high-quality internal investigation? How does DOJ decide whether an investigation was good enough to help a company avoid, or at least mitigate, criminal charges? In recent…more

DOJ, Internal Investigations

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CA Supreme Court Lays Groundwork for New and Expanded Affordable Housing Requirements

In a decision likely to have wide-ranging impacts on the building industry, the California Supreme Court has upheld the City of San Jose’s inclusionary housing ordinance and bolstered California cities’ ability to impose…more

Affordable Housing

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POM Wonderful Inc. v. FTC: Lessons Learned

On January 30, 2015, the United States Court of Appeals for the District of Columbia issued an opinion in a case regarding the Federal Trade Commission’s (FTC) challenge to the advertisements of POM Wonderful’s (“POM”)…more

Advertising, Appeals, Clinical Trials, False Statements, FTC

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LCR – The Fed Takes Tentative Step to Expand HQLAs

When the Office of the Comptroller of the Currency (the “OCC”), the Board of Governors of the Federal Reserve System (the “Board”) and the Federal Deposit Insurance Corporation (the “FDIC”) finalized the Liquidity Coverage Ratio…more

Bank Holding Company, Banks, FDIC, Federal Reserve, Financial Institutions

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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

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2013 Reform of Short Selling Regulations in Japan

On November 5, 2013, the amendments to the laws and regulations related to the Financial Instruments and Exchange Law of Japan (the “FIEL”) went into effect, in which regulations concerning short selling in the Japanese…more

Financial Regulatory Reform, Insider Trading, Japan, Public Offerings, Short Sales

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Changes to FTC Premerger Rules Expand HSR Notification Requirements for Pharmaceutical Patent License Transactions

Yesterday, the U.S. Federal Trade Commission (“FTC”) issued its final rule (the “New Rule”) to the Hart-Scott-Rodino (“HSR”) Act Premerger Notification Regulations to clarify and expand the coverage of the HSR Act to patent…more

FTC, Hart-Scott-Rodino Act, Patents

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New UK Withholding Tax Exemption Set to Boost the UK Private Placement Market

On 4 December, George Osborne in his Autumn Statement, announced a new UK withholding tax exemption for interest payments on UK private placements. The announcement was followed by draft legislative clauses with the Finance Bill…more

Exemptions, Private Placements, UK, Withholding Tax

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Clarity For Calif. Negligent Emotional Distress Claims

The recent decision in Wilson v. Southern California Edison Co. provides greater clarity to the California rule permitting claims for negligent infliction of emotional distress by direct victims who do not suffer a physical…more

Breach of Duty, Foreseeability, Negligent Infliction of Emotional Distress, Physical Injury

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Is California Really Going to Mandate an 80% Reduction in Greenhouse Gases Below 1990 Levels by 2050?

The California Supreme Court has elevated the stakes even further on what has already developed into a critically important question for the future of greenhouse gas (GHG) regulation in the state. On March 11, 2015, the Supreme…more

CA Supreme Court, CEQA, Environmental Impact Report, Environmental Policies, Greenhouse Gas Emissions

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CA Supreme Court Lays Groundwork for New and Expanded Affordable Housing Requirements

In a decision likely to have wide-ranging impacts on the building industry, the California Supreme Court has upheld the City of San Jose’s inclusionary housing ordinance and bolstered California cities’ ability to impose…more

Affordable Housing

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The UK’s Fair and Effective Markets Review

On 10 June 2015, the Bank of England (“BoE”), HM Treasury (“HMT”) and the Financial Conduct Authority (“FCA”) published the final report on the “Fair and Effective Markets Review” which had been launched one year ago with the…more

Bank of England, Commodities, Currency Exchange, FCA, FICC

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Notice 2014-46 Provides Additional Guidance on Eligibility of Wind and Other Renewable Energy Facilities for the PTC or the ITC

On August 8, 2014, the Internal Revenue Service (IRS) released Notice 2014-46 (the “Notice”), which provides some important clarifications with respect to the requirement that construction of a project commence prior to January…more

Energy, Investment Tax Credits, IRS, Production Tax Credit, Tax Credits

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CSRC Scraps Quantitative Thresholds for Offshore Listings by PRC Companies and Paves the Way for Direct Overseas Listings by Private SMEs

China Securities Regulatory Commission (“CSRC”), the securities regulator of the People’s Republic China (the “PRC” or “China”), has scrapped quantitative threshold requirements for Chinese companies applying for offshore…more

China, CSRC, Foreign Investment, Offshore Listings, SEHK

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State + Local Tax Insights -- Fall 2013

In This Issue: “Occasional Sales” and Single Sales Factor Apportionment in California; Upcoming Speaking Engagements; State Taxation of Financial Institutions; Applying the True Object Test to Determine the Taxability of…more

Apportionment, Economic Presence Nexus, Franchise Taxes, SALT, State Taxes

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The Treasury Department and the IRS Implement Windsor and Adopt “State of Celebration” Rule: Compensation and Benefits Considerations of Same-Sex Marriage Ruling

On August 29, 2013, the Treasury Department and the IRS issued Revenue Ruling 2013-17 (“Rev. Rul. 2013-17”) and updated Answers to Frequently Asked Questions for Individuals of the Same Sex Who Are Married Under State Law…more

Deferred Compensation, DOMA, Employee Benefits, IRS, Medicare Taxes

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European Commission Takes on E-Commerce Sector

On May 6, 2015, the European Commission launched a competition inquiry into the e-commerce sector. This inquiry is one of 16 initiatives that the Commission announced for the creation of a Digital Single Market for Europe. As…more

eCommerce, EU, European Commission, Internet

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SEC Staff Provides Guidance on Conflict Mineral and Resource Extraction Disclosure Requirements

On May 30, 2013, the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) published Frequently Asked Questions (“FAQs”) regarding certain disclosures required under the Dodd-Frank Wall Street Reform and…more

Conflict Mineral Rules, Disclosure Requirements, Dodd-Frank, Form SD, Resource Extraction

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To Click or Not to Click? Ninth Circuit Rejects Browsewrap Arbitration Clause

In Kevin Khoa Nguyen v. Barnes & Noble Inc., 2014 U.S. App. LEXIS 15868 (9th Cir. 2014), decided on August 18, 2014, the Ninth Circuit rejected an attempt to bind a consumer to an arbitration clause found in an online terms of…more

Arbitration, Barnes and Noble, Browsewrap Agreement, Clickwrap Agreements, Contract Formation

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New Fast Track in East Texas Offers Parties the Chance to Accelerate Patent Cases

On February 25, 2014, Chief Judge Leonard Davis of the Eastern District of Texas issued General Order 14-3, which allows for a "Track B" accelerated discovery schedule in patent infringement lawsuits. The parties must…more

Patent Infringement, Patent Litigation, Patents

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Japanese IP High Court’s Challenges

The Intellectual Property High Court of Japan established in April 2005 will have its 10th anniversary this April. The US Court of Appeals for the Federal Circuit founded in 1982 is the model for this IP specialized court. Its…more

High Court of Japan, Japan, Patent Infringement, Patent Litigation, Patents

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Breaking the ISDA Section 2(a)(iii) Insolvency Stalemate

On 19 June 2014, the International Swaps and Derivatives Association (“ISDA”) published an amendment to the ISDA Master Agreement for use in relation to section 2(a)(iii) of that agreement, for parties who wish to amend their…more

Default, Derivatives, ISDA, ISDA Master Agreement, OTC

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Socially Aware - Volume 5, Issue 2 - April 2014

In This Issue: - Employer Access to Employee Social Media: Applicant Screening, ‘Friend’ Requests and Workplace Investigations - Driving Under the Influence (of Google Glass) - U.S. Courts’ Evolving Approaches to…more

Car Accident, Copyright, Distracted Driving, Employer Liability Issues, Google

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Supervisory Haiku-lights, Summer 2015

Break out the short shorts everybody: it’s summer! We know you could use a palate cleanser between the 50 Shades novels and Game of Thrones wikis you’re reading on the beach. Supervisory Haiku-lights to the rescue! The Summer…more

CFPB, Chief Compliance Officers, Compliance, Credit Reporting Agencies, Credit Reports

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USDA to Verify Non-GMO Claims

There is now a U.S. Department of Agriculture label for non-GMO claims. In a recent memo, Secretary of Agriculture Tom Vilsack announced that the USDA would verify non-GMO claims through the Agricultural Marketing Service’s…more

Food Labeling, Food Manufacturers, Genetically Engineered Seed, GMO, USDA

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Legislation Introduced to Modify CFPB Structure: Will It Gain Traction?

Earlier this month, a year after the House passed a bill to change the structure of the Consumer Financial Protection Bureau (CFPB), Rep. Randy Neugebauer (R-Tex.) again introduced legislation that would modify the structure of…more

Administrative Appointments, CFPB, Proposed Legislation

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IP Quarterly - Summer 2014

In This Issue: - Supreme Court Hears Six Patent Cases This Term - Is Implied License the New Fair Use? - Navigating the Murky Waters of the Domestic Industry Requirements in the International Trade…more

CLS Bank v Alice Corp, Fair Use, Highmark v. Allcare, ITC, License Agreements

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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European M+A News, Winter 2015

In This Issue: - Transactions Involving Digital Media in Europe: Know the Source - New Framework on Market Abuse in the European Union - Current Developments ..“Made in Germany” Attracts Foreign…more

Bayer, Digital Media, EU, Eurozone, Foreign Investment

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Patent Trial and Appeal Board Grants Rare Motion to Amend Claims in Inter Partes Review

On June 5, 2015, a three-judge panel at the Patent Trial and Appeal Board (“PTAB”), granted a motion to amend in an inter partes review (“IPR”) proceeding, ruling that the patentee Neste Oil Oyj (“Neste”) could amend the claims…more

Biofuel, Biotechnology, Diesel Fuel, Hydrocarbons, Inter Partes Review Proceedings

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Delaware Supreme Court: Bad-Faith Attempt to Renegotiate Term Sheet May Create Liability for “Benefit-of-the-Bargain” Damages

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for the…more

Bad Faith, Benefit-of-the-Bargain, Damages, Negotiations, Term Sheets

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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

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Class Action Suit Against Sunflower Seed Manufacturer Dismissed as Implausible

In a recent food mislabeling case, Judge Manuel Real of the Central District of California dismissed a proposed class action lawsuit finding the plaintiffs’ claims to be implausible as a matter of law. Last year, Judge Real and…more

Class Action, Dismissals, Food Labeling

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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, Co-Bidder, Disclosure Requirements, Filing Requirements, Pershing Square Management

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Disparate Impact Doctrine Survives Supreme Court Review

After years of debate and false starts, the Supreme Court has held that the Fair Housing Act (“FHA”) permits disparate impact claims. In Texas Department of Housing and Community Affairs v. Inclusive Communities Project, Inc.,…more

ADEA, Affordable Housing, Discrimination, Disparate Impact, FHA

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Out of the Box - Legal guidance for the consumer product + retail industry: Volume 1, Issue 2, September 2013

In This Issue: From Flying Robots to Logistics Bliss: A Case Study; FCC’s New TCPA Rule; and Consumer Rights Set to Change in Europe. Excerpt from From Flying Robots to Logistics Bliss: A Case Study - The…more

Consumer Rights Directive, EU, FCC, Internet Retailers, Retailers

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The Diet Has Spoken: Japanese Lawmakers Approve Internet-Enabled Campaigning

In February 2013, we reported on legislative momentum in the Japanese Diet to bring Japan’s sixty-year-old election laws into the brave new world of Web 2.0. On April 19, 2013, that reform effort came to fruition, when a bill…more

Blogs, Facebook, Internet, Japan, New Legislation

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Annual Review of Federal Securities Regulation - The Business Lawyer, Vol. 70, Iss. 3

This Annual Review (“Review”) was prepared by the Subcommittee on Annual Review of the Committee on Federal Regulation of Securities of the ABA Business Law Section. The Review covers significant developments in federal…more

Accounting Controls, Amended Regulation, American Bar Association, Conflicts of Interest, Corporate Issuers

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Canada Anti-Corruption Law May Affect FCPA Enforcement

On June 1, 2015, Canada’s Extractive Sector Transparency Measures Act (“ESTMA”) came into force. Approved in December 2014, but not in force until this month, the act requires companies in the extractive sector to report…more

Anti-Corruption, Bribery, Canada, Corruption, FCPA

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MoFo New York Tax Insights - Volume 6, Issue 4 - April 2015

In This Issue: - State Tribunal Affirms Decision Imposing Sales Tax on Information Services - Appellate Division Upholds Applicability of Sales Tax to Environmental Testing and Monitoring Services - Bulk…more

Broker-Dealer, Bulk Purchasing, Income Taxes, Intangible Property, Sales & Use Tax

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Patent Trial and Appeal Board Grants Rare Motion to Amend Claims in Inter Partes Review

On June 5, 2015, a three-judge panel at the Patent Trial and Appeal Board (“PTAB”), granted a motion to amend in an inter partes review (“IPR”) proceeding, ruling that the patentee Neste Oil Oyj (“Neste”) could amend the claims…more

Biofuel, Biotechnology, Diesel Fuel, Hydrocarbons, Inter Partes Review Proceedings

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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

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Employment Law Commentary, Volume 26, Issue 5, May 2014

In This Issue: - Meal and Rest Break Compliance In The Post-Brinker Era - European Court of Justice: Commissions May Need to be Included in Holiday Pay - Excerpt from Meal and Rest Break Compliance In The…more

Compliance, ECJ, Employee Rights, EU, Holiday Pay

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Private Client - Practical Law Multi-Jurisdictional Guide 2012/13 Country Q&A: Japan

Originally published in Private Client Multi-Jurisdictional Guide 2012/13. In This Issue: Taxation; Wills and Estate Administration; Succession Regimes; Intestacy; Trusts; Ownership and Familial Relationships;…more

Beneficiaries, Deadlines, Exemptions, Inheritance, Japan

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Expanded Commercial Loan Exemption Under California Finance Lenders Law

As a result of the passage of Assembly Bill No. 1091 (“AB 1091”), persons1 that make only occasional commercial loans in California may be able to take advantage of an expanded licensing exemption under the California Finance…more

Commercial Loans, Exemptions, Finance Lenders

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SEC Solicits Comments on Exchange-Traded Products

Citing significant growth in the size and scope of exchange-traded products (ETPs), on June 12, 2015, the SEC focused its attention on ETPs, including exchange-traded funds (ETFs), non-1940 Act pooled investment vehicles, and…more

ETFs, ETNs, Exchange-Traded Products, FINRA, Pooled Investment Vehicles

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Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend…more

Bylaws, Chevron, Delaware General Corporation Law, Exclusive Forum, Jurisdiction

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Judge Illston Finds Proof of Injunctive Standing and Consumer Deception Lacking in Consumer Challenge to Mott’s 100% Apple Juice Labels

Judge Illston’s recent summary judgment ruling in Rahman v. Mott’s LLP, Case No. CV 13-3482 SI (N.D. Cal. Oct. 14, 2014), highlights courts’ varied approaches to the level of proof required to demonstrate Article III injunctive…more

Class Action, Food Labeling, Food Manufacturers, Injunctive Relief, Mott's

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MBa Compliance Essentials - CFPB EXAMINATIONS: What We Know Now

In This Presentation: - What is “Supervision”? - CFPB’s Examination Principles - Supervision is a Process - Types of Examinations - Preparing for the Examination - EXAM…more

Banks, CFPB, Chief Compliance Officers, Consumer Lenders, Examination Priorities

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Federal Circuit Clarifies Requirements for Use in Commerce of Service Trademarks

On Monday, the Federal Circuit issued its decision in Couture v. Playdom, clarifying that use in commerce for a service mark requires that the services be rendered before a registration can be granted. To obtain a federal…more

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China's Tax Administration Issues New Rules Governing Taxation of Offshore Indirect Transfers

On February 3, 2015, the PRC State Administration of Taxation (“SAT”) released the Announcement of SAT Concerning Several Matters Relating to Corporate Income Tax on Indirect Transfer of Properties by Non-tax Resident…more

China, Corporate Taxes, Foreign Investment, PRC Taxation Administration

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New Technologies Test the Limits of the Duty to Preserve, Collect and Produce Information in Civil Discovery

While the question of whether specific records are within a party’s possession, custody or control has been heavily litigated for years, the digital revolution — with the advent of social media, cloud computing and mobile…more

Cloud Computing, Discovery, Document Productions, Duty to Preserve, Electronically Stored Information

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“Substantial” Benefit to Employers in California Supreme Court’s New Formulation of Mixed-Motive Defense (or, Ding Dong, the Wicked Witch Motivating Factor Instruction Is Dead)

Today in Harris v. City of Santa Monica, the California Supreme Court, in a decision that favors employers, answered this question: “What is the trier of fact to do when it finds that a mix of discrimination and legitimate…more

Discrimination, Mixed Motive Cases

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From EMIR to Eternity? - The EU Financial Regulatory Agenda Into 2015 and Beyond

2014 was a very active year for financial regulation in the European Union (EU). There was a push to finalise much of the outstanding primary legislation on the regulatory reform agenda in advance of the European Parliamentary…more

EMIR, EU, European Commission, Financial Regulatory Reform

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An NPE Settles with New York, Sues FTC

Over the past year, both the legislative and executive branches of the federal government have expressed increasing support for legislation and other measures targeting patent litigation abuse by non-practicing entities (NPEs),…more

Abuse of Process, FTC, Non-Practicing Entities, Patent Litigation, Patent Reform

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SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),…more

Annual Meeting, Board of Directors, Dodd-Frank, Hedging, Proxy Statements

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Wages for Furloughed Employees

As the government shutdown winds on, many government contractors and clients have faced stop work orders from the government. Contractors have in turn furloughed their own idle employees. While this is a reasonable and necessary…more

Contractors, Exempt-Employees, FLSA, Furloughs, Government Shutdown

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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

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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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, Listing Theory

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China's Tax Administration Issues New Rules Governing Taxation of Offshore Indirect Transfers

On February 3, 2015, the PRC State Administration of Taxation (“SAT”) released the Announcement of SAT Concerning Several Matters Relating to Corporate Income Tax on Indirect Transfer of Properties by Non-tax Resident…more

China, Corporate Taxes, Foreign Investment, PRC Taxation Administration

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Financial Services Report, Summer 2014

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

Banks, Cybersecurity, Data Protection, Encryption, Fair Lending

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Private Ruling Endorses Taxpayer-Friendly Reading of “Qualified Small Business” Under Section 1202

On September 5, 2014, the Internal Revenue Service (“IRS”) released Private Letter Ruling 201436001 (the “Ruling”), which found that a company providing products and services primarily within the pharmaceutical industry was a…more

Income Taxes, IRS, Qualified Small Business Stock, Small Business, Stocks

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Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery Court-Ordered Go-Shop

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against such…more

C&J Energy, Merger Agreements, Revlon Standard, Shareholder Votes, Shareholders

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America Invents Act: USPTO Publishes Final Examination Guidelines for the First-Inventor-to-File Provisions

On July 26, 2012, the United States Patent and Trademark Office (USPTO) published proposed Examination Guidelines for Implementing the First-Inventor-to-File Provisions of the Leahy-Smith America Invents Act (AIA), which become…more

America Invents Act, Final Examination, First-to-File, Intervening Disclosures, On-Sale Bar

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Turning The Tide on “Trolls”

When a non-practicing entity (NPE) accused 16,000 small businesses of violating its patent by merely emailing scanned documents, the New York attorney general cracked down, forcing a settlement. Then the FTC threatened to sue…more

FTC, Non-Practicing Entities, Patent Infringement, Patent Litigation, Patent Trolls

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Top Ten International Anti-Corruption Developments for May 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, Bribery, Chief Compliance Officers, Compliance, Corruption

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Twenty Years Down the Road: A Q&A With Paul Goldstein, Author of Copyright’s Highway

More than two decades have passed since internationally recognized copyright law expert and award-winning novelist Professor Paul Goldstein of Stanford Law School (and Of Counsel to Morrison & Foerster) published his landmark…more

Authorship, Copyright, Legal History

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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

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Out of the Box: Legal guidance for the consumer product + retail industry - Volume 2, Issue 2, Summer 2014

In This Issue: - Are Offers Of Free Credit Monitoring About To Become Mandatory In Data Breach Incidents? - Mandatory “Made-In” Labeling in the EU - A New Dawn for California Class Actions - Recent…more

Class Action, Credit Monitoring, Credit Reports, Data Breach, Employer Liability Issues

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The Guide to Social Media and Securities Law - June 2015

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide summarizes…more

Broker-Dealer, Financial Institutions, Investment Adviser, Social Media

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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

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New NDRC Rules Set to Facilitate China Outbound Investments

As we reported in our February 18, 2014 alert, China’s State Council adopted a new, more permissive approach to regulation of overseas direct investment (“ODI”) with the promulgation on December 2, 2013 of the Circular…more

China, Foreign Investment, NDRC, New Regulations

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Private Ruling Endorses Taxpayer-Friendly Reading of “Qualified Small Business” Under Section 1202

On September 5, 2014, the Internal Revenue Service (“IRS”) released Private Letter Ruling 201436001 (the “Ruling”), which found that a company providing products and services primarily within the pharmaceutical industry was a…more

Income Taxes, IRS, Qualified Small Business Stock, Small Business, Stocks

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Rebuffing Critics, Supreme Court Re-Affirms Ban on Post-Expiration Patent Royalties

Fifty years ago, in Brulotte v. Thys Co., the U.S. Supreme Court held that the collection of royalties after a patent’s expiration constitutes per se patent misus