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Anders Aannestad

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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Reema Abdelhamid

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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Cindy Abramson

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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Ellen Adler

Ventress III Provides Another Tool for Airlines: Ninth Circuit Says Federal Aviation Act Preempts Pilot’s State Law Employment Claims

On March 28, 2014, the Ninth Circuit strengthened its Federal Aviation Act (the “Act”) preemption jurisprudence, holding that state law claims for retaliation and constructive termination are preempted under the Act when they…more

Airline Employees, Airlines, Federal Aviation Act, Preemption, Retaliation

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Michael J. Agoglia

Financial Services Report - Spring 2013

Editor’s Note - This is a dignified law firm newsletter, not like the “Brand X” versions. You won’t find pandering, attention-grabbing stories about Justin Bieber, Kim Kardashian, Ashton Kutcher, Prince William, or…more

Arbitration, Barack Obama, CFPB, China, Credit Reports

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Alexis Amezcua

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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Aaron Archer

Partial offers -- Time for a revival?

Although partial offers are not particularly common, with only a handful made in the past several years, in some circumstances, they could be an attractive option for companies to consider. One of the most recent was the hostile…more

Consent, EU, London Stock Exchange, Partial Offers, Regulation

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Luke T. Bagley

Investment Management Legal + Regulatory Update -- July 2013

In This Issue: Regulatory Updates - SEC Proposes Money Market Reform; SEC Eases Ban on General Solicitation and General Advertising in Certain Private Placements; SEC and CFTC Adopt Joint Rules to Address Identity…more

Broker-Dealer, CFTC, Disclosure Requirements, FSOC, General Solicitation

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Amanda Bakale

Socially Aware: The Social Media Law Update -- Volume 4, Issue 1 -- January/February 2013

In this issue of Socially Aware, our Burton Award-winning guide to the law and business of social media, we explore the challenges that arise when employers and employees battle over work-related social media accounts; we…more

Browser History Sniffing, Communications Decency Act, Copyright, Data Collection, Facebook

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Elizabeth Balassone

FDA to Revisit “Evaporated Cane Juice” Draft Guidance

Earlier this month, the FDA announced that it would reopen the comment period on its draft guidance for the industry concerning use of the term “evaporated cane juice” (ECJ). Draft Guidance for Industry on Ingredients Declared…more

Bulk Ingredients, FDA, Food Labeling, Food Safety, Misbranding

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Open Weaver Banks

MoFo New York Tax Insights - Volume 4, Issue 5 - May 2013

In This Issue: New York Enacts Significant Changes to Related Member Royalty Add-Back Law; Nuclear Power Plant That Produces Steam and Water to Generate Electricity Not Eligible for Investment Tax Credit; Appellate…more

Add-Back Legislation, Andrew Cuomo, Fraud, Insurers, Investment Tax Credits

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Lawrence Bard

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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Jay G. Baris

Division of Investment Management: References by Advisers to Public Commentary on Social Media Sites Don’t Invoke “Testimonial Rule” if They Satisfy “Independence” and “No Material Connection” Tests

Acknowledging the growing demand by consumers for information through social media, the Division of Investment Management set some ground rules on how investment advisers can use social media and publish advertisements that…more

Investment Adviser, Social Media

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Alexandra Steinberg Barrage

Dodd-Frank Implementation: Navigating the Road Ahead

Table of Contents: Introduction; Financial Stability Reform; Resolution Planning; Agencies and Agency Oversight Reform; Securitization Reform; Derivatives Regulation; Investor Protection Reform; Credit Rating Agency Reform;…more

Capital Requirements, CFPB, Corporate Governance, Credit Ratings, Derivatives

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Sara Bartel

Recent FCA Decision Has Important Implications for Contractor Disclosures to the Government

A recent decision from the U.S. District Court for the Eastern District of Virginia has important implications for government contractors that make mandatory disclosures of improper conduct to the U.S. Government. In U.S. ex…more

DOD, False Billing, False Claims Act, Federal Contractors, OIG

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Jason Bartlett

Figuring FRAND

In our December post “A FRANDlier Realm” we discussed emerging law relating to patents that are essential to technological standards, like 3G wireless telecommunications. What happens when patent owners and product makers cannot…more

FRAND, Patents, Royalties

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Panagiotis Bayz

New HSR Filing Thresholds for 2014

On January 17, 2014, the U.S. Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, and its filing requirements, announced the…more

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

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Melissa D. Beck

Bright Outlook for Covered Bonds

This year has proven to be an interesting one for the covered bond market, and we anticipate that 2013 will bring many important new developments. During 2012, the covered bond market continued to provide attractive financing…more

Bonds, Covered Bonds, EU, Foreign Banks, SEC

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James Beha II

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the Benefit of Business Judgment Review

On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)…more

Business Judgment Rule, Going-Private Transactions, MFW, Shareholder Litigation, Shareholders

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Jeffery Bell

Special Compensation Arrangements with Dissident Director Nominees

Certain activist shareholders involved in proxy contests have offered special compensation (e.g., a fee for agreeing to be nominated on the activist’s slate or performance-related bonuses after election) to their director…more

Compensation Agreements, Directors, Nominations, Shareholder Litigation, Shareholders

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Alexa Belonick

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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Bradley Berman

Structured Thoughts: Volume 5, Issue 3 - April 9, 2014

In This Issue: - The SEC Issues Its Long-Awaited Sweep Letter on ETNs - FINRA Proposes Amendments to Communication Rules – Relief from Filing for Certain FWPs - Comprehensive Surveillance Sharing Agreements -…more

Banks, Broker-Dealer, Compliance, ETNs, FINRA

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Ann Bevitt

Employees' use of social media - navigating the potential pitfalls

The use of social media is endemic. According to Facebook’s own statistics, the social networking giant has an average of 699 million active daily users, 1.15 billion monthly active users, and 819 million monthly active users of…more

EU, Facebook, Social Media, Social Media Policy

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Stephen Birkett

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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Timothy Blakely

Anti-Corruption Developments to Expect in Asia in 2014

Recent anti-corruption enforcement developments in Asia should serve as a call to action for international and domestic companies operating in the region. In light of these developments — which include increased enforcement (and…more

Anti-Corruption, Asia, Compliance

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Steven J. Bleiberg

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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Gabriel Bloch

Proposed Revision to China’s Copyright Law Not a Hit with Film Producers

The General Administration of Press and Publication released the Notice Regarding Request for Comments on Second Draft Revisions to the Copyright Law of the People’s Republic of China (??«????????? ??»(???????)?????????, the…more

China, Copyright, Movies, WTO

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Caitlin Blythe

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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James Boddy

Employment Law Commentary -- Volume 25, Issue 7 July 2013 -- Supreme Court Buttresses Class Action Waivers

In its recent decision in Am. Express Co. v. Italian Colors Rest., 133 S. Ct. 2304 (2013), the U.S. Supreme Court further buttressed the use of class-action waivers in arbitration agreements, finding such waivers enforceable…more

American Express, American Express v Italian Colors Restaurant, Arbitration, AT&T Mobility, AT&T Mobility v Concepcion

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Kimberly Bolin

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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Erin M. Bosman

“Brand” New Law: Illinois Court Holds Brand Manufacturers Owe Duty of Care to Generic Users

Last week, a federal district court in Illinois held that GlaxoSmithKline (GSK), a branded drug manufacturer, owed a duty of care to a patient who took the generic version of its drug. Dolin v. SmithKline Beecham Corp., No…more

Brand, Generic Drugs, GlaxoSmithKline, Pharmaceutical, Prescription Drugs

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Domnick Bozzetti

California Reduces Section 409A Penalty

In a victory for California employers and employees, on October 4, 2013, Governor Edmund G. Brown Jr. signed into law California Assembly Bill 1173 (“Bill 1173”), which reduces California’s additional tax on income for…more

Compensation Agreements, Penalties, Section 409A

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Sara Bradley

$4 billion price tag? FDA's proposed generic drug labelling rule

An economic consulting group recently published findings that a Food and Drug Administration (FDA) proposed rule will increase annual healthcare costs by $4 billion. The FDA's proposal, announced in November 2013, will allow…more

FDA, Generic Drugs, Labeling, Pharmaceutical, Prescription Drugs

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Alejandro Bras

Like a Zombie, Mandatory Genetically Engineered Food Labeling Proposal Resuscitated in California

California voters roundly rejected mandatory labeling requirements for genetically engineered (GE) foods last year. However, the specter of California requiring such GE labels, which could apply to 75 percent of grocery store…more

Food Labeling, Food Safety, GMO

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Jing Bu

China’s MIIT Releases Long-Awaited Draft Amended Telecoms Catalogue for Public Comment

The Chinese Ministry of Industry and Information Technology (“MIIT”) issued a draft new Catalogue of Telecommunications Services 2013); the “Draft Catalogue”) for public comment on May 23, 2013. While the proposed changes…more

China, Internet, MIIT Provisions, Telecommunications

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G. Brian Busey

ITC Reasserts Jurisdiction over Electronic Transmissions in Digital Models

On April 3, 2014, the International Trade Commission (the ITC or the “Commission”) released an opinion in In the Matter of Certain Digital Models, Digital Data, and Treatment Plans for Use in Making Incremental Dental…more

Electronic Communications, ITC, Section 337

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Kevin Calia

Delaware Court of Chancery Holds Forum Selection Bylaw Provisions Are Enforceable

A decision issued yesterday by the Delaware Court of Chancery, Boilermakers Local 154 Retirement Fund v. Chevron Corp., No. 7220-CS (Del. Ch. June 25, 2013), may make it easier for Delaware corporations to minimize the risk of…more

Bylaws, Derivative Suit, Forum Selection Clause, Multidistrict Litigation

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Richard Call

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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Chris Carr

Take That! Second District Court of Appeal Clears Major Hurdles for Newhall Ranch Project, Provides Guidance on California’s “Fully Protected Species”

California’s Second District Court of Appeal, Division Five, issued a decision on March 20 in Center for Biological Diversity v. Department of Fish & Wildlife (Case No. BS131347), overturning the trial court’s decision setting…more

Endangered Species, Endangered Species Act, Environmental Impact Report, Environmental Policies, ESA Listings

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Alexandra Cavazos

The AIA Technical Corrections Act Changes How Patent Term Adjustment is Calculated and Challenged

On April 1, 2013, the USPTO published an interim final rule implementing various provisions of the AIA Technical Corrections Act (“AIA TCA”). This new legislation and its implementing regulations significantly alter how patent…more

America Invents Act, Patent Reform, Patent Term Adjustment, Patents, USPTO

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Craig Celniker

Beijing High Court Issues Guidelines For Determining Patent Infringement

On September 4, 2013, the Beijing High People’s Court issued new Guidelines for Determining Patent Infringement (the “Guidelines”). Spanning 133 articles, the Guidelines provide comprehensive and practical guidance on such…more

China, Patent Infringement, Patents

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Leonard N. Chanin

CFPB Announces Potential Model Packaging Disclosures for GPR Prepaid Cards

On March 18, 2014, the Consumer Financial Protection Bureau (CFPB) continued its long march toward regulating general-purpose reloadable (GPR) prepaid cards by releasing test model disclosures for prepaid card packaging that are…more

CFPB, OMB, Prepaid Payment Products

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Catherine Chapple

OMB Revises and Consolidates Rules Governing Most Federal Grants

In the final days of 2013, the White House Office of Management and Budget (OMB) released for publication long-awaited final guidance on administrative requirements, cost principles and audit requirements pertaining to federal…more

Federal Grants, Funding, OMB

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Charles Chau

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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Peng Chen

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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Jeffrey Chester

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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Tiffany Cheung

Financial Services Report - Quarterly News, Winter 2013

Editor’s Note - Stuff didn’t happen this quarter. Lots of it. The federal government didn’t happen for two weeks in October, which caused some to celebrate and others to wring their hands and clamor for a strong,…more

Affordable Care Act, CARD Act, HAMP, Healthcare, HMDA

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Jessica Childress

White House Announces the Administration Strategy on Mitigating the Theft of U.S. Trade Secrets

On February 20, 2013, the White House released the Administration Strategy on Mitigating the Theft of U.S. Trade Secrets (the “Strategy”), which “recognizes the crucial role of trade secrets in the U.S. economy and sets out a…more

Economic Espionage Act, Mitigation, Theft of Trade Secrets Clarification Act, Trade Secrets

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Matthew Alan Chivvis

Bowman v. Monsanto: Crisis Averted on IP Protection for Self-Replicating Technologies

Life science companies in general (and seed companies in particular) are breathing a sigh of relief following the Supreme Court’s decision yesterday in Bowman v. Monsanto. As Bowman wended its way through district court…more

Bowman v Monsanto, Genetically Engineered Seed, Infringement, Monsanto, Patent Exhaustion

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Theresa Cho

2013 Alternative Energy Legislative Roundup: California Continues to Move Forward on Clean Energy

California continued to add to its steady stream of laws and regulatory actions to promote renewable energy and clean technologies with significant new legislation on net metering and community solar projects. While AB 177…more

Clean Energy, Clean Tech, CPUC, Energy

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Thomas Chou

China’s Supreme Court Ruling in Haifu v. Shiheng Changes the Landscape for Value Adjustment Mechanisms in Onshore Private Equity Transactions

The Supreme People’s Court of China (the “Supreme Court”) rendered its final judgment on November 7, 2012, in the Haifu Investment Co., Ltd. v. Gansu Shiheng Nonferrous Resources Recycle Company Limited (“Haifu v. Shiheng”)…more

China, Foreign Investment, Private Equity, Shareholders, Value Adjustment Mechanisms

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Nimesh Christie

A Regulatory Reform Glossary

After the financial crisis, have you ever asked, “What does it all mean?” Now, we have an answer for you: MoFo’s Regulatory Reform Glossary. Since the great financial crisis, financial institutions have been…more

Basel III, Dodd-Frank, EMIR, Financial Regulatory Reform, MiFID

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Ben Chung

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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Eric Coffill

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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Hillel Cohn

FINRA Invites Public Comment on a Modified Regulatory Scheme for Broker-Dealers Specializing in M&A and Corporate Finance

FINRA is seeking public comment on a much needed overhaul of the regulatory requirements for broker-dealers who specialize in M&A and corporate finance. The overhaul would be accomplished by creating a new category of…more

Broker-Dealer, FINRA

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Amy Collins

The Internet of Things Part 2: The Old Problem Squared

Cisco estimates that 25 billion devices will be connected in the Internet of Things (IoT) by 2015, and 50 billion by 2020. Analyst firm IDC makes an even bolder prediction: 212 billion connected devices by 2020. This massive…more

Corporate Counsel, Internet of Things, Mobile Devices, Young Lawyers

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Charles Comey

Managing Offshore Holding Companies from China: Recent Case May Suggest Increased Tax Risk

As our readers know, foreign investments into the People’s Republic of China (“PRC”) are typically structured through one or more holding companies domiciled in offshore jurisdictions. Planned and implemented properly, an…more

Bank Holding Company, China, Foreign Investment, Offshore Funds

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Michèle Corash

Reforming Proposition 65: Governor’s “Update” Is a Promising Start

Yesterday, Governor Jerry Brown’s office announced his intention to propose “updates” to Proposition 65 (Health & Safety Code section 25249.5 et seq.) supposedly designed to make the law less susceptible to the widespread abuses…more

Frivolous Lawsuits, Jerry Brown, Proposition 65, Safe Harbors

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Chris Coulter

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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Melissa Crespo

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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Robert Cudd

Application of the Self-Employment Tax and 3.8% Net Investment Income Tax to Fund Managers

With the imposition of a new 3.8% “net investment income tax” (the “NIIT”) pursuant to Section 1411 of the Internal Revenue Code of 1986, as amended (the “Code”) on passive income and the imposition of an additional .9% on the…more

Fund Managers, Net Investment Income, Self-Employment Tax

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Chris Dalton

New Jersey punitive damages analysis ignores established precedent

Since 2008 New Jersey law has effectively granted pharmaceutical manufacturers immunity from punitive damages claims. While New Jersey state courts continue to recognise and enforce that immunity, some recent federal court…more

Damages, FDA, Fraud, Prescription Drugs, Punitive Damages

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Nicholas A. Datlowe

FTC Updates Its “Dot Com Disclosures” with a Focus on Social Media Advertising

On March 12, 2013, the Federal Trade Commission (“FTC”) issued an update to its “Dot Com Disclosures” guide to advertisers on making effective online disclosures. In doing so, the FTC has driven home the points that: •…more

Advertising, Disclosure Requirements, Dot Com Disclosure Guide, FTC, Social Media

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Jeffrey M. David

Buckyballs® Strike Back: Former CEO Sues CPSC

In May 2013, the Consumer Product Safety Commission (CPSC) took the unprecedented step of naming Craig Zucker in an administrative complaint against Maxfield and Oberton Holdings, LLC, the manufacturer of Buckyballs®, in order…more

CPSC, Fifth Amendment, First Amendment, Product Recalls

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David de Ruig

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

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John Delaney

FTC v. Jerk.com: Did the FTC’s “Jerk.com” Complaint Just Turn API Terms into Federal Law?

The Federal Trade Commission’s announcement earlier this week that it had filed a complaint against Jerk, LLC and its websites like “jerk.com” (“Jerk”) looks at first glance like a run-of-the-mill FTC Section 5 enforcement…more

Enforcement Actions, FTC, Jerk, Unfair or Deceptive Trade Practices, Websites

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Anelia V. Delcheva

Socially Aware - Volume 4, Issue 2 - December 2013

In This Issue: Peering Into the Future: Google Glass and the Law; Ownership of Business-Related Social Media Accounts; Two Circuits Address the First Amendment Status of Facebook Activity; Collaborative Consumption – Is…more

Advertising, Behavioral Advertising, First Amendment, Google, Google Glass

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Jun Deng

China’s SAFE Further Streamlines Forex Procedures for Foreign Direct Investment

On May 11, 2013, the State Administration of Foreign Exchange (“SAFE”) issued the Provisions for Administration of Foreign Exchange Relating to Inbound Direct Investment by Foreign Investors ( “Circular 21”), effective May 13,…more

China, Foreign Exchanges, Foreign Investment, Registration, SAFE

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Thomas M. Devaney

Investment Management Legal + Regulatory Update -- July 2013

In This Issue: Regulatory Updates - SEC Proposes Money Market Reform; SEC Eases Ban on General Solicitation and General Advertising in Certain Private Placements; SEC and CFTC Adopt Joint Rules to Address Identity…more

Broker-Dealer, CFTC, Disclosure Requirements, FSOC, General Solicitation

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Shaye Diveley

They’re Back? First District Court of Appeal Paves the Way for Possible Reinstatement of Controversial Air Quality Thresholds

California’s First District Court of Appeal issued a decision on August 13 in California Building Industry Association v. Bay Area Air Quality Management District (“CBIA”) (Case No. A135335 (Cal. Ct. App. 1st, August 13, 2013)),…more

Air Quality Standards, CEQA, Environmental Impact Report, Greenhouse Gas Emissions, Land Developers

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John Donovan

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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Demme Doufekias

DOJ Turns FCPA Spotlight on Financial Services Sector as Enforcement Efforts in Latin America Continue

Last week, the U.S. Department of Justice (DOJ) announced the indictment of two employees of a U.S. broker-dealer, Direct Access Partners, and a senior official in Venezuela’s state economic development bank, Banco de Desarrollo…more

Anti-Corruption, DOJ, Enforcement, FCPA, Latin America

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Marty Dunn

A+ Indeed: The SEC’s Proposed Rules Amending Reg A

Overview - Yesterday, December 18, 2013, the SEC released proposed rules to carry out the rulemaking mandate of Title IV of the JOBS Act. The proposed rules both retain and modernize the current framework of Regulation A,…more

Disclosure Requirements, EDGAR, Investors, JOBS Act, Regulation A

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Charles Duross

Charles Duross: FCPA reform, DOJ trials and the revolving door

What matters were you particularly proud to have been involved in during your time at the DoJ? I’m proud of all of it but I think there are probably a couple of specific matters that stand out in my mind. The first was…more

Compliance, DOJ, Enforcement, FCPA, Financial Regulatory Reform

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Daniel Eggerman

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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Ze’-ev Eiger

SEC Issues New and Revised Guidance on Intrastate Crowdfunding

On April 10, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued one revised and two new compliance and disclosure interpretations (“C&DIs”) regarding crowdfunding and Rule 147…more

Compliance, Crowdfunding, SEC, Securities Act of 1933

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Grant Esposito

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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Jordan Eth

California Lawyer 2014 Roundtable Series: Securities

Executive Summary - In private securities litigation, all eyes are on the U.S. Supreme Court hearing set for March on Halliburton Co.’s appeal challenging the longstanding fraud on-the-market doctrine, which underlies…more

Enforcement Actions, Fraud-on-the-Market, Halliburton, SCOTUS, SEC

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Nilene Evans

Equity capital markets in the United States: regulatory overview

What are the main equity markets/exchanges in your jurisdiction? Outline the main market activity and deals in the past year. Main equity markets/exchanges - The primary US public equity markets are the…more

Capital Markets, Financial Regulatory Reform, NYSE, Private Equity

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Robert Falk

Out of the Box: Legal guidance for the consumer product + retail industry - Volume 2, Issue 1, Spring 2014

In This Issue: - California Announces First Consumer Products Subjected To New Green Chemistry Rules - FDA Issues Final Guidance Distinguishing Liquid Dietary Supplements from Beverages - Private Surgeon General…more

class, Conflict Mineral Rules, Dietary Supplements, FDA, Green Chemistry

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Jingxiao Fang

Privacy Changes Coming to China

Originally published in Privacy & Security Law on 03/18/2013. There is continued focus in China on privacy and data security issues. China still has no omnibus law, but it has promulgated some sector-specific regulations…more

Audits, China, Credit Reporting Agencies, Cross-Border, Data Breach

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David Fehrman

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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Stephen Feldman

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

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Afia Fening

Lehman Waterfall Application and Game Station Decision

In another judicial decision springing from Lehman Brothers, as a result of the likely surplus in the estate of Lehman Brothers International (Europe) (in administration) (LBIE) after all the provable debts have been paid, Mr…more

Commercial Bankruptcy, Lehman Brothers

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Zori Ferkin

Key Energy Regulators Speak – Energy Storage is Happening

This November 2013, new and improved Federal Energy Regulatory Commission (FERC) regulations adopted in Order No. 784, Third-Party Provision of Ancillary Services; Accounting and Financial Reporting for New Electric Storage…more

CPUC, FERC, Grid Energy Storage, Renewable Energy

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Anna Ferrari

Employment Law Commentary -- Volume 25, Issue 10 -- October 2013: California Legislative Update – It’s That Time of Year Again

While the federal government ground to a halt, the California Governor and Legislature have been busy voting on and signing a flurry of new legislation at the end of this year’s legislative session. The following is a survey of…more

Compliance, Discrimination, Harassment, Inflation Adjustments, Legislative Agendas

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Aramide Fields

FDA Letter to Mobile App Developer Signals Regulatory Scheme

Last week, the U.S. Food and Drug Administration (FDA) sent an enforcement letter to a mobile medical app developer for failing to obtain a 510(k) clearance before marketing the app, which the FDA said appears to be a “device”…more

FDA, FDCA, Healthcare, Medical Devices, Mobile Apps

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Craig Fields

State + Local Tax Insights -- Winter 2014

In This Issue: Ringing in the New Year: Issues from 2013 That Will Likely Impact 2014; Upcoming Speaking Engagements; Defending Against Penalties; and Dueling “Doing Business” Interstate-Commerce Exemptions: Anachronistic…more

Internet Taxation, Interstate Commerce, Penalties, SALT, State Taxes

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Henry M. Fields

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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Patrick H. Fischer

Financial Services Report -- Winter 2012

In This Issue: Bureau Report; Operations Report; Beltway Report; Arbitration Report; Mortgage Report; Privacy Report; Preemption Report; and Plastics Report. Excerpt from the Bureau Report: World’s Most Expensive…more

American Express, CFPB, Chase Bank, Cybersecurity, Debt Collection

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Rick Fischer

CFPB Announces Potential Model Packaging Disclosures for GPR Prepaid Cards

On March 18, 2014, the Consumer Financial Protection Bureau (CFPB) continued its long march toward regulating general-purpose reloadable (GPR) prepaid cards by releasing test model disclosures for prepaid card packaging that are…more

CFPB, OMB, Prepaid Payment Products

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Kay Fitz-Patrick

CFPB Builds its Case Against Arbitration Clauses

INTRODUCTION - The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandated a Consumer Financial Protection Bureau (CFPB) study on the use of pre-dispute arbitration clauses in consumer…more

Arbitration, CFPB, Dodd-Frank, Mandatory Arbitration Clauses

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Adam Fleisher

FTC v. Jerk.com: Did the FTC’s “Jerk.com” Complaint Just Turn API Terms into Federal Law?

The Federal Trade Commission’s announcement earlier this week that it had filed a complaint against Jerk, LLC and its websites like “jerk.com” (“Jerk”) looks at first glance like a run-of-the-mill FTC Section 5 enforcement…more

Enforcement Actions, FTC, Jerk, Unfair or Deceptive Trade Practices, Websites

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Robert Fleishman

CFTC and FERC Issue Long-Awaited Memoranda of Understanding on Jurisdiction and Information Sharing

On January 2, 2014, the Commodity Futures Trading Commission (“CFTC”) and the Federal Energy Regulatory Commission (“FERC,” collectively, the “agencies”) signed “Memoranda of Understanding” regarding certain matters of…more

CFTC, Dodd-Frank, FERC, Information Sharing, Jurisdiction

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Kiersten Fletcher

Insider Trading Annual Review - 2013

Looking Back - 2013 witnessed several long-anticipated developments in the world of insider trading, punctuating another year of aggressive enforcement in the United States and abroad. After years of pursuit, the…more

Compliance, DOJ, Insider Trading, SEC, White Collar Crimes

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Paul Flum

U.S. Supreme Court Grants Certiorari in ERISA Stock Drop Case

On December 13, 2013, the U.S. Supreme Court granted certiorari in Dudenhoeffer v. Fifth Third Bancorp, et al., No. 12-751, to review a decision by the Sixth Circuit reversing dismissal of a complaint in an ERISA stock drop…more

Certiorari, Employee Shareholders, Employee Stock Purchase Plans, ERISA, Fiduciary Duty

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Stephanie Fong

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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Randall Fons

A New SEC Enforcement Direction for 2014

Each year, the SEC puts on its most informative conference of the year: The SEC Speaks. During the course of the two-day conference, held this year on February 21 and 22, the Chair and each Commissioner, as well as the most…more

Enforcement, SEC

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Derek Foran

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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Chris Ford

Are Financial Institutions Ready for Cloud Computing?

Originally published in BNA’s Banking Report on January 8, 2013. The rapid growth in the availability and sophistication of cloud computing services — on-demand, scalable information technology services provided over the…more

Big Data, Cloud Computing, Data Protection

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Mark Foster

Supreme Court to Review the Basic Premise of Securities Class Actions

The Supreme Court has agreed to revisit the basic premise of Section 10(b) securities class actions that was first articulated in Basic v. Levinson, 485 U.S. 224 (1988). On November 15, 2013, the Court granted a petition for…more

Certiorari, Class Action, Halliburton, SCOTUS, Securities

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Michael Frank

California Reduces Section 409A Penalty

In a victory for California employers and employees, on October 4, 2013, Governor Edmund G. Brown Jr. signed into law California Assembly Bill 1173 (“Bill 1173”), which reduces California’s additional tax on income for…more

Compensation Agreements, Penalties, Section 409A

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Paul Frankel

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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D. Reed Freeman, Jr.

FTC v. Jerk.com: Did the FTC’s “Jerk.com” Complaint Just Turn API Terms into Federal Law?

The Federal Trade Commission’s announcement earlier this week that it had filed a complaint against Jerk, LLC and its websites like “jerk.com” (“Jerk”) looks at first glance like a run-of-the-mill FTC Section 5 enforcement…more

Enforcement Actions, FTC, Jerk, Unfair or Deceptive Trade Practices, Websites

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Paul T. Friedman

New FCPA Decision: How Long is the FCPA’s Reach?

A little more than a year after Deustche Telekom (“DT”) and Magyar Telekom entered into multi-million dollar settlements with the SEC and DOJ to resolve claims that the two companies violated the FCPA, three former Magyar…more

Bribery, DOJ, FCPA, Interstate Commerce, Magyar Telekom

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Ted Friedman

Developments in Multistate Taxation -- November 2013

U.S. Supreme Court - On August 23, 2013, an online retailer filed a petition for a writ of certiorari with the U.S. Supreme Court seeking review of the New York Court of Appeals’ determination that a New York statute that…more

Certiorari, Commerce Clause, Internet Taxation, Multistate Tax Commission, SALT

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Mac Fu

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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Katsuhiko Fujihira

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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Joseph Gabai

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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Marc-Alain Galeazzi

Summary of Final Rule Imposing Enhanced Prudential Standards on FBOs

Last week, the Federal Reserve Board (the “Board”) issued its long-awaited final enhanced prudential rule (Regulation YY) under Section 165 of the Dodd-Frank Act (the “Final Rule”) for bank holding companies and foreign banking…more

Banks, Dodd-Frank, FBOs, Federal Reserve, Foreign Banks

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Wendy Garbers

Supreme Court Takes Up Landmark Disparate Impact Case, Again, Over U.S. Objections

On June 17, 2013, the Supreme Court granted certiorari in Mount Holly v. Mt. Holly Gardens Citizens in Action, Inc., No. 11-1507, to decide whether disparate impact claims are cognizable under the Fair Housing Act (“FHA”). It…more

Certiorari, Discrimination, Disparate Impact, Eminent Domain, FHA

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Sean Gates

Antitrust by Analogy: Developing Rules for Loyalty Rebates and Bundled Discounts

Economics has come to dominate antitrust jurisprudence. Preserving and enhancing economic welfare (in one form or another) is now the conceded goal of antitrust. Accordingly, economic analysis permeates antitrust scholarship,…more

Antitrust Litigation, Customer-Loyalty Programs, Discounts, Economic Impact Analysis, Rebates

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Dan Gershwin

New Prop 65 Warning Requirements on the Horizon?

Proposition 65 warnings could soon become a much bigger burden for businesses. On Friday, March 7, the California Environmental Protection Agency’s Office of Environmental Health Hazard Assessment (OEHHA) released a…more

Notice Requirements, OEHHA, Proposition 65, Toxic Exposure

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David Goett

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

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David Gold

Inclusionary Housing on the Run

Several recent legal developments have cast doubt on the ability of California cities to continue using favored tools to promote construction of “inclusionary” affordable housing units. Few would dispute that the state faces a…more

Affordable Housing, Inclusionary Housing Ordinance

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Marissa Nicole Golden

Bright Outlook for Covered Bonds

This year has proven to be an interesting one for the covered bond market, and we anticipate that 2013 will bring many important new developments. During 2012, the covered bond market continued to provide attractive financing…more

Bonds, Covered Bonds, EU, Foreign Banks, SEC

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John Good

No-Action Relief Allows Business Development Companies to Hold Shares of Investment Advisers

In two separate no-action letters, the SEC staff quietly expanded the ability of business development companies (BDCs) to invest in registered investment advisers. Section 12(d)(3) of the Investment Company Act of 1940…more

Business Development Companies, Investment Company Act of 1940, No-Action Letters, No-Action Relief, SEC

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William Goodwin

Figuring FRAND

In our December post “A FRANDlier Realm” we discussed emerging law relating to patents that are essential to technological standards, like 3G wireless telecommunications. What happens when patent owners and product makers cannot…more

FRAND, Patents, Royalties

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Jonathan Gowdy

New HSR Filing Thresholds for 2014

On January 17, 2014, the U.S. Federal Trade Commission, the agency charged with administering the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), as amended, and its filing requirements, announced the…more

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

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Michael Graffagna

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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Enrico Granata

Just in Time for Proxy Season, SEC Provides New Guidance on Shareholder Proposal “Unbundling”

The U.S. Securities and Exchange Commission (SEC) staff recently issued several Compliance and Disclosure Interpretations (C&DIs) providing guidance as to when it is permissible under Rule 14a-4(a)(3) (and its companion rule,…more

Bundling Rules, Proxy Season, SEC, Securities Exchange Act

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Peter J. Green

MIFID II: Widening the net - Recently announced EU reforms introduce yet another set of compliance considerations for traders, and the possibility of greater regulatory intervention

On January 14 2014, the European Parliament and European Council reached agreement in principle on the revised Markets in Financial Instrument Directive (Mifid II). The announcement signaled an important milestone in a long and…more

EU, European Commission, Financial Regulatory Reform, MiFID

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Timothy Denny Greene

Socially Aware: The Social Media Law Update -- Vol. 3, Issue 5 -- December 2012

In this issue of Socially Aware, our Burton Award-winning guide to the law and business of social media, we examine why social media marketing strategies should be concerned with clearing more than just copyrights; we revisit…more

COPPA, Copyright, FCRA, Free Speech, FTC

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Zane Gresham

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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Duncan Grieve

The American Way – DPAs arrive in the UK

February 2014 marks an important landmark in the UK authorities’ ongoing efforts to fight corporate crime, international corruption and bribery. On 24 February 2014, a new Part 12 of the Criminal Procedure Rules will come into…more

Deferred Prosecution Agreements, UK

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Jens Hackl

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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Melissa Hager

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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Joel Haims

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the Benefit of Business Judgment Review

On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)…more

Business Judgment Rule, Going-Private Transactions, MFW, Shareholder Litigation, Shareholders

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Jason Hall

Will the Supreme Court Save Business Method Patents? Alice Corp. Pty. Ltd. v. CLS Bank Int’l, No. 13-298

Last week, the U.S. Supreme Court heard oral argument in Alice Corp. Pty. Ltd. v. CLS Bank Int’l (No. 13-298) to decide “[w]hether claims to computer-implemented inventions . . . are directed to patent-eligible subject matter…more

CLS Bank, CLS Bank v Alice Corp, Covered Business Method Patents, Patent Litigation, Patents

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Julian Hammar

CFTC and FERC Issue Long-Awaited Memoranda of Understanding on Jurisdiction and Information Sharing

On January 2, 2014, the Commodity Futures Trading Commission (“CFTC”) and the Federal Energy Regulatory Commission (“FERC,” collectively, the “agencies”) signed “Memoranda of Understanding” regarding certain matters of…more

CFTC, Dodd-Frank, FERC, Information Sharing, Jurisdiction

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Lloyd S. Harmetz

Structured Thoughts: Volume 5, Issue 3 - April 9, 2014

In This Issue: - The SEC Issues Its Long-Awaited Sweep Letter on ETNs - FINRA Proposes Amendments to Communication Rules – Relief from Filing for Certain FWPs - Comprehensive Surveillance Sharing Agreements -…more

Banks, Broker-Dealer, Compliance, ETNs, FINRA

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Jacob Harper

Comcast Corp. v. Behrend: Courts Must Assess Merits of Plaintiffs’ Damages Evidence at Class Certification

Yesterday, in Comcast Corp. v. Behrend, 569 U.S. __ (2013), the Supreme Court answered a looming class certification question left open by Wal-Mart Stores, Inc. v. Dukes, 564 U.S. __ (2011): whether a putative class action…more

Class Action, Class Certification, Comcast, Comcast v. Behrend, Dukes v Wal-Mart

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Daniel Harris

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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Joshua Hartman

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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Ryan Hassanein

California Lawyer 2013 Roundtable Series: False Claims

The Federal False Claims Act — Originally Intended To Stop Fraud Against the Union Army during the Civil War — seemed destined to fade into history after 1943, when Congress limited the rewards and evidence it allowed. But…more

False Claims Act, Fraud

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Raymond Hasu

Ninth Circuit Limits Key Defense in ERISA Stock Drop Cases

On June 4, 2013, the Ninth Circuit issued an opinion in Harris v. Amgen, reversing an order granting a motion to dismiss and reviving a class action ERISA lawsuit based on allegedly imprudent investments in company stock. In…more

Amgen, Class Action, Defense Strategies, Duty of Prudence, ERISA

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Melody Junhua He-Chen

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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Marc Hearron

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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Felix Helmstädter

European Procurement and Government Contracts Digest: Closing the Gap on Concession Contracts - European Union sets up harmonised framework for awarding of “concession contracts”

In the European Union (EU), around 60% of Public-Private Partnerships (PPP) are entered into on a concession basis. This represents an EU-wide market worth more than €100 billion ($135 billion) each year. For the first time, the…more

EU, Public-Private Partnerships

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Roxann Henry

The Implications of DOJ’s Auto Parts Price-Fixing Enforcement Actions

BACKGROUND - In plea agreements filed by the U.S. Department of Justice (DOJ) on September 26, 2013, nine automobile parts manufacturers agreed to pay more than $740 million in criminal fines to resolve charges of…more

Antitrust Litigation, Automotive Industry, Cartels, Criminal Prosecution, DOJ

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Madeleine Hensler

Federal Court in Manhattan “Likes” Service of Process via Facebook

On March 7, 2013, a federal court in Manhattan ruled, in Federal Trade Commission v. PCCare247 Inc., that service via Facebook is an acceptable alternative means of serving court documents on foreign defendants. Although this is…more

Facebook, Foreign Defendants, FTC, Service of Process, Social Media

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Rafael Hernandez

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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Michael Hilkin

MoFo New York Tax Insights - Volume 5, Issue 4 - April 2014

In This Issue: City ALJ Holds First Amendment Requires Exercise of Discretionary Authority for Sourcing Receipts from Providing Credit Ratings; Tribunal Affirms Partial Day Count for Statutory Residency Purposes; ALJ Finds…more

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Adam S. Hoffinger

DOJ Turns FCPA Spotlight on Financial Services Sector as Enforcement Efforts in Latin America Continue

Last week, the U.S. Department of Justice (DOJ) announced the indictment of two employees of a U.S. broker-dealer, Direct Access Partners, and a senior official in Venezuela’s state economic development bank, Banco de Desarrollo…more

Anti-Corruption, DOJ, Enforcement, FCPA, Latin America

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Brian Hoffman

Financial Reporting & Accounting Enforcement Annual Review - 2013

In This Issue: Introduction; Redesigning the SEC’s Division of Enforcement, Again; Focus Areas: What’s Next; Overview of 2013 Cases; Public Company, Officer, and Director Trends; Audit Firm and Auditor Trends; Rule 102(e)…more

Audits, Compliance, Corporate Counsel, Corporate Governance, Enforcement

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Justin Hoogs

Insider Trading Annual Review - 2013

Looking Back - 2013 witnessed several long-anticipated developments in the world of insider trading, punctuating another year of aggressive enforcement in the United States and abroad. After years of pursuit, the…more

Compliance, DOJ, Insider Trading, SEC, White Collar Crimes

See All Updates »

Fumihiko Hori

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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Charles M. Horn

Capital Is Contagious— The FDIC and OCC Approve Final Risk-based Capital Rules, and the Agencies Propose a Supplemental Leverage Capital Ratio for Large U.S. Banking Organizations

Today, July 9, the Federal Deposit Insurance Corporation (“FDIC”) and the Office of the Comptroller of the Currency (“OCC”) took two significant actions on the implementation of new regulatory capital requirements in the U.S…more

Banks, Basel Committee, Basel III, FDIC, Federal Reserve

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James Hough

Anti-Corruption Developments to Expect in Asia in 2014

Recent anti-corruption enforcement developments in Asia should serve as a call to action for international and domestic companies operating in the region. In light of these developments — which include increased enforcement (and…more

Anti-Corruption, Asia, Compliance

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Kelley A. Howes

Money Market Reform Inches Forward

The staff of the SEC’s Division of Economic and Risk Analysis (DERA) made available its analyses of data and academic literature relevant to pending money market fund reform. DERA said that the analyses could assist the public…more

Financial Regulatory Reform, Money Market Funds, SEC

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Peter Hsiao

Out of the Box: Legal guidance for the consumer product + retail industry - Volume 2, Issue 1, Spring 2014

In This Issue: - California Announces First Consumer Products Subjected To New Green Chemistry Rules - FDA Issues Final Guidance Distinguishing Liquid Dietary Supplements from Beverages - Private Surgeon General…more

class, Conflict Mineral Rules, Dietary Supplements, FDA, Green Chemistry

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Tihua Huang

China’s Legislature Weighs in on Online Data Privacy; Other Recent Privacy Developments in China

On December 28, 2012, the Standing Committee of the National People’s Congress (“NPC”), China’s legislature, weighed in on the subject of data privacy with its promulgation of the Decision on Reinforcing the Protection of…more

China, Compliance, Data Protection, Penalties

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Thomas Humphreys

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

See All Updates »

Richard Hung

Will the Supreme Court Save Business Method Patents? Alice Corp. Pty. Ltd. v. CLS Bank Int’l, No. 13-298

Last week, the U.S. Supreme Court heard oral argument in Alice Corp. Pty. Ltd. v. CLS Bank Int’l (No. 13-298) to decide “[w]hether claims to computer-implemented inventions . . . are directed to patent-eligible subject matter…more

CLS Bank, CLS Bank v Alice Corp, Covered Business Method Patents, Patent Litigation, Patents

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Shiukay Hung

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

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Adam Hunt

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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James W. Huston

“Brand” New Law: Illinois Court Holds Brand Manufacturers Owe Duty of Care to Generic Users

Last week, a federal district court in Illinois held that GlaxoSmithKline (GSK), a branded drug manufacturer, owed a duty of care to a patient who took the generic version of its drug. Dolin v. SmithKline Beecham Corp., No…more

Brand, Generic Drugs, GlaxoSmithKline, Pharmaceutical, Prescription Drugs

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Emily Huters

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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Ashley Hutto-Schultz

GAO Recommends Consideration of New Privacy Rules for Mobile Technologies

On November 15, 2013, the U.S. Government Accountability Office (“GAO”) released a report it had previously delivered to the U.S. Senate Committee on Commerce, Science and Transportation (“Committee”) that focuses on identifying…more

GAO, Mobile Devices, Privacy Policy

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Hollis L. Hyans

MoFo New York Tax Insights - Volume 5, Issue 4 - April 2014

In This Issue: City ALJ Holds First Amendment Requires Exercise of Discretionary Authority for Sourcing Receipts from Providing Credit Ratings; Tribunal Affirms Partial Day Count for Statutory Residency Purposes; ALJ Finds…more

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Ana-Maria Ignat

A Blast from the Past: The SEC Fines Investment Adviser/Broker-Dealer for Breakpoint Violations

In a case reminiscent of the “breakpoint” enforcement actions brought 10 years ago by securities regulators, the SEC recently found that a registered investment adviser and broker-dealer overcharged clients because it improperly…more

Broker-Dealer, Enforcement Actions, Fees, Investment Adviser, SEC

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Miles H. Imwalle

Inclusionary Housing on the Run

Several recent legal developments have cast doubt on the ability of California cities to continue using favored tools to promote construction of “inclusionary” affordable housing units. Few would dispute that the state faces a…more

Affordable Housing, Inclusionary Housing Ordinance

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Maya Ingram

Weight Watchers Class Action Dismissed Due to Plaintiff’s Failure to Properly Test the Challenged Products

On October 17, 2013, a federal district court judge in New Jersey dismissed a putative class action against Weight Watchers International, Inc. (Weight Watchers) alleging that Weight Watchers misrepresented the calorie content…more

Class Action, FDCA, Food Labeling, Misrepresentation, Weight-Loss Products

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Oliver I. Ireland

The Volcker Rule’s Trojan Horse for Smaller Banking Entities

The final rules recently enacted to implement the Volcker Rule (‘‘the Final Rules’’) impose on the largest banking entities a highly detailed and complex compliance regime. As to those so-called ‘‘less active banking entities,’’…more

Banks, Collateralized Debt Obligations, Compliance, Proprietary Trading, Trust Preferred Securities

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Shusaku Iwasaki

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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Jeff Jaeckel

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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Sai Jahann

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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Matthew W. Janiga

CFPB Announces Potential Model Packaging Disclosures for GPR Prepaid Cards

On March 18, 2014, the Consumer Financial Protection Bureau (CFPB) continued its long march toward regulating general-purpose reloadable (GPR) prepaid cards by releasing test model disclosures for prepaid card packaging that are…more

CFPB, OMB, Prepaid Payment Products

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Jennifer Jeffers

California’s Cap-and-Trade Auction Is Not a Tax: Court Decides “Close Question”

In a twin set of wins for the state, two lawsuits challenging California’s flagship cap-and-trade auction system first implemented in November 2012 were rejected by Sacramento Superior Court Judge Timothy Frawley this…more

Cap-and-Trade, Carbon Emissions, Environmental Policies, Greenhouse Gas Emissions

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Megan A. Jennings

Inclusionary Housing on the Run

Several recent legal developments have cast doubt on the ability of California cities to continue using favored tools to promote construction of “inclusionary” affordable housing units. Few would dispute that the state faces a…more

Affordable Housing, Inclusionary Housing Ordinance

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Jeremy C. Jennings-Mares

MIFID II: Widening the net - Recently announced EU reforms introduce yet another set of compliance considerations for traders, and the possibility of greater regulatory intervention

On January 14 2014, the European Parliament and European Council reached agreement in principle on the revised Markets in Financial Instrument Directive (Mifid II). The announcement signaled an important milestone in a long and…more

EU, European Commission, Financial Regulatory Reform, MiFID

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Michelle Jewett

Recently Proposed Treasury Regulations Regarding the Allocation of Partnership Recourse and Nonrecourse Liabilities Contain Significant Changes for Many Routine Partnership Transactions

On January 29, 2014, the Internal Revenue Service (“IRS”) and the Treasury Department issued proposed regulations (the “Proposed Regulations”) modifying the rules under Section 752 regarding the allocation of recourse and…more

IRS, Partnerships, Personal Liability, Professional Liability, Recourse Proceedings

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Calvin Jin

China’s Renewed Focus on Anti-Corruption Efforts Highlighted by a New Interpretation on Criminal Offense of Paying Bribes

In the three months since the Communist Party of China (the “CPC”) convened its 18th National Congress in November 2012, the CPC’s new leaders, including newly appointed CPC General Secretary and China’s incoming president Xi…more

Anti-Corruption, Bribery, China, Chinese Communist Party, Conditional Gifts

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Ling Jin

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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Nicole Johnson

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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Yana Johnson

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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Ian Johnston

Employment Law Commentary -- Volume 25, Issue 12 -- December 2013: Religious Discrimination and Muslim Employees

Religious discrimination charges are on the rise. The U.S. Equal Employment Opportunity Commission (EEOC) has seen a 223% increase from 1997 to 2012. And over in the UK, the number of religious discrimination claims has more…more

Compliance, EEOC, Religion, Religious Discrimination

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Daniel Kahan

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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Sherman Kahn

Administering Arbitration Clauses in Online Terms of Service Agreements

Morrison & Foerster’s Sherman Kahn Interviews American Arbitration Association Vice President, Sandra Partridge. Many companies are providing for arbitration of disputes in their terms of service agreements governing use…more

American Arbitration Association, Arbitration, Arbitration Agreements, Mandatory Arbitration Clauses, Pre-approval

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Aurora Kaiser

Employment Law Commentary -- Volume 25, Issue 3 -- March 2013

In This Issue: - Pregnancy Disability Leave in California: What Should Employers Be Expecting?: Last year, the Department of Fair Employment and Housing (“DFEH”) implemented new regulations interpreting the…more

CFRA, DFEH, Disability Discrimination, Disability Leave, FEHA

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Joe Kanada

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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David H. Kaufman

CFTC Proposes Speculative Position Limits – Again

On November 5, 2013, the Commodity Futures Trading Commission (“CFTC” or “Commission”) proposed new speculative position limits. The proposal (“New Proposal”) would establish spot-month and non-spot-month limits for 28 core…more

CFTC, Compliance, Dodd-Frank, Futures, Position Limits

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Jacob Michael Kaufman

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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Rebekah Kaufman

Calif. Case Limits Health Care Data Breach Claims

The California Court of Appeal recently limited plaintiffs’ ability to state a claim under the California Medical Information Act (CMIA), Cal. Civ. Code §§ 56 et seq., and their ability to get statutory damages under the act…more

Data Breach, Data Protection, Healthcare, PHI

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Grant Kim

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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Gabriela Kipnis

“All Natural” False Advertising Suit Dismissed: Ingredient List Saves the Day for Nature Valley Bars

A federal judge in Minnesota recently dismissed a putative class action accusing General Mills of falsely advertising its Nature Valley granola bars as “100% Natural.” Chin et al. v. General Mills, Inc., Case No…more

Class Action, False Advertising, Food Labeling, General Mills, Motion to Dismiss

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Spencer Klein

Using Contingent Consideration to Bridge the Value Gap in Acquisitions of Publicly Traded Life Science Companies

M&A activity remains in the doldrums as we enter 2014. According to FactSet Mergerstat, in 2013, 446 transactions were announced involving a U.S. buyer or target in the life sciences sector, as compared to 527 in 2012. Many…more

Acquisitions, Life Sciences, Pharmaceutical

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Angela Kleine

The CFPB Targets Mortgage Reinsurance Yet Again

The Consumer Financial Protection Bureau filed an administrative enforcement action against PHH Corporation, alleging a nearly 15-year “mortgage insurance kickback scheme” by its mortgage origination and reinsurance subsidiaries…more

CFPB, Compliance, Enforcement, Enforcement Actions, Mortgages

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Thomas Knox

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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Tomoki Kodama

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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Kenneth Kohler

The Volcker Rule: Impact of the Final Rule on Securitization Investors and Sponsors

On December 10, 2013, the Federal Reserve, FDIC, OCC, SEC and CFTC (the “Agencies”) issued the long-awaited final rule (the “Final Rule”) implementing the Volcker Rule. The Volcker Rule generally prohibits banking entities — a…more

Banks, CFTC, FDIC, Federal Reserve, Foreign Banks

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Kara M. Kraman

MoFo New York Tax Insights - Volume 5, Issue 4 - April 2014

In This Issue: City ALJ Holds First Amendment Requires Exercise of Discretionary Authority for Sourcing Receipts from Providing Credit Ratings; Tribunal Affirms Partial Day Count for Statutory Residency Purposes; ALJ Finds…more

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Matthew Kreeger

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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Rachel Krevans

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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Neeraj Kumar

Effective Date for TRACE Dissemination of 144A Data

As we reported in a previous post, the SEC approved amendments to FINRA Rules 6750 and 7730, and TRACE dissemination procedures for Rule 144A trade data. FINRA has announced that these amendments will go into effect beginning…more

FINRA, Rule 144A, SEC, TRACE

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Shinichiro Kurahara

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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Dina Kushner

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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Kenneth Kuwayti

Supreme Court Unanimously Holds Burden of Proving Infringement Does Not Shift to Licensees in Declaratory Judgment Actions

The Supreme Court's decision last week in Medtronic v. Mirowski Family Ventures, LLC clarifies once again that patent holders bear the burden of proving patent infringement—even in declaratory judgment actions brought by…more

Burden of Proof, Evidence, Infringement, Medtronic v Boston Scientific, Medtronics

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Donald Lampe

FDCPA & More: CFPB Considers “Modern” Methods of Consumer Communications

On November 12, 2013, the Consumer Financial Protection Bureau (“CFPB” or “Bureau”) published an advance notice of proposed rulemaking (“ANPR”) in the Federal Register seeking information from the public about the operations,…more

CFPB, Creditors, Debt Collection, FCRA, FDCPA

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Sue Landsittel

Challengers Double Down on Opposition to California’s Carbon Allowance Auctions

A second lawsuit has been filed challenging one of the centerpieces of California’s innovative cap-and-trade climate change regulatory program: the auction process implemented by the California Air Resources Board (CARB) to…more

California Air Resources Board, Cap-and-Trade, Carbon Auctions, Carbon Emissions, Standing

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Linda Lane

CPSC Imposes Comprehensive Compliance Programs in Two Settlements, Warns this is the Wave of the Consumer Products Future

It is no news that Section 15(b) of the Consumer Product Safety Act (the Act) requires immediate reporting to the Consumer Product Safety Commission (CPSC) of any information which could support the conclusion that a product…more

Compliance, CPSC, Reporting Requirements, Safety Precautions, Settlement

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Leslie Lao

State + Local Tax Insights -- Spring 2013

In This Issue: Factor Representation: Is It Unconstitutional for a State to Have It Both Ways?; Upcoming Speaking Engagements; Expanded California Sales and Use Tax Exclusions for Advanced Manufacturing Projects; and…more

Apportionment, Business Income, Factor Representation, Sales & Use Tax

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K. Alyse Latour

AT&T Case Confirms GAO's Broad View Of Waiver Authority

The U.S. Government Accountability Office recently opened the door for government agencies to use their waiver authority under the Federal Acquisition Regulation, Subpart 9.5, during a protest to render academic a protester’s…more

AT&T, GAO, Marine Corps, Waivers

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Matthew Lau

Managing Offshore Holding Companies from China: Recent Case May Suggest Increased Tax Risk

As our readers know, foreign investments into the People’s Republic of China (“PRC”) are typically structured through one or more holding companies domiciled in offshore jurisdictions. Planned and implemented properly, an…more

Bank Holding Company, China, Foreign Investment, Offshore Funds

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Meimay Law

Tax Talk -- Volume 6, No. 3 -- October 2013

In This Issue: A Primer on the Medical Device Excise Tax; FATCA Registration Begins; In re Downey Financial Corp. (U.S. Bankr. Court Dist. of Delaware 10/8/2013); In re NetBank (11th Cir. 9/10/2013); and In re BankUnited…more

Affordable Care Act, Excise Tax, FATCA, FDA, IRS

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J. Alexander Lawrence

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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Colette LeBon

“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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Lewis Gavin Lee

Structured Thoughts: Volume 5, Issue 2 - February 20, 2014

In This Issue: Opinions and Warnings – ESMA’s Views on Complex Products; SEC Releases Draft Strategic Plan; Distributing Structured Notes from a Regulation S Platform; and Non-U.S. Equity Underliers and Exchange Rate…more

Complex Financial Products, Compliance, ESMA, EU, Financial Regulatory Reform

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Rose Lee

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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Jessica Lehrman

The Second Circuit’s Aereo Math: One Copy + One Subscriber ≠ Public Performance

Last week­—the week of May 12, 2013­—proved to be an eventful week for Aereo. On May 14, 2013, the controversial broadcast television streaming service filed a motion for summary judgment in the Southern District of New…more

Aereo, Copyright, Summary Judgment, Television Broadcast Stations, The Copyright Act

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Ezra Levine

Financial Services Report - Spring 2013

Editor’s Note - This is a dignified law firm newsletter, not like the “Brand X” versions. You won’t find pandering, attention-grabbing stories about Justin Bieber, Kim Kardashian, Ashton Kutcher, Prince William, or…more

Arbitration, Barack Obama, CFPB, China, Credit Reports

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Jeremiah Levine

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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Daniel Levison

Anti-Corruption Developments to Expect in Asia in 2014

Recent anti-corruption enforcement developments in Asia should serve as a call to action for international and domestic companies operating in the region. In light of these developments — which include increased enforcement (and…more

Anti-Corruption, Asia, Compliance

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Rita Lin

CFPB Sues CashCall for Debt Collection on Online Payday Loans

The Consumer Financial Protection Bureau (CFPB) last week sued CashCall for collecting debts originated by an online payday lender affiliated with an Indian tribe. Notably, the suit alleges a violation of federal law based on…more

CFPB, Compliance, Debt Collection, Enforcement Actions, Internet Lenders

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Maureen Linch

Recently Proposed Treasury Regulations Regarding the Allocation of Partnership Recourse and Nonrecourse Liabilities Contain Significant Changes for Many Routine Partnership Transactions

On January 29, 2014, the Internal Revenue Service (“IRS”) and the Treasury Department issued proposed regulations (the “Proposed Regulations”) modifying the rules under Section 752 regarding the allocation of recourse and…more

IRS, Partnerships, Personal Liability, Professional Liability, Recourse Proceedings

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Otis Littlefield

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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Scott Llewellyn

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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Carl Loewenson, Jr.

Insider Trading Annual Review - 2013

Looking Back - 2013 witnessed several long-anticipated developments in the world of insider trading, punctuating another year of aggressive enforcement in the United States and abroad. After years of pursuit, the…more

Compliance, DOJ, Insider Trading, SEC, White Collar Crimes

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Joanna Lopatowska

The Draft EU General Data Protection Regulation: Where We Are Now and Where We Are Going

On October 25, 2013, the European Council concluded that the new Data Protection Framework should be adopted in a timely manner in order to strengthen consumer and business trust in Europe’s digital economy. The Council did,…more

Cybersecurity, Data Collection, Data Processors, Data Protection, EU

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Megan Low

You Can’t Make a Square Peg Fit in a Round Hole: California Supreme Court Holds Online Purchases of Electronically Downloadable Products Outside Scope of Song-Beverly Act

Handing a victory to online retailers, on February 4, 2013, the California Supreme Court held in a split decision that online transactions involving electronically downloadable products fall outside the scope of the Song-Beverly…more

Apple, Credit Cards, E-Commerce, Electronically Downloaded Products, Internet Retailers

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Edward Lukins

Partial offers -- Time for a revival?

Although partial offers are not particularly common, with only a handful made in the past several years, in some circumstances, they could be an attractive option for companies to consider. One of the most recent was the hostile…more

Consent, EU, London Stock Exchange, Partial Offers, Regulation

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Audrey Y. Luo

Direct Contributions of Equity Interests as Registered Capital: Now Available to Foreign-Invested Enterprises in China

On September 21, 2012, the Ministry of Commerce (“MOFCOM”) promulgated the Interim Provisions of the Ministry of Commerce for Equity Contribution in Relation to Foreign-Invested Enterprises (the “Provisions”), effective as of…more

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David M. Lynn

SEC Staff Provides More Guidance on Rule 506(d)

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor”…more

Bad Actors, Compliance, Regulation D, Rule 506 Offerings, SEC

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Christine E. Lyon

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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Xiaohu Ma

China’s SAFE Further Streamlines Forex Procedures for Foreign Direct Investment

On May 11, 2013, the State Administration of Foreign Exchange (“SAFE”) issued the Provisions for Administration of Foreign Exchange Relating to Inbound Direct Investment by Foreign Investors ( “Circular 21”), effective May 13,…more

China, Foreign Exchanges, Foreign Investment, Registration, SAFE

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Thomas Man

MIIT and Shanghai Government Confirm Telecoms Market Opening in China (Shanghai) Pilot Free Trade Zone

Following issuance over the last several months of more general policy statements promising liberalized foreign investment rules applicable to the telecommunications sector within the China (Shanghai) Pilot Free Trade Zone…more

China, Free Trade Zone, Telecommunications

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Jeremy Mandell

FinCEN Issues Additional Clarifications Regarding Bitcoin and other Convertible Virtual Currency Activities

On January 30, 2014, the Financial Crimes Enforcement Network (“FinCEN”) issued two administrative rulings that address the application of Bank Secrecy Act (“BSA”) regulations to convertible virtual currency-related activities…more

Bank Secrecy Act, Bitcoins, FinCEN, Money Services Business, Regulation X

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Jerry R. Marlatt

The Volcker Rule: Impact of the Final Rule on Securitization Investors and Sponsors

On December 10, 2013, the Federal Reserve, FDIC, OCC, SEC and CFTC (the “Agencies”) issued the long-awaited final rule (the “Final Rule”) implementing the Volcker Rule. The Volcker Rule generally prohibits banking entities — a…more

Banks, CFTC, FDIC, Federal Reserve, Foreign Banks

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Craig Martin

Internal Investigations: Best Practices

An internal investigation is any effort to gather and analyze facts to help make a decision. Morrison & Foerster managing partner Craig Martin has overseen more than a dozen such efforts. His advice..…more

Internal Investigations

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Michael Mateer

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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Brian Matsui

Will the Supreme Court Save Business Method Patents? Alice Corp. Pty. Ltd. v. CLS Bank Int’l, No. 13-298

Last week, the U.S. Supreme Court heard oral argument in Alice Corp. Pty. Ltd. v. CLS Bank Int’l (No. 13-298) to decide “[w]hether claims to computer-implemented inventions . . . are directed to patent-eligible subject matter…more

CLS Bank, CLS Bank v Alice Corp, Covered Business Method Patents, Patent Litigation, Patents

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Alistair Maughan

PUE, CUE and DCeP. Can Metrics Rescue Green IT?

Businesses’ technology estates consume ever-greater amounts of energy and, at the same time, the cost of that energy continues to escalate. Green IT initiatives seem to have little effect despite the fact that, on paper, the…more

Energy, Energy Efficiency, Green Technology, Utilities Sector

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Maggie Mayo

Watchdog Attacks Coupon Settlement in False Advertising Action

The recent filing of an amicus brief by advertising watchdog Truth in Advertising Inc. (TINA) is a good reminder that, even where there are no objectors, class action settlements are subject to attack by third parties. The…more

CAFA, Class Action, False Advertising, Settlement

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Jim McCabe

Financial Services Report - Spring 2013

Editor’s Note - This is a dignified law firm newsletter, not like the “Brand X” versions. You won’t find pandering, attention-grabbing stories about Justin Bieber, Kim Kardashian, Ashton Kutcher, Prince William, or…more

Arbitration, Barack Obama, CFPB, China, Credit Reports

See All Updates »

Patrick McCabe

New Tax Act Provides Long-Awaited Clarity and Certainty on Estate, Gift and Generation-Skipping Transfer Taxes, and Income Tax Rates

On January 1, 2013, the Senate and the House of Representatives passed the American Taxpayer Relief Act of 2012 (ATRA), averting the so-called “fiscal cliff.” The legislation, which was signed by President Obama on January 2,…more

American Taxpayer Relief Act, Charitable Donations, Estate Tax, Exemptions, Fiscal Cliff

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Whitney McCollum

Arbitration Proceedings Do Not Trigger the One-Year Bar Period for IPR

Although an inter partes review (IPR) can be a powerful weapon to challenge a patent, it comes with a key limitation: a petition for IPR cannot be filed more than one year after the requester has been "served with a complaint…more

Arbitration, Inter Partes Review Proceedings, Patent Litigation, Patent Trial and Appeal Board, Patents

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David McDowell

A Consumer Protection Ruling That Actually Protects Consumers: Fraud Prevention Allowed Under California’s Song-Beverly Act

A California court ruled last week that retailers could lawfully collect ZIP code information to reduce credit card fraud, efforts that result in lower prices for consumers. Following the California Supreme Court’s decision in…more

Credit Cards, Data Collection, Fraud, Penalties, Personally Identifiable Information

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Kate McElhone

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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James McGuire

CFPB Builds its Case Against Arbitration Clauses

INTRODUCTION - The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) mandated a Consumer Financial Protection Bureau (CFPB) study on the use of pre-dispute arbitration clauses in consumer…more

Arbitration, CFPB, Dodd-Frank, Mandatory Arbitration Clauses

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Paul D. McKenzie

MIIT and Shanghai Government Confirm Telecoms Market Opening in China (Shanghai) Pilot Free Trade Zone

Following issuance over the last several months of more general policy statements promising liberalized foreign investment rules applicable to the telecommunications sector within the China (Shanghai) Pilot Free Trade Zone…more

China, Free Trade Zone, Telecommunications

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Peter McLaughlin

DOD Issues Interim Rule on Supply Chain Security

On November 18, 2013, the U.S. Department of Defense (DOD) published an interim rule amending the Defense Federal Acquisition Regulation Supplement (DFARS) that will likely prove controversial through the inclusion of supply…more

Contractors, Cybersecurity, DFARS, DOD, National Security

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Susan McLean

Socially Aware - Volume 4, Issue 2 - December 2013

In This Issue: Peering Into the Future: Google Glass and the Law; Ownership of Business-Related Social Media Accounts; Two Circuits Address the First Amendment Status of Facebook Activity; Collaborative Consumption – Is…more

Advertising, Behavioral Advertising, First Amendment, Google, Google Glass

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Jonathan Melmed

Creeping Takeovers and Fiduciary Duties – A Recap

In In re Sirius XM Shareholder Litigation, Delaware Chancellor Strine dismissed a complaint that the Sirius board had breached its fiduciary duties by adhering to the provisions of an investment agreement with Liberty Media that…more

Acquisitions, Breach of Duty, Fiduciary Duty, Shareholder Litigation, Shareholders

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Barbara R. Mendelson

Summary of Final Rule Imposing Enhanced Prudential Standards on FBOs

Last week, the Federal Reserve Board (the “Board”) issued its long-awaited final enhanced prudential rule (Regulation YY) under Section 165 of the Dodd-Frank Act (the “Final Rule”) for bank holding companies and foreign banking…more

Banks, Dodd-Frank, FBOs, Federal Reserve, Foreign Banks

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Jeremy B. Merkelson

The CFTC Charges Civil Perjury, Even After the Witness Comes Clean

According to a recent case, a witness in a Commodity Futures Trading Commission (CFTC) investigation could be similarly condemned to oblivion – or at least enforcement action and a hefty fine – for giving false testimony, even…more

CFTC, False Statements, Lying, Perjury, Witness

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David Meyer

Supreme Court Holds that “Reverse Payment” Patent Settlements are Subject to Potential Antitrust Condemnation, but only After Full-Blown Rule of Reason Review

SUMMARY OF DECISION - In FTC v. Actavis, Inc., 570 U.S. ____ (Slip Op. June 17, 2013), the Supreme Court addressed for the first time the underlying antitrust merits of the Federal Trade Commission’s long-running campaign…more

Actavis Inc., FTC, FTC v Actavis, Generic Drugs, Patents

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Brett Miller

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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Cary Miller

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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Michael B. Miller

Not-So-Unlikely Bedfellows? The FTC and the EEOC Join Forces to Issue Guidance on Employment Background Checks

For the first time, the Federal Trade Commission (FTC) and the Equal Employment Opportunity Commission (EEOC) have worked together to publish two guidance documents about employment background checks. One document, “Background…more

Background Checks, Criminal Background Checks, EEOC, FTC

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Wells Miller

Reminder: Information Statements Due by January 31, 2013, for 2012 Incentive Stock Options and Employee Stock Purchase Plan Transactions; IRS Filings Also Required

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

Employee Stock Purchase Plans, Form 3921, Form 3922, Incentive Stock Options, IRS

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Gordon Milner

MIIT and Shanghai Government Confirm Telecoms Market Opening in China (Shanghai) Pilot Free Trade Zone

Following issuance over the last several months of more general policy statements promising liberalized foreign investment rules applicable to the telecommunications sector within the China (Shanghai) Pilot Free Trade Zone…more

China, Free Trade Zone, Telecommunications

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Takeo Mizutani

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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Jessica Moore

Hong Kong Capital Markets Quarterly News -- April 2013

In This Issue: Major Publications and Decisions; New Listing Decisions; New Guidance Letters; Enforcement News; and Regulatory Watch. - Excerpt from Major Publications and Decisions: Chain principle offer…more

Capital Markets, China, Listing Standards

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John Moore

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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Deirdre Moynihan

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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James J. Mullen, III

After Myriad Oral Argument, Supreme Court Set to Decide Patentability of Isolated Human DNA Molecules

Today, the Supreme Court of the United States heard oral argument in Association for Molecular Pathology v. Myriad Genetics, Inc. (No. 12-398) to decide the question, “Are human genes patentable?” The Court’s decision in Myriad…more

AMP v Myriad, DNA, Gene Patenting, Human Genes, Oral Argument

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Lucas Munoz

Employment Law Commentary -- Volume 25, Issue 9 -- September 2013: Where Average Isn’t Good Enough: California Courts Continue to Attack Piece-Rate and Commissions Compensation Plans

Employers who pay non-exempt employees solely on a commissions or piece-rate basis probably know by now that doing so in California is an increasingly risky proposition. Over the past few years, various California courts have…more

Minimum Wage, Non-Exempt Employees, Piece-Rate Pay, Sales Commissions, Wages

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Robyn Nadler

Convertible Bonds – an Overview

Since 2009, approximately 10 issuances of convertible bonds (“CBs” or “bonds”) have been made by Hong Kong-listed companies. CBs are useful financing tools for companies, especially for small- to mid-sized fast-growing…more

Bonds, Convertible Bonds, Funding

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Ali Nardali

California Reduces Section 409A Penalty

In a victory for California employers and employees, on October 4, 2013, Governor Edmund G. Brown Jr. signed into law California Assembly Bill 1173 (“Bill 1173”), which reduces California’s additional tax on income for…more

Compensation Agreements, Penalties, Section 409A

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Daniel A. Nathan

A Blast from the Past: The SEC Fines Investment Adviser/Broker-Dealer for Breakpoint Violations

In a case reminiscent of the “breakpoint” enforcement actions brought 10 years ago by securities regulators, the SEC recently found that a registered investment adviser and broker-dealer overcharged clients because it improperly…more

Broker-Dealer, Enforcement Actions, Fees, Investment Adviser, SEC

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Natalie Naugle

High Court Decision In Pom V. Coke Could End Food Wars

The U.S. Supreme Court has decided to wade into a battle between Pom Wonderful and The Coca-Cola Co. over whether the labels on Coke’s Minute Maid pomegranate-blueberry juice blend violate the Lanham Act’s prohibition against…more

Coca Cola, False Advertising, Lanham Act, POM Wonderful, SCOTUS

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Lauren Navarro

New FINRA Supervision Rules Impact Broker-Dealers’ Insider Trading Procedures and Supervisory Controls

Financial Industry Regulatory Authority (FINRA) rules require member firms to establish and maintain a system of written procedures to supervise the activities of its members. On December 23, 2013, the SEC approved new FINRA…more

Broker-Dealer, Compliance, FINRA, Insider Trading, SEC

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Roberta Nero

State and Local Tax Insights -- Winter 2013

In This Issue: Sales Tax Nexus Developments in California and Beyond: A Year in Review; Upcoming 2013 Speaking Engagements; Recent MoFo State + Local Taxpayer Victories; Exploring the Subject to Tax Exception to Addback…more

Amazon, Internet, Internet Retailers, Sales & Use Tax

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Mitchell Newmark

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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James Nguyn

GAO Recommends Consideration of New Privacy Rules for Mobile Technologies

On November 15, 2013, the U.S. Government Accountability Office (“GAO”) released a report it had previously delivered to the U.S. Senate Committee on Commerce, Science and Transportation (“Committee”) that focuses on identifying…more

GAO, Mobile Devices, Privacy Policy

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Pablo Nichols

Recent FCA Decision Has Important Implications for Contractor Disclosures to the Government

A recent decision from the U.S. District Court for the Eastern District of Virginia has important implications for government contractors that make mandatory disclosures of improper conduct to the U.S. Government. In U.S. ex…more

DOD, False Billing, False Claims Act, Federal Contractors, OIG

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Robert Nichols

Investment Firm Pays $720,000 Civil Penalty for Purchasing Additional Shares without Filing HSR

At the request of the Federal Trade Commission (FTC), the U.S. Department of Justice (DOJ) last week filed civil charges against MacAndrews & Forbes Holdings Inc. (MacAndrews) for failing to comply with the Hart-Scott-Rodino Act…more

Civil Monetary Penalty, DOJ, FTC, Hart-Scott-Rodino Act, Investors

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Amy F. Nogid

State + Local Tax Insights -- Winter 2014

In This Issue: Ringing in the New Year: Issues from 2013 That Will Likely Impact 2014; Upcoming Speaking Engagements; Defending Against Penalties; and Dueling “Doing Business” Interstate-Commerce Exemptions: Anachronistic…more

Internet Taxation, Interstate Commerce, Penalties, SALT, State Taxes

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Thomas J. Noto

Financial Services Report - Quarterly News, Winter 2013

Editor’s Note - Stuff didn’t happen this quarter. Lots of it. The federal government didn’t happen for two weeks in October, which caused some to celebrate and others to wring their hands and clamor for a strong,…more

Affordable Care Act, CARD Act, HAMP, Healthcare, HMDA

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Michael O'Bryan

Kahn v. MF Worldwide Corp. The Delaware Supreme Court Affirms In re MFW Holding That a Going-Private Transaction May Gain the Benefit of Business Judgment Review

On March 14, 2014, the Delaware Supreme Court decided Kahn v. MF Worldwide Corp. and unanimously affirmed the Chancery Court’s ruling in In re MFW. As we discussed previously, in In re MFW, then-Chancellor (now Chief Justice)…more

Business Judgment Rule, Going-Private Transactions, MFW, Shareholder Litigation, Shareholders

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Julie O'Neill

Socially Aware - Volume 5, Issue 1 - January/February 2014

In This Issue: FFIEC Issues Final Guidance on Social Media Usage by Financial Institutions; Uncovering a Line in the Sand: Employee Social Media Use and the NLRA; Website Operators Await Final Guidance Regarding…more

Disclosure, Do Not Track, FFIEC, First Amendment, Mobile Apps

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William O’Connor

Ventress III Provides Another Tool for Airlines: Ninth Circuit Says Federal Aviation Act Preempts Pilot’s State Law Employment Claims

On March 28, 2014, the Ninth Circuit strengthened its Federal Aviation Act (the “Act”) preemption jurisprudence, holding that state law claims for retaliation and constructive termination are preempted under the Act when they…more

Airline Employees, Airlines, Federal Aviation Act, Preemption, Retaliation

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Randy Omid

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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Eric Pai

Patent Troll Legislation Stuck in Fee-Shifting Debate

Patent reform legislation has garnered much national attention over the past year, as Congress has introduced numerous proposals to curb perceived litigation abuse by patent trolls. (See our previous alert here.) The House of…more

Fee-Shifting Statutes, Patent Litigation, Patent Trolls, Patents

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Jessica Palmer

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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Heidi Pang

Hong Kong Stock Exchange Publishes Rule Changes to Complement SFC’s New Sponsor Regime

On July 23, 2013, the Hong Kong Stock Exchange published changes to its Listing Rules which complement the SFC’s new regime regarding sponsors. Both sets of changes will come into effect on October 1, 2013, except for two of the…more

China, Hong Kong, Listing Standards, SEHK, SFC

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William Pardue

State + Local Tax Insights -- Spring 2013

In This Issue: Factor Representation: Is It Unconstitutional for a State to Have It Both Ways?; Upcoming Speaking Engagements; Expanded California Sales and Use Tax Exclusions for Advanced Manufacturing Projects; and…more

Apportionment, Business Income, Factor Representation, Sales & Use Tax

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Julie Y. Park

“Brand” New Law: Illinois Court Holds Brand Manufacturers Owe Duty of Care to Generic Users

Last week, a federal district court in Illinois held that GlaxoSmithKline (GSK), a branded drug manufacturer, owed a duty of care to a patient who took the generic version of its drug. Dolin v. SmithKline Beecham Corp., No…more

Brand, Generic Drugs, GlaxoSmithKline, Pharmaceutical, Prescription Drugs

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Brandon Parris

Amending California's dissenters' rights statute

Originally published in the Daily Journal on December 21, 2012. On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights…more

Acquisitions, Dissenters Rights, Fair Market Value, Mergers, Shareholder Rights

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Purvi Patel

A Consumer Protection Ruling That Actually Protects Consumers: Fraud Prevention Allowed Under California’s Song-Beverly Act

A California court ruled last week that retailers could lawfully collect ZIP code information to reduce credit card fraud, efforts that result in lower prices for consumers. Following the California Supreme Court’s decision in…more

Credit Cards, Data Collection, Fraud, Penalties, Personally Identifiable Information

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Suhna Pierce

Preventing Corruption While Protecting Personal Information

Multinational businesses are subject to a patchwork of laws of the various jurisdictions in which they operate. Complying with the myriad rules and regulations can be challenging. Compliance obligations vary from one country to…more

Anti-Corruption, Compliance, Consent, Corruption, Data Protection

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Anna T. Pinedo

Tax Talk -- Volume 7, No. 1 -- April 2014

In This Issue: - FATCA Update: IRS Releases New Regulations, New Forms, and New IGAs - No Rule Policy on MLPs - IRS Introduces New Grandfather Rule for Equity-Linked Instruments Under Section 871(m) - Rev. Proc…more

FATCA, IGAs, IRS, MLPs, Mortgage REITS

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Bernie Pistillo

Recently Proposed Treasury Regulations Regarding the Allocation of Partnership Recourse and Nonrecourse Liabilities Contain Significant Changes for Many Routine Partnership Transactions

On January 29, 2014, the Internal Revenue Service (“IRS”) and the Treasury Department issued proposed regulations (the “Proposed Regulations”) modifying the rules under Section 752 regarding the allocation of recourse and…more

IRS, Partnerships, Personal Liability, Professional Liability, Recourse Proceedings

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Obrea O. Poindexter

CFPB Announces Potential Model Packaging Disclosures for GPR Prepaid Cards

On March 18, 2014, the Consumer Financial Protection Bureau (CFPB) continued its long march toward regulating general-purpose reloadable (GPR) prepaid cards by releasing te