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Prudential Tower
800 Boylston Street
Boston, MA 02199-3600, United States
Phone: 617 951 7000
Fax: 617 951 7050
Areas of Practice
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Energy & Utilities
  • Environmental Law
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  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
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Other U.S. Locations
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Number of Attorneys
1,000+ Attorneys

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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Don't WannaCry: Ten Questions Boards and Company Management Can Ask in the Wake of Recent Ransomware Attacks

The WannaCry ransomware attack that hit computers around the world last week is yet another reminder that computers play key roles in most enterprises, and that it does not take much to disable those computers. Questions remain…more

Cyber Attacks, Cybersecurity, Incident Response Plans, Ransomware, Risk Management

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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, Creditors

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Trump Administration Releases Tax Reform Framework

On April 26, 2017, the Trump Administration announced several key tax reform proposals. Broadly resembling the Trump campaign platform, the proposals furnish only a high-level aspirational framework for wide-ranging reforms, the…more

Corporate Taxes, Income Taxes, Tax Deductions, Tax Rates, Tax Reform

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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

See all updates »

PCI SSC Releases Version 3.2 of Data Security Standard

On April 28, 2016, the Payment Card Industry Security Standards Council (the “PCI SSC” or “Council”) released a new version of its Data Security Standard (“PCI DSS”), version 3.2. Significantly, the updated standard requires…more

Data Security, Encryption, PCI-DSS Standard, SSL

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Private Equity Watch - July 2017

With the year half over, it’s still too early to say whether it’s going to be a good one or a difficult one for the private equity market. The July edition of Private Equity Watch provides important perspective on the issues and…more

BEPS, Corporate Governance, Debt Market, EU, General Data Protection Regulation (GDPR)

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Sixth Circuit Affirms that Broad Public Disclosure of Misconduct May Bar More Specific Allegations of Fraud Under False Claims Act’s Public Disclosure Bar

In U.S. ex rel. Advocates for Basic Legal Equality, Inc. v. U.S. Bank, 816 F.3d 428 (2016), the Sixth Circuit affirmed the dismissal of a False Claims Act (“FCA”) suit against U.S. Bank based on the FCA’s public disclosure bar…more

Dismissals, False Claims Act (FCA), FHA Loans, HUD, Petition for Writ of Certiorari

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Hong Kong Proposes Enhanced AML Obligations for Professionals and Beneficial Owner Registries for Hong Kong Companies

The Hong Kong Government has recently proposed to expand its anti-money laundering (“AML”) laws. This is expected to assist Hong Kong in keeping pace with AML developments in other financial centers, and to prepare for its…more

AML/CFT, Anti-Corruption, Anti-Money Laundering, Banking Sector, Beneficial Owner

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Supreme Court Holds That Patent Exhaustion Applies to All Sales, Domestic and International, Regardless of Post-Sale Restrictions

On May 30, 2017, in Impression Products, Inc. v. Lexmark International, Inc., the Supreme Court ruled that “a patentee’s decision to sell a product exhausts all of its patent rights in that item, regardless of any restrictions…more

First Sale Doctrine, Foreign Sales, Impression Products v Lexmark International, Patent Exhaustion, Patent Infringement

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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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ECB Publishes Draft US-Style Guidance On Leveraged Transactions

On 23 November 2016, the European Central Bank (“ECB”) published for consultation draft guidelines on leveraged transactions (“Draft Guidance”), similar to the US Guidance on Leveraged Lending issued by the US federal bank…more

Banking Sector, Draft Guidance, EBITDA, EU, European Central Bank

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Private Equity Watch - July 2017

With the year half over, it’s still too early to say whether it’s going to be a good one or a difficult one for the private equity market. The July edition of Private Equity Watch provides important perspective on the issues and…more

BEPS, Corporate Governance, Debt Market, EU, General Data Protection Regulation (GDPR)

See all updates »

Impact of Value-Based Health Care on the Medical Device Industry: Three Takeaways From the Case for Transformation

Introduction: The Case for Transformation - In the world of fee-for-service health care, most medical devices were sold to hospitals or other health care providers for use in the diagnosis or treatment of patients. Except in…more

CMMI, Fee-for-Service, Health Care Providers, Health Insurance, Medical Devices

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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, Creditors

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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 FDA Clarifies Legal Consequences of Clinical Trial Data Inspections

China’s recent drug regulatory reform has emphasized that clinical trial data must be authentic and reliable. However, the legal consequences for breaching data integrity requirements in clinical trials remain ambiguous. On…more

China, China FDA, Clinical Trials, Life Sciences, Pharmaceutical Industry

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FDA Indefinitely Delays Action on Regulating Laboratory Developed Tests

On November 18, 2016, the Food and Drug Administration (FDA) notified industry groups that it no longer plans to finalize its draft guidance on laboratory developed tests (LDTs). FDA stated that it intends to work with the new…more

Clinical Laboratories, Diagnostic Tests, Direct to Consumer Sales, FDA, Laboratory Developed Tests

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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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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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Spate of Suits Brought by California Communities for Sea Level Rise May Change Landscape of Climate Change Litigation

A recent trio of cases filed in California state court seek to hold major fossil fuel companies liable for the effects of sea level rise they allege to be caused by climate change…more

Climate Change, Corporate Counsel, Environmental Liability, Environmental Litigation, Flooding

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Federal Trade Commission Presses Forward with Data Security Enforcement in Settlement with Uber

On August 15, Uber Technologies, Inc. (“Uber”) reached an agreement with the Federal Trade Commission (“FTC”) to settle allegations that the company deceived consumers by misrepresenting its security and employee access…more

Cloud Storage, Consent Order, Corporate Counsel, Data Protection, Enforcement Actions

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Ten Things Investors Need to Know About Value-Based Healthcare

This article highlights key business and legal issues related to value-based healthcare for investors considering opportunities in the healthcare industry. 1. Value-Based Arrangements Are Here to Stay Value-based…more

Affordable Care Act, CMMI, CMS, Health Care Providers, Health Information Technologies

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Small-Breach Focus Shows Growing Scope Of HIPAA Probes

Flexing yet more enforcement muscle under the Health Insurance Portability and Accountability Act, on Aug. 18, 2016, the U.S. Department of Health and Human Services Office for Civil Rights announced that it will more widely…more

Corrective Actions, Cybersecurity, Data Breach, Data Protection, Data Security

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hiQ Labs, Inc. v. LinkedIn Corp.: A Federal Court Weighs in on Web Scraping, Free Speech Rights, and the Computer Fraud and Abuse Act

In recent years, a number of firms in a variety of industries have utilized automated research methods, including web scraping tools and certain forms of artificial intelligence such as bots, to gather information from a variety…more

Computer Fraud and Abuse Act (CFAA), Corporate Counsel, Data Collection, DMCA, First Amendment

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Volcker Rule: FRB Issues Policy Statement on Extensions for Non-Conforming Legacy Illiquid Funds; Applications Due by Jan. 20, 2017

On December 9, 2016, the Federal Reserve Board (the “Board”) issued a Statement of Policy (the “Policy Statement”) regarding extension of the conformance period for investments in legacy illiquid covered funds under the final…more

Covered Funds, Federal Reserve, Filing Requirements, Policy Statement, Time Extensions

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Trump and the Death Tax

Donald Trump’s tax plan calls for elimination of the “death tax,” which refers to the federal estate and generation-skipping transfer (“GST”) taxes, and may include the federal gift tax. His plan also calls for imposition of a…more

Estate Planning, Estate Tax, Generation-Skipping Transfer, IRS, Tax Planning

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

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that settlements…more

Acquisition Agreements, Aiding and Abetting, Confidentiality Agreements, DE Supreme Court, Disclosure-Based Settlements

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Life Sciences Quarterly – Preparing for and Managing a Stock Drop

A sharp drop in a company’s stock price frequently results in the filing of one or more securities class actions. 2016 saw the highest number of securities class actions since 2000, with more than 1 in 20 publicly traded…more

Class Action, Clinical Trials, FDA, Life Sciences, Stock Drop Litigation

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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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Tenth Circuit Affirms False Claims Act Summary Judgment on Scienter Grounds

In United States ex rel. Smith v. The Boeing Co., 825 F.3d 1138 (10th Cir. 2016), the Tenth Circuit affirmed the district court’s grant of summary judgment on scienter grounds, finding that a difference of opinion as to two…more

Boeing, Federal Aviation Administration (FAA), Federal Contractors, Qui Tam, Scienter

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President Obama Signs the Defend Trade Secrets Act into Law

On May 11, 2016, the President signed the Defend Trade Secrets Act of 2016 (DTSA) into law, creating the first federal civil remedy for trade secret misappropriation. Last month, the Senate unanimously passed the bill, S. 1890,…more

Asset Seizure, Defend Trade Secrets Act (DTSA), Ex Parte, Misappropriation, Whistleblower Protection Policies

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Podcast - Supreme Court Preview: TC Heartland v. Kraft

What impact could the pending Supreme Court argument and decision in TC Heartland v. Kraft have on patent infringement litigation in the United States? With the oral argument scheduled for March 27, Doug Hallward-Driemeier, who…more

Corporate Counsel, Forum Shopping, Patent Infringement, Patent Litigation, Patents

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Federal Trade Commission Chairwoman Ramirez Testifies Before Congress Regarding 17 FTC Reform Bills Pending in Congress

On May 24, 2016, Federal Trade Commission (“FTC” or the “Commission”) Chairwoman Edith Ramirez delivered testimony before the House Energy and Commerce Committee’s Subcommittee on Commerce, Manufacturing, and Trade in a hearing…more

Congressional Investigations & Hearings, FTC, Proposed Legislation, Regulatory Agenda

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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 - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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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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Standard Bank PLC: First U.K. Deferred Prosecution Agreement and Settlement with the SEC

On 30 November 2015, Standard Bank PLC (“Standard”) entered into the first ever Deferred Prosecution Agreement (“DPA”) with the Serious Fraud Office (“SFO”) for failing to prevent bribery under the Bribery Act 2010. Standard…more

Deferred Prosecution Agreements, SEC, Serious Fraud Office, Standard Bank PLC, UK

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Seventh Circuit Grants Interlocutory Appeal in Rx Discount Program Qui Tam Suit to Answer Several Important Questions

In United States ex rel. Garbe v. Kmart Co., 824 F.3d 632 (7th Cir. 2016), the Seventh Circuit granted interlocutory appeal following numerous motions for partial summary judgment to consider four questions: (1) whether the…more

CMS, False Claims Act (FCA), FERA, Generic Drugs, Interlocutory Appeals

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Impact of Value-Based Health Care on the Medical Device Industry: Three Takeaways From the Case for Transformation

Introduction: The Case for Transformation - In the world of fee-for-service health care, most medical devices were sold to hospitals or other health care providers for use in the diagnosis or treatment of patients. Except in…more

CMMI, Fee-for-Service, Health Care Providers, Health Insurance, Medical Devices

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SEC Issues Updated Statement on Conflict Minerals Rule

On Friday afternoon, the SEC’s Division of Corporation Finance issued an Updated Statement on the Conflict Minerals Rule (the “Rule”). An updated Statement was widely anticipated. Earlier in the week, on April 3rd, the U.S…more

Compliance, Conflict Mineral Rules, Congressional Committees, Corporate Governance, Corporate Social Responsibility

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Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care—the First 100 Days

On Tuesday, May 2, Ropes & Gray hosted a teleconference, “Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care – the First 100 Days,” on the potential regulatory and…more

21st Century Cures Act, Affordable Care Act, FDA, FTC, Health Care Providers

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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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Second Circuit Court of Appeals Creates Circuit Split on Controversial Dodd-Frank Act Whistleblower Anti-Retaliation Provision

On Thursday, September 10, 2015, the United States Court of Appeals for the Second Circuit issued its highly anticipated decision in Berman v. Neo@Ogilvy LLC. The plaintiff-appellant, Daniel Berman, had been the finance director…more

Appeals, Dodd-Frank, Employer Liability Issues, Hiring & Firing, Internal Reporting

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Podcast - Shrink the Section 457A Tax on Hedge Fund Management and Incentive Fees and Expand Your Impact

In a recently released Ropes & Gray podcast, asset management partner Isabel Dische, tax partner Brett Robbins, and private client partner Cameron Casey discuss the effect of Section 457A on pre-2009 management and incentive…more

Charitable Donations, Charitable Lead Annuity Trust, Hedge Funds, Internal Revenue Code (IRC), Investment Funds

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An In-Depth Examination of China’s New Cybersecurity Law

On June 1, 2017, China’s new cybersecurity law, the Network Security Law of the Peoples Republic China (“Cybersecurity Law”) went into effect. The Cybersecurity Law contains an overarching framework regulating network products,…more

China, Critical Infrastructure Sectors, Cybersecurity Laws, International Data Transfers

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Australia Proposes Modern Slavery Reporting Requirements for Multinationals – An Overview and Comparison to Existing Corporate Modern Slavery Disclosure Legislation

The Australian Government has released a consultation paper proposing the adoption of legislation that would require many multinationals operating in Australia to publicly report on modern slavery risk in their business and…more

Australia, Compliance, Consultation, Corporate Counsel, Corporate Social Responsibility

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English High Court Approves the Use of Predictive Coding

The English High Court decision of Master Matthews (February 16, 2016) approved the use of predictive coding to satisfy the disclosure requirement under the Civil Procedure Rules (CPR) Part 31. See Pyrrho Investments Ltd v. MWB…more

Corporate Counsel, Discovery, Electronically Stored Information, Predictive Coding, Technology-Assisted Review

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Value-based health care: provider integration

John Chesley, Ropes & Gray health care partner, addresses developments for providers to consider as they join together and move towards value-based health care models…more

Cost-Containment, Health Care Providers, Hospitals, Value-Based Care, Vertical Integration

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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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Federal Trade Commission Presses Forward with Data Security Enforcement in Settlement with Uber

On August 15, Uber Technologies, Inc. (“Uber”) reached an agreement with the Federal Trade Commission (“FTC”) to settle allegations that the company deceived consumers by misrepresenting its security and employee access…more

Cloud Storage, Consent Order, Corporate Counsel, Data Protection, Enforcement Actions

See all updates »

Trump and the Death Tax

Donald Trump’s tax plan calls for elimination of the “death tax,” which refers to the federal estate and generation-skipping transfer (“GST”) taxes, and may include the federal gift tax. His plan also calls for imposition of a…more

Estate Planning, Estate Tax, Generation-Skipping Transfer, IRS, Tax Planning

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UPDATE: New UK Offences of Failure to Prevent Facilitation of Tax Evasion – looming deadline

In May 2016, we published an Alert about UK proposals to introduce new strict liability corporate criminal offences aimed at preventing the facilitation of tax evasion. Andy Howard, Tax partner in the Ropes & Gray London office,…more

Anti-Money Laundering, BEPS, Chief Compliance Officers, Compliance, Corporate Crimes

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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 »

PCI SSC Releases Version 3.2 of Data Security Standard

On April 28, 2016, the Payment Card Industry Security Standards Council (the “PCI SSC” or “Council”) released a new version of its Data Security Standard (“PCI DSS”), version 3.2. Significantly, the updated standard requires…more

Data Security, Encryption, PCI-DSS Standard, SSL

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Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care—the First 100 Days

On Tuesday, May 2, Ropes & Gray hosted a teleconference, “Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care – the First 100 Days,” on the potential regulatory and…more

21st Century Cures Act, Affordable Care Act, FDA, FTC, Health Care Providers

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

See all updates »

DOJ Issues Guidance on Individual Accountability for Corporate Misconduct

On September 9, 2015, U.S. Deputy Attorney General Sally Quillian Yates issued a memorandum outlining to U.S. Department of Justice (“DOJ”) personnel the importance of individual accountability for corporate wrongdoing (the…more

Cooperation, Criminal Prosecution, Declination, DOJ, False Claims Act (FCA)

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Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care—the First 100 Days

On Tuesday, May 2, Ropes & Gray hosted a teleconference, “Outlook 2017 Teleconference: Revisiting the Trump Administration’s Impact on Life Sciences and Health Care – the First 100 Days,” on the potential regulatory and…more

21st Century Cures Act, Affordable Care Act, FDA, FTC, Health Care Providers

See all updates »

Eighth Circuit Affirms that Retaliation Under False Claims Act Requires Showing that Retaliation Was Motivated Solely by Plaintiff’s Protected Activity

On May 20, 2016, the Eighth Circuit affirmed the District Court’s grant of summary judgment to defendant on Plaintiff’s False Claims Act (“FCA”) retaliation claim against his former employer. In Elkharwily v. Mayo Holding…more

False Claims Act (FCA), Mayo Clinic, Protected Activity, Retaliation, Standard of Care

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Call for Input on the Post-Implementation Review of the FCA’s Crowdfunding Rules

The Financial Conduct Authority (the “FCA”) published a post-implementation review of its crowdfunding rules on 8 July 2016 (the “Paper”). The Paper is a “call for input” to invite readers to engage with the review, to offer…more

Financial Conduct Authority (FCA), Popular

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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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ECB Publishes Draft US-Style Guidance On Leveraged Transactions

On 23 November 2016, the European Central Bank (“ECB”) published for consultation draft guidelines on leveraged transactions (“Draft Guidance”), similar to the US Guidance on Leveraged Lending issued by the US federal bank…more

Banking Sector, Draft Guidance, EBITDA, EU, European Central Bank

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Anti-Corruption Laws and Other International Risks – What it Means for the Real Estate Industry and How to Protect against Risks

Bribery, money laundering, and sanctions are key international risk areas for any global business, particularly those investing or operating in high-risk jurisdictions and industries. In addition to meaningful enforcement…more

Anti-Corruption, Anti-Money Laundering, Compliance, Economic Sanctions, Enforcement Authority

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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

See all updates »

Private Equity Watch - July 2017

With the year half over, it’s still too early to say whether it’s going to be a good one or a difficult one for the private equity market. The July edition of Private Equity Watch provides important perspective on the issues and…more

BEPS, Corporate Governance, Debt Market, EU, General Data Protection Regulation (GDPR)

See all updates »

CFTC Permits Registered CTAs to Use Third-Party Recordkeepers; Action May be Required

On April 20, 2017, the Commodity Futures Trading Commission’s (“CFTC”) Division of Swap Dealer and Intermediary Oversight (the “Division”) issued Exemptive Letter No. 17-24 (“Letter 17-24”), which provides exemptive relief to…more

CPOs, CTA, Exemptive Relief, Harmonization Rules, National Futures Association

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Australia Proposes Modern Slavery Reporting Requirements for Multinationals – An Overview and Comparison to Existing Corporate Modern Slavery Disclosure Legislation

The Australian Government has released a consultation paper proposing the adoption of legislation that would require many multinationals operating in Australia to publicly report on modern slavery risk in their business and…more

Australia, Compliance, Consultation, Corporate Counsel, Corporate Social Responsibility

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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 - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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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Federal Trade Commission Presses Forward with Data Security Enforcement in Settlement with Uber

On August 15, Uber Technologies, Inc. (“Uber”) reached an agreement with the Federal Trade Commission (“FTC”) to settle allegations that the company deceived consumers by misrepresenting its security and employee access…more

Cloud Storage, Consent Order, Corporate Counsel, Data Protection, Enforcement Actions

See all updates »

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

See all updates »

Eighth Circuit Affirms that an Objectively Reasonable Interpretation of an Ambiguous Regulation Defeats Liability Under the False Claims Act

In United States ex rel. Donegan v. Anesthesia Associates of Kansas City, P.C., 833 F.3d 874 (8th Cir. 2016), the Eighth Circuit affirmed that a defendant cannot be liable under the False Claims Act (“FCA”) for claims for…more

False Claims Act (FCA), Medicare, Objective Standard, Relators, Summary Judgment

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Supreme Court Rejects Dismissal Requirement for FCA Seal Violations

In State Farm Fire & Casualty Co. v. United States ex rel. Rigsby, the United States Supreme Court rejected State Farm’s argument that a relator’s violation of the automatic seal in a False Claims Act (“FCA”) case mandates…more

Dismissals, False Claims Act (FCA), Flood Insurance, Relators, SCOTUS

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Ropes & Gray Advises Pacira Pharmaceuticals in Reaching Landmark Settlement Agreement with FDA

A cross-disciplinary team of Ropes & Gray attorneys advised Pacira Pharmaceuticals on its December 14 settlement agreement with FDA. On behalf of Pacira, Ropes & Gray had filed suit against FDA in September 2015 in the U.S…more

Administrative Procedure Act, FDA, FDA Warning Letters, Fifth Amendment, First Amendment

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Trump and the Death Tax

Donald Trump’s tax plan calls for elimination of the “death tax,” which refers to the federal estate and generation-skipping transfer (“GST”) taxes, and may include the federal gift tax. His plan also calls for imposition of a…more

Estate Planning, Estate Tax, Generation-Skipping Transfer, IRS, Tax Planning

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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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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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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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Podcast - Shrink the Section 457A Tax on Hedge Fund Management and Incentive Fees and Expand Your Impact

In a recently released Ropes & Gray podcast, asset management partner Isabel Dische, tax partner Brett Robbins, and private client partner Cameron Casey discuss the effect of Section 457A on pre-2009 management and incentive…more

Charitable Donations, Charitable Lead Annuity Trust, Hedge Funds, Internal Revenue Code (IRC), Investment Funds

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Anti-Corruption Laws and Other International Risks – What it Means for the Real Estate Industry and How to Protect against Risks

Bribery, money laundering, and sanctions are key international risk areas for any global business, particularly those investing or operating in high-risk jurisdictions and industries. In addition to meaningful enforcement…more

Anti-Corruption, Anti-Money Laundering, Compliance, Economic Sanctions, Enforcement Authority

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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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Federal Court Upholds Attorney-Client Privilege for Mutual Fund Independent Trustees

In a decision affirming the importance of the attorney-client privilege in the mutual fund board setting, an Illinois federal court ruled on April 25, 2017 that fund shareholders were not entitled to access privileged…more

Attorney-Client Privilege, Good Cause, Mutual Funds, Privileged Communication, Shareholder Rights

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$519 million FCPA Payment by Teva Pharmaceuticals—Largest Ever FCPA Payment by Pharmaceutical Company—Follows Large FCPA Plea Agreement With Odebrecht and Braskem

On December 22, 2016, the world’s largest manufacturer of generic pharmaceuticals, Teva Pharmaceuticals (“Teva”), agreed to pay $519 million in FCPA-related criminal penalties, disgorgement, and interest. The Israeli company…more

Bribery, Corporate Counsel, Deferred Prosecution Agreements, Disgorgement, 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 Increased HSR Thresholds

The Federal Trade Commission has announced revised jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“the Act”), as amended. The new thresholds under the Act represent an…more

FTC, Hart-Scott-Rodino Act, Interlocking Directorate, Premerger Notifications, Size of Persons Test

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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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Trump and the Death Tax

Donald Trump’s tax plan calls for elimination of the “death tax,” which refers to the federal estate and generation-skipping transfer (“GST”) taxes, and may include the federal gift tax. His plan also calls for imposition of a…more

Estate Planning, Estate Tax, Generation-Skipping Transfer, IRS, Tax Planning

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First Circuit Holds That, for Original Source Exception to the False Claims Act’s Public Disclosure Bar to Apply, Information Supplied Must Be “Significant” or “Essential”

On June 30, 2016, the First Circuit addressed the kinds of information that a relator must provide to qualify as an original source to avoid dismissal under the False Claims Act’s (“FCA”) public disclosure bar. In United States…more

Caremark claim, CVS, False Claims Act (FCA), Medicare Part B, Public Disclosure

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DOJ Announces Bigger Stick, Carrot, in FCPA Enforcement

Yesterday, the Fraud Section of the Department of Justice (“DOJ”) issued its Foreign Corrupt Practices Act (“FCPA”) Enforcement Plan and Guidance (the “Guidance”). The Guidance announces the DOJ’s commitment to intensify even…more

Compliance, DOJ, FCPA Guidance, Federal Sentencing Guidelines, Popular

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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its…more

Acquisitions, AOL, Appraisal, Breach of Duty, Business Judgment Rule

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First Circuit Affirms Narrow Scope of Federal Criminal Statutes in Reversing Patronage Convictions of Massachusetts Probation Officials

On December 19, 2016, the Court of Appeals for the First Circuit issued its decision in United States v. Elizabeth V. Tavares, John J. O’Brien, and William H. Burke, III.1 In 2014, three officials of the Massachusetts Office of…more

Appeals, Conspiracies, Criminal Prosecution, Hiring & Firing, Mail Fraud

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

Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction In a recent post-trial opinion, Vice Chancellor Laster of the…more

Acquisition Agreements, Dell, FASB, Fiduciary Duty, Merger Agreements

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PRC Amends Criminal Law As It Relates to Bribery and Corruption

On August 29, 2015, the Standing Committee of the National People’s Congress enacted the Ninth Amendment to the Criminal Law of the People’s Republic of China (the “Amendment”), following two rounds of public consultation. The…more

Amended Regulation, Bribery, China, Corruption, Criminal Code

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Newly Adopted Fed Rules Will Limit Buy-Side Remedies in a Financial Institution Failure

The Board of Governors of the Federal Reserve System (the “Board”) has adopted final rules1 that represent a significant shift in the terms of over-the-counter derivatives, repurchase and reverse repurchase transactions and…more

Banking Sector, Bankruptcy Code, Covered Entities, Derivatives, Dodd-Frank

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