Ropes & Gray LLP

Game On! Recent Legal Developments and Tax Issues for Collegiate Athletics

This is a period of unprecedented change for collegiate athletics, with potentially surprising tax consequences to the parties involved. Within the past six months, a federal district court held that the antitrust laws prevent…more

Athletes, College Athletes, Colleges, Income Taxes, NCAA

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Bankruptcy Court Holds That Secured Creditors Can Be “Crammed Down” With Below-Market Rate Replacement Notes

On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cramdown, Interest Rates

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New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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Supreme Court's Ruling in Koontz Extends Concept of Unconstitutional Takings to Monetary Exactions

Introduction - At first glance, the Supreme Court’s recent decision in Coy A. Koontz, Jr. v. St. Johns River Water Management District, 570 U.S. ___ (2013), improves the ability of real estate developers to obtain permits…more

Entitlements, Koontz v St John's River Water Management, Land Developers, Mitigation, Nollan v California Coastal Commission

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The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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U.S. Administrative Law Judge Suspends Chinese Affiliates of “Big Four” Accounting Firms

In a surprising turn in the long-running and widely reported dispute between the Securities and Exchange Commission (“SEC”) and the Chinese affiliates of the “Big Four” accounting firms, on January 22, 2014, a U.S…more

Accounting, Audits, China, Compliance, Enforcement Actions

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Supreme Court Rules that the “Clear Error” Standard Applies When Factual Determinations Underlying Claim Construction Are Reviewed on Appeal in Teva v. Sandoz

On January 20, 2015, the Supreme Court, in a 7-2 decision, held in Teva Pharms. USA, Inc. v. Sandoz, Inc., that an appellate court must apply a “clear error” standard of review when assessing a trial judge’s resolution of…more

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New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

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The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -…more

Blackberry, CFIUS, Change in Control, Class Action, Controlling Stockholders

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Bankruptcy Court Holds That Secured Creditors Can Be “Crammed Down” With Below-Market Rate Replacement Notes

On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cramdown, Interest Rates

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Courts Continue to Dismiss Shareholder Suits Based on FCPA Violations

On March 16, 2015, Judge Paul G. Gardephe of the Southern District of New York dismissed a shareholder derivative suit filed by Sylvia Pritika against the CEO and others of Avon Products Inc. ("Avon") alleging breach of…more

Avon, Breach of Duty, Class Action, Corporate Counsel, Derivative Suit

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China Announces Revised Good Clinical Practices for Public Comments

The China Food and Drug Administration (“CFDA”) recently released its proposed revisions to Good Clinical Practices (“GCP”) for pharmaceutical clinical studies for public comments. The proposed revisions, if eventually…more

CFDA, China, Clinical Laboratories, Clinical Trials, Pharmaceutical

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Supreme Court Holds “Good-Faith Belief in Invalidity” Is No Defense to Induced Infringement

On May 26, 2015, the Supreme Court held in Commil USA, LLC v. Cisco Systems, Inc. that a defendant’s good-faith belief in the invalidity of the patent-in-suit is not a defense to induced infringement under 35 U.S.C. § 271(b)…more

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

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PTO Formally Issues First Set of New Changes to PTAB Rules, Including Increased Page Limits for Petitioner Replies and Patent Owner Motions to Amend

The U.S. Patent & Trademark Office (PTO) has issued several rule amendments that it refers to as “ministerial changes” to procedures for post-grant proceedings before the Patent Trial and Appeal Board (PTAB), including Inter…more

Covered Business Method Proceedings, Inter Partes Review Proceedings, Patents, Post-Grant Review, USPTO

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Reform of the Audit Market in the EU – Implications For Borrowers and Loan Documentation

A legislative package for the reform of the audit market in the EU has this month been approved by the EU Parliament and adopted by the Council of the European Union. Listed companies will need to change the firms that audit…more

Audits, Deloitte, Ernst & Young, EU, KPMG

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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Shooting for Effective Anti-Corruption Compliance: A Look at Recent Developments in Brazil

A recently disclosed bribery scandal related to the 2014 FIFA World Cup in Brazil, along with other anti-corruption developments in Brazil, has reinforced the importance of implementing effective compliance policies and…more

Brazil, Bribery, Clean Companies Act, FIFA, Government Investigations

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The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -…more

Blackberry, CFIUS, Change in Control, Class Action, Controlling Stockholders

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak Due Diligence Can Expose Advisors and Their Deal Teams

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted…more

China, Compliance, Due Diligence, Enforcement Actions, Foreign Investment

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D.C. Circuit Creates Split in Authority on Applicability of False Claims Act “First-to-File” Bar

The U.S. Court of Appeals for the D.C. Circuit recently affirmed the dismissal of a False Claims Act (“FCA”) complaint in United States ex rel. Shea v. Cellco Partnership, 2014 WL 1394687 (D.C. Cir. Apr. 11, 2014) for failure to…more

False Claims Act, First-to-File, Telecommunications, Verizon

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D.C. Circuit Issues Ruling in Important CFIUS Case

The D.C. Court of Appeals recently issued a landmark decision in Ralls Corporation v. Committee on Foreign Investment in the United States (CFIUS), No. 13-5315, slip. op. (D.C. Cir. July 15, 2014), that could have far-reaching…more

Appeals, Barack Obama, CFIUS, Defense Production Act, Divestiture

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Supreme Court Rules that TTAB Decisions Can Have Preclusive Effect in Federal Court

On March 24, 2015, in a trademark dispute captioned B&B Hardware Inc. v. Hargis Indus., Inc., No. 13-352, the United States Supreme Court determined that “likelihood of confusion for purposes of registration [of a trademark] is…more

Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement, Trademark Trial and Appeal Board

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SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by…more

Enforcement, Enforcement Actions, Investment Adviser, Misallocation of Funds, Private Equity

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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One Step Away: European Parliament Approves New Clinical Trials Regulation

On April 2, 2014, the European Parliament approved the new clinical trials regulation (the “Regulation”) for the European Union (“EU”), with 594 votes in favor, 17 opposed and 13 abstentions. The European Parliament approved the…more

Clinical Trials, EU

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Supreme Court Unanimously Upholds FCA Statute of Limitation Defense and Clarifies Applicability of the First-to-File Bar in KBR Case

Tuesday, the Supreme Court of the United States released a unanimous opinion in Kellogg Brown & Root Services Inc. v. United States ex rel. Carter, resolving a pair of open procedural questions that frequently arise in False…more

Defense Contracts, False Claims Act, First-to-File, Fraudulent Charges, KBR (formerly Kellogg Brown & Root)

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U.S. Department of Justice Files False Claims Action Against 3 PODs and Physician Investors for Physician and Hospital Claims

On September 8, 2014, the U.S. Department of Justice (DOJ) filed a False Claims Act (FCA) case in the Central District of California against Reliance Medical Systems, two related distributors (Apex Medical Technologies and…more

DOJ, False Claims Act, Hospitals, Kickbacks, Physician-Owned Distributors

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European Union Negotiations Reach Agreement on New Clinical Trials Regulation

The European Union (“EU”) has cleared the way for adoption of a new clinical trials regulation within the EU. On December 20, 2013, the Committee of Permanent Representatives of the European Union endorsed proposed revisions to…more

Clinical Trials, Data Protection, EU, Informed Consent, Peer Review

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Supreme Court Rules that TTAB Decisions Can Have Preclusive Effect in Federal Court

On March 24, 2015, in a trademark dispute captioned B&B Hardware Inc. v. Hargis Indus., Inc., No. 13-352, the United States Supreme Court determined that “likelihood of confusion for purposes of registration [of a trademark] is…more

Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement, Trademark Trial and Appeal Board

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SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by…more

Enforcement, Enforcement Actions, Investment Adviser, Misallocation of Funds, Private Equity

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Legal Challenges to Europe’s Unitary Patent System Nearing an End

The European Patent System is in the final stages of a significant change. On November 18, 2014, European Union Advocate General Yves Bot issued a press release affirming his opinion that the European Court of Justice should…more

EU, European Court of Justice, Unified Patent Court, Unified Patent System

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One Step Away: European Parliament Approves New Clinical Trials Regulation

On April 2, 2014, the European Parliament approved the new clinical trials regulation (the “Regulation”) for the European Union (“EU”), with 594 votes in favor, 17 opposed and 13 abstentions. The European Parliament approved the…more

Clinical Trials, EU

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Play Nice: Recent eDiscovery Decision Emphasizes Consistent Cooperation

In the weeks since Magistrate Judge Leen denied a late request to use predictive coding in a case before her, the e-discovery world is still abuzz over certain language included in her ruling. In the case in question,…more

Disclosure Requirements, Discovery, Electronically Stored Information

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Nomi FTC Settlement Highlights Risks of Publicizing Company Privacy Policies

A closely divided Federal Trade Commission (“FTC” or the “Commission”) has signaled support for the agency’s recent focus on mobile device privacy. On April 23, 2015, the five-member Commission voted 3-2 to accept a proposed…more

Consent Order, Corporate Counsel, Data Collection, FTC, Misrepresentation

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New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

See All Updates »

Game On! Recent Legal Developments and Tax Issues for Collegiate Athletics

This is a period of unprecedented change for collegiate athletics, with potentially surprising tax consequences to the parties involved. Within the past six months, a federal district court held that the antitrust laws prevent…more

Athletes, College Athletes, Colleges, Income Taxes, NCAA

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

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IRS Releases Q&A on Elections and Reimbursements in Cafeteria Plans Post-DOMA

On December 16, the IRS released Notice 2014-1, providing additional guidance on administration of employee benefit plans in light of the Supreme Court’s June 26, 2013 decision in United States v. Windsor. Windsor invalidated a…more

Adoption, Benefit Plan Sponsors, Cafeteria Plans, Dependent Care, DOMA

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Reform of the Audit Market in the EU – Implications For Borrowers and Loan Documentation

A legislative package for the reform of the audit market in the EU has this month been approved by the EU Parliament and adopted by the Council of the European Union. Listed companies will need to change the firms that audit…more

Audits, Deloitte, Ernst & Young, EU, KPMG

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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The Disclosure Duties Owed by Banks as Agents to Lenders

The Chancery Division recently handed down its judgment on a hedge fund law suit brought against an agent bank for failing to disclose certain information regarding the borrower’s declining financial health and the occurrence of…more

Agents, Banks, Borrowers, Commercial Real Estate Contracts, Duty to Disclose

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Split Federal Circuit Panel Rules that Direct Infringement by Multiple Parties Requires Agency Relationship, Contractual Arrangement, or Joint Enterprise

On May 13, 2015, a three-judge panel of the Federal Circuit issued its long-awaited opinion on remand in Akamai Techs., Inc. v. Limelight Networks, Inc. This decision came in the wake of the Federal Circuit’s en banc decision…more

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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D.C. Circuit Creates Split in Authority on Applicability of False Claims Act “First-to-File” Bar

The U.S. Court of Appeals for the D.C. Circuit recently affirmed the dismissal of a False Claims Act (“FCA”) complaint in United States ex rel. Shea v. Cellco Partnership, 2014 WL 1394687 (D.C. Cir. Apr. 11, 2014) for failure to…more

False Claims Act, First-to-File, Telecommunications, Verizon

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Supreme Court Relaxes Standard For Determining Whether A Case Is Exceptional In Patent Litigation While Raising The Standard Of Review

On April 29, 2014, the Supreme Court issued two decisions relating to the determination of whether a case is exceptional and award of attorneys’ fees in patent litigation. The cases are Octane Fitness, LLC v. Icon Health &…more

Attorney's Fees, Brooks Furniture, Highmark v. Allcare, Octane Fitness v. ICON, Patent Infringement

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New ISDA Protocol Will Limit Buy-Side Remedies in a Financial Institution Failure

The ISDA 2014 Resolution Stay Protocol, published on November 12, 2014, by the International Swaps and Derivatives Association, Inc. (ISDA), represents a significant shift in the terms of the over-the-counter derivatives market…more

Banking Crisis, Bankruptcy Code, Derivatives, Dodd-Frank, Financial Institutions

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New Credit Default Swap Terms to Be Implemented in September 2014

Earlier this year, the International Swaps and Derivatives Association Inc. (ISDA) published the 2014 Credit Derivatives Definitions (the 2014 Definitions). The 2014 Definitions introduce a new government bail-in Credit Event…more

Credit Default Swaps, Foreign Jurisdictions, Swaps

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Bankruptcy Court Holds That Secured Creditors Can Be “Crammed Down” With Below-Market Rate Replacement Notes

On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cramdown, Interest Rates

See All Updates »

Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Supreme Court Confirms ERISA Fiduciaries’ Duty to Monitor, Leaving Contours to Lower Courts

On May 18, 2015, the Supreme Court of the United States confirmed the existence of an independent duty on the part of ERISA plan fiduciaries to continuously “monitor” retirement plan investments and remove those that are…more

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Landlords Welcome Landmark Decision In Re Game Station

LONDON - The Court of Appeal in the case of Re Game Station has held that rent payable by a tenant that enters administration is a priority expense of the administration while the leasehold premises are being used for the…more

Apportionment, Rent, UK

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SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges…more

Australia, Bribery, China, Corporate Counsel, Enforcement Actions

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Ropes & Gray Welcomes Supreme Court Decisions in Proposition 8 and Defense of Marriage Act Cases

On June 26 the Supreme Court issued two important rulings in favor of equal human dignity, and Ropes & Gray is proud to have joined with many other organizations to help bring about these landmark decisions. Through its…more

COBRA, DOMA, Due Process, Employee Benefits, Equal Protection

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FTC Announces Revised Thresholds for Interlocking Directorates

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 21, 2015…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, The Clayton Act

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Massachusetts Attorney General Releases Charity CEO Compensation Report

On December 19, the Non-Profit Organizations/Public Charities Division of the Massachusetts Office of the Attorney General released the results of a “focused review” of CEO compensation at 25 of the Commonwealth’s largest…more

Attorney Generals, CEOs, Deferred Compensation, Executive Compensation, Reporting Requirements

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The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects…more

Assignments, Bad Faith, Bundling Rules, Disparate Impact, DOJ

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The Fifth Circuit Weighs in on Vicarious Liability under the Anti-Kickback Act

In a recent case of first impression, the Fifth Circuit broadly interpreted civil liability for government contractors under § 8706(a)(1) of the Anti-Kickback Act (the “AKA”). In United States ex rel. Vavra et al. v. Kellogg…more

Anti-Kickback Statute, General Contractors, Vicarious Liability

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Supreme Court Unanimously Reverses Federal Circuit’s En Banc Decision In Limelight v. Akamai and Rejects The Application Of Induced Infringement Under § 271(b) To Situations Where There Is No Direct Infringer Under § 271(a)

On June 2, 2014, the Supreme Court in Limelight Networks, Inc. v. Akamai Techs., Inc., No. 12-786, ruled that a party can be liable for induced infringement under § 271(b) only when one party has committed direct infringement…more

Akamai Technologies, Appeals, Certiorari, Divided Infringement, En Banc Review

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The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

See All Updates »

Supreme Court Unanimously Upholds FCA Statute of Limitation Defense and Clarifies Applicability of the First-to-File Bar in KBR Case

Tuesday, the Supreme Court of the United States released a unanimous opinion in Kellogg Brown & Root Services Inc. v. United States ex rel. Carter, resolving a pair of open procedural questions that frequently arise in False…more

Defense Contracts, False Claims Act, First-to-File, Fraudulent Charges, KBR (formerly Kellogg Brown & Root)

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EMIR – European Commission Responds to Draft RTS on IRS Clearing

The European Commission has publicized its decision to endorse draft regulatory technical standards (“RTS”) submitted to it by the European Securities and Markets Authority (“ESMA”) on the clearing of interest rate OTC…more

Derivatives, EMIR, ESMA, EU, European Commission

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Major Reforms for New York Nonprofits Signed Into Law

On December 18, 2013, almost six months after the Non-Profit Revitalization Act of 2013 (the “Act”) passed the New York State Legislature, New York Governor Andrew Cuomo signed the Act into law. The Act amends the patchwork of…more

Andrew Cuomo, Audits, Conflicts of Interest, Corporate Governance, Executive Compensation

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Patent Trial and Appeal Board Rejects Petitions for Covered Business Method Patent Review of Orange Book-Listed Patents Claiming Methods of Controlling Access to Sensitive Drugs

On January 13, 2015, the Patent Trial and Appeal Board (PTAB) denied institution of four Covered Business Method (CBM) patent reviews of Orange Book-listed patents owned by Jazz Pharmaceuticals plc (“Jazz”), holding that the…more

America Invents Act, Covered Business Method Proceedings, Jazz Pharmaceuticals, Patent Trial and Appeal Board, Patents

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

See All Updates »

U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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Volcker Rule Final Regulations: The Effect on Private Fund Sponsors and Investors

In time for the holidays, the long-awaited Volcker Rule final regulations arrived on Tuesday, December 10, 2013. Many of the comments of domestic mutual funds, foreign public funds, insurance companies and foreign banking…more

Benefit Plan Sponsors, Compliance, Covered Entities, Private Funds, Volcker Rule

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The Fifth Circuit Weighs in on Vicarious Liability under the Anti-Kickback Act

In a recent case of first impression, the Fifth Circuit broadly interpreted civil liability for government contractors under § 8706(a)(1) of the Anti-Kickback Act (the “AKA”). In United States ex rel. Vavra et al. v. Kellogg…more

Anti-Kickback Statute, General Contractors, Vicarious Liability

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California Attorney General Issues Guidance on Do Not Track

In 2013, the California Legislature passed a tracking transparency bill, AB 370, which amended the California Online Privacy Protection Act (“CalOPPA”). AB 370 requires commercial website operators to inform users of how they…more

Amended Regulation, Attorney Generals, Best Management Practices, CalOPPA, Data Protection

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Recent Developments and Trends for Exempt Organizations

Recent months have been eventful for exempt organizations and their advisors. While fundamental tax reform remains a possibility, with a number of proposals on the table that would significantly change the rules for exempt…more

501(c)(3), Exempt Organizations, IRS, Legislative Agendas, Tax Extenders

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IRS Releases Q&A on Elections and Reimbursements in Cafeteria Plans Post-DOMA

On December 16, the IRS released Notice 2014-1, providing additional guidance on administration of employee benefit plans in light of the Supreme Court’s June 26, 2013 decision in United States v. Windsor. Windsor invalidated a…more

Adoption, Benefit Plan Sponsors, Cafeteria Plans, Dependent Care, DOMA

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges…more

Australia, Bribery, China, Corporate Counsel, Enforcement Actions

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Supreme Court Sets New Test in Lexmark for Whether a Party Has Standing to Bring a False Advertising Claim under the Lanham Act

On March 25, 2014, the Supreme Court in Lexmark International, Inc. v. Static Control Components, Inc., No. 12-873 (Mar. 25, 2014), ruled that a two-part inquiry pairing the zone-of-interests test and a proximate-cause…more

False Advertising, Lanham Act, Lexmark, Lexmark v Static Control Components, SCOTUS

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Reform of the Audit Market in the EU – Implications For Borrowers and Loan Documentation

A legislative package for the reform of the audit market in the EU has this month been approved by the EU Parliament and adopted by the Council of the European Union. Listed companies will need to change the firms that audit…more

Audits, Deloitte, Ernst & Young, EU, KPMG

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UK Treasury releases Consultation Paper under MiFID II

Following the Financial Conduct Authority’s (“FCA”) release of its discussion paper on implementation of the revised Markets in Financial Instruments Directive (“MiFID II”) on 26 March 2015, the UK Treasury released on 27 March…more

Discussion Draft, Financial Conduct Authority, MiFID, Treasury, UK

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First Circuit Affirms District Court’s Discretion to Limit the Scope of Discovery in False Claims Act Case

Last month, the United States Court of Appeals for the First Circuit in United States ex rel. Duxbury v. Ortho Biotech Products, L.P., No. 12-2141, 2013 WL 2501930 (1st Cir. June 12, 2013) (“Duxbury II”) affirmed the district…more

Discovery, False Claims Act, Public Disclosure

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Delaware Supreme Court Disclaims Court of Chancery’s Conclusions on Fiduciary Duties of Managers of Delaware LLCs

In an opinion issued on November 7, 2012, the Delaware Supreme Court left open the long-standing question of whether the Delaware Limited Liability Company Act imposes default fiduciary duties on managers of Delaware LLCs in the…more

Fiduciary Duty, LLC, Real Estate Market

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Supreme Court Rules that TTAB Decisions Can Have Preclusive Effect in Federal Court

On March 24, 2015, in a trademark dispute captioned B&B Hardware Inc. v. Hargis Indus., Inc., No. 13-352, the United States Supreme Court determined that “likelihood of confusion for purposes of registration [of a trademark] is…more

Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement, Trademark Trial and Appeal Board

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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Supreme Court Decides Nautilus v. BioSig and Unanimously Eliminates Federal Circuit’s “Insolubly Ambiguous” Standard for Indefinitenes

On June 2, 2014, the Supreme Court in Nautilus, Inc. v. BioSig Instruments, Inc., No. 13-369, ruled that “a patent is invalid for indefiniteness if its claims, read in light of the specification delineating the patent, and the…more

Indefiniteness, Nautilus Inc. v. Biosig Instruments, Patent Infringement, Patent Litigation, Patents

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Federal Circuit Finds Revolutionary Non-Invasive Fetal DNA Test Method Unpatentable Under Mayo

On June 12, 2015, in Ariosa Diagnostics, Inc. et. al. v. Sequenom, Inc. et. al., the Court of Appeals for the Federal Circuit invalidated claims in U.S. Patent 6,258,540 directed to methods for detecting paternally inherited…more

Bilski, CLS Bank v Alice Corp, DNA, Healthcare, Kappos

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Supreme Court Unanimously Upholds FCA Statute of Limitation Defense and Clarifies Applicability of the First-to-File Bar in KBR Case

Tuesday, the Supreme Court of the United States released a unanimous opinion in Kellogg Brown & Root Services Inc. v. United States ex rel. Carter, resolving a pair of open procedural questions that frequently arise in False…more

Defense Contracts, False Claims Act, First-to-File, Fraudulent Charges, KBR (formerly Kellogg Brown & Root)

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Supreme Court Rules that TTAB Decisions Can Have Preclusive Effect in Federal Court

On March 24, 2015, in a trademark dispute captioned B&B Hardware Inc. v. Hargis Indus., Inc., No. 13-352, the United States Supreme Court determined that “likelihood of confusion for purposes of registration [of a trademark] is…more

Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement, Trademark Trial and Appeal Board

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Supreme Court Holds “Good-Faith Belief in Invalidity” Is No Defense to Induced Infringement

On May 26, 2015, the Supreme Court held in Commil USA, LLC v. Cisco Systems, Inc. that a defendant’s good-faith belief in the invalidity of the patent-in-suit is not a defense to induced infringement under 35 U.S.C. § 271(b)…more

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

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Nomi FTC Settlement Highlights Risks of Publicizing Company Privacy Policies

A closely divided Federal Trade Commission (“FTC” or the “Commission”) has signaled support for the agency’s recent focus on mobile device privacy. On April 23, 2015, the five-member Commission voted 3-2 to accept a proposed…more

Consent Order, Corporate Counsel, Data Collection, FTC, Misrepresentation

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Recent Developments and Trends for Exempt Organizations

Recent months have been eventful for exempt organizations and their advisors. While fundamental tax reform remains a possibility, with a number of proposals on the table that would significantly change the rules for exempt…more

501(c)(3), Exempt Organizations, IRS, Legislative Agendas, Tax Extenders

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Supreme Court Sets New Test in Lexmark for Whether a Party Has Standing to Bring a False Advertising Claim under the Lanham Act

On March 25, 2014, the Supreme Court in Lexmark International, Inc. v. Static Control Components, Inc., No. 12-873 (Mar. 25, 2014), ruled that a two-part inquiry pairing the zone-of-interests test and a proximate-cause…more

False Advertising, Lanham Act, Lexmark, Lexmark v Static Control Components, SCOTUS

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Supreme Court Relaxes Standard For Determining Whether A Case Is Exceptional In Patent Litigation While Raising The Standard Of Review

On April 29, 2014, the Supreme Court issued two decisions relating to the determination of whether a case is exceptional and award of attorneys’ fees in patent litigation. The cases are Octane Fitness, LLC v. Icon Health &…more

Attorney's Fees, Brooks Furniture, Highmark v. Allcare, Octane Fitness v. ICON, Patent Infringement

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Landlords Welcome Landmark Decision In Re Game Station

LONDON - The Court of Appeal in the case of Re Game Station has held that rent payable by a tenant that enters administration is a priority expense of the administration while the leasehold premises are being used for the…more

Apportionment, Rent, UK

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Upcoming TIC Form B Filing Deadline

The U.S. Department of Treasury recently amended the Treasury International Capital Form B (“Form B”), which imposes reporting obligations on some investment advisers to private funds. Form B generally requires the reporting of…more

Bank Holding Company, Banks, Federal Reserve, Filing Deadlines, U.S. Treasury

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New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

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UK Home Affairs Committee – Evaluating the National Crime Agency

On 17 February, the House of Commons Home Affairs Committee published its report on the architecture of policing in the United Kingdom. This report follows a period of five years of restructuring and reshaping policing at the…more

Home Affairs Committee, Law Enforcement, UK

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First Circuit Affirms Dismissal of FCA Complaint Based on First-to-File Bar

The First Circuit recently affirmed the dismissal of United States ex rel. Wilson v. Bristol-Myers Squibb, Inc. under the False Claims Act’s (“FCA”) “first-to-file” provision, which prohibits any person “other than the…more

Bristol-Myers Squibb, FCA, First-to-File, Jurisdiction, Relators

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The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -…more

Blackberry, CFIUS, Change in Control, Class Action, Controlling Stockholders

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PTO Formally Issues First Set of New Changes to PTAB Rules, Including Increased Page Limits for Petitioner Replies and Patent Owner Motions to Amend

The U.S. Patent & Trademark Office (PTO) has issued several rule amendments that it refers to as “ministerial changes” to procedures for post-grant proceedings before the Patent Trial and Appeal Board (PTAB), including Inter…more

Covered Business Method Proceedings, Inter Partes Review Proceedings, Patents, Post-Grant Review, USPTO

See All Updates »

Supreme Court Confirms ERISA Fiduciaries’ Duty to Monitor, Leaving Contours to Lower Courts

On May 18, 2015, the Supreme Court of the United States confirmed the existence of an independent duty on the part of ERISA plan fiduciaries to continuously “monitor” retirement plan investments and remove those that are…more

See All Updates »

Eleventh Circuit Clarifies Scope and Effect of the FCA’s Public Disclosure Bar

The Eleventh Circuit has recently issued an opinion clarifying the 2010 amendments to the False Claims Act (“FCA”) and its “public disclosure bar,” which prohibits suits based on information already publicly disclosed. In United…more

Amended Legislation, Anti-Kickback Statute, CMP Law, False Claims Act, Health Care Providers

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FTC Announces Revised Thresholds for Interlocking Directorates

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 21, 2015…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, The Clayton Act

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The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

See All Updates »

Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Supreme Court Unanimously Reverses Federal Circuit’s En Banc Decision In Limelight v. Akamai and Rejects The Application Of Induced Infringement Under § 271(b) To Situations Where There Is No Direct Infringer Under § 271(a)

On June 2, 2014, the Supreme Court in Limelight Networks, Inc. v. Akamai Techs., Inc., No. 12-786, ruled that a party can be liable for induced infringement under § 271(b) only when one party has committed direct infringement…more

Akamai Technologies, Appeals, Certiorari, Divided Infringement, En Banc Review

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SEC Announces a Maximum Whistleblower Award to an Employee Who Faced Employment Retaliation as a Consequence of Reporting Dodd-Frank Act Violations to the Commission

In June of last year, Paradigm Capital Management agreed to pay the SEC nearly $2 million to settle allegations that it violated the Dodd-Frank Act’s conflict-of-interest rules and unlawfully retaliated against the whistleblower…more

Conflicts of Interest, Dodd-Frank, Enforcement Actions, Investment Management, Retaliation

See All Updates »

New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

See All Updates »

PTO Formally Issues First Set of New Changes to PTAB Rules, Including Increased Page Limits for Petitioner Replies and Patent Owner Motions to Amend

The U.S. Patent & Trademark Office (PTO) has issued several rule amendments that it refers to as “ministerial changes” to procedures for post-grant proceedings before the Patent Trial and Appeal Board (PTAB), including Inter…more

Covered Business Method Proceedings, Inter Partes Review Proceedings, Patents, Post-Grant Review, USPTO

See All Updates »

DOJ Penalty Warns: Do Not Jump the Gun

The Department of Justice’s recent $4.95 million settlement of claims of illegal premerger coordination – also known as "gun jumping" – between two particleboard manufacturers reminds parties to exercise care over pre-closing…more

Antitrust Provisions, DOJ, Hart-Scott-Rodino Act, Manufacturers, Sherman Act

See All Updates »

Massachusetts Attorney General Releases Charity CEO Compensation Report

On December 19, the Non-Profit Organizations/Public Charities Division of the Massachusetts Office of the Attorney General released the results of a “focused review” of CEO compensation at 25 of the Commonwealth’s largest…more

Attorney Generals, CEOs, Deferred Compensation, Executive Compensation, Reporting Requirements

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Massachusetts Health Policy Commission Releases Regulations for Registration of Provider Organizations

On January 8, 2014, the Massachusetts Health Policy Commission (the “HPC”) published a Notice of Hearing and proposed regulations detailing the process that certain provider organizations (as described below) must follow in…more

Health Insurance, Healthcare, Registration

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Supreme Court Rules that Trademark “Tacking” Is a Question for the Jury

On January 21, 2015, the Supreme Court in Hana Financial, Inc. v. Hana Bank, No. 13-1211, unanimously held that whether different versions of a trademark may be “tacked” for purposes of determining priority is a jury question…more

Hana Financial v Hana Bank, Jury Questions, Likelihood of Confusion, SCOTUS, Tacking

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Courts Continue to Dismiss Shareholder Suits Based on FCPA Violations

On March 16, 2015, Judge Paul G. Gardephe of the Southern District of New York dismissed a shareholder derivative suit filed by Sylvia Pritika against the CEO and others of Avon Products Inc. ("Avon") alleging breach of…more

Avon, Breach of Duty, Class Action, Corporate Counsel, Derivative Suit

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IRS Provides Additional Flexibility for Flexible Spending Arrangement Use-or-Lose Rules

On October 31, the Internal Revenue Service (IRS) released Notice 2013-71, which modifies the long-standing “use-it-or-lose-it” rule for health flexible spending account plans (“FSAs”). Under the rule, any unused contributions…more

Carryover Basis, Flexible Spending Accounts, Healthcare, IRS

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Legal Challenges to Europe’s Unitary Patent System Nearing an End

The European Patent System is in the final stages of a significant change. On November 18, 2014, European Union Advocate General Yves Bot issued a press release affirming his opinion that the European Court of Justice should…more

EU, European Court of Justice, Unified Patent Court, Unified Patent System

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EMIR – European Commission Responds to Draft RTS on IRS Clearing

The European Commission has publicized its decision to endorse draft regulatory technical standards (“RTS”) submitted to it by the European Securities and Markets Authority (“ESMA”) on the clearing of interest rate OTC…more

Derivatives, EMIR, ESMA, EU, European Commission

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -…more

Blackberry, CFIUS, Change in Control, Class Action, Controlling Stockholders

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Split Federal Circuit Panel Rules that Direct Infringement by Multiple Parties Requires Agency Relationship, Contractual Arrangement, or Joint Enterprise

On May 13, 2015, a three-judge panel of the Federal Circuit issued its long-awaited opinion on remand in Akamai Techs., Inc. v. Limelight Networks, Inc. This decision came in the wake of the Federal Circuit’s en banc decision…more

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FDA Issues Draft Guidance Eliminating Regulatory Controls on Medical Device Data Systems, Imaging Storage Devices, and Imaging Communications Devices

On June 20, 2014, the United States Food and Drug Administration (FDA) issued a draft guidance document announcing that the agency does not intend to enforce the general regulatory controls applicable to medical device data…more

Draft Guidance, Exemptions, FDA, Healthcare, Imaging Equipment

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Eleventh Circuit Upholds the U.S. DOJ’s Expansive Approach to Anti-Corruption Enforcement

On February 9, 2015, the Eleventh Circuit affirmed Jean Rene Duperval’s convictions for money laundering and conspiracy to commit money laundering, approving the U.S. Department of Justice’s (“DOJ”) expansive approach to…more

Bribery, Corporate Counsel, Criminal Conspiracy, DOJ, FCPA

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CFTC Staff Issues Self-Executing Registration Relief for Certain Delegating CPOs

On October 15, 2014, the Commodity Futures Trading Commission (“CFTC”) staff issued Letter 14-126 (the “October Letter”), which provides self-executing registration relief to a commodity pool operator (“CPO”) of a fund that…more

CFTC, Commodities Exchange Act, CPOs, Delegation Clauses, No-Action Letters

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

See All Updates »

Legal Challenges to Europe’s Unitary Patent System Nearing an End

The European Patent System is in the final stages of a significant change. On November 18, 2014, European Union Advocate General Yves Bot issued a press release affirming his opinion that the European Court of Justice should…more

EU, European Court of Justice, Unified Patent Court, Unified Patent System

See All Updates »

FDA Issues Draft Guidance Eliminating Regulatory Controls on Medical Device Data Systems, Imaging Storage Devices, and Imaging Communications Devices

On June 20, 2014, the United States Food and Drug Administration (FDA) issued a draft guidance document announcing that the agency does not intend to enforce the general regulatory controls applicable to medical device data…more

Draft Guidance, Exemptions, FDA, Healthcare, Imaging Equipment

See All Updates »

Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Volcker Rule Final Regulations: The Effect on Private Fund Sponsors and Investors

In time for the holidays, the long-awaited Volcker Rule final regulations arrived on Tuesday, December 10, 2013. Many of the comments of domestic mutual funds, foreign public funds, insurance companies and foreign banking…more

Benefit Plan Sponsors, Compliance, Covered Entities, Private Funds, Volcker Rule

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Patent Trial and Appeal Board Rejects Petitions for Covered Business Method Patent Review of Orange Book-Listed Patents Claiming Methods of Controlling Access to Sensitive Drugs

On January 13, 2015, the Patent Trial and Appeal Board (PTAB) denied institution of four Covered Business Method (CBM) patent reviews of Orange Book-listed patents owned by Jazz Pharmaceuticals plc (“Jazz”), holding that the…more

America Invents Act, Covered Business Method Proceedings, Jazz Pharmaceuticals, Patent Trial and Appeal Board, Patents

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

SEC Announces a Maximum Whistleblower Award to an Employee Who Faced Employment Retaliation as a Consequence of Reporting Dodd-Frank Act Violations to the Commission

In June of last year, Paradigm Capital Management agreed to pay the SEC nearly $2 million to settle allegations that it violated the Dodd-Frank Act’s conflict-of-interest rules and unlawfully retaliated against the whistleblower…more

Conflicts of Interest, Dodd-Frank, Enforcement Actions, Investment Management, Retaliation

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Supreme Court Bankruptcy Decision Strengthens Creditor Leverage in Plan Negotiations

On May 4, 2015, in the case Bullard v. Blue Hills Bank, the United States Supreme Court held that debtors in chapter 13 (and presumably chapter 9 and 11 as well) are not entitled as of right to immediately appeal bankruptcy…more

Appeals, Bullard v Blue Hills Bank, Chapter 11, Chapter 13, Popular

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Landlords Welcome Landmark Decision In Re Game Station

LONDON - The Court of Appeal in the case of Re Game Station has held that rent payable by a tenant that enters administration is a priority expense of the administration while the leasehold premises are being used for the…more

Apportionment, Rent, UK

See All Updates »

Supreme Court Unanimously Upholds FCA Statute of Limitation Defense and Clarifies Applicability of the First-to-File Bar in KBR Case

Tuesday, the Supreme Court of the United States released a unanimous opinion in Kellogg Brown & Root Services Inc. v. United States ex rel. Carter, resolving a pair of open procedural questions that frequently arise in False…more

Defense Contracts, False Claims Act, First-to-File, Fraudulent Charges, KBR (formerly Kellogg Brown & Root)

See All Updates »

Supreme Court's Ruling in Koontz Extends Concept of Unconstitutional Takings to Monetary Exactions

Introduction - At first glance, the Supreme Court’s recent decision in Coy A. Koontz, Jr. v. St. Johns River Water Management District, 570 U.S. ___ (2013), improves the ability of real estate developers to obtain permits…more

Entitlements, Koontz v St John's River Water Management, Land Developers, Mitigation, Nollan v California Coastal Commission

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Latest News on European Patents

Europe has been bustling with recent news and development from the Unified Patent Court Preparatory Committee and the European Patent Office. New Draft UPC Rules of Procedure and UPC Status - The Preparatory…more

Draft Guidance, EU, European Patent Office, Patents, Policy Drafting

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California Attorney General Issues Guidance on Do Not Track

In 2013, the California Legislature passed a tracking transparency bill, AB 370, which amended the California Online Privacy Protection Act (“CalOPPA”). AB 370 requires commercial website operators to inform users of how they…more

Amended Regulation, Attorney Generals, Best Management Practices, CalOPPA, Data Protection

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DOJ Penalty Warns: Do Not Jump the Gun

The Department of Justice’s recent $4.95 million settlement of claims of illegal premerger coordination – also known as "gun jumping" – between two particleboard manufacturers reminds parties to exercise care over pre-closing…more

Antitrust Provisions, DOJ, Hart-Scott-Rodino Act, Manufacturers, Sherman Act

See All Updates »

U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

See All Updates »

Nomi FTC Settlement Highlights Risks of Publicizing Company Privacy Policies

A closely divided Federal Trade Commission (“FTC” or the “Commission”) has signaled support for the agency’s recent focus on mobile device privacy. On April 23, 2015, the five-member Commission voted 3-2 to accept a proposed…more

Consent Order, Corporate Counsel, Data Collection, FTC, Misrepresentation

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

Bankruptcy Court Holds That Secured Creditors Can Be “Crammed Down” With Below-Market Rate Replacement Notes

On August 26, 2014, in the case In re MPM Silicones, LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) (“Momentive”), the United States Bankruptcy Court for the Southern District of New York held that secured creditors could be “crammed…more

Bankruptcy Code, Chapter 11, Commercial Bankruptcy, Cramdown, Interest Rates

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The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

See All Updates »

Supreme Court Confirms ERISA Fiduciaries’ Duty to Monitor, Leaving Contours to Lower Courts

On May 18, 2015, the Supreme Court of the United States confirmed the existence of an independent duty on the part of ERISA plan fiduciaries to continuously “monitor” retirement plan investments and remove those that are…more

See All Updates »

CFTC Staff Issues Self-Executing Registration Relief for Certain Delegating CPOs

On October 15, 2014, the Commodity Futures Trading Commission (“CFTC”) staff issued Letter 14-126 (the “October Letter”), which provides self-executing registration relief to a commodity pool operator (“CPO”) of a fund that…more

CFTC, Commodities Exchange Act, CPOs, Delegation Clauses, No-Action Letters

See All Updates »

EMIR – European Commission Responds to Draft RTS on IRS Clearing

The European Commission has publicized its decision to endorse draft regulatory technical standards (“RTS”) submitted to it by the European Securities and Markets Authority (“ESMA”) on the clearing of interest rate OTC…more

Derivatives, EMIR, ESMA, EU, European Commission

See All Updates »

UK Treasury releases Consultation Paper under MiFID II

Following the Financial Conduct Authority’s (“FCA”) release of its discussion paper on implementation of the revised Markets in Financial Instruments Directive (“MiFID II”) on 26 March 2015, the UK Treasury released on 27 March…more

Discussion Draft, Financial Conduct Authority, MiFID, Treasury, UK

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Landlords Welcome Landmark Decision In Re Game Station

LONDON - The Court of Appeal in the case of Re Game Station has held that rent payable by a tenant that enters administration is a priority expense of the administration while the leasehold premises are being used for the…more

Apportionment, Rent, UK

See All Updates »

PTO Formally Issues First Set of New Changes to PTAB Rules, Including Increased Page Limits for Petitioner Replies and Patent Owner Motions to Amend

The U.S. Patent & Trademark Office (PTO) has issued several rule amendments that it refers to as “ministerial changes” to procedures for post-grant proceedings before the Patent Trial and Appeal Board (PTAB), including Inter…more

Covered Business Method Proceedings, Inter Partes Review Proceedings, Patents, Post-Grant Review, USPTO

See All Updates »

U.S. Supreme Court Upholds Fraud on the Market Securities Class Actions and Largely Preserves the Status Quo

On Monday, the United States Supreme Court today resisted the opportunity to put meaningful curbs on proliferating securities class actions, preserving most of the status quo in such cases…more

Basic v Levinson, Class Action, Fraud, Fraud-on-the-Market, Halliburton

See All Updates »

Federal Agencies Release New Volcker Rule Guidance for Non-U.S. Banking Entities and Fund Sponsors Seeking to Rely on the “SOTUS” Covered Fund Exemption, Clarifying that the U.S. Marketing Restriction Does Not Apply to Third Parties

On February 27, 2015, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission…more

Bank Holding Company Act, Federal Reserve, Foreign Banks, New Guidance, Volcker Rule

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SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges…more

Australia, Bribery, China, Corporate Counsel, Enforcement Actions

See All Updates »

Supreme Court Certiorari Denial Allows Circuit Split Regarding Retroactivity of the 2009 False Claims Act Amendments to Remain

On June 24, 2013, the Supreme Court denied certiorari to review the Sixth Circuit’s November 2012 decision in United States ex rel. Sanders v. Allison Engine Co. This allows a significant circuit split over the retroactive…more

Certiorari, Conflicts of Laws, DOJ, False Claims Act, FCA

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Privy Council Rules on the Court’s Equitable Jurisdiction to Set the Financial Terms of Relief against Appropriation

Last week the Board of the Privy Council delivered a critical sequel to its previous judgments in connection with the Cukurova Group’s attempt to recover shares following an appropriation. The Board held that not only can the…more

Appropriation, Equitable Relief, Forfeiture, Jurisdiction, Loan

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The DOJ Sends Strong Messages Regarding Corporate Cooperation in Criminal Matters

During prepared remarks in April 2015, Assistant Attorney General Leslie R. Caldwell discussed corporate cooperation in criminal FCPA investigations. AAG Caldwell emphasized that a company’s self-disclosure of issues to the…more

Cooperation, Criminal Prosecution, DOJ, FCPA, Government Investigations

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Federal Agencies Release New Volcker Rule Guidance for Non-U.S. Banking Entities and Fund Sponsors Seeking to Rely on the “SOTUS” Covered Fund Exemption, Clarifying that the U.S. Marketing Restriction Does Not Apply to Third Parties

On February 27, 2015, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission…more

Bank Holding Company Act, Federal Reserve, Foreign Banks, New Guidance, Volcker Rule

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SEC Charges Corporate Officers with Fraud Arising from Failure to Disclose Internal Controls Issues and Alleged Misrepresentations in SOX Certifications

On July 30, 2014, the Securities and Exchange Commission (“SEC”) advanced a novel theory of fraud against the former CEO (Marc Sherman) and CFO (Edward Cummings) of Quality Services Group, Inc. (“QSGI”), a Florida-based computer…more

Accounting Controls, Audits, Commercial Bankruptcy, Corporate Counsel, Corporate Officers

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SEC Announces a Maximum Whistleblower Award to an Employee Who Faced Employment Retaliation as a Consequence of Reporting Dodd-Frank Act Violations to the Commission

In June of last year, Paradigm Capital Management agreed to pay the SEC nearly $2 million to settle allegations that it violated the Dodd-Frank Act’s conflict-of-interest rules and unlawfully retaliated against the whistleblower…more

Conflicts of Interest, Dodd-Frank, Enforcement Actions, Investment Management, Retaliation

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Massachusetts Attorney General Releases Charity CEO Compensation Report

On December 19, the Non-Profit Organizations/Public Charities Division of the Massachusetts Office of the Attorney General released the results of a “focused review” of CEO compensation at 25 of the Commonwealth’s largest…more

Attorney Generals, CEOs, Deferred Compensation, Executive Compensation, Reporting Requirements

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Supreme Court Unanimously Reverses Ninth Circuit’s Decision in POM Wonderful v. Coca-Cola

Ruling That Competitors May Bring Lanham Act Claims Challenging FDA-Regulated Food and Beverage Labels Could Impact Other Categories of FDA-Regulated Products - On June 12, 2014, the Supreme Court in POM Wonderful LLC v…more

Advertising, Coca Cola, FDA, FDCA, Food Labeling

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Recent Developments and Trends for Exempt Organizations

Recent months have been eventful for exempt organizations and their advisors. While fundamental tax reform remains a possibility, with a number of proposals on the table that would significantly change the rules for exempt…more

501(c)(3), Exempt Organizations, IRS, Legislative Agendas, Tax Extenders

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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One Step Away: European Parliament Approves New Clinical Trials Regulation

On April 2, 2014, the European Parliament approved the new clinical trials regulation (the “Regulation”) for the European Union (“EU”), with 594 votes in favor, 17 opposed and 13 abstentions. The European Parliament approved the…more

Clinical Trials, EU

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SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by…more

Enforcement, Enforcement Actions, Investment Adviser, Misallocation of Funds, Private Equity

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SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges…more

Australia, Bribery, China, Corporate Counsel, Enforcement Actions

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Federal Circuit En Banc Decision in Williamson v. Citrix Overrules Long Line of Precedent Regarding Functional Claiming and § 112, Para. 6

On June 16, 2015, the Federal Circuit issued its decision in Williamson v. Citrix Online, overruling en banc a long line of precedent regarding functional claiming and affirming a District Court decision finding asserted claims…more

America Invents Act, Appeals, Claim Construction, En Banc Review, Indefiniteness

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UK Home Affairs Committee – Evaluating the National Crime Agency

On 17 February, the House of Commons Home Affairs Committee published its report on the architecture of policing in the United Kingdom. This report follows a period of five years of restructuring and reshaping policing at the…more

Home Affairs Committee, Law Enforcement, UK

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The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation…more

Bylaws, CFIUS, Class Action, Delaware General Corporation Law, Dollar General

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Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Department of the Interior Releases Comprehensive New Rules on "Fracking"

On March 26, 2015, the Department of the Interior formally published a comprehensive set of new rules regarding Hydraulic Fracturing, commonly known as “fracking.” Several years in the making, the new rules — which go into…more

Department of the Interior, Energy Sector, Fracking, Government Land, New Regulations

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New York Establishes New Cyber Security Examination Process for Financial Institutions

New York’s Department of Financial Services released a letter on December 10, 2014, announcing the details of its plan to focus more attention on cyber security matters in conducting examinations. Directed at New York-chartered…more

Banks, Cybersecurity, Data Breach, Data Protection, Financial Institutions

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New ISDA Protocol Will Limit Buy-Side Remedies in a Financial Institution Failure

The ISDA 2014 Resolution Stay Protocol, published on November 12, 2014, by the International Swaps and Derivatives Association, Inc. (ISDA), represents a significant shift in the terms of the over-the-counter derivatives market…more

Banking Crisis, Bankruptcy Code, Derivatives, Dodd-Frank, Financial Institutions

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New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions…more

Equity Financing, EU, Financing, NAIC, Private Offerings

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SEC Charges Australian Mining Company for FCPA Violations Arising from Its Hospitality Program at the 2008 Beijing Olympics

On May 20, 2015, the U.S. Securities and Exchange Commission (“SEC”) announced a $25 million settlement with Australian mining company BHP Billiton (the "Company") to resolve Foreign Corrupt Practices Act (“FCPA”) charges…more

Australia, Bribery, China, Corporate Counsel, Enforcement Actions

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Shooting for Effective Anti-Corruption Compliance: A Look at Recent Developments in Brazil

A recently disclosed bribery scandal related to the 2014 FIFA World Cup in Brazil, along with other anti-corruption developments in Brazil, has reinforced the importance of implementing effective compliance policies and…more

Brazil, Bribery, Clean Companies Act, FIFA, Government Investigations

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Eleventh Circuit Upholds the U.S. DOJ’s Expansive Approach to Anti-Corruption Enforcement

On February 9, 2015, the Eleventh Circuit affirmed Jean Rene Duperval’s convictions for money laundering and conspiracy to commit money laundering, approving the U.S. Department of Justice’s (“DOJ”) expansive approach to…more

Bribery, Corporate Counsel, Criminal Conspiracy, DOJ, FCPA

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SEC Brings First Action Against a Private Equity Fund Adviser for Misallocation of Portfolio Company Expenses

On September 22, 2014, the Securities and Exchange Commission (“SEC”) charged private equity fund adviser Lincolnshire Management, Inc. (“Lincolnshire”) with breaching its fiduciary duty to two of its private equity funds by…more

Enforcement, Enforcement Actions, Investment Adviser, Misallocation of Funds, Private Equity

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New Rules at the ITC Target Efficiency, Require Caution

The U.S. International Trade Commission recently issued two sets of final rules, which may substantively alter ITC practice on a going-forward basis. The first set applies to investigations instituted on or after May 20 of this…more

Disclosure, Discovery, Investigations, ITC, Legal Costs

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SEC Imposes Fine on KBR for Violating Dodd-Frank Whistleblower Protection Rule

On April 1, 2015, the U.S. Securities and Exchange Commission (SEC) announced the resolution of its first enforcement action against a company for violations of the whistleblower protection provisions of the Dodd-Frank Act…more

Confidentiality Agreements, Contract Terms, Enforcement Actions, KBR (formerly Kellogg Brown & Root), SEC

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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Supreme Court Unanimously Reverses Ninth Circuit’s Decision in POM Wonderful v. Coca-Cola

Ruling That Competitors May Bring Lanham Act Claims Challenging FDA-Regulated Food and Beverage Labels Could Impact Other Categories of FDA-Regulated Products - On June 12, 2014, the Supreme Court in POM Wonderful LLC v…more

Advertising, Coca Cola, FDA, FDCA, Food Labeling

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Two Months to Comply With European Reporting Rules for Derivatives – What Buy-Side Entities Need To Know

Many of the provisions of the Regulation on Derivative Transactions, Central Counterparties and Trade Repositories, known as the European Market Infrastructure Regulation 648/2012 (“EMIR”), are now in effect throughout the…more

CCPs, Derivatives, EMIR, ESMA, EU

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Supreme Court Decides Nautilus v. BioSig and Unanimously Eliminates Federal Circuit’s “Insolubly Ambiguous” Standard for Indefinitenes

On June 2, 2014, the Supreme Court in Nautilus, Inc. v. BioSig Instruments, Inc., No. 13-369, ruled that “a patent is invalid for indefiniteness if its claims, read in light of the specification delineating the patent, and the…more

Indefiniteness, Nautilus Inc. v. Biosig Instruments, Patent Infringement, Patent Litigation, Patents

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Federal Circuit Finds Revolutionary Non-Invasive Fetal DNA Test Method Unpatentable Under Mayo

On June 12, 2015, in Ariosa Diagnostics, Inc. et. al. v. Sequenom, Inc. et. al., the Court of Appeals for the Federal Circuit invalidated claims in U.S. Patent 6,258,540 directed to methods for detecting paternally inherited…more

Bilski, CLS Bank v Alice Corp, DNA, Healthcare, Kappos

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Federal Circuit En Banc Decision in Williamson v. Citrix Overrules Long Line of Precedent Regarding Functional Claiming and § 112, Para. 6

On June 16, 2015, the Federal Circuit issued its decision in Williamson v. Citrix Online, overruling en banc a long line of precedent regarding functional claiming and affirming a District Court decision finding asserted claims…more

America Invents Act, Appeals, Claim Construction, En Banc Review, Indefiniteness

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U.S. Supreme Court Preserves 50-Year-Old Rule Barring Post-Patent Royalties

On Monday, June 22, 2015, the U.S. Supreme Court issued a 6-3 decision in Kimble v. Marvel Entertainment, declining to reverse longstanding, yet controversial, precedent holding post-patent term royalties to be unlawful per se…more

Antitrust Provisions, Brulotte, Contract Term, IP License, Kimble v Marvel Enterprises

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Landlords Welcome Landmark Decision In Re Game Station

LONDON - The Court of Appeal in the case of Re Game Station has held that rent payable by a tenant that enters administration is a priority expense of the administration while the leasehold premises are being used for the…more

Apportionment, Rent, UK

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Sixth Circuit Applies Strict Precondition of Payment Requirement to Reverse $11.1 Million FCA Judgment

The U.S. Court of Appeals for the Sixth Circuit, in United States ex rel. Hobbs v. MedQuest Associates, Inc., 711 F.3d 707 (6th Cir. April 1, 2013), recently reversed an $11.1 million False Claims Act (“FCA”) judgment, rejecting…more

False Claims Act, Medicare, MedQuest, Penalties, Preconditions

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The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -…more

Blackberry, CFIUS, Change in Control, Class Action, Controlling Stockholders

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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Volcker Rule Final Regulations: The Effect on Private Fund Sponsors and Investors

In time for the holidays, the long-awaited Volcker Rule final regulations arrived on Tuesday, December 10, 2013. Many of the comments of domestic mutual funds, foreign public funds, insurance companies and foreign banking…more

Benefit Plan Sponsors, Compliance, Covered Entities, Private Funds, Volcker Rule

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Treasury Announces Delay in Implementation of ACA Employer and Insurer Reporting Requirements and Employer Shared Responsibility Payments

Responding to concerns expressed about the complexity of the new employer and insurer reporting requirements under the Affordable Care Act scheduled to take effect in 2014, the Department of the Treasury informally announced via…more

Affordable Care Act, Deadlines, Delays, Employer Mandates, Healthcare

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SEC Charges Underwriter and Bankers in Connection with Offering by China-based Issuer A Cautionary Tale of How Bad Facts and Weak Due Diligence Can Expose Advisors and Their Deal Teams

On March 27, 2015, the U.S. Securities and Exchange Commission (SEC) announced charges against an investment bank and two of its bankers for failing to adequately review and escalate a due diligence report which contradicted…more

China, Compliance, Due Diligence, Enforcement Actions, Foreign Investment

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Supreme Court Rules that TTAB Decisions Can Have Preclusive Effect in Federal Court

On March 24, 2015, in a trademark dispute captioned B&B Hardware Inc. v. Hargis Indus., Inc., No. 13-352, the United States Supreme Court determined that “likelihood of confusion for purposes of registration [of a trademark] is…more

Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement, Trademark Trial and Appeal Board

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Secured Lender’s Large “Makewhole” Claim Upheld By Delaware Bankruptcy Court

The United States Bankruptcy Court for the District of Delaware recently upheld a secured lender’s claim for a $23.5 million “makewhole” premium (the “Makewhole Claim”) over the heavily litigated objection raised by the…more

Chapter 11, Lenders, Premiums

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Recent Developments and Trends for Exempt Organizations

Recent months have been eventful for exempt organizations and their advisors. While fundamental tax reform remains a possibility, with a number of proposals on the table that would significantly change the rules for exempt…more

501(c)(3), Exempt Organizations, IRS, Legislative Agendas, Tax Extenders

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Nomi FTC Settlement Highlights Risks of Publicizing Company Privacy Policies

A closely divided Federal Trade Commission (“FTC” or the “Commission”) has signaled support for the agency’s recent focus on mobile device privacy. On April 23, 2015, the five-member Commission voted 3-2 to accept a proposed…more

Consent Order, Corporate Counsel, Data Collection, FTC, Misrepresentation

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UK Home Affairs Committee – Evaluating the National Crime Agency

On 17 February, the House of Commons Home Affairs Committee published its report on the architecture of policing in the United Kingdom. This report follows a period of five years of restructuring and reshaping policing at the…more

Home Affairs Committee, Law Enforcement, UK

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OMB Publishes Final Uniform Guidance on Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards

On December 26, 2013, the Office of Management and Budget (“OMB”) published final guidance in the Federal Register entitled “Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards”…more

Audits, Compliance, Fraud and Abuse, Grants, OMB

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Latest News on European Patents

Europe has been bustling with recent news and development from the Unified Patent Court Preparatory Committee and the European Patent Office. New Draft UPC Rules of Procedure and UPC Status - The Preparatory…more

Draft Guidance, EU, European Patent Office, Patents, Policy Drafting

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Nomi FTC Settlement Highlights Risks of Publicizing Company Privacy Policies

A closely divided Federal Trade Commission (“FTC” or the “Commission”) has signaled support for the agency’s recent focus on mobile device privacy. On April 23, 2015, the five-member Commission voted 3-2 to accept a proposed…more

Consent Order, Corporate Counsel, Data Collection, FTC, Misrepresentation

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

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Supreme Court to Decide Important False Claims Act Statute of Limitations and Jurisdictional Bar Issues

On July 1, 2014, the Supreme Court granted certiorari in Kellogg Brown & Root Services, Inc., et al. v. United States ex rel. Carter (No. 12-1497), a case involving two issues that have been central to recent False Claims Act…more

Attorney-Client Privilege, Certiorari, Compliance, False Claims Act, Internal Investigations

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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China FDA Releases Guideline for Medical Device Registration Studies

On May 19, 2015, the China Food and Drug Administration (“CFDA”) unveiled the Technical Guideline Governing Medical Device Clinical Evaluation (“Guideline”). The long-awaited Guideline explains the methodology for clinical…more

CFDA, China, Medical Devices

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

Recent Developments and Trends for Exempt Organizations

Recent months have been eventful for exempt organizations and their advisors. While fundamental tax reform remains a possibility, with a number of proposals on the table that would significantly change the rules for exempt…more

501(c)(3), Exempt Organizations, IRS, Legislative Agendas, Tax Extenders

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Major Reforms for New York Nonprofits Signed Into Law

On December 18, 2013, almost six months after the Non-Profit Revitalization Act of 2013 (the “Act”) passed the New York State Legislature, New York Governor Andrew Cuomo signed the Act into law. The Act amends the patchwork of…more

Andrew Cuomo, Audits, Conflicts of Interest, Corporate Governance, Executive Compensation

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FTC Announces Revised Thresholds for Interlocking Directorates

The Federal Trade Commission has announced revised thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). The revised thresholds took effect January 21, 2015…more

Filing Fees, FTC, Hart-Scott-Rodino Act, Jurisdiction, The Clayton Act

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Regulatory Reporting Under AIFMD – an Update and Comparison to SEC’s Form PF

The Alternative Investment Fund Managers Directive (the “AIFMD”) introduces new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) established in the European Economic Area (“EEA”) and non-EEA…more

AIFM, AIFMD, EEA, EU, Form PF

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Department of the Interior Releases Comprehensive New Rules on "Fracking"

On March 26, 2015, the Department of the Interior formally published a comprehensive set of new rules regarding Hydraulic Fracturing, commonly known as “fracking.” Several years in the making, the new rules — which go into…more

Department of the Interior, Energy Sector, Fracking, Government Land, New Regulations

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

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Supreme Court Holds “Good-Faith Belief in Invalidity” Is No Defense to Induced Infringement

On May 26, 2015, the Supreme Court held in Commil USA, LLC v. Cisco Systems, Inc. that a defendant’s good-faith belief in the invalidity of the patent-in-suit is not a defense to induced infringement under 35 U.S.C. § 271(b)…more

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

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Reform of the Audit Market in the EU – Implications For Borrowers and Loan Documentation

A legislative package for the reform of the audit market in the EU has this month been approved by the EU Parliament and adopted by the Council of the European Union. Listed companies will need to change the firms that audit…more

Audits, Deloitte, Ernst & Young, EU, KPMG

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The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects…more

Assignments, Bad Faith, Bundling Rules, Disparate Impact, DOJ

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Supreme Court Unanimously Upholds FCA Statute of Limitation Defense and Clarifies Applicability of the First-to-File Bar in KBR Case

Tuesday, the Supreme Court of the United States released a unanimous opinion in Kellogg Brown & Root Services Inc. v. United States ex rel. Carter, resolving a pair of open procedural questions that frequently arise in False…more

Defense Contracts, False Claims Act, First-to-File, Fraudulent Charges, KBR (formerly Kellogg Brown & Root)

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New ISDA Protocol Will Limit Buy-Side Remedies in a Financial Institution Failure

The ISDA 2014 Resolution Stay Protocol, published on November 12, 2014, by the International Swaps and Derivatives Association, Inc. (ISDA), represents a significant shift in the terms of the over-the-counter derivatives market…more

Banking Crisis, Bankruptcy Code, Derivatives, Dodd-Frank, Financial Institutions

See All Updates »

FTC Complaint Against Medical Laboratory Signals Agency’s Continued Intent to Assert Authority in Data-Security-Breach Actions

In taking action against medical laboratory LabMD, the U.S. Federal Trade Commission demonstrated its continued intent to assert authority through the Federal Trade Commission Act in data-security-breach actions. On August 29,…more

Clinical Laboratories, Compliance, Data Breach, Data Protection, Enforcement Actions

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China’s National Auditing Office Notes Compliance Concerns with Sponsorship of Academic Conferences in the Healthcare Sector

In China, it is common industry practice for pharmaceutical companies to sponsor academic conferences. As long as such events are aimed at enhancing the practice of medicine and patient welfare, the practice has been allowed…more

Audits, China, Healthcare, Pharmaceutical, Popular

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Supreme Court Rules in Favor of Broadcasting Companies in Aereo’s Copyright Battle Over Internet Television Streaming

The United States Supreme Court on June 25, 2014, held that Aereo’s system for capturing and recording broadcast TV programming, and then streaming that programming to individual subscribers, “performs” that programming…more

ABC, ABC v Aereo, Broadcasting, Copyright, Copyright Infringement

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UK Treasury releases Consultation Paper under MiFID II

Following the Financial Conduct Authority’s (“FCA”) release of its discussion paper on implementation of the revised Markets in Financial Instruments Directive (“MiFID II”) on 26 March 2015, the UK Treasury released on 27 March…more

Discussion Draft, Financial Conduct Authority, MiFID, Treasury, UK

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The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court…more

Asia, Board of Directors, Business Judgment Rule, Fiduciary Duty, Going-Private Transactions

See All Updates »

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval -…more

Ancestry.com, Appraisal, Arbitration, Bylaws, China

See All Updates »

Contact

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