Sheppard Mullin Richter & Hampton LLP

Fiduciary Duties in the Context of Dent v. Ramtron Int’l Corp.

The Delaware Court of Chancery recently addressed a number of claims commonly made in the “ubiquitous” stockholder litigation that follows announcement of a public merger or acquisition transaction. In Dent v. Ramtron Int’l…more

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

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Cementing Victory by Accepting Defeat: When Can a Patentee’s Infringement Disclaimer Moot an Appeal of an IPR Decision?

A recent Federal Circuit case, ABS Global, Inc., v. Cytonome/ST, LLC, answered the interesting question of whether a patentee’s infringement disclaimer can moot a challenger’s appeal of an inter partes review (“IPR”) decision. …more

Appeals, Disclaimers, Inter Partes Review (IPR) Proceeding, Mootness, Patent Infringement

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CEQA Reforms for Clean Energy Projects: Still Possible Despite Senate Budget Committee Rejection?

On May 19, 2023, California Governor Gavin Newsom proposed a legislative package of 10 bills reforming the California Environmental Quality Act (CEQA) intended to speed up construction of clean energy projects by streamlining…more

California, CEQA, CEQA Reform, Clean Energy, Energy Projects

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The Future of Watching Sports

On October 22, 1939, the first NFL game aired on television. Over 80 years later, the first NFL game was exclusively accessible via a streaming platform. What started as two cameras and eight staffers broadcasting to 1,000…more

Broadcasting, Internet Streaming, Live Streaming, NFL, Online Platforms

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FinCEN Proposes New Rule to Deter Money Laundering in the Residential Real Estate Sector

On February 7, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) issued a Notice of Proposed Rulemaking (the “Proposed Rule”) designed to combat and deter money laundering in the U.S…more

Anti-Money Laundering, Antitrust Division, Beneficial Owner, Buyers, FinCEN

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FTC Reports Rise in “Dark Pattern” Tactics in Consumer Markets

On September 15, the FTC released a report, Bringing Dark Patterns to Light, that shows an increase in the use of sophisticated “dark pattern” design practices by retailers intended to manipulate consumers into making decisions…more

Advertising, Consumer Financial Products, E-Commerce, Enforcement Actions, False Advertising

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Conclusory Assertions Won’t Cut It: Federal Circuit Provides Further Insight into the Motivation to Combine Analysis

In Virtek Visions international ULC v. Assembly Guidance Systems, Inc., DBA Aligned Vision Nos. 2022-1998, 2022-2022 (Fed Cir. Mar. 27, 2024), the Federal Circuit reviewed the Patent Trial and Appeal Board’s findings regarding…more

Appeals, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Motivation to Combine, Obviousness

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California Court of Appeal Holds that SEC Filings May Be Protected Activities Under Anti-SLAPP Statute

On December 27, 2021, the California Court of Appeal issued two decisions addressing whether claims arising from statements made in filings with the Securities and Exchange Commission (“SEC”) fall within California’s statute…more

Anti-SLAPP, Appeals, Cal Code of Civil Procedure, California, Financial Institutions

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Commercial Real Estate Tips of the Week: Practical Answers from Sheppard Mullin’s Coronavirus Task Force

Well, it’s been quite a week for all of us! Our national real estate team has compiled the top COVID-19 questions we received from our clients. The following is a summary of our guidance and suggested action items: Q: A…more

Best Practices, Centers for Disease Control and Prevention (CDC), Commercial Leases, Coronavirus/COVID-19, Landlords

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Nollywood Needs Co-Production Treaties to Move to the Next Level

Nollywood, as Nigeria’s movie industry is widely known, has grown in leaps and bounds since the acclaimed 1992 home video movie, “Living in Bondage”. In less than two decades, the average film production budget has increased by…more

Entertainment Industry, Film Industry, Media, Nigeria, Treaties

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Summer Heat Ramping Up: FedRAMP Releases Final OMB Memo and Announces Update on Roadmap Progress, Automation Site Launch, and the Agile Delivery Pilot Launch

It’s been a hot summer so far but Federal Risk and Authorization Program (“FedRAMP”) is just starting to heat up. In June, FedRAMP (the Federal government’s program for security authorizations for cloud solutions) released the…more

Cloud Computing, Cybersecurity, Emerging Technologies, FedRAMP, Memorandum of Guidance

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Celanese v. ITC: How the On-Sale Bar Can Turn Sweet Sales into Spoiled Patents

Celanese International Corporation, Celanese (Malta) Company 2 Limited, and Celanese Sales U.S. Ltd. (collectively, “Celanese”) filed a petition before the United States International Trade Commission (the “ITC”), alleging that…more

America Invents Act, Intellectual Property Protection, International Trade Commission (ITC), On-Sale Bar, Patent Litigation

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New SCOTUS Case Could Make Fair Labor Standards Act Claims More Difficult for Employers to Defend

The Supreme Court will soon hear a wage and hour case with massive implications for employers defending claims under the Fair Labor Standards Act (“FLSA”). Depending on the outcome, the high court’s decision could make it far…more

Department of Labor (DOL), Employer Liability Issues, Exemptions, Fair Labor Standards Act (FLSA), Minimum Wage

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Thinking of Jumping on the NFT Bandwagon – Are you Prepared?

“NFT” was 2021’s word of the year. This isn’t too surprising—they’re everywhere! The market cap for NFT transactions jumped from roughly $400 million at the beginning of 2021 to over $7 billion by year’s end. What’s next and…more

Blockchain, Compliance, Cryptocurrency, Digital Assets, Digital Currency

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[Webinar] Construction Issues Impacting the Energy Industry - September 18th, 11:00 am - 12:00 pm PT

In the dynamic landscape of the renewable energy sector, understanding the intricacies of payment and performance bonds, mechanic’s liens, and dispute resolution may be pivotal to your project’s success. Join us for a two-part…more

Construction Contracts, Construction Industry, Construction Litigation, Construction Project, Energy Projects

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Bridging the Gap: Cannabis Rescheduling to Align Policy with Research

In a much-anticipated move, sources recently reported that the Drug Enforcement Administration (“DEA”) will recommend rescheduling cannabis from a Schedule I substance to a Schedule III substance under the federal Controlled…more

Cannabis Products, Cannabis-Related Businesses (CRBs), Classification, Controlled Substances, Controlled Substances Act

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California Strengthens Non-Competition Law

California has passed two new items of legislation, Senate Bill 699 and Assembly Bill 1076, which will further regulate and restrict the enforcement of employment non-compete agreements in California, and expand the scope of…more

California, Employees, Employer Liability Issues, Employment Contract, Labor Code

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NIST Expands Cybersecurity Framework with Release of Version 2.0

In its first major overhaul since 2014, the National Institute of Standards and Technology (NIST) updated its Cybersecurity Framework (CSF) on February 26, 2024. The updated 27-page CSF version 2.0 builds on version 1.1 and…more

Cybersecurity, Cybersecurity Framework, Data Security, Federal Contractors, NIST

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Texas Judge Enjoins NLRB From Proceeding Against SpaceX, Casting Further Doubt on NLRB’s Constitutionality

A federal judge in Texas recently cast new doubt on the National Labor Relations Board’s (NLRB) ability to oversee labor disputes, agreeing with SpaceX that the agency’s Board Members and Administrative Law Judges (ALJs) are…more

Administrative Law Judge (ALJ), Ambiguous, Chevron Deference, Employer Liability Issues, Employment Litigation

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Organizational Integrity Shorts: The Importance of Post-Investigation Activities

Aristotle said “well begun is half done.” About 2,300 years later, Mary Poppins shared the same advice with her young charges, Jane and Michael. The adage generally is understood to mean that a thoughtful and disciplined start…more

Business Strategies, Corporate Culture, Corporate Governance, Corporate Management, Ethics

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IRS Audits & Ongoing Scrutiny of Nonprofit Hospitals – Key Background & Action Steps

The IRS is underway with conducting audits of 35 §501(c)(3) hospitals, which it announced in June 2024, with a particular focus on “community benefit.” Targeted hospitals appear to be those who reported low community benefit…more

501(c)(3), Audits, IRS, Non-Profit Hospitals, Regulatory Requirements

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The Federal Circuit Clarifies the Meaning of “Publicly Disclosed”

This decision emphasizes the significance of broader public dissemination to meet the statutory requirement of “publicly disclosed” for purposes of exceptions to prior art under 35 U.S.C. § 102(b)(2)(B)…more

Appeals, Claim Construction, Corporate Counsel, Inventions, Inventors

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Expert or Arbitrator? Resolving Purchase Price Adjustment Disputes

Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final…more

Acquisition Agreements, Acquisitions, Arbitration, Buyers, Contract Negotiations

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SEC Updates Non-GAAP Financial Measures Guidance

On December 13, 2022, the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission updated its Non-GAAP Financial Measures Compliance & Disclosure Interpretations (“C&DIs”). The C&DIs are…more

C&DIs, Non-GAAP Financial Measures, Securities and Exchange Commission (SEC)

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NLRB General Counsel Seeks to Reinstate Radical Standard for Union Recognition and Restrict Employer Free Speech During Corporate Organizing Campaigns

In contravention of decades-old precedent, employers may be required to recognize unions without a secret ballot election, thereby denying employers the opportunity to protect the private choice of their employees. The National…more

Appeals, Free Speech, NLRA, NLRB, NLRB General Counsel

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Impacts of Covid-19 on Closing M&A Transactions

The World Health Organization declared the outbreak of the novel coronavirus disease (COVID-19) a pandemic, prompting numerous public and private organizations and agencies to accelerate their contingency plans so as to mitigate…more

Acquisitions, Business Formation, Coronavirus/COVID-19, Federal Trade Commission (FTC), Hart-Scott-Rodino Act

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New Insurance Law: The Extension of California’s “Genuine Dispute” Doctrine to Disputes Over the Value of General Damages In UM/UIM Claims Handling

One of the most powerful weapons an insurance company can use to defeat a bad faith claim is the “genuine dispute” doctrine. Under this doctrine, as long as there was a genuine dispute regarding coverage or the amount owed, the…more

Bad Faith, California, Damages, Genuine Dispute Doctrine, Insurance Industry

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Senators Propose New Legislation to Clarify Patent Eligibility Under 35 U.S.C. § 101

On June 22, 2023, Senators Chris Coons (D-DE) and Thom Tillis (R-NC) introduced the Patent Eligibility Restoration Act of 2023, which seeks to clarify the jurisprudence surrounding 35 U.S.C. § 101. The current patent eligibility…more

Alice/Mayo, Inventions, Inventors, Legislative Agendas, Patent Applications

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Updates on GHG Emissions Disclosure Requirements

Class Deviation Prohibits DoD from Requiring Contractors to Disclose Emissions - Over the past two years, the FAR Council has been working to develop a rule that would amend the Federal Acquisition Regulation (“FAR”) to…more

Climate Change, Contractors, Department of Defense (DOD), Disclosure Requirements, Environmental Social & Governance (ESG)

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Virginia Court of Appeals Reverses Record $2 Billion Verdict, Emphasizing Damages Resulting from Misappropriation Must Actually Be Proved Under Virginia Trade Secrets Law

The Virginia Court of Appeals recently issued a consequential trade secrets ruling, reversing a jury’s multi-billion dollar damages award, and finding that the trial court committed several legal errors which improperly led to…more

Appeals, Misappropriation, Reversal, Trade Secrets, VA Supreme Court

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Navigating Dual Purpose Communications After SCOTUS (Almost) Weighs in on Attorney-Client Privilege: 5 Practical Tips for Healthcare Attorneys

Inside and outside healthcare counsel should know that the way they guide clients through legal and business issues may need to change based on a recent Ninth Circuit case governing the protections afforded to attorney-client…more

Attorney-Client Privilege, Dual Purpose, Healthcare, Legal Advice, Privileged Communication

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AI is Changing the Real Estate Industry. How Will It Impact Your Business?

As we stand on the cusp of transformation in the commercial real estate industry, one cannot help but recall the sage words: “With great power comes great responsibility.” In an era marked by technological advancements occurring…more

Artificial Intelligence, Automated Systems, Commercial Real Estate Market, Predictive Analytics, Real Estate Market

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Nota Bene Episode 96: Examining Amnesty Conditions Under the U.S. Antitrust Leniency Scheme with Dylan Ballard and Mike Scarborough

Antitrust litigation of cartels in the U.S. is a complex area of law that skilled attorneys must guide their clients through. To fully understand the nuances of this area of law, we’re exploring the development of the Antitrust…more

ACPERA, Department of Justice (DOJ)

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Troubled Debt Restructuring: Phase 3 Stimulus Bill

On March 25, 2020, the Senate passed an amendment to H.R. 748, the Coronavirus Aid, Relief, and Economic Security Act (as amended, the “CARES Act”), which (as of March 26, 2020) is being considered in the House..…more

CARES Act, Coronavirus/COVID-19, Debt Restructuring, Financial Stimulus

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The Reauthorization and Revival of the Paycheck Protection Program and Economic Injury Disaster Loan Program under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act

[Update: This article has been updated since its initial publication on December 31, 2020.] On December 27, 2020, President Donald Trump signed into law the Consolidated Appropriations Act, 2021 (the 2021 Consolidated…more

CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19, Economic Injury Disaster Loans, Loan Applications

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California Climate Change Legislation, Policy and Regulation – 2023 in Review

As we enter 2024, we once again review the most significant legislation, policy changes and regulatory actions with respect to climate change taken by California in the past year. In contrast to 2022, which brought a revamp of…more

Automotive Industry, California, Clean Air Act, Clean Energy, Climate Action Plan

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Navigating the Complex Landscape of AI Governance: Principles and Frameworks for Responsible Innovation

In an era where artificial intelligence (AI) is reshaping landscapes in the healthcare industry and beyond, understanding the governance of AI technologies is paramount for organizations seeking to utilize AI systems and tools…more

Artificial Intelligence, Cybersecurity, Data Security, Ethics, Healthcare

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The FTC Continues Its Focus on the Mobile Arena

The Federal Trade Commission has recently focused its consumer protection efforts on the mobile arena, and particularly video game companies operating in that arena. Early last year, the FTC issued several staff reports…more

Apple, COPPA, Federal Trade Commission (FTC), Gaming, Mobile Apps

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Products or Services That Cannot Be Sold To California Minors Cannot Be Advertised To Them Online, Either

California Governor Jerry Brown recently signed into law S.B. 568, the first bill of its kind in the nation. S.B. 568 enacts two new statutes under the title “Privacy Rights for California Minors in the Digital World.” The…more

Advertising, Children's Products, COPPA, Minors

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California Expands Family and Medical Leave Entitlements

A new California statute will significantly expand current family and medical leave laws, by expanding the obligation to provide job-protected leave to small businesses with as few as five employees, allowing leave to be taken…more

California Family Rights Act (CFRA), Coronavirus/COVID-19, Employer Liability Issues, Employment Policies, Families First Coronavirus Response Act (FFCRA)

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Answers for Nonprofits Seeking Relief under the CARES Act

In this time of crisis, nonprofits of all shapes and sizes have been scrambling to obtain assistance under the federal CARES Act. Sheppard Mullin’s Nonprofit Team is grateful for the special opportunity to help by partnering…more

Banks, Business Closures, Business Interruption, CARES Act, Centers for Medicare & Medicaid Services (CMS)

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2024 Top-of-Mind Issues for Life Sciences Companies

As we reflect on 2023 and make predictions for 2024, it is remarkable the number of significant events occurring this past year that will be impactful for the activities of the life sciences industry going forward. Although…more

Acquisitions, Amgen v Sanofi, Antitrust Division, Artificial Intelligence, Biden Administration

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Your Los Angeles Region Land Use Digest

Sheppard Mullin is pleased to share the first issue of our quarterly LA Land Use Digest, featuring: updates on the latest legislation from the region (The Council File); exemplary, forthcoming projects (In the Pipeline); and…more

California, City Planning Departments, Community Development, Legislative Agendas, Local Ordinance

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PTAB Makes Significant Changes to Director Review Process

After considering comments from various stakeholders for nearly a year, on July 24, 2023, the USPTO issued the revised interim Director Review Process. Among other changes, the revised process now permits parties to request the…more

America Invents Act, Appeals, Corporate Counsel, Inter Partes Review (IPR) Proceeding, Patent Trial and Appeal Board

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The NLRB Must Apply Its Prior Standard for Protected Employee Outbursts and Abusive Speech

On July 9, 2024, the United States Court of Appeals for the Fifth Circuit told the National Labor Relations Board’s to reconsider the standard for whether abusive or inappropriate speech is protected under Section 7 of the…more

Abusive Acts, Disciplinary Proceedings, Employee Misconduct, Employees, Employer Liability Issues

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Navigating the Complex Landscape of AI Governance: Principles and Frameworks for Responsible Innovation

In an era where artificial intelligence (AI) is reshaping landscapes in the healthcare industry and beyond, understanding the governance of AI technologies is paramount for organizations seeking to utilize AI systems and tools…more

Artificial Intelligence, Cybersecurity, Data Security, Ethics, Healthcare

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Summary of Actions Taken by US Government on Sunday, March 12 in Response to SVB Failure and Related Fallout

Following FDIC’s actions on Friday to place Silicon Valley Bank (“SVB”) in receivership, the Department of the Treasury, the FDIC, and the Federal Reserve announced several measures on Sunday, March 12, 2023 aimed at avoiding…more

Banking Sector, Banks, Depository Institutions, FDIC, Federal Reserve

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Amicus Brief Argues CFPB Overreached in Enforcement Action Against Auto Lender

On August 21, a group of trade organizations filed an amicus brief in support of a motion to dismiss filed by a subprime auto lender that is the target of a joint enforcement action brought by the CFPB and the New York State…more

Amicus Briefs, Consumer Financial Protection Bureau (CFPB), Enforcement Actions, Loans, Loper Bright Enterprises v Raimondo

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Eighth Circuit Holds Rule 23(b)(3)’s Predominance Requirement Not Met in Securities Fraud Action Against Brokerage Firm

In Ford v. TD Ameritrade Holding Corp., 2021 U.S. App. LEXIS 12008 (8th Cir. Apr. 23, 2021), the United States Court of Appeals for the Eighth Circuit reversed a district court’s order certifying a class of customers who had…more

Algorithmic Trading, Appeals, Broker-Dealer, Class Action, Class Certification

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Having Trouble Recruiting Physicians? The Conrad 30 Window is Opening Soon

The U.S. has long had a shortage of physicians in various practice areas. The shortage is even more pronounced in rural areas. International medical graduates (IMG’s) who come to the U.S. to complete a residency in a specialty…more

H-1B, Health Care Providers, Healthcare, Healthcare Reform, Immigration

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SCOTUS to Determine Whether Highly Compensated Employees Are Entitled to Overtime Pay

On May 2, 2022, the Supreme Court of the United States (“SCOTUS”) granted an employer’s petition for review to determine whether highly compensated employees are entitled to overtime compensation under the Fair Labor Standards…more

Day-Rate Pay, Employees, Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA)

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Update to: A Lifeline Amidst Turbulent Times: California Lawmakers Approve Emergency Loans for Struggling Hospitals

As an update to our previous post, on Monday, May 15, 2023, California Governor Gavin Newsom signed into law Assembly Bill 112 (“AB 112”), which is designed to provide critical relief to qualified struggling hospitals across the…more

California, Coronavirus/COVID-19, Financial Distress, Governor Newsom, Healthcare

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New Interim Final Rules Re: PPP Loan Forgiveness Requirements and Review Procedures as Amended by Economic Aid Act

On January 19, 2021, the U.S. Small Business Administration (SBA) published its 28th Interim Final Rule (Forgiveness IFR) covering the loan forgiveness requirements and review procedures for the Paycheck Protection Program, as…more

Applications, CARES Act, Coronavirus/COVID-19, Economic Aid Act, Interim Final Rules (IFR)

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Attorney’s Fees May Be Recoverable in Trade Secret Cases, Even Without Damages

In California, although the prevailing rule is that each party in litigation must cover their own fees and costs, a litigant can be awarded reasonable attorney’s fees and costs if expressly permitted in a contract. Proprietary…more

Attorney's Fees, California, Damages, Employer Liability Issues, Employment Contract

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California Supreme Court Finds That an Employer’s Third Party Agents May Be Held Directly Liable for Violations of California’s Fair Employment and Housing Act

On August 21, 2023, the California Supreme Court held in Raines v. U.S. Healthworks Medical Group that a business entity acting as an employer’s agent can be held directly liable under California’s Fair Employment and Housing…more

CA Supreme Court, California, Employer Liability Issues, Employment Discrimination, Employment Litigation

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SoL Long to Short Limits: The Sequel — A Decade of Recordkeeping and Enforcement

On July 22, 2024, the Department of Treasury, Office of Foreign Assets Control (OFAC) announced a significant planned extension to its recordkeeping requirements, which will increase the retention period from five to ten years…more

Department of Justice (DOJ), Economic Sanctions, Enforcement Actions, International Emergency Economic Powers Act (IEEPA), Office of Foreign Assets Control (OFAC)

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BREAKING NEWS: Biden to Pardon Federal Marijuana Possession Convictions

In a historic move, on October 6, 2022, President Joe Biden announced a three-step program to bring broad changes to federal cannabis policy. As an initial step towards reform, President Biden will pardon all federal offenders…more

Biden Administration, Cannabis Products, Decriminalization of Marijuana, Department of Health and Human Services (HHS), Deregulation

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NLRB Will No Longer Approve Employer Proposed Consent Orders

As we have previously reported, from the time President Biden took office, the National Labor Relations Board (“NLRB” or the “Board”) began systematically reversing Trump-era policy, and shifting toward pro-union and…more

Employees, Employer Liability Issues, Employment Litigation, Employment Policies, Labor Regulations

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[Event] Breakfast With Your Finance & Bankruptcy Lawyers: The Risks and Rewards of Financings in Europe - May 13, New York, NY

This breakfast session is jointly presented by Sheppard Mullin and Bird & Bird LLP, and will look at the key issues to consider when structuring financings involving European counterparties and examine whether there are real…more

Banking Sector, Banks, Commercial Bankruptcy, Continuing Legal Education, Corporate Taxes

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Making Sense of the Solar Supply Chain Issues

As current supply chain issues continue to threaten the U.S. photovoltaic solar industry, solar module suppliers, manufacturers, renewable energy developers and utilities alike face great uncertainty surrounding the immediate…more

Energy Sector, Imports, Manufacturers, Photovoltaic, Section 201

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Spotlight On Innovation: Improving best practices for infection control at skilled nursing facilities

Skilled nursing facilities (SNFs) operate in a changing and challenging environment. The upcoming implementation by the Centers for Medicare & Medicaid Services (CMS) of a Patient Driven Payment Model will shift the…more

Best Practices, Data Collection, Infections, Infectious Diseases, Information Technology

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IVF Caught in the Crosshairs: The Aftermath of the LePage Decision

I. Alabama Legislation Following LePage - On March 7th, the Alabama Legislature passed SB159 (“SB159” or the “bill”), as a means of granting certain protections to IVF clinics and providers in the wake of the LePage v. Center…more

AL Supreme Court, Alabama, Dobbs v. Jackson Women’s Health Organization, Fertility Treatments, Health Care Providers

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Second Circuit Reins in SEC Disgorgement Powers

In Securities & Exchange Commission v. Govil, No. 22-1658, 2023 WL 7137291 (2d Cir. Oct. 31, 2023), the United States Court of Appeals for the Second Circuit dealt a setback to the enforcement agenda of the Securities and…more

Corporate Counsel, Disgorgement, Enforcement, Investigations, Investors

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Latest Round of SEC “Off-Channel” Communications Settlements Highlights Risks for Investment Advisers and Benefits of Self-Reporting

More than two years after announcing the first round of settlements in the ongoing “off-channel communications” probe, the SEC recently announced another round of settlements with 26 financial firms, totaling $390 million in…more

Broker-Dealer, Recordkeeping Requirements, Registered Investment Advisors, Securities and Exchange Commission (SEC), Securities Litigation

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The Federal Circuit Reconsiders the Inherent Distinctiveness of Color Marks in In re Forney

On April 8, 2020, in In re: Forney Industries, Inc., the Federal Circuit reversed the Trademark Trial and Appeal Board’s finding that a color mark can never be inherently distinctive. By so holding, the Federal Circuit…more

Inherently Distinctive, Trade Dress, Trademark Trial and Appeal Board, Trademarks

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DOJ Sues Georgia Tech Entities for Cybersecurity Failures in the Latest Civil Cyber Fraud Initiative (CCFI) Activity

On August 22, 2024, the United States Department of Justice (DOJ) filed a Complaint-In-Intervention (the “Complaint”) against the Georgia Institute of Technology (Georgia Tech) and Georgia Tech Research Corp. (GTRC). The 99-page…more

Cybersecurity, Department of Justice (DOJ), False Claims Act (FCA), Federal Contractors, Fraud

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Trust and Estate Considerations With the Corporate Transparency Act

The Corporate Transparency Act (“CTA”) was enacted as part of the National Defense Authorization Act and establishes that certain types of business entities must report to the Financial Crimes Enforcement Network (“FinCEN”)…more

Beneficial Owner, Corporate Transparency Act, Estate Planning, FinCEN, Irrevocable Trusts

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Mergers & Acquisitions Insurance - The growing use of rep and warranty protection in M&A transactions

The good news is that you can insure almost anything! In M&A transactions, buyers and sellers spend a great deal of time allocating risk relating to known and unknown pre-closing liabilities. The buyer’s view of the…more

C-Suite Executives, Contract Drafting, Corporate Sales Transactions, Insurance Industry, Purchase Agreement

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The Corporate Transparency Act and Foreign Entities: What You Need to Know and How We Can Help

On January 1, 2024, the Corporate Transparency Act (the “CTA”) became effective. For the first time, all US and foreign entities that are determined to qualify as “reporting companies” will be required to report to the U.S…more

Beneficial Owner, Business Ownership, Corporate Governance, Corporate Transparency Act, FinCEN

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Insurance Team Year End Review

Throughout 2022, Sheppard Mullin’s insurance practice group demonstrated excellence in all stages of litigation, continuing to solidify its role as trusted counsel to the nation’s leading insurers, including Liberty Mutual,…more

Bad Faith, Insurance Claims, Insurance Industry, Insurance Litigation, Policy Exclusions

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What’s on Deck With Governor Newsom? Employment-Related Bills That May Soon Impact California Employers

In a last minute whirlwind of activity by California’s Legislature, a significant number of employment-related bills have now made their way to Governor Newsom’s desk and await their fate. Below are highlights of some of the…more

California, Coronavirus/COVID-19, Employer Liability Issues, Employment Discrimination, Governor Newsom

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Commercial Division Practice Continues to Shift Towards Federal Standards with Four Proposed Rule Changes

The Commercial Division Rules are once again the subject of several proposed amendments, as detailed below. While these proposals are not as far-reaching as some of the rule changes enacted in 2014, they nonetheless raise…more

Business Court Division, Discovery, Eligibility, Federal Rules of Civil Procedure, Proposed Amendments

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Farm Lending Pitfalls For Urban Lawyers

OK, so you’re a sophisticated lending attorney in Metropolis who is comfortable with everything from aircraft financing to syndicated loans secured by casinos in Macau. Yet you feel a twinge of uncertainty when a business loan…more

Agricultural Sector, Lenders, Liens, Perishable Agricultural Commodities Act (PACA), Uniform Commercial Code (UCC)

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Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become…more

Acquisitions, Commercial Litigation, Controlling Stockholders, Corporate Governance, Delaware General Corporation Law

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Sow What Now?: Cal. Hispanic Chambers of Commerce et. al. v. Ross et. al., The U.S. Supreme Court, and California’s Proposition 12

If you are in the business of buying or selling pork-based products, then you have probably heard of California’s Proposition 12. As it pertains to pork, the law requires that pig confinement systems are large enough to allow…more

Appeals, CA Supreme Court, California Department of Food and Agriculture (CDFA), CDPH, Enforcement

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DMHC Guidance Confirms that California Law, Not the Federal No Surprises Act, Governs Payment and Dispute Resolution Processes for Certain Out-of-Network Services Provided in California

Executive Summary - The California Department of Managed Health Care (“DMHC”) issued a recent guidance interpreting the application of the No Surprises Act (“NSA”)—a new federal law prohibiting out-of-network healthcare…more

California, Centers for Medicare & Medicaid Services (CMS), Health Care Providers, Legislative Agendas, New Guidance

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Commercial Division to Adopt New Rule Requiring Interlineation of Responsive Pleadings

Effective September 12, 2022, the New York Commercial Division Rules will require parties preparing responsive pleadings to “interlineate” the allegations which they are responding to within the responses themselves. Under new…more

CPLR, Cross-Claims, New Rules, New York

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Bid Protest Hub – January 2024

In January 2024, the Government Accountability Office (“GAO”) published 31 bid protest decisions, two of which resulted in decisions sustaining the protesters’ challenges. There were also two requests for costs, one of which was…more

Bid Protests, Bid Solicitation, Competitive Bidding, Federal Contractors, GAO

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California Court of Appeal Limits the Permissibility of Time Rounding

Rounding is the practice of capturing time entries on a time clock and converting them to the closest five, ten, or fifteen minute equivalent. For example, both entries at 8:58 and 9:04 may be converted to 9:00 a.m. A recent…more

Appeals, California, Class Action, Employees, Employer Liability Issues

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[Webinar] No Class, Just a Massive Headache: Mass Arbitrations - August 29th, 10:00 am - 11:00 am PT

Imagine arriving at the office to find 20 bankers' boxes full of 20,000+ individual arbitration demands. The claims appear identical and non-meritorious. But to even get a chance to make an argument, it will cost you nearly $60…more

Arbitration, Arbitration Fees, Arbitrators, Class Arbitration, Continuing Legal Education

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Acting Now to Sustain and Improve America’s Healthcare System: Advice from Innovative Physicians and Health System Leaders

At last week’s America’s Physician Groups Spring conference in San Diego, California, we listened as physicians and health system leaders described the ways in which they are responding to short and long term challenges to the…more

Health Care Providers, Healthcare, Physicians, Professional Conferences, Technology

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Start Spreadin' the News: California Court Says No to New York, New York; Rejects Forum Selection Clause

Sinatra may have found success in the city that never sleeps, but a California court has just made it more difficult for any party doing business with a California resident to do the same. At least, when it comes to resolving…more

Appeals, Choice-of-Law, Dispute Resolution, Forum Selection, Jury Trial

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You Are Sponsoring a Foreign National Employee for Permanent Residency, Can You Clawback Some of the Fees?

Companies usually hire a foreign national who requires visa sponsorship because they cannot find a U.S. worker with those skill sets, which is frequently in the STEM fields. However, visa sponsorship comes with significant costs…more

Clawbacks, Employees, Employer Liability Issues, Employment Contract, Fees

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Antitrust Under Biden: Taking a Closer Look at the Numbers

Leading up to the U.S. presidential election this November, our Antitrust & Competition team continues to offer insights into what antitrust enforcement may look like under the next presidential administration. As we look…more

Acquisitions, Antitrust Division, Biden Administration, Corporate Counsel, Department of Justice (DOJ)

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New Interim Final Rules Re: PPP Loan Forgiveness Requirements and Review Procedures as Amended by Economic Aid Act

On January 19, 2021, the U.S. Small Business Administration (SBA) published its 28th Interim Final Rule (Forgiveness IFR) covering the loan forgiveness requirements and review procedures for the Paycheck Protection Program, as…more

Applications, CARES Act, Coronavirus/COVID-19, Economic Aid Act, Interim Final Rules (IFR)

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FTC Votes to Ban Noncompete Agreements

On April 23, 2024, the Federal Trade Commission (the “FTC”) voted 3-2 to issue its final rule (“Final Rule”) banning employers from imposing noncompete clauses on their workers, approving the final rule in a special Open…more

Employees, Employer Liability Issues, Employment Contract, Exemptions, Federal Bans

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Workers’ Compensation Claims During the Pandemic and Mitigating the Risk

While essential workers continue to make their way into the office amid the pandemic, many other Californians have been ordered to shelter in place. At first blush, non-essential businesses may view this as leading to a decrease…more

California, Coronavirus/COVID-19, Executive Orders, Governor Newsom, Remote Working

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The Rise of Straight-To-VOD and the Fate of Box Office Bonuses

As the COVID-19 pandemic has ravaged the movie theater business in 2020 and into 2021, all Hollywood studios have had to adjust their theatrical release strategies via straight-to-VOD exhibition or concurrent theatrical and…more

Coronavirus/COVID-19, Entertainment Industry, Film Industry, Movie Theaters, Movies

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ARPA COBRA Subsidy Expiration Notice Due by September 15

The American Rescue Plan Act (“ARPA”) requires the full cost of COBRA premiums to be subsidized for COBRA continuation coverage during the period from April 1, 2021 through September 30, 2021 (“Subsidy Period”) of certain…more

American Rescue Plan Act of 2021, COBRA, Coronavirus/COVID-19, Deadlines, Department of Labor (DOL)

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The Decision is in: Hospitals Will be Required to Disclose Rates in 2021

In a June 23, 2020 decision, Judge Nichol of the United States District Court for the District of Columbia ruled in favor of the Center for Medicare and Medicaid Services (“CMS”) and against the plaintiff hospital associations…more

American Hospital Association, Centers for Medicare & Medicaid Services (CMS), Healthcare, Hospitals, Medicaid

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Big Streamlining for Small Subdivision Developers

To address the housing crisis in California, Senate Bill 684 (SB 684), passed in 2023 but effective as of July 1, 2024, aims to simplify the approval process for small-scale for-sale housing projects, facilitate a quicker…more

California, CEQA, Exemptions, Housing Developers, Housing Market

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Federal Circuit Concluded that Operating Manuals Subject to Confidentiality Restrictions are Prior Art Printed Publication

In Weber, Inc. v. Provisur Techs., Inc., Nos. 2022-1751, 2022-1813 (Fed. Cir. Feb. 8, 2024), the Federal Circuit reversed the Patent Trial and Appeal Board’s legal conclusion that Weber’s operating manuals were not prior art…more

Confidentiality Policies, Inter Partes Review (IPR) Proceeding, Patent Infringement, Patent Trial and Appeal Board, Patents

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Eye on Privacy: 2023 Year in Review

ARTIFICIAL INTELLIGENCE - What is the Privacy Impact of the White House AI Order for Businesses? Posted November 28, 2023 Biden’s sweeping AI Executive Order sought to have artificial intelligence used in accordance with…more

Artificial Intelligence, Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Cross-Border Transactions

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NFTs and Intellectual Property: What IP Owners and NFT Creators Need to Know

Everything is being tokenized these days, including art, games, collectibles and much more. The record prices being fetched have created an NFT frenzy. This distribution model has created a new channel for monetization of…more

Digital Media, Intellectual Property Protection, IP License, Non-Fungible Tokens (NFTs)

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Camera Company Will Pay $2.95 Million to Settle Security Claims

Verkada, a manufacturer and retailer of security cameras, has settled FTC accusations of lax security measures. The company sells its products to businesses, including schools and medical facilities. It markets its products as…more

Cross-Border Transactions, Data Breach, Data Protection, Data Security, Dispute Resolution

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A Win for Consistency Evaluations Under CEQA Guidelines 15183: Court Rules that Public Controversy is not a Basis for Additional Environmental Review

In its recent decision in Hilltop Group Inc. v. County of San Diego, California’s Fourth District Court of Appeal issued a number of holdings that resulted in a strong ruling in support of streamlined environmental review for…more

Air Quality Standards, Appeals, California, CEQA, Environmental Impact Report (EIR)

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Updated IRS Guidance Addressing COVID-19 Relief Employer Tax Credits

The IRS recently published guidance on the new refundable employment tax credits available under the Families First Coronavirus Response Act (the “FFCRA”) and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES…more

CARES Act, Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), IRS, Tax Credits

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USPTO’s Pilot Program for Deferring Subject Matter Eligibility Response

On January 6, 2022, the U.S. Patent and Trademark Office (USPTO) announced a Deferred Subject Matter Eligibility Response Pilot Program (the “DSMER Program”). We provide a brief overview of this program…more

Patent Prosecution Highway, Patent-Eligible Subject Matter, Patents, USPTO, USPTO Pilot Program

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California Passes New Law Mandating Workplace Violence Prevention Plan for Employers

On September 30, 2023, Governor Gavin Newsom signed SB 553 into law, establishing a new written Workplace Violence Prevention Plan (“WVPP”) requirement for nearly all California employers. The WVPP requirement, which becomes…more

Cal-OSHA, California, Employees, Employer Liability Issues, Governor Newsom

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“You Got To Know When To Protest” Part III: The Court Of Federal Claims Declines To Expand Blue & Gold Waiver Rule For Bid Protests “Any Further Than The Federal Circuit Already Has”

The implications of the Federal Circuit’s Blue & Gold waiver rule – pursuant to which a disappointed offeror waives any protest grounds it may have had to the terms of a solicitation that the offeror could have, but failed to,…more

Bid Protests, Bid Solicitation, CAFC, COFC, Federal Contractors

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Is Your Online Job Application Accessible To The Visually Impaired? The Newest Website Accessibility Claims

In recent years, businesses have been inundated with a wave of serial litigation wherein private plaintiffs have argued that websites that are insufficiently compatible with screen reading software are in violation of Title III…more

Americans with Disabilities Act (ADA), Corporate Counsel, Department of Justice (DOJ), Disability Discrimination, Employer Liability Issues

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The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of…more

Acquisition Agreements, Acquisitions, Board of Directors, Business Litigation, Delaware General Corporation Law

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Lesson Learned: Man Charged with Insider Trading After Misappropriating Information from Wife’s Work-From-Home Calls

As we previously reported in March 2020, the implementation of remote work policies heightens the risk of misappropriation of trade secrets in remote work environments and could require businesses to take additional steps to…more

Coronavirus/COVID-19, Insider Trading, Misappropriation, Remote Working, Securities and Exchange Commission (SEC)

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Farewell, Chevron: Navigating Corporate Regulation Under Loper Bright

In Loper Bright Enterprises v. Raimondo, No. 22-451 (U.S. June 28, 2024), the United States Supreme Court (Roberts, J.) held that the Administrative Procedure Act (APA) requires courts to independently determine whether an…more

Administrative Procedure Act, Ambiguous, Chevron Deference, Chevron v NRDC, Consumer Financial Protection Bureau (CFPB)

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Federal Circuit Affirms Invalidation of Patents Manipulating Medical Imaging Data as Abstract

The Federal Circuit held that patent claims directed to storing and providing medical images over the web as “virtual views” were invalid under 35 U.S.C. § 101 because they involved nothing more than “converting data and using…more

Abstract Ideas, Appeals, Computer-Related Inventions, Innovative Technology, Motion to Dismiss

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Final Word on Final Rule? Texas District Court Eviscerates FTC’s Non-Compete Ban

On July 3, 2024, Judge Ada Brown of the U.S. District Court for the Northern District of Texas entered a limited, preliminary injunction barring the Federal Trade Commission (“FTC”) from enforcing its controversial Final Rule…more

Administrative Procedure Act, Arbitrary and Capricious, Corporate Counsel, Employees, Employer Liability Issues

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At the Crossroads - Brand integration deals involve copyright, trademark, and insurance considerations

At the crossroads of Hollywood Boulevard and Madison Avenue, a variety of legal and business issues must be considered and addressed in order to set the stage for a successful brand integration deal. In the historical television…more

Brand, Copyright, Television Commercials, Television Programming, Trademarks

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No Surprises Here – Providers Win Again in No Surprises Act TMA III Litigation Vacating Independent Dispute Resolution Rule

On August 2, 2024, the United States Fifth Circuit affirmed the rulings in the No Surprises Act litigation brought by the Texas Medical Association and other plaintiffs challenging the August 2022 Final Rule that has been issued…more

Department of Health and Human Services (HHS), Department of Labor (DOL), Dispute Resolution, Final Rules, Health Care Providers

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[Webinar] No Class, Just a Massive Headache: Mass Arbitrations - August 29th, 10:00 am - 11:00 am PT

Imagine arriving at the office to find 20 bankers' boxes full of 20,000+ individual arbitration demands. The claims appear identical and non-meritorious. But to even get a chance to make an argument, it will cost you nearly $60…more

Arbitration, Arbitration Fees, Arbitrators, Class Arbitration, Continuing Legal Education

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Eye On Privacy: 2021 Year in Review

Just as we thought 2022 was going to be significantly different than 2021, December 2021 and January 2022 events have thrown us for another (pandemic) loop. We anticipate that some of the privacy and cybersecurity developments…more

Artificial Intelligence, Auto-Dialed Calls, Biometric Information, Biometric Information Privacy Act, California Consumer Privacy Act (CCPA)

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Funny Business: Comedians Push for Music-Style Licensing

In the ongoing legal battle of Yellow Rose Productions, Inc. v. Pandora Media, LLC, a group of high-profile comedians, including Lewis Black, George Lopez, and the estates of Robin Williams and George Carlin, has filed a motion…more

Copyright, Copyright Infringement, Entertainment Industry, Intellectual Property Litigation, Intellectual Property Protection

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SEC Releases Pay Versus Performance Disclosure Requires For Public Companies

On August 25, 2022, the Securities and Exchange Commission adopted a pay versus performance rule in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act. The rule requires a registrant to disclose, in a…more

Corporate Counsel, Disclosure Requirements, Dodd-Frank, Executive Compensation, New Rules

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FAR Council Releases Rulemaking on Prohibitions for Semiconductors

On May 3, 2024, the FAR Council published an advanced notice of proposed rulemaking (the “Advanced Notice”) seeking to implement Section 5949 of the James M. Inohfe National Defense Authorization Act for Fiscal Year 2023…more

Advanced Notice of Proposed Rulemaking (ANPRM), Comment Period, DFARS, Federal Acquisition Regulations (FAR), Regulatory Agenda

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New York State Catches up to New York City, Expanding Accommodations for Nursing Mothers in the Workplace

Since 2017, New York State’s Nursing Mothers in the Workplace Act has required New York State employers to provide daily paid or unpaid break time to express milk up to three years following the birth of a child, and to provide…more

Breastfeeding, Department of Labor (DOL), Employees, Employer Liability Issues, Employment Policies

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A Big Deal: FTC and DOJ Issue Long-Awaited New Draft Merger Guidelines

On July 19, 2023, the Federal Trade Commission and Department of Justice jointly published long-anticipated proposed merger guidelines (the “Proposed Merger Guidelines”), which had been expected since President Biden issued an…more

Department of Justice (DOJ), Draft Guidance, Federal Trade Commission (FTC), Horizontal Merger Guidelines, Merger Controls

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NLRB Allows Student Assistants to Unionize, Signals Commitment to Expanding Its Reach

Last month, the National Labor Relations Board (the “NLRB” or “the Board”) reversed standing precedent and held that student assistants at private universities, including both graduate and undergraduate teaching and research…more

Brown University, Collective Bargaining, Columbia University, Graduate Students, NLRA

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The EU’s Initiatives to Redress the Effect of COVID-19 on the Entertainment Industry

Almost a year ago now, the pandemic outbreak disrupted the worldwide entertainment industry – and in particular, film and television production. Similar to the US, European audio-visual productions were halted, movie theaters…more

Coronavirus/COVID-19, Entertainment Industry, EU, Event Cancellation, Media

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Protecting Your Business Against Ransomware Attacks: A Primer

In light of the recent and escalating spate of ransomware attacks in the United States and internationally, the Biden administration has made it a top priority to strengthen the nation’s resilience against cyberattacks. Although…more

Best Practices, Biden Administration, Business Plans, Cyber Attacks, Cybersecurity

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Signing Contracts as a Representative May Lead to Individual Liability

Tharunidhar Narravula et al v. Perosphere Technologies, Inc. et al, Index No. 900410-21, Supreme Court, Albany County - In Narravula v. Perosphere Tech., 2021 NY Slip Op 50510(U) (Sup. Ct. Albany Cnty. 2021), Justice…more

Arbitration, Estoppel, Individual Accountability, Limited Liability Company (LLC), Share Purchase Agreements

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FDA’s Office of Prescription Drug Promotion Issues Its First Untitled Letter of the Year to Novartis for Misleading Statement Relating to KISQALI®

On January 18, 2024, the Office of Prescription Drug Promotion (OPDP) of the U.S. Food and Drug Administration (FDA) issued its first untitled letter of the new year to Novartis Pharmaceuticals Corporation (Novartis) regarding a…more

Food and Drug Administration (FDA), Misleading Statements, OPDP, Over The Counter Drugs (OTC), Prescription Drugs

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Texas Revolution: State Legislature Creates New Business Court System to Handle Significant Commercial Disputes

On May 25, 2023, the Texas Legislature enacted the biggest structural change to the Texas court system in recent memory. House Bill 19 (“HB 19”)—signed by Governor Greg Abbott in June—creates a new “Business Court” system for…more

Business Litigation, Commercial Litigation, Dispute Resolution, Governor Abbott, Litigation Strategies

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California Court of Appeal Provides Guidance, and Creates a Split, on Critical PAGA Issues

On November 30, 2021, the Court of Appeal, First Appellate District, issued an important opinion in Moniz v. Adecco USA, Inc., __ Cal. App. 5th __ (2021), which will impact employers facing PAGA lawsuits. Moniz clarified…more

Appeals, Appellate Courts, California, Employer Liability Issues, Employment Litigation

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Unfashionably Late: Seventh Circuit Rejects Misappropriation Claim Premised On Prototype Created Eleven Years Prior

The Seventh Circuit recently affirmed summary judgment in favor of a former employee and his new employer on claims for misappropriation of trade secrets relating to a prototype of an actuator created eleven years prior, holding…more

Former Employee, Misappropriation, Patent Litigation, Patents, Summary Judgment

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Key Insights for Obtaining FinTech Patents

Posted in Patents As with other rapidly-evolving technologies, the FinTech space is experiencing a frenzy of patent activity. As its name implies, FinTech is part financial innovation (“fin”) relating to new aspects of finance…more

FinTech, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Patent Applications, Patent Litigation

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Key Corporate Tax Aspects of the New Inflation Reduction Act

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the Act), a sweeping bill with significant tax, energy and healthcare implications..…more

Biden Administration, Corporate Taxes, Covered Entities, Excise Tax, Inflation Reduction Act (IRA)

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[Webinar] Emerging Claims Involving Insurance Class Actions - November 9th, 10:00 am - 10:45 am PT

This presentation will offer insight and strategies against emerging insurance class action claims in California involving a variety of topics, including total loss auto claims, wildfire smoke and Covid-19 claims, and theories…more

Auto Insurance, California, Class Action, Continuing Legal Education, Coronavirus/COVID-19

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Sheppard Submits Comments to Main Street Loan Program

On Thursday April 16, Sheppard Mullin submitted comments to the Federal Reserve about its terms sheets for the $600 Billion Main Street Loan Program. These comments raise and explore numerous important questions that the Fed and…more

Coronavirus/COVID-19, Federal Loans, Main Street Lending Programs, Relief Measures

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Update: AB 3129 Passes in California Senate and Nears Finish Line

After its passage in the California Senate on August 31, 2024, Assembly Bill No. 3129 (AB 3129) is now headed to Governor Newsom’s desk. As discussed in depth in our previous blog series on AB 3129, the legislation would…more

Acquisitions, California, Governor Newsom, Health Care Providers, Healthcare Facilities

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Sheppard Mullin’s Top 10 Takeaways from HLTH 2023

At HLTH 2023, we saw a focus on certain themes, including the shift in investments and M&A activity, hospital and health system innovation and transformation, the implementation of AI, and healthcare management. Below are our…more

Acquisitions, Artificial Intelligence, Healthcare, Healthcare Reform, Innovative Technology

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UPDATE: FCC’s New Pole Attachment Rules are Now Effective

On July 26, 2024, the Federal Communications Commission (“FCC”) issued a Public Notice announcing that new pole attachment rules, which the FCC adopted in a December 2023 Report and Order, are effective as of July 25, 2024. The…more

Broadband, FCC, New Rules, Public Notice, Telecommunications

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Corporate Internal Investigations: Best Practices

A CEO receives an anonymous call claiming that someone is stealing company trade secrets or that an employee is taking kickbacks from a vendor. A GC gets a call from the HR director who has an employee accusing the company of…more

Corporate Counsel, Human Resources Professionals, Internal Investigations

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The CMMC Rule To Update the DFARS is Here!

The proposed rule to implement the Cybersecurity Maturity Model Certification (“CMMC”) program in the Defense Federal Acquisition Regulation Supplement (“DFARS”) was published in the Federal Register on August 15, 2024 and will…more

Comment Period, Cybersecurity, Cybersecurity Framework, Cybersecurity Maturity Model Certification (CMMC), Department of Defense (DOD)

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The Tide Shifts in California Covid Premium Refund Cases

In the wake of the Covid-19 pandemic lockdown orders, policyholders were driving less and insurance company severities and loss ratios were reduced. This resulted in a temporary increase in insurance company profits. Beginning…more

California, Class Action, Coronavirus/COVID-19, Department of Insurance, Insurance Industry

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Eye on Privacy: 2023 Year in Review

ARTIFICIAL INTELLIGENCE - What is the Privacy Impact of the White House AI Order for Businesses? Posted November 28, 2023 Biden’s sweeping AI Executive Order sought to have artificial intelligence used in accordance with…more

Artificial Intelligence, Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Cross-Border Transactions

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Titleless Tales of the Headless

In August 2023, the New York District Attorney’s (NYDA) Antiquities Trafficking Unit, which specializes in investigating looted artifacts, seized a headless statue valued at $20 million from the Cleveland Museum of Art (CMA)…more

Art, Art Collections, Criminal Investigations, Cultural Artifacts, Museums

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MEDPAC Reviews Hospice; Proposes Quadrupling Cap Recoveries

On December 3, 2020, MEDPAC reviewed hospice data from 2019, noting these key metrics: • Medicare payments grew just under 10% to $20.9 billion; • Hospices served 1.6 million patients, including 51% of 2019 decedents (both…more

Health Care Providers, Home Health Care, Hospice, Medicare, MedPAC

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FDIC Settles with Bank for Repeat RESPA Violations, Doubling Previous Fine

The FDIC recently announced a consent order with an Oregon regional bank for violations of Section 8 of RESPA, the FTC Act, and the FRCA, resulting in a civil monetary penalty totaling $425,000. After conducting its…more

Civil Monetary Penalty, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), FDIC, Financial Institutions

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Tax Exemption for Federal Broadband Subsidies is the Next Big Step in Broadband Access for All

Universal broadband in the United States has evolved from an aspirational policy goal and now has become a robustly funded federal policy…more

American Rescue Plan Act of 2021, Broadband, FCC, Infrastructure Financing, Infrastructure Investment and Jobs Act (IIJA)

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SEC Continues its Cybersecurity Focus, Settles with Company over Lax Security Measures

The SEC recently issued an order and settlement against a company from a pair of cyberattacks in which millions of dollars of client funds were stolen. While the company was able to recover a portion of the funds and ultimately…more

Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach, Data Security

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Safety First for Retailers — New York Boosts Retail Safety with Mandatory Workplace Violence Prevention Plans, Annual Training Requirements and Panic Buttons

In an effort to mitigate the risk of violence at work, New York Governor Kathy Hochul signed into law the New York Retail Worker Safety Act (RWSA) on September 5, 2024. The law introduces stringent workplace violence prevention…more

Employee Training, Employment Litigation, Labor Reform, Labor Regulations, Legislative Agendas

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Massachusetts Joins the Pay Transparency Game and Ups the Ante with New Reporting Requirements

On July 31, 2024, Massachusetts Governor Maura Healey signed into law a bill that makes Massachusetts the 11th state to mandate pay transparency, joining California, Colorado, Connecticut, Hawaii, Illinois, Maryland, Nevada, New…more

Employer Liability Issues, Equal Pay, Hiring & Firing, Job Ads, Pay Transparency

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Eye on Privacy: 2023 Year in Review

ARTIFICIAL INTELLIGENCE - What is the Privacy Impact of the White House AI Order for Businesses? Posted November 28, 2023 Biden’s sweeping AI Executive Order sought to have artificial intelligence used in accordance with…more

Artificial Intelligence, Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Cross-Border Transactions

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Paid in Full: GSA Approves Advance Payment for SaaS Licenses

GSA long has stated that the “MAS program is designed to mirror commercial buying practices.” (Don’t laugh – I’m serious! Slide 12 if you don’t believe me.) In the commercial marketplace, SaaS licenses are sold for set periods…more

Advance-Payment Retainers, Federal Contractors, General Services Administration (GSA), Licenses, SaaS

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Second Circuit Limits “Tippee” Insider Trading Liability

In United States v. Newman, No. 13-1837 (2d Cir. Dec. 10, 2014), the United States Court of Appeals for the Second Circuit reversed the 2013 convictions of Anthony Chiasson and Todd Newman on charges of conspiracy to commit…more

Illegal Tipping, Insider Trading, Material Nonpublic Information, Personal Benefit, Securities

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Patent Infringement Pleading Standards Remain Unsettled Five Years After the Abrogation of Form 18 – Part 2: Pleading Standards in Delaware

December 1, 2020 marked the five-year anniversary of the Supreme Court’s abrogation of Form 18—the model complaint that provided the minimum requirements for stating a claim of direct infringement. Following the abrogation of…more

Abrogation, Judges, Jurisdiction, Patent Infringement, Patent Litigation

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The Corporate Transparency Act and Foreign Entities: What You Need to Know and How We Can Help

On January 1, 2024, the Corporate Transparency Act (the “CTA”) became effective. For the first time, all US and foreign entities that are determined to qualify as “reporting companies” will be required to report to the U.S…more

Beneficial Owner, Business Ownership, Corporate Governance, Corporate Transparency Act, FinCEN

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Warning! FDA Issues Warning Letters for Products Containing Delta-8 THC

On May 4, 2022, the Food and Drug Administration (FDA) issued warning letters to five companies it asserts are illegally marketing products labeled as containing delta-8 tetrahydrocannabinol (Delta-8 THC) in ways that violate…more

Cannabis Products, Enforcement Actions, Federal Food Drug and Cosmetic Act (FFDCA), Food and Drug Administration (FDA), Hemp

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The EU Foreign Subsidies Regulation: New Rules for All Companies Active in the EU

On 12 July 2023, the new EU Foreign Subsidies Regulation (“FSR”) started applying to all non-EU and EU companies and all sectors of the economy. FSR filled a regulatory gap which existed since 1958. The European Commission (the…more

Competition, Corporate Counsel, EU, FCC, Foreign Subsidiaries

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John’s Grill, Inc. v. Hartford Financial Services, Group, Inc.: Illusory Coverage, Unambiguous Policy Language, and the Enforceability of Limited Coverage Endorsements

In its latest Covid-era coverage case, John’s Grill, Inc. v. Hartford Financial Services, Group, Inc., the California Supreme Court held that an insured cannot use the “illusory coverage doctrine to transform the policy’s…more

Appeals, CA Supreme Court, Coronavirus/COVID-19, Insurance Claims, Insurance Industry

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CARU Settles With KidGeni AI Platform Over Alleged Privacy Violations 

The Children’s Advertising Review Unit recently settled with KidGeni – a generative art platform intended for children- for allegedly violating both CARU’s guidelines and COPPA. According to CARU, which is a self-regulatory…more

Artificial Intelligence, CARU, Class Action, COPPA, Data Collection

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Having Trouble Recruiting Physicians? The Conrad 30 Window is Opening Soon

The U.S. has long had a shortage of physicians in various practice areas. The shortage is even more pronounced in rural areas. International medical graduates (IMG’s) who come to the U.S. to complete a residency in a specialty…more

H-1B, Health Care Providers, Healthcare, Healthcare Reform, Immigration

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Regulators Ramp up Scrutiny of Games’ Business Models

On August 28, the CFPB issued a Consumer Advisory warning that it believes video game companies are targeting children for monetary gain. With 45.7 million U.S. children engaged in video gameplay, the agency is concerned about…more

Business Model, Consumer Advisory Board, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Cybersecurity

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Claiming Inflation Reduction Act Tax Credits and Deductions on Your 2024 Return? Make Sure You Complied with the Prevailing Wage and Apprenticeship Requirements

Tax season is here. As a result, many companies may be seeking to claim the increased tax credits and deductions available under the Inflation Reduction Act (the “IRA”)..…more

Apprenticeships, Davis-Bacon Act, Energy Projects, Federal Contractors, Inflation Reduction Act (IRA)

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AI Considerations in Government Contract Related M&A Transactions

As general interest and investment in AI has accelerated since the initial public launch of ChatGPT, so too has the U.S. federal government both increased its spending in the area and the speed with which it adopted guidelines…more

Acquisitions, Artificial Intelligence, Bias, Bots, Cross-Border

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Attention Maryland Providers: Are You Availing Yourselves of Regulatory Flexibilities under the TCOC Model?

An April 2024 independent report (“Report”) analyzed the results of the first four years following implementation of the Maryland Total Cost of Care Model (the “TCOC Model”), finding that between 2019 and 2022 (the “TCOC…more

Centers for Medicare & Medicaid Services (CMS), Health Care Providers, Health Insurance, Healthcare, Healthcare Reform

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FTC Votes to Ban Noncompete Agreements

On April 23, 2024, the Federal Trade Commission (the “FTC”) voted 3-2 to issue its final rule (“Final Rule”) banning employers from imposing noncompete clauses on their workers, approving the final rule in a special Open…more

Employees, Employer Liability Issues, Employment Contract, Exemptions, Federal Bans

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CFPB Issues Factsheet On TRID Title Insurance Disclosures And Updates TRID FAQ

On June 9 the Consumer Financial Protection Bureau (CFPB) published a Factsheet on how to disclose title insurance on the Loan Estimate and Closing Disclosure, including when a negative owner’s title insurance cost disclosure is…more

Closing Costs, Consumer Financial Protection Bureau (CFPB), Loan Estimates, Mortgage Lenders, TILA-RESPA Integrated Disclosure Rule (TRID)

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Ubrelvy Untitled Letter – A Double Fault for AbbVie? Or Makeup Misread for FDA?

On August 29, 2024, the U.S. Food and Drug Administration (FDA) Office of Prescription Drug Promotion (OPDP) issued an untitled letter to AbbVie, Inc. (AbbVie) regarding a promotional, direct-to-consumer (DTC) television…more

Advertising, Direct to Consumer Sales, Food & Drug Regulations, Food and Drug Administration (FDA), Labeling

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New York’s Long-Arm Jurisdiction Extends its Reach

The scope of New York’s long arm jurisdiction may be broader than you anticipate. In State of New York v. Vayu, 2023 N.Y. Slip Op. 801, 2023 WL 1973001 (February 14, 2023), the New York Court of Appeals, in a 5-1 decision,…more

Jurisdiction, Long Arm Statute, Personal Jurisdiction, Unmanned Aircraft Systems

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Closing the Southern Border to Indirect Chinese Imports: U.S. Proclamations on Steel and Aluminum Imports from Mexico

Effective July 10, 2024, President Biden issued two Presidential Proclamations aimed at refining the tariff exclusions under Section 232 of the Trade Expansion Act of 1962 for steel and aluminum imports from Mexico. Together,…more

Aluminum Sales, China, Duties, Duty Free, Imports

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SheppardMullin Six: Groundbreaking BOEM Lease Sale in New York Bight Further Accelerates Offshore Wind Development in the Atlantic

On January 12, 2022, the Bureau of Ocean Energy Management (“BOEM”) issued its Final Sale Notice for the auction of six offshore wind lease areas in federal waters off the coasts of New York and New Jersey (the “NY Bight FSN”),…more

BOEM, Leases, Offshore Wind, Supply Chain

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California Mandatory Solar Update: First Community Solar Program Approved by California Energy Commission

On February 20, 2020, the California Energy Commission approved its first community solar system under the 2019 Energy Code, which allows developers of new homes within Sacramento Municipal Utility District (“SMUD”) to meet…more

California Energy Commission, CC&Rs, Energy Sector, Housing Developers, Municipalities

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The Close-Out Debrief

Investigations are stressful for an organization’s leadership. But what is often overlooked is that they are stressful for an organization’s employees as well. The need-to-know nature of internal investigations usually restricts…more

Board of Directors, Business Operations, Cooperation, Corporate Governance, Corporate Management

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DHS Releases New Form I-9 and Video Verification Procedure: Guidance and Checklists for Busy Employers

On August 1, 2023, the Department of Homeland Security (“DHS”) released a new Form I-9. The previous one was issued in 2019 and expires on October 31, 2023.  In addition, DHS recently announced enhanced remote verification…more

Coronavirus/COVID-19, Department of Homeland Security (DHS), Department of Labor (DOL), E-Verify, Employer Liability Issues

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The PACE Solution to Increasing Demands for Long-Term Services and Supports in the U.S.

As individuals continue to live longer beyond retirement and the U.S. population size of those 65 years and older continues to increase, the demand for long-term services and supports (“LTSS”) is also expected to increase. LTSS…more

Centers for Medicare & Medicaid Services (CMS), Elder Care, Long Term Care Facilities, Long-Term Care, Medicaid

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What Employers Need to Know About Newly Proposed Non-Compete Legislation in New Jersey

Following a nationwide trend, New Jersey recently joined a growing list of states seeking to limit the use of non-compete and non-solicitation agreements by employers. On May 19, 2022, the New Jersey Assembly’s Labor…more

Attorney's Fees, Compensation, Damages, Enforcement, Fair Labor Standards Act (FLSA)

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6 Key Considerations for Selling Carbon Pollution-Free Electricity to the Federal Government

In line with the goals set forth in the Federal Government’s Federal Sustainability Plan, the General Services Administration (“GSA”) recently issued a Request for Information (“RFI”) stating its intent to acquire approximately…more

Electricity, Energy Projects, Energy Sector, Federal Procurement Systems, General Services Administration (GSA)

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Key Corporate Tax Aspects of the New Inflation Reduction Act

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the Act), a sweeping bill with significant tax, energy and healthcare implications..…more

Biden Administration, Corporate Taxes, Covered Entities, Excise Tax, Inflation Reduction Act (IRA)

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FTC’s Shuts Down Operators of Debt Relief Enterprise

On July 11, the Federal District Court for the Middle District of Florida granted the FTC’s request for a temporary restraining order against operators of a debt relief enterprise that unlawfully charged consumers illegal…more

Debt Relief, Debt-Relief Industry, Department of Education, Enforcement Actions, Federal Trade Commission (FTC)

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Loper Bright and Relentless 101: What Regulated Businesses Need to Know at the Dawn of the Post-Chevron Era

In late June, the U.S. Supreme Court took an important step toward conscribing the power of federal agencies, abandoning the “Chevron doctrine” and its requirement that federal courts defer to agency interpretations of ambiguous…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Corner Post Inc v Board of Governors of the Federal Reserve System, Corporate Counsel

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Game On: SAG-AFTRA’s Video Game Performer Members Strike Over AI Concerns

After almost 2 years of negotiations over a new interactive media agreement with video game industry giants such as Activision, Electronic Arts, Warner Bros. and Walt Disney Co., video game performers voted to strike as of…more

Activision, AFTRA, Artificial Intelligence, Artificial Reproduction, Disney

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An Evolving High-Wire Act: Navigating Conflicting Laws, Regulations, and Guidance in the ESG Space

The idea that investors might choose to consider certain environmental, social, and governance factors when deciding whether to buy shares of a company—a concept commonly known as ESG—continues to gain popularity with trillions…more

Best Practices, Business Plans, Business Strategies, Capital Investments, Corporate Governance

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Antitrust Under Biden: Taking a Closer Look at the Numbers

Leading up to the U.S. presidential election this November, our Antitrust & Competition team continues to offer insights into what antitrust enforcement may look like under the next presidential administration. As we look…more

Acquisitions, Antitrust Division, Biden Administration, Corporate Counsel, Department of Justice (DOJ)

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New Decision Gives an Insured the Right to Videotape Examinations Under Oath

In a suspicious insurance claim, it is common for insurers to request that an insured answer questions about the claim at an examination under oath (“EUO”). But a new opinion from the California Court of appeal changes what an…more

California, Examinations Under Oath, Insurance Industry, Insurance Litigation

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Trust and Estate Considerations With the Corporate Transparency Act

The Corporate Transparency Act (“CTA”) was enacted as part of the National Defense Authorization Act and establishes that certain types of business entities must report to the Financial Crimes Enforcement Network (“FinCEN”)…more

Beneficial Owner, Corporate Transparency Act, Estate Planning, FinCEN, Irrevocable Trusts

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California Supreme Court Clarifies PAGA Standing When “Individual PAGA Claims” Have Been Compelled to Arbitration

On July 17, 2023, the California Supreme Court decided an important state law issue raised by the United States Supreme Court’s decision in Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906 (2022). Viking River Cruises held…more

Arbitration Agreements, CA Supreme Court, Employer Liability Issues, Employment Litigation, Federal Arbitration Act

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Federal Circuit Provides Insight on Induced Infringement Claims in Amarin Pharma Inc. v. Hikma Pharmaceuticals USA Inc.

The case of Amarin Pharma, Inc. and its affiliates versus Hikma Pharmaceuticals USA Inc. and Hikma Pharmaceuticals PLC presents a fascinating intersection of patent law, FDA regulatory strategy, and pharmaceutical marketing…more

Food and Drug Administration (FDA), Generic Drugs, Patent Infringement, Patent Litigation, Patents

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Busted: Manhattan Prosecutors Seize an Ancient Roman Bust from the Worcester Art Museum

In 1966, an ancient bronze bust found its way to the Worcester Art Museum in Massachusetts. Believed to depict the daughter of the Roman emperor, Marcus Aurelius, it was titled “Portrait of a Lady (A Daughter of Marcus…more

Art, Cultural Artifacts, Investigations, Museums, Paintings Sculptures and Engravings

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Hotels Provide Sanctuary on the Front Lines; Saving Grace in the Time of Crisis

The COVID-19 pandemic has emptied hotels. Occupancy rates have plummeted. Owners and operators are laying off staff and closing hotels. But in the midst of a crisis, need and opportunity meet. Cities across the country,…more

Commercial Contracts, Coronavirus/COVID-19, Emergency Management Plans, Fair Housing Act (FHA), Public Accommodation

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Sharing Motion Picture Materials: Practical Considerations

There are a number of issues relating to distribution that arise in split rights deals for motion pictures. Whether it’s an acquisition, co-production or co-financing arrangement, one of the more important deal points is what…more

Counterparties, Distributors, Film Industry, Indemnification, Indemnity

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Unleashing AB 2216: Will Fido Have a Leg Up on Landlords?

The California State Legislature is considering Assembly Bill (AB) 2216, a measure introduced by Assemblymember Matt Haney, that would force landlords to permit pets in residential rental properties. Specifically, the proposed…more

California, Landlords, Leases, Legislative Agendas, New Legislation

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Washington’s Amended Non-Compete Law Creates New Considerations for Employers

Washington Governor Jay Inslee recently signed Senate Bill 5935 into law, amending and expanding Washington’s statute restricting the enforceability of noncompetition covenants (Revised Code of Washington 49.2). The amended…more

Choice-of-Law, Employees, Employer Liability Issues, Employment Contract, Exceptions

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Insurance Team Year End Review

Throughout 2022, Sheppard Mullin’s insurance practice group demonstrated excellence in all stages of litigation, continuing to solidify its role as trusted counsel to the nation’s leading insurers, including Liberty Mutual,…more

Bad Faith, Insurance Claims, Insurance Industry, Insurance Litigation, Policy Exclusions

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CDP Applicant May Not Challenge Local Agency’s CEQA Decision on Coastal Development Permit While CDP Appeal to Coastal Commission Is Pending

In Fudge v. City of Laguna (G055711), published on February 13, 2019, the Fourth District Court of Appeal joined the First and Sixth Districts by reaffirming the need for a litigant to wait for the California Coastal…more

Administrative Remedies, Appeals, Building Permits, CA Supreme Court, California Coastal Commission

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Navigating Dual Purpose Communications After SCOTUS (Almost) Weighs in on Attorney-Client Privilege: 5 Practical Tips for Healthcare Attorneys

Inside and outside healthcare counsel should know that the way they guide clients through legal and business issues may need to change based on a recent Ninth Circuit case governing the protections afforded to attorney-client…more

Attorney-Client Privilege, Dual Purpose, Healthcare, Legal Advice, Privileged Communication

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CFPB Confirms November 30 Effective Date for Debt Collection Final Rules

The CFPB recently announced that its two final debt collection rules implementing the Fair Debt Collection Practices Act (FDCPA) will take effect as planned on November 30. The CFPB had previously proposed extending the final…more

Consumer Financial Protection Bureau (CFPB), Debt Collection, Debt Collectors, Debtors, Disclosure Requirements

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The Developing “Avoided Costs” Remedy in Trade Secret Litigation

Should a defendant found liable for stealing trade secrets have to fork over all of the research and development costs it theoretically avoided by misappropriating the secrets? Yes, according to the “avoided costs” theory of…more

Defend Trade Secrets Act (DTSA), Misappropriation, Punitive Damages, Remedies, Trade Secrets

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Fifth Circuit Expected To Issue Landmark Ruling Concerning Recognition of Foreign Bankruptcy Proceedings Contrary to US Public Policy

In a widely followed dispute, the Fifth Circuit Court of Appeals will soon render a decision on the appeal of a Texas Bankruptcy Court’s refusal to recognize non-debtor third party releases in the Mexican reorganization…more

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Sheppard Submits Comments to Main Street Loan Program

On Thursday April 16, Sheppard Mullin submitted comments to the Federal Reserve about its terms sheets for the $600 Billion Main Street Loan Program. These comments raise and explore numerous important questions that the Fed and…more

Coronavirus/COVID-19, Federal Loans, Main Street Lending Programs, Relief Measures

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U.S. Department of Labor Rescinds Trump-Era Rule on Association Health Plans (AHPs)

On April 29, 2024, the U.S. Department of Labor (the “DOL”) issued a final rule (the “Final Rule”) rescinding the 2018 Association Health Plan rule (“2018 AHP Rule”), thereby marking a return to the more rigid pre-2018…more

Affordable Care Act, Association Health Plans, Department of Labor (DOL), Employer Group Health Plans

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2024 Top-of-Mind Issues for Life Sciences Companies

As we reflect on 2023 and make predictions for 2024, it is remarkable the number of significant events occurring this past year that will be impactful for the activities of the life sciences industry going forward. Although…more

Acquisitions, Amgen v Sanofi, Antitrust Division, Artificial Intelligence, Biden Administration

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California Supreme Court Holds Meal Period Premiums Are “Wages” and May Trigger Wage Statement and Waiting Time Penalties

On May 23, 2022, in Naranjo v. Spectrum Security Services, Inc., P.3d (2022), the California Supreme Court issued an important wage-and-hour decision.  In Naranjo, the Court held that meal break premiums that an employer pays to…more

CA Supreme Court, Class Action, Employer Liability Issues, Labor Code, Rest and Meal Break

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There Are Limits! Reining In FCA Penalties Pursuant to the Excessive Fines Clause

In the high-stakes realm of False Claims Act (FCA) litigation per-claim penalties can reach daunting levels that dwarf even treble damages. A recent ruling from the Eighth Circuit Court provides valuable guidance on the limits…more

Eighth Amendment, Excessive Fines Clause, False Claims Act (FCA), Healthcare, Intervenors

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AI Considerations in Government Contract Related M&A Transactions

As general interest and investment in AI has accelerated since the initial public launch of ChatGPT, so too has the U.S. federal government both increased its spending in the area and the speed with which it adopted guidelines…more

Acquisitions, Artificial Intelligence, Bias, Bots, Cross-Border

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A Closer Look: Unpacking California’s Landmark PAGA Legislation

As previously discussed, on June 18, 2024, California’s political leaders announced a tentative deal to reform a number of aspects of California’s Private Attorneys General Act (“PAGA”). On June 27, 2024, the PAGA reform bills,…more

California, Employees, Employer Liability Issues, Employment Litigation, Labor Code

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DOL Issues Final Rule Amending FMLA Definition of “Spouse” to Include Same-Sex Marriages

The U.S. Department of Labor has issued a final rule amending the regulatory definition of “spouse” under the Family and Medical Leave Act (“FMLA”). We earlier reported on the DOL’s proposed rule to this effect, which is now…more

Department of Labor (DOL), DOMA, Employer Mandates, Family and Medical Leave Act (FMLA), Final Rules

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San Diego City Council Approves Union-Friendly Citywide Project Labor Agreement Restricting Most City Construction Projects

On January 30, 2024, the San Diego City Council approved an ordinance implementing Mayor Todd Gloria’s proposal to establish an extensive project labor agreement (“PLA”), which is slated to impose various conditions and…more

Construction Project, DBE Program, Local Ordinance, New Legislation, New Rules

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SCOTUS to Review Case Impacting Medicare Reimbursement for Hospitals Treating Low-Income Patients

On June 10, 2024, the U.S. Supreme Court granted certiorari in Advocate Christ Medical Center v. Becerra for the October 2024 – 2025 term to review a D.C. Circuit Court of Appeals ruling potentially affecting up to $4 billion in…more

Appeals, Cash Transactions, Certiorari, Department of Health and Human Services (HHS), Hospitals

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California’s New Heat Illness Prevention Standard for Indoor Workplaces Is Now Effective

California’s new “Heat Illness Prevention in Indoor Places of Employment” standard is now in effect as of July 23, 2024. The new regulation applies to most California workplaces where the indoor temperature reaches 82°F or…more

Cal-OSHA, California, Compliance, Employee Training, Health and Safety

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Farm Lending Pitfalls For Urban Lawyers

OK, so you’re a sophisticated lending attorney in Metropolis who is comfortable with everything from aircraft financing to syndicated loans secured by casinos in Macau. Yet you feel a twinge of uncertainty when a business loan…more

Agricultural Sector, Lenders, Liens, Perishable Agricultural Commodities Act (PACA), Uniform Commercial Code (UCC)

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Final Word on Final Rule? Texas District Court Eviscerates FTC’s Non-Compete Ban

On July 3, 2024, Judge Ada Brown of the U.S. District Court for the Northern District of Texas entered a limited, preliminary injunction barring the Federal Trade Commission (“FTC”) from enforcing its controversial Final Rule…more

Administrative Procedure Act, Arbitrary and Capricious, Corporate Counsel, Employees, Employer Liability Issues

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Open COVID Pledge Seeks to Make IP Available for Use in Ending COVID-19

The Open COVID Coalition, comprising an international group of scientists and attorneys, has published the Open COVID Pledge, which calls upon organizations worldwide to make their patents and copyrights freely available to…more

Coronavirus/COVID-19, Intellectual Property Protection, Patents, Relief Measures, USPTO

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Unleashing AB 2216: Will Fido Have a Leg Up on Landlords?

The California State Legislature is considering Assembly Bill (AB) 2216, a measure introduced by Assemblymember Matt Haney, that would force landlords to permit pets in residential rental properties. Specifically, the proposed…more

California, Landlords, Leases, Legislative Agendas, New Legislation

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SEC Announces Charges Against Insiders for Reporting Failures and Adopts Amendments to Schedule 13D and 13G Report Filing Timelines

On September 27, 2023, the Securities and Exchange Commission (the “SEC”) announced charges against six officers, directors, and major shareholders of public companies (“insiders”) for failing to timely report and file…more

Corporate Governance, Disclosure Requirements, Enforcement Actions, Filing Deadlines, Proposed Amendments

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Nasdaq, FINRA and NYSE Issue Warnings of Small-Cap IPO Fraud

On November 17, 2022, each of Nasdaq, FINRA and NYSE released Regulatory Alerts highlighting concerns surrounding fraudulent activities in Small-Cap IPOs. Each of these alerts raises similar issues, highlights the importance of…more

Enforcement Actions, Financial Industry Regulatory Authority (FINRA), Fraud Alerts, Initial Public Offering (IPO), Investigations

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CMS Announces Medicare Advantage and Part D Rates for CY 2025

On April 1st, the Centers for Medicare & Medicaid Services (“CMS”) announced its Medicare Advantage (“MA”) Capitation Rates and Part C and Part D Payment Policies for Calendar Year (“CY”) 2025. This announcement builds on the…more

Centers for Medicare & Medicaid Services (CMS), Fee-for-Service, Inflation Reduction Act (IRA), Medicare, Medicare Advantage

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Intervening Authority: California Supreme Court Curbs the Authority of PAGA Litigants to Intervene in Overlapping PAGA Actions

On August 1, 2024, the California Supreme Court issued a decision in Turrieta v. Lyft that substantially narrows the authority of PAGA litigants to intervene in overlapping PAGA actions. The Supreme Court’s ruling confirms that…more

California, Corporate Counsel, Employer Liability Issues, Employment Litigation, Governor Newsom

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New Court Ruling Pokes Holes in Contractual Limitation of Liability Language in Commercial Leases

Creating certainty in the inherent uncertainty of the future is the name of the game when it comes to drafting commercial leases. When courts overrule provisions that the parties to the lease have agreed upon, however, that…more

Asbestos, California, Civil Code, Commercial Leases, Commercial Litigation

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China’s Implementation of Patent Term Adjustment

On August 6, 2024, the China National Intellectual Property Administration (CNIPA) announced the fee standards for patent term adjustment (PTA) requests. Before this announcement, all submitted requests for PTA were pending…more

China, CNIPA, Intellectual Property Protection, Patent Term Adjustment, Patent Terms

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California’s AI Safety Bill: A Groundbreaking Move Amidst Industry Controversy and What AI Developers Can Do to Prepare

In a historic turn of events, California is poised to become the first state to enact comprehensive AI safety legislation with the introduction of SB 1047. This bill, designed to address the potential risks associated with…more

Artificial Intelligence, California, General Assembly, Governor Newsom, Legislative Agendas

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Department of Justice Withdraws Key Healthcare Antitrust Policy Statements

On Friday, February 3, the Department of Justice, Antitrust Division (the “DOJ”) announced its withdrawal of three policy statements on health care antitrust enforcement: (1) The Department of Justice and Federal Trade…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC)

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Hospitality Alert: Quick Facts on the Corporate Transparency Act

Whether you are a hotel owner, operator, or developer, or anyone who has an interest in an LLC, corporation, or limited partnership, you should be aware of your new compliance obligations under the Corporate Transparency Act…more

Beneficial Owner, Business Entities, Corporate Transparency Act, Enforcement, FinCEN

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Loper Bright and Relentless 101: What Regulated Businesses Need to Know at the Dawn of the Post-Chevron Era

In late June, the U.S. Supreme Court took an important step toward conscribing the power of federal agencies, abandoning the “Chevron doctrine” and its requirement that federal courts defer to agency interpretations of ambiguous…more

Administrative Procedure Act, Chevron Deference, Chevron v NRDC, Corner Post Inc v Board of Governors of the Federal Reserve System, Corporate Counsel

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[Webinar] Careful What You Say: The Latest in False Advertising Litigation - July 25th, 10:00 am - 11:00 am PT

This presentation will cover the newest trends in false advertising cases, including product-labeling claims, ESG claims, statutory damage threats and more…more

Advertising, Continuing Legal Education, Environmental Social & Governance (ESG), False Advertising, Product Labels

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Enactment of Los Angeles and San Diego Minimum Wage and Paid Sick Leave Ordinances Requires Employers to Reassess Their Policies

The cities of Los Angeles and San Diego recently approved minimum wage and sick leave ordinances that will apply to all employees who work within those cities’ geographical limits. Employers with employees who work in these…more

Employer Liability Issues, Local Ordinance, Minimum Wage, Sick Leave, Wage and Hour

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California Court of Appeal Reaffirms Disapproval of “Browsewrap” Agreements to Arbitrate

Consent is generally a precondition to an enforceable contract. Some website operators have attempted to enforce arbitration clauses set forth in the terms and conditions listed on their websites just because a consumer visited…more

Arbitration, Browsewrap Agreement, California, Consent, Federal Arbitration Act

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The Sheppard Mullin Six - Social Loan Principles

Investors are increasingly focused on Environmental, Social, and Governance (ESG), and more companies are reporting on these statistics. Reporting on ESG metrics is challenging because there is a lack of consistency in the…more

Capital Markets, Energy Projects, Energy Sector, Environmental Social & Governance (ESG), Green Loans

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Regulators Ramp up Scrutiny of Games’ Business Models

On August 28, the CFPB issued a Consumer Advisory warning that it believes video game companies are targeting children for monetary gain. With 45.7 million U.S. children engaged in video gameplay, the agency is concerned about…more

Business Model, Consumer Advisory Board, Consumer Financial Protection Bureau (CFPB), Consumer Protection Laws, Cybersecurity

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Federal Circuit Clarifies Test for Exception to Increasingly Rare Interference Proceedings

Speck v. Bates, No. 2023-1147 (Fed. Cir. May 23, 2024) addressed two issues, (1) whether courts should apply a one-way test or a two-way test to determine if pre-critical claims materially differ from post-critical claims, such…more

America Invents Act, Claim Construction, Intellectual Property Protection, Inter Partes Review (IPR) Proceeding, Interference Proceeding

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The EU Commission Gets Serious About Foreign Direct Investment Screening

As part of its European Economic Security Package, the European Commission (‘Commission’) has recently proposed a number of legislative proposals and White Papers intended to better protect Europe’s strategic interests..…more

Acquisitions, CFIUS, Corporate Counsel, EU, EU Screening Regulation

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Key Corporate Tax Aspects of the New Inflation Reduction Act

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the Act), a sweeping bill with significant tax, energy and healthcare implications..…more

Biden Administration, Corporate Taxes, Covered Entities, Excise Tax, Inflation Reduction Act (IRA)

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Summary of Actions Taken by US Government on Sunday, March 12 in Response to SVB Failure and Related Fallout

Following FDIC’s actions on Friday to place Silicon Valley Bank (“SVB”) in receivership, the Department of the Treasury, the FDIC, and the Federal Reserve announced several measures on Sunday, March 12, 2023 aimed at avoiding…more

Banking Sector, Banks, Depository Institutions, FDIC, Federal Reserve

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Tax Reform: Nonprofits and their Executives Brace for Impact

The Senate voted yesterday to begin formal negotiations with the House of Representatives to reconcile their two versions of the Tax Cuts and Jobs Act, a bill that seeks to make sweeping changes to federal tax law. Republicans…more

Business Taxes, Charitable Donations, Colleges, Corporate Taxes, Executive Compensation

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California Court of Appeal Decision May Result in Big Tax Savings for Some Commercial Property Owners

In a decision that could save some commercial property owners hundreds of thousands of dollars in taxes, the Court of Appeal for the First Appellate District of California held in 731 Market Street Owner, LLC v. City and County…more

Appeals, Commercial Property Owners, CVS, IRS, Landlords

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Sheppard Mullin’s Top 10 Takeaways from HLTH 2023

At HLTH 2023, we saw a focus on certain themes, including the shift in investments and M&A activity, hospital and health system innovation and transformation, the implementation of AI, and healthcare management. Below are our…more

Acquisitions, Artificial Intelligence, Healthcare, Healthcare Reform, Innovative Technology

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Texas Central Wins Authority to Take Land for High-Speed Rail System

Move over luxury bus lines and quick flights. Central Texans should be on the lookout for bulldozers and train stops. On June 24, 2022, the Supreme Court of Texas held that Texas Central Railroad & Infrastructure, Inc. and…more

Construction Industry, Infrastructure, Railroads, Railways, Texas

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Latest Round of SEC “Off-Channel” Communications Settlements Highlights Risks for Investment Advisers and Benefits of Self-Reporting

More than two years after announcing the first round of settlements in the ongoing “off-channel communications” probe, the SEC recently announced another round of settlements with 26 financial firms, totaling $390 million in…more

Broker-Dealer, Recordkeeping Requirements, Registered Investment Advisors, Securities and Exchange Commission (SEC), Securities Litigation

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Federal Circuit Upholds Rifaximin Patent Rulings, Affirms ANDA Approval Restrictions

In Salix Pharmaceuticals, Ltd. v. Norwich Pharmaceuticals, Inc. 2023-1952 (Fed. Cir. April 11, 2024), this case involves appellate review of a district court’s findings regarding patent obviousness and infringement in…more

Abbreviated New Drug Application (ANDA), Appeals, Food and Drug Administration (FDA), Hatch-Waxman, Intellectual Property Protection

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Congress Extends Renewable Energy Tax Credits in 2021 Omnibus Spending Bill

As Congress was completing final negotiations of the stimulus package dealing with the public health and economic impacts of the coronavirus pandemic, several key energy provisions made their way into the 5593-page omnibus…more

Carbon Capture and Sequestration, Coronavirus/COVID-19, Energy Storage, Energy Tax Incentives, Financial Stimulus

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Corporate Transparency Act: Reporting Requirements; Preparing Your Company and Other Related Considerations

The Corporate Transparency Act (“CTA”) was enacted as part of the National Defense Authorization Act for Fiscal Year 2021. The CTA aims to enhance transparency of beneficial ownership information for certain types of business…more

Beneficial Owner, Business Entities, Business Ownership, Corporate Governance, Corporate Transparency Act

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What Employers Need to Know in a Post-Dobbs Landscape

On June 24, 2022, in Dobbs v. Jackson Women’s Health Organization, the United States Supreme Court overturned both Roe v. Wade and Planned Parenthood v. Casey and held the access to abortion is not a right protected by the…more

Americans with Disabilities Act (ADA), Department of Labor (DOL), Dobbs v. Jackson Women’s Health Organization, Employee Benefits, Employee Handbooks

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Panama Announces Intent to Offer Concessions to Operate Regional Airports

On August 8, 2024, the government of the Republic of Panama (“ROP”) gave notice that it would soon publish a request for expressions of interest for the purpose of obtaining a short list of qualified international companies with…more

Airports, Business Strategies, Cross-Border Transactions, Investment, Investors

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Eye on Privacy: 2023 Year in Review

ARTIFICIAL INTELLIGENCE - What is the Privacy Impact of the White House AI Order for Businesses? Posted November 28, 2023 Biden’s sweeping AI Executive Order sought to have artificial intelligence used in accordance with…more

Artificial Intelligence, Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Cross-Border Transactions

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Distressed Acquisitions – Key Considerations

The current COVID-19 pandemic is causing an unprecedented negative impact on businesses around the globe in nearly every sector of the economy. Both the US Government as well as Foreign Governments have and will continue to…more

Acquisitions, Coronavirus/COVID-19, Mergers

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ICSID 2018 Caseload Reflects Continued Uptick of Investor-State Arbitrations

The International Centre for Settlement of Investment Disputes (ICSID) has released its 2018 caseload statistics. In 2018 ICSID registered a record 56 new cases, as compared to 53 cases registered in 2017. Since the first case…more

Bilateral Investment Treaties, Caseloads, Energy Charter Treaty, Foreign Investment, ICSID

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The SEC’s Sudden Impact on NFTs!

On August 28, 2023, the Securities and Exchange Commission (“SEC”) instituted cease-and-desist proceedings under Section 8A of the Securities Act against Impact Theory, a Los Angeles media and entertainment company, alleging…more

Cryptocurrency, Enforcement Actions, Howey, Non-Fungible Tokens (NFTs), Registration Requirement

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FCC Proposes New Rules Governing AI-Generated Robocalls

On August 8, 2024, the Federal Communications Commission (“FCC”) issued a Notice of Proposed Rulemaking (“NPRM”) to address the growing use of AI-generated robocalls. The FCC’s NPRM follows a 2023 inquiry proceeding into how the…more

Artificial Intelligence, Comment Period, FCC, New Rules, Notice of Proposed Rulemaking (NOPR)

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A Win for Consistency Evaluations Under CEQA Guidelines 15183: Court Rules that Public Controversy is not a Basis for Additional Environmental Review

In its recent decision in Hilltop Group Inc. v. County of San Diego, California’s Fourth District Court of Appeal issued a number of holdings that resulted in a strong ruling in support of streamlined environmental review for…more

Air Quality Standards, Appeals, California, CEQA, Environmental Impact Report (EIR)

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Update: AB 3129 Passes in California Senate and Nears Finish Line

After its passage in the California Senate on August 31, 2024, Assembly Bill No. 3129 (AB 3129) is now headed to Governor Newsom’s desk. As discussed in depth in our previous blog series on AB 3129, the legislation would…more

Acquisitions, California, Governor Newsom, Health Care Providers, Healthcare Facilities

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New Employment Laws to Look Out for in 2021

On January 1, 2021, various new and amended employment laws will go into effect in California. Below is a summary of some of these laws that employers should make themselves aware of heading into the new year. All laws discussed…more

Acute Facilities, Arbitration, Attorney's Fees, California Family Rights Act (CFRA), Centers for Disease Control and Prevention (CDC)

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Solving for Physician Burnout: How Organizations Can Deploy AI Solutions to Effectively Support Physician Workloads and Avoid Legal Pitfalls

This series explores legal issues related to physician burnout and potential solutions. Our first post addressed how healthcare organizations can foster the psychological safety and emotional wellbeing of their physicians…more

Artificial Intelligence, Best Practices, Health Care Providers, Healthcare, Healthcare Reform

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New York Makes Wage Theft a Criminal Larceny in New Amendment to Its Penal Law

On September 6, 2023, New York Governor Kathy Hochul signed legislation amending the New York Penal Law making wage theft a criminal larceny. Under the penal code, “[a] person steals property and commits larceny when, with…more

Employees, Employer Liability Issues, Larceny, New Legislation, New York

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Claiming Inflation Reduction Act Tax Credits and Deductions on Your 2024 Return? Make Sure You Complied with the Prevailing Wage and Apprenticeship Requirements

Tax season is here. As a result, many companies may be seeking to claim the increased tax credits and deductions available under the Inflation Reduction Act (the “IRA”)..…more

Apprenticeships, Davis-Bacon Act, Energy Projects, Federal Contractors, Inflation Reduction Act (IRA)

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California’s DBO Updates its COVID-19 Guidance for Financial Institutions

On March 16, 2020, California Governor Gavin Newsom released an Executive Order (N-28-20) aimed at protecting renters and homeowners from losing their homes or suffering further financial hardship as a result of the COVID-19…more

Coronavirus/COVID-19, Department of Business Oversight, Eviction, Executive Orders, Financial Institutions

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Dos and Don’ts for Advertising, Packaging and Labeling of Cannabis Products in Illinois

Under Illinois law, there are various statutes and regulations that set forth requirements and prohibitions for advertising, promotion, packaging, and labeling of cannabis and cannabis-infused products. These rules are intended…more

Advertising, Cannabis Products, Illinois, Product Labels, Regulatory Requirements

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CMS Proposes to Amend Overpayment Rule-Questions Remain Regarding How the Rule Will be Implemented Should CMS Adopt the False Claims Act’s “Reckless Disregard or Deliberate Ignorance” Standard

On July 10, 2024, the Centers for Medicare & Medicaid Services (“CMS”) issued a proposed rule (“Proposed Rule”) in which it outlined proposed amendments to the suspension provisions and deadlines for reporting and returning…more

Centers for Medicare & Medicaid Services (CMS), False Claims Act (FCA), Medicare Part A, Medicare Part B, Overpayment

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Second Circuit Finds Art Collective Can’t Use First Amendment to Skate Out of Injunction

In its first opportunity to apply the Supreme Court’s recent decision in Jack Daniel’s Properties v. VIP Products LLC, which held that the First Amendment did not protect infringing works that “use [the complainant’s] mark [ ]…more

First Amendment, Injunctions, Intellectual Property Protection, Jack Daniels Properties Inc v VIP Products LLC, Likelihood of Confusion

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California Court of Appeal Rules That Partial Sale of Business Can Bind Seller-Owner to a Noncompetition Agreement

In Samuelian v. Life Generations Healthcare, LLC, — Cal. App. 5th —, 2024 WL 3878448 (Cal. App. Aug. 20, 2024), the California Court of Appeal answered two long outstanding questions of California law concerning the…more

Appeals, Business Operations, Business Ownership, California, Contract Terms

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California Continues Trend of Pushing Housing Legislation to Address Ongoing Housing Shortage

According to the Public Policy Institute of California, a non-profit, non-partisan think tank, California is facing a jaw-dropping 3.5 million unit housing deficient for the current population. This despite several legislative…more

California, Governor Newsom, Housing Market, Legislative Agendas, New Legislation

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Judge Issues First Post-Cemex Bargaining Order Despite Employer Winning Union Election

As we previously reported and discussed here, the Cemex Construction Materials Pacific, LLC ruling has dramatically changed the threshold that will prompt the National Labor Relation Board (“NLRB”) to issue mandatory bargaining…more

Collective Bargaining, Corporate Counsel, Employer Liability Issues, Employment Litigation, Labor Reform

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Maryland Legislature Fixes Problems Left Over From 2012 IDOT Legislation

Prior to 2012, the Indemnity Deed of Trust ("IDOT") had long been the preferred structure for borrowers in Maryland looking to finance their property because it would allow deferment of recordation taxes that would otherwise be…more

IDOT, Indemnification

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Eye on Privacy: 2023 Year in Review

ARTIFICIAL INTELLIGENCE - What is the Privacy Impact of the White House AI Order for Businesses? Posted November 28, 2023 Biden’s sweeping AI Executive Order sought to have artificial intelligence used in accordance with…more

Artificial Intelligence, Biometric Information, Biometric Information Privacy Act, Consumer Privacy Rights, Cross-Border Transactions

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Update: AB 3129 Passes in California Senate and Nears Finish Line

After its passage in the California Senate on August 31, 2024, Assembly Bill No. 3129 (AB 3129) is now headed to Governor Newsom’s desk. As discussed in depth in our previous blog series on AB 3129, the legislation would…more

Acquisitions, California, Governor Newsom, Health Care Providers, Healthcare Facilities

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Maryland Paid Family Leave Employer Contributions Begin This Year – What Employers Need to Know and Expect

In 2022, the Maryland General Assembly passed the Time to Care Act of 2022 (the “Act”), setting up a paid family and medical leave program for Maryland employees. Through Family and Medical Leave Insurance (“FAMLI”), eligible…more

Covered Employees, Covered Employer, Employer Liability Issues, General Assembly, Leave of Absence

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[Webinar] Careful What You Say: The Latest in False Advertising Litigation - July 25th, 10:00 am - 11:00 am PT

This presentation will cover the newest trends in false advertising cases, including product-labeling claims, ESG claims, statutory damage threats and more…more

Advertising, Continuing Legal Education, Environmental Social & Governance (ESG), False Advertising, Product Labels

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California Enacts New Legislation to Combat Growing Housing Crisis, But Not Without Controversy

On September 16th, hot off the heels of surviving California’s latest recall effort, Governor Gavin Newsom signed legislation aimed at addressing the statewide housing crisis – a critical topic leading up to last week’s…more

California, CEQA, Entitlements, Governor Newsom, Legislative Agendas

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Groundbreaking Cross-border Airport Terminal Linking Tijuana to San Diego Breaks Ground

Sheppard Mullin client, Otay Tijuana Venture, announced this week that a cross-border pedestrian bridge linking San Diego with Tijuana’s A.L. Rodríguez International airport will be set to open next year. The project, which…more

Airlines, Airports, Cross-Border, Economic Development

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Multifamily Building Owners: Are you Prepared to Meet Balcony Inspection Requirements by the January 1, 2025 Deadline?

In response to the tragic balcony collapse that killed seven students in Berkeley in 2015, Governor Jerry Brown approved Senate Bill No. 721 on September 17, 2018. The bill, commonly referred to as the “Balcony Inspection Law”,…more

Building Inspectors, California, Housing Developers, Multi-Family Development, Multi-Family Housing

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Understanding Preliminary Injunction: A Review of a Recent Federal Circuit Decision

This Federal Circuit opinion addresses a district court’s decision granting plaintiff’s motion for a preliminary injunction. Background - Plaintiff Natera, Inc. (“Natera”) and defendant NeoGenomics Laboratories, Inc…more

Healthcare, Intellectual Property Litigation, Intellectual Property Protection, Patent Litigation, Patents

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New DOJ Health Care Task Force Portends Continued Aggressive Antitrust Enforcement

The health care industry has been a particular focus of antitrust concern in recent years, including recent policy initiatives, private equity warnings, and enforcement actions from both the Department of Justice (DOJ) and…more

Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Enforcement Actions, Federal Trade Commission (FTC)

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Employers Can Now Stand Firmly On Not Paying Employees For The Cost Of Slip-Resistant Shoes

On June 4, 2019, the Court of Appeal, Third Appellate District issued an unpublished opinion in Krista Townley v. BJ’s Restaurants, Inc. holding that BJ’s Restaurants was not required to reimburse its employees for the cost of…more

Business Expenses, Class Action, DLSE, Dress Codes, Employment Litigation

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Split of Authority Emerges Regarding Whether Employers Can Dismiss PAGA Lawsuits on Manageability Grounds

On March 23, 2022, the California Court of Appeal for the Fourth District in Estrada v. Royalty Carpet Mills, Inc., ruled that courts do not have authority to strike a claim under the Private Attorneys General Act (“PAGA”) due…more

Appeals, CA Supreme Court, California, Class Action, Corporate Counsel

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New California Bill Seeks to Eliminate Certain Food Additives

Candy and sports drink aisles in California grocery stores could look very different if AB418 is passed into law. The California Assembly has proposed amending the state’s Health and Safety Code to prevent the manufacture, sale,…more

California, Food and Drug Administration (FDA), Food Manufacturers

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Solar PV Project Repowering - Best Practices and Insights

In August 2022, the United States (U.S.) Congress passed the Inflation Reduction Act of 2022 (the “IRA”), landmark legislation that modified and extended the longstanding 30% investment tax credit (ITC) for solar photovoltaic…more

Energy Projects, Energy Sector, Individual Retirement Account (IRA), Internal Revenue Code (IRC), Investment

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OFAC Sanctions Crypto Mixer Following Allegations of Laundering Funds to North Korea

The U.S. authorities are increasingly taking actions against big-name crypto mixers for potential violations of sanctions regulations. On November 29, 2023, the U.S. Department of Treasury’s Office of Foreign Assets Control…more

Cryptocurrency, Financial Institutions, FinCEN, Money Laundering, New Rules

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July 1 Deadline Looms for Cannabis Operators to Maintain and Renew Their Licenses by Entering into Labor Peace Agreements

California’s Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”) requires commercial cannabis entities to obtain a license from California’s Department of Cannabis Control (“DCC”) to cultivate, distribute,…more

California, Cannabis Products, Employees, Employer Liability Issues, Licenses

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Hospital Mergers: The Value and Pitfalls

Hospital mergers have been an increasing trend in the healthcare markets over the past decade, with many proponents of these mergers believing that the overall consolidation of hospital services provides better outcomes for…more

Federal Trade Commission (FTC), Healthcare, Healthcare Facilities, Hospital Mergers, Hospitals

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New California Statutes Potentially Increase Owners’ and Developers’ Exposure Under the Prevailing Wage Law

California has enacted several statutes, effective January 1, 2014, which will likely increase the exposure of contractors and subcontractors, and the developers and owners for whom they work, to claims for prevailing wage…more

Construction Contracts, Contractors, Employer Liability Issues, Prevailing Wages, Subcontractors

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EEOC Issues Long-Awaited Guidance on Harassment in the Modern Workplace

On September 29, 2023, the U.S. Equal Employment Opportunity Commission issued long-awaited enforcement guidance on workplace harassment. The “Proposed Enforcement Guidance on Harassment in the Workplace,” published in the…more

Abortion, Anti-Harassment Policies, Bostock v Clayton County Georgia, Coronavirus/COVID-19, Employees

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Federal Circuit Finds Personal Jurisdiction in an Amazon Product Dispute

In SnapRays, d/b/a SnapPower v. Lighting Defense Group, the Federal Circuit found that a district court could exercise personal jurisdiction over a declaratory judgment defendant based on the defendant’s sending an Amazon Patent…more

Declaratory Judgments, Goods or Services, Intellectual Property Protection, Marketing, Patent Infringement

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The Push for Pay Transparency: New Laws in 2023

In 2021 and 2022, we saw a wave of pay transparency laws aimed at improving pay equity. It first started with Colorado in 2021, then New York City in late 2022. Recently, states such as California, New York, Washington, and…more

Disclosure Requirements, Employees, Employer Liability Issues, Job Applicants, Labor Reform

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Chicago’s Paid Leave and Paid Sick and Safe Leave Ordinance Ushers in Some of the Nation’s Most Generous Employee Leave Entitlements

Chicago’s recent enactment of its Paid Leave and Paid Sick and Safe Leave Ordinance (“Ordinance”) marks some of the country’s most progressive paid time off legislation and also imposes robust requirements upon Chicago…more

Employee Benefits, Employer Liability Issues, Employment Policies, Illinois, Labor Reform

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DHS Releases New Form I-9 and Video Verification Procedure: Guidance and Checklists for Busy Employers

On August 1, 2023, the Department of Homeland Security (“DHS”) released a new Form I-9. The previous one was issued in 2019 and expires on October 31, 2023.  In addition, DHS recently announced enhanced remote verification…more

Coronavirus/COVID-19, Department of Homeland Security (DHS), Department of Labor (DOL), E-Verify, Employer Liability Issues

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Ninth Circuit Reversed Grubhub’s Victory on Independent Contractor Classification in Light of the Retroactive Application of Dynamex

On Monday, the Ninth Circuit vacated a judgment for Grubhub, Inc. and against a former food delivery driver, Raef Lawson, who claimed that he was misclassified as an independent contractor when he performed food delivery…more

ABC Test, Appeals, California, Class Action, Employment Litigation

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The Corporate Transparency Act and Foreign Entities: What You Need to Know and How We Can Help

On January 1, 2024, the Corporate Transparency Act (the “CTA”) became effective. For the first time, all US and foreign entities that are determined to qualify as “reporting companies” will be required to report to the U.S…more

Beneficial Owner, Business Ownership, Corporate Governance, Corporate Transparency Act, FinCEN

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Whistleblower Retaliation Lawsuits Are About to Become More Expensive in California

On September 30, 2020, California Governor Gavin Newsom signed Assembly Bill (“AB”) 1947 into law. Effective January 1, 2021, AB 1947 will, among other things, authorize courts to award attorneys’ fees to whistleblowers who…more

Attorney's Fees, Governor Newsom, Labor Code, Remedies, Retaliation

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NLRB Will No Longer Approve Employer Proposed Consent Orders

As we have previously reported, from the time President Biden took office, the National Labor Relations Board (“NLRB” or the “Board”) began systematically reversing Trump-era policy, and shifting toward pro-union and…more

Employees, Employer Liability Issues, Employment Litigation, Employment Policies, Labor Regulations

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Maturing UK Competition Appeal Tribunal Collective Proceedings Process Sees Uptick in Cases

The United Kingdom remains a key European jurisdiction for competition damages actions, also in a post-Brexit world. In particular the number of collective proceedings for competition damages has significantly increased. This is…more

Anti-Competitive, Antitrust Provisions, Collective Actions, Competition, EU

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Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become…more

Acquisitions, Commercial Litigation, Controlling Stockholders, Corporate Governance, Delaware General Corporation Law

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FDA Proposes Updated Rule for “Healthy” Foods

FDA issued a proposed rule on September 28, 2022 to update the definition of “healthy” by specifying new criteria by which the term can be used in food labeling. Previously, FDA explained that “healthy” is an implied nutrient…more

Comment Period, Dietary Supplements, Food and Drug Administration (FDA), Food Labeling, Proposed Rules

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Labor Commissioner Issues FAQs for Supplemental COVID-19 Paid Sick Leave Law

In a prior article, we explained Senate Bill 95, which requires employers with more than 25 employees in California to provide COVID-19 Supplemental Paid Sick leave... SB 95 creates California Labor Code Sections 248.2 and…more

California, Coronavirus/COVID-19, Covered Employees, Covered Employer, Employer Liability Issues

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California Governor Signs into Law Cannabis Tax Relief Bill

Help for California’s fledgling cannabis industry finally appears to be on the way. For years, the industry has shouldered heavy taxes – a 15% state-wide excise tax, sales and use taxes up to 10.75%, and local business licenses…more

California, Cannabis Products, Cannabis-Related Businesses (CRBs), Governor Newsom, Marijuana

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SCOTUS to Review Case Impacting Medicare Reimbursement for Hospitals Treating Low-Income Patients

On June 10, 2024, the U.S. Supreme Court granted certiorari in Advocate Christ Medical Center v. Becerra for the October 2024 – 2025 term to review a D.C. Circuit Court of Appeals ruling potentially affecting up to $4 billion in…more

Appeals, Cash Transactions, Certiorari, Department of Health and Human Services (HHS), Hospitals

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New U.S. DOL Emergency Temporary Standard for Healthcare Workers

On June 21, 2021, the United States Department of Labor’s Occupational Safety and Health Administration’s (“OSHA”) new COVID-19 Healthcare Emergency Temporary Standard (“ETS”) went into effect. The ETS includes numerous…more

Coronavirus/COVID-19, Department of Labor (DOL), Healthcare, New Guidance, OSHA

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Six Key Considerations for Transitioning Existing Fossil Fuel Transport, Storage and Electricity Generation Assets to New Uses

The United States is broadening the scope and diversity of its energy mix at a rate and to an extent not seen in a century, if ever. The changes underway provide both important opportunities and critical challenges for owners…more

Electricity, Energy Sector, FERC, Fossil Fuel, State and Local Government

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Updated IRS Guidance Addressing COVID-19 Relief Employer Tax Credits

The IRS recently published guidance on the new refundable employment tax credits available under the Families First Coronavirus Response Act (the “FFCRA”) and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES…more

CARES Act, Coronavirus/COVID-19, Families First Coronavirus Response Act (FFCRA), IRS, Tax Credits

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Trust and Estate Considerations With the Corporate Transparency Act

The Corporate Transparency Act (“CTA”) was enacted as part of the National Defense Authorization Act and establishes that certain types of business entities must report to the Financial Crimes Enforcement Network (“FinCEN”)…more

Beneficial Owner, Corporate Transparency Act, Estate Planning, FinCEN, Irrevocable Trusts

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Status of California Rent Control Reform

It seems like year-after-year, attempts are made to reform or repeal California’s rent control regulations, namely the Costa-Hawkins Rental Housing Act (Civ. Code §§ 1954.50 et seq.) (Costa-Hawkins Act). 2024 has proven to be no…more

CA Supreme Court, California, Housing Market, Landlords, Leases

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[Webinar] Emerging Claims Involving Insurance Class Actions - November 9th, 10:00 am - 10:45 am PT

This presentation will offer insight and strategies against emerging insurance class action claims in California involving a variety of topics, including total loss auto claims, wildfire smoke and Covid-19 claims, and theories…more

Auto Insurance, California, Class Action, Continuing Legal Education, Coronavirus/COVID-19

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DOJ Pilot Program for Whistleblower Rewards: The Latest Unveiling from the ABA’s National Institute on White Collar Crime

While most legal conferences may not be newsworthy, the American Bar Association’s National Institute on White Collar Crime is an exception. Indeed, the federal government’s chief law enforcers seem to treat this particular…more

American Bar Association (ABA), Bribery, Corporate Misconduct, Criminal Investigations, Department of Justice (DOJ)

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New Notice and Public Disclosure Requirements for Material Health Care Transactions in New York

The growth of private equity and other financial sponsor investments in the health care industry has led many states across the country to adopt expansive oversight authority over health care transactions. With the enactment of…more

ACOs, Department of Health and Human Services (HHS), Disclosure Requirements, Healthcare, Independent Practice Association

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Trade Secret vs. Patent – a False Dichotomy

Trade secrets and patents offer very different forms of protection, with different pros and cons. A trade secret may last indefinitely, while a patent has a fixed term of 20 years. Independent reinvention is permissible under…more

Defend Trade Secrets Act (DTSA), Intellectual Property Protection, Patent Litigation, Patents, Trade Secrets

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Trust and Estate Considerations With the Corporate Transparency Act

The Corporate Transparency Act (“CTA”) was enacted as part of the National Defense Authorization Act and establishes that certain types of business entities must report to the Financial Crimes Enforcement Network (“FinCEN”)…more

Beneficial Owner, Corporate Transparency Act, Estate Planning, FinCEN, Irrevocable Trusts

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SCOTUS Declines to Review New York City’s Rent Stabilization Law

New York City’s rent-related laws have once again survived judicial scrutiny, and evaded Supreme Court review. In 74 Pinehurst LLC v. New York, a group of New York City landlords (“Petitioners”) filed suit in the District Court…more

Housing Market, Landlords, Legislative Agendas, New York, Rent

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Dos and Don’ts for Advertising, Packaging and Labeling of Cannabis Products in Illinois

Under Illinois law, there are various statutes and regulations that set forth requirements and prohibitions for advertising, promotion, packaging, and labeling of cannabis and cannabis-infused products. These rules are intended…more

Advertising, Cannabis Products, Illinois, Product Labels, Regulatory Requirements

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Negative Option Practices Under Increased Scrutiny in the US

Retailers and service providers with US business operations should take note: the Federal Trade Commission (FTC) is increasing its scrutiny of negative option marketing activity to combat unfair or deceptive practices related to…more

Automatic Renewals, Compliance, Corporate Counsel, Disclosure Requirements, Federal Trade Commission (FTC)

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The Sheppard Mullin Six US Renewable Energy M&A Transactions

Here are six key items to be aware of today in US Renewable Energy M&A Transactions: 1. As the demand for renewable energy increases, so does M&A activity in the industry. The M&A renewable energy market remains very active…more

Acquisitions, Clean Energy, Construction Project, Energy Projects, Energy Sector

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Supreme Court Holds “Pure Omissions” Are Not Actionable Under Rule 10b-5(b)

In Macquarie Infrastructure Corp. v. Moab Partners, No. 22-1165, 2024 WL 1588706 (U.S. Apr. 12, 2024) (“MIC”), the United States Supreme Court (Sotomayor, J.) held unanimously that “pure omissions” in a Securities and Exchange…more

Disclosure Requirements, Enforcement Actions, Macquarie Infrastructure Corp v Moab Partners LP, Omissions, Publicly-Traded Companies

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AI Legal Updates

The AI landscape is rapidly changing. To keep you up to date on the fast breaking legal updates in the AI space, we will be providing weekly updates summarizing significant news and legal developments, ranging from AI lawsuits…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, EU

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California Property Tax Changes to Parent-Child Exclusion

Recently passed Proposition 19 will seriously limit the ability to transfer California real property to a child without causing a reassessment and higher property taxes. The new law takes effect February 16, 2021, so if you want…more

Exclusions, Popular, Property Tax, Real Estate Transfers, State and Local Government

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California Employers Must Provide Additional Paid Sick Leave in 2024

On October 4, 2023, California Governor Gavin Newsom signed SB 616 into law, which amends the Healthy Workplaces, Healthy Families Act of 2014 by increasing the number of paid sick days (or hours) employees are entitled to each…more

California, Collective Bargaining Agreements (CBA), Employer Responsibilities, Paid Leave, Paid Sick Leave

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Benefits and Considerations for Patent Prosecution Under Patent Prosecution Highway in Australia, Canada, South Korea, and Japan

This is the second article of the multi-part series discussing benefits of prosecuting patents under Patent Prosecution Highway or PPH. The first article can be accessed here. To recap, PPH is a set of initiatives promulgated by…more

Australia, Canada, China, Eligibility, Japan

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Time to Prepare for the New Year: Illinois’ Pre-Tax Commuter Benefits Law Goes into Effect in 2024

Beginning on January 1, 2024, pursuant to House Bill 2068, Illinois employers located across thirty-eight (38) counties and townships will be required to provide employees with a “pre-tax commuter benefit.” This is one of a…more

Commuter Tax Benefits, Employee Benefits, Employer Liability Issues, Illinois, Labor Regulations

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Lizama et al. v. H&M: A Lesson in Artful Crafting of Green Claims

Two plaintiffs learned the hard way that not all environmental marketing claims are treated the same. A federal judge in Missouri recently dismissed a proposed class action by the shoppers against H&M over the company’s…more

Advertising, Class Action, Corporate Counsel, Dismissals, False Advertising

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Six Key Considerations for Transitioning Existing Fossil Fuel Transport, Storage and Electricity Generation Assets to New Uses

The United States is broadening the scope and diversity of its energy mix at a rate and to an extent not seen in a century, if ever. The changes underway provide both important opportunities and critical challenges for owners…more

Electricity, Energy Sector, FERC, Fossil Fuel, State and Local Government

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United States Supreme Court Endorses Low Burden of Proof for Whistleblowers

In Murray v. UBS Securities, LLC, 601 U. S. ____, 2024 WL 478566 (2024), the United States Supreme Court (Sotomayor, J.) held that whistleblowers do not need to prove their employer acted with “retaliatory intent” to be…more

Adverse Employment Action, Anti-Retaliation Provisions, Burden of Proof, Employees, Employer Liability Issues

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New Law Aimed At Assisting Low Income Renters Invokes Additional Restraints on California Landlords

As part of his last legislative act of 2019, Governor Newsom signed 18 housing-related bills into law in an attempt to alleviate California’s housing crisis. This package included Senate Bill (“SB”) 329, which prohibits…more

FEHA, Governor Newsom, HUD, Landlords, Local Ordinance

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Alice Step 2 May be Satisfied by a Patent’s Description and use of Claimed Technology

Allegations in a complaint may be insufficient to raise a factual dispute under Step 2 of Alice when a patent’s specification contradicts those allegations by using the claimed technology in a way that demonstrates a person of…more

Abstract Ideas, Alice/Mayo, GPS, Intellectual Property Protection, Patents

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OSHA Issues Final Rule Clarifying an Employee’s Ability to Have a Non-Employee Representative Present During Inspection

On April 1, 2024, the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”) published its Final Rule clarifying the rights of employees to designate a non-employee representative to be present during…more

Department of Labor (DOL), Final Rules, New Regulations, Non-Employees, OSHA

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Acting Now to Sustain and Improve America’s Healthcare System: Advice from Innovative Physicians and Health System Leaders

At last week’s America’s Physician Groups Spring conference in San Diego, California, we listened as physicians and health system leaders described the ways in which they are responding to short and long term challenges to the…more

Health Care Providers, Healthcare, Physicians, Professional Conferences, Technology

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Judicial Council Amends Tolling Period for Statutes Limitations Impacted by COVID-19

On April 6, 2020, the California State Judicial Council adopted Emergency Rule 9 in response to the COVID-19 pandemic. As originally approved, the rule tolled the statute of limitations for all civil causes of action from April…more

CEQA, Coronavirus/COVID-19, Emergency Rule, Judicial Proceedings, Real Estate Market

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The Shape of Healthcare: Blockbuster Mergers, Retail Healthcare, and Marcus Welby, M.D

It has been widely reported that healthcare mergers and acquisitions are off to a strong start this year after ending a record-breaking year in 2017. In fact, the healthcare press this year has been replete with articles…more

Acquisitions, Aetna, CVS, Health Care Providers, Health Clinics

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Ubrelvy Untitled Letter – A Double Fault for AbbVie? Or Makeup Misread for FDA?

On August 29, 2024, the U.S. Food and Drug Administration (FDA) Office of Prescription Drug Promotion (OPDP) issued an untitled letter to AbbVie, Inc. (AbbVie) regarding a promotional, direct-to-consumer (DTC) television…more

Advertising, Direct to Consumer Sales, Food & Drug Regulations, Food and Drug Administration (FDA), Labeling

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California’s New Price Transparency Law May Reshape Pricing Practices in Broad Range of Industries

Effective July 1, 2024, new California Senate Bill 478 (SB 478) bans the practice of “drip pricing,” where the price for product or service is advertised without including all mandatory fees and charges that consumers must…more

California, CLRA, Corporate Counsel, Fees, New Legislation

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NY’s Gendered Pricing Law: Will It Curb the Pink Tax

Women often pay more than men for similar goods and services. A shampoo for men may be nearly identical in chemical makeup to a shampoo for women, but the woman will pay more. This phenomenon is referred to as the “pink tax” –…more

Gender Discrimination, Governor Cuomo, IRS, Pricing, Sex Discrimination

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City of Los Angeles Orders Certain Employers to Protect Workers or Risk Imprisonment

On April 7, 2020, Mayor Eric Garcetti doubled down his efforts to curtail the spread of the novel coronavirus in the workplace by issuing the Worker Protection Order (the “Order”). The Order applies to all workers who work at…more

Business Interruption, Coronavirus/COVID-19, Mayor Garcetti, Remote Working, Shelter-In-Place

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DOJ Sues Georgia Tech Entities for Cybersecurity Failures in the Latest Civil Cyber Fraud Initiative (CCFI) Activity

On August 22, 2024, the United States Department of Justice (DOJ) filed a Complaint-In-Intervention (the “Complaint”) against the Georgia Institute of Technology (Georgia Tech) and Georgia Tech Research Corp. (GTRC). The 99-page…more

Cybersecurity, Department of Justice (DOJ), False Claims Act (FCA), Federal Contractors, Fraud

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California Court of Appeal Affirms That Dynamex’s ABC Independent Contract Test Is Limited To Claims Arising Under Wage Orders

In Jesus Cuitlahuac Garcia v. Border Transportation Group, LLC, et al, the California Court of Appeal, Fourth Appellate District has held that the ABC test set forth in Dynamex Operations West, Inc. v. Superior Court, 4 Cal.5th…more

ABC Test, Appeals, Common Law Test, Drivers, Gig Economy

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Closing the Loopholes: The Biden-Harris Administration’s Action Against “Junk Insurance”

On March 28, 2024, the Biden-Harris Administration released final rules intended to lower health care costs and protect consumers from being induced into purchasing so-called “junk insurance” policies (the “Final Rules”)…more

Biden Administration, Centers for Medicare & Medicaid Services (CMS), Final Rules, Health Care Providers, Health Insurance

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Delay In California’s Minimum Wage Increase for Health Care Workers

As we previously reported here, nearly all health care facilities in California will soon be required to increase the minimum wage paid to health care workers, ranging anywhere from $18 per hour up to $23 per hour depending on…more

California, Employees, Employer Liability Issues, Healthcare, Healthcare Facilities

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Summary of Actions Taken by US Government on Sunday, March 12 in Response to SVB Failure and Related Fallout

Following FDIC’s actions on Friday to place Silicon Valley Bank (“SVB”) in receivership, the Department of the Treasury, the FDIC, and the Federal Reserve announced several measures on Sunday, March 12, 2023 aimed at avoiding…more

Banking Sector, Banks, Depository Institutions, FDIC, Federal Reserve

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No Surprises Here – Providers Win Again in No Surprises Act TMA III Litigation Vacating Independent Dispute Resolution Rule

On August 2, 2024, the United States Fifth Circuit affirmed the rulings in the No Surprises Act litigation brought by the Texas Medical Association and other plaintiffs challenging the August 2022 Final Rule that has been issued…more

Department of Health and Human Services (HHS), Department of Labor (DOL), Dispute Resolution, Final Rules, Health Care Providers

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2023 Federal Circuit Case Summaries

We are excited to share Sheppard Mullin’s inaugural quarterly report on key Federal Circuit decisions. The Spring 2023 Quarterly Report provides summaries of most key patent law-related decisions from January 1, 2023 to March…more

Abbreviated New Drug Application (ANDA), Administrative Procedure Act, Appeals, Claim Construction, Final Written Decisions

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SEC Continues its Cybersecurity Focus, Settles with Company over Lax Security Measures

The SEC recently issued an order and settlement against a company from a pair of cyberattacks in which millions of dollars of client funds were stolen. While the company was able to recover a portion of the funds and ultimately…more

Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach, Data Security

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Supreme Court Holds That the Eighth Amendment Does Not Prevent Enforcement of Local Camping Bans, Authorizing a Significant Shift in Local Policies on Homelessness

Until recently, local policies on homelessness have been guided by two controversial rulings from the Ninth Circuit Court of Appeals: Martin v. Boise (9th Cir. 2019) 920 F.3d 584 and Johnson v. City of Grants Pass (9th Cir…more

California, Entitlements, Homeless Issues, Land Use Claims, Land-Use Permits

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Treasury Issues New Proposed Guidance on Domestic Content Requirements of the Inflation Reduction Act – Updated Qualification Analysis and (Still) Lingering Questions

A few months ago we wrote about Congress utilizing the Inflation Reduction Act of 2022 to offer bonus tax credits to certain energy facilities for meeting specified “domestic content” requirements. Relying heavily on the…more

Buy America, Country of Origin, Energy Projects, Federal Transit Administration, Inflation Reduction Act (IRA)

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The SEC’s Sudden Impact on NFTs!

On August 28, 2023, the Securities and Exchange Commission (“SEC”) instituted cease-and-desist proceedings under Section 8A of the Securities Act against Impact Theory, a Los Angeles media and entertainment company, alleging…more

Cryptocurrency, Enforcement Actions, Howey, Non-Fungible Tokens (NFTs), Registration Requirement

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New York DFS Plans to Streamline Supervisory Information Sharing

The New York State Department of Financial Services (“DFS”) is proposing a new regulation that would allow banks to share confidential supervisory information with their attorneys or an independent auditor without gaining prior…more

Banking Sector, Comment Period, Confidential Supervisory Information, Department of Financial Services, Financial Services Industry

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How High Can It Go? What Private Equity Needs to Know about How Professional Sports Leagues’ Rules Impact Sports Franchise Valuations

If you had invested in a North American sports franchise between 1991- 2022, you would have earned at least a seven-fold return on your investment, bettering the return from the S&P 500 over that period of time by a two-to-one…more

Franchises, Franchisors, Investment, Investors, NFL

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Nota Bene Podcast Episode 132: 2021 Business Bankruptcy Trends with Ori Katz

The beginning of 2021 saw a decline in business bankruptcy filings, in contrast to the coronavirus-related surge in filings witnessed in 2020. Will this trend continue? Or will bankruptcy filings pick up as more businesses…more

363 Sales, Bankruptcy Court, Chapter 11, Chapter 7, Commercial Bankruptcy

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2022 in Review – California Climate Change Policy and Legislation

With 2022 having just come to an end, we wanted to take the opportunity to spotlight some of the most impactful legislative and regulatory actions taken in California to meet the state’s goal of being a global leader in the…more

California, Clean Energy, Climate Change, Energy Sector, New Regulations

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Intervening Authority: California Supreme Court Curbs the Authority of PAGA Litigants to Intervene in Overlapping PAGA Actions

On August 1, 2024, the California Supreme Court issued a decision in Turrieta v. Lyft that substantially narrows the authority of PAGA litigants to intervene in overlapping PAGA actions. The Supreme Court’s ruling confirms that…more

California, Corporate Counsel, Employer Liability Issues, Employment Litigation, Governor Newsom

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Planning for an M&A Transaction: Key commercial terms to look-out for

When participating in an M&A process involving a video game company, whether you are on the sell-side or the buy-side, there are certain key terms that are included in industry standard commercial agreements that the parties…more

Acquisition Agreements, Acquisitions, Closing Documents, Due Diligence, Gaming

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Newly Created NLRB Rules Drastically Change the Process for Unions Seeking Recognition of Most Private Sector Employees in the U.S. and Substantially Limits Employee Voting in Secret-Ballot Election

At the end of last week, the National Labor Relations Board (the “Board”) issued two huge blows to employers that give significant advantages to unions and ease their ability to achieve status as a certified bargaining…more

Americans with Disabilities Act (ADA), Employment Policies, Equal Employment Opportunity Commission (EEOC), Pregnancy, Pregnancy Discrimination

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Computer Love: Beijing Court Finds AI-Generated Image is Copyrightable in Split with United States

In a decision issued November 27, 2023, a Chinese court ruled that AI-generated content can enjoy protection under copyright law. The finding, the first of its kind in China, is in direct conflict with the human authorship…more

Artificial Intelligence, Authorship, China, Copyright, Copyright Litigation

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NYAG Bill Seeks to “Bring Order” to Crypto Industry

On May 3, 2023, New York Attorney General Letitia James introduced legislation that, if passed, would substantially increase oversight and regulation of the cryptocurrency industry in New York. James touts the bill as the…more

Cryptocurrency, Enforcement, New York, Proposed Legislation, Regulatory Agenda

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Reclassifying Cannabis as a Schedule III Substance – Will the DEA Agree?

On August 29, 2023, less than one year after President Biden’s directive to federal officials, including the U.S. Department of Health and Human Services (“HHS”) and the U.S. Attorney general, to conduct a review of cannabis’…more

Cannabis Products, Classification, Controlled Substances, Controlled Substances Act, DEA

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High Protections on Information Relating to Employees’ Cannabis Use

On October 7, 2023, Governor Gavin Newson signed SB 700 into law, amending the California Fair Employment and Housing Act (FEHA). SB 700, effective January 1, 2024, expressly prohibits employers from requesting information from…more

California, Cannabis Products, Employees, Employer Liability Issues, FEHA

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Picking Up the “Key to NYC”: New Vaccination Regulations Now Effective for New York City Employers

On August 3, 2021, New York City Mayor Bill de Blasio announced the “Key to NYC” program (“Key to NYC” or the “Program”), which implemented new mandatory COVID-19 vaccination requirements for employees and patrons of certain…more

Coronavirus/COVID-19, Employer Mandates, Employer Responsibilities, New Regulations, New York

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Game On: FINRA Hints at Upcoming Gamification Sweep

During a May 19, 2021 webcast at the Financial Industry Regulatory Authority’s (“FINRA”) annual conference, Amy Sochard, FINRA’s Vice President of Advertising Regulation, indicated that the organization will seek public feedback…more

Broker-Dealer, Competition, Disclosure, Enforcement Actions, Financial Industry Regulatory Authority (FINRA)

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Esports Media Rights - Fall 2021

[co-authors: Zyie Lin and Cole Smith, FTI Consulting, Inc.] It is no secret that the popularity of both professional and amateur esports and gaming has exploded over the last 18 months – despite (and, perhaps, in part because…more

Copyright, Digital Media, eSports, Gaming, Intellectual Property Protection

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Will Supreme Court Consider Whether to Allow an Alternative to In-App Purchasing on the App Store?

App developers who pay 30% commission fee to Apple via In-App Purchasing should take note of an important legal decision recently presented to the Supreme Court for possible review. The Supreme Court’s decision whether to take…more

Amicus Briefs, App Developers, Apple, Certiorari, Digital Media

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Nota Bene Episode 137: Asia Q3 Check In: Vaccine Rollouts and China’s Capital Markets with Paul Kim

As Asia’s economies attempt to recover from the grip of COVID-19, they face added obstacles brought on by slow vaccine rollouts and new pandemic restrictions. We’re exploring the latest economic and regulatory developments in…more

China, Coronavirus/COVID-19, Economic Growth, Environmental Social & Governance (ESG), Public Assistance

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Assessing Data Assets in Healthcare: A Discussion with Arti Bedi Pullins

Gradually, data is being recognized as an asset in an increasingly data-hungry healthcare industry. In the tenth episode of Sheppard Mullin’s Health-e Law Podcast, Arti Bedi Pullins, President and Chief Healthcare Officer at…more

Data Privacy, Data Security, Digital Assets, Digital Health, Healthcare

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The Department of Labor Issues New Final Rule for Independent Contractor Classification

On January 10, 2024, the U.S. Department of Labor (“DOL”) published its final rule that revises its guidance regarding the standard for assessing whether a worker is an employee or independent contractor under the Fair Labor…more

ABC Test, Class Action, Classification, Department of Labor (DOL), Employee Definition

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FDA Releases Final Guidance on Quantitative Efficacy and Risk Information in Direct-to-Consumer Promotional Labeling and Advertisements

On June 27, 2023, the Food and Drug Administration (FDA) issued its final guidance for the presentation of “Quantitative Efficacy and Risk Information” in direct-to-consumer (DTC) promotional labeling and advertisements for…more

Advertising, Direct to Consumer Sales, Final Guidance, Food & Drug Regulations, Food and Drug Administration (FDA)

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Insurance Team Year End Review

Throughout 2022, Sheppard Mullin’s insurance practice group demonstrated excellence in all stages of litigation, continuing to solidify its role as trusted counsel to the nation’s leading insurers, including Liberty Mutual,…more

Bad Faith, Insurance Claims, Insurance Industry, Insurance Litigation, Policy Exclusions

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Notes from the Barclays 24th Annual Not-for-Profit Health Care Investors Conference 

This week in New York, many leading health systems came together for the long-running Not-For-Profit Health Care Investors Conference, now sponsored by Barclays, HFMA and the American Hospital Association. The conference allowed…more

American Hospital Association, Artificial Intelligence, Barclays, Health Care Providers, Healthcare

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The New York City Council Sets its Sights on Non-Profit Housing Ownership

On February 23, 2023, the Committee on Housing and Buildings at the New York City Council held a hearing on four local laws and three resolutions, all of which, if passed, would have vast impacts on residential housing…more

Community to Purchase Act (COPA), Legislative Agendas, New Legislation, New Rules, New York

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Massachusetts Senate Passes Bill to Increase Oversight of Private Equity Healthcare Transactions

On July 18, 2024, the Massachusetts Senate passed S. 2871, An Act Enhancing the Health Care Market Review Process (the Bill), to increase oversight of healthcare transactions involving private equity firms, real estate…more

Acquisitions, Healthcare, Investment, Investors, Mergers

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[Webinar] Construction Issues Impacting the Energy Industry - September 18th, 11:00 am - 12:00 pm PT

In the dynamic landscape of the renewable energy sector, understanding the intricacies of payment and performance bonds, mechanic’s liens, and dispute resolution may be pivotal to your project’s success. Join us for a two-part…more

Construction Contracts, Construction Industry, Construction Litigation, Construction Project, Energy Projects

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Protecting Semiconductor Chip Design under the Semiconductor Chip Protection Act of 1984 (SCPA) – Part II (Infringement and Defense)

Mask Work Infringement - In analogizing semiconductor chips to traditional areas of copyright law, the legislative history notes that, just as a plagiarist who copies only one chapter of a book may be held liable for…more

Copyright, Copyright Office, Copyright Registration, Intellectual Property Protection, Patent Infringement

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The Corporate Transparency Act: Which Business Entities are Impacted and What is Required

Beginning on January 1, 2024, the Corporate Transparency Act (the “CTA”) requires each domestic and foreign entity that qualifies as a “reporting company” to file a Beneficial Ownership Information Report (“BOIR”) with the…more

Beneficial Owner, Business Entities, Business Ownership, Compliance, Corporate Transparency Act

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Brands And Influencers Need To Know About SAG-AFTRA’s New Influencer Agreement

In February 2021, SAG-AFTRA’s National Board voted to approve a new Influencer Agreement. But, the announcement included few details, leaving many Brands and so-called Influencers to wonder what’s the deal? To date,…more

Brand, Compensation & Benefits, Compliance, Documentation, Influencers

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Federal Circuit Affirms Inequitable Conduct Determination Under Therasense “But For” Exception and Reaffirms Significance of Rohm & Haas

Today, the Federal Circuit upheld the District Court’s inequitable conduct verdict based on the submission of false affidavits to the United States Patent & Trademark Office (“PTO”). Intellect Wireless, Inc. v. HTC Corp.,…more

Declaration, False Statements, Inequitable Conduct, Infringement, Materiality

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U.S. Supreme Court Decision Gives More Latitude to Defeat Securities Fraud Class Action Lawsuits Prior to Class Certification

In Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, __ S Ct. __, 2014 WL 2807181 (U.S. June 23, 2014), the United States Supreme Court refused to overturn the landmark decision Basic v. Levinson, but ruled that…more

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

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Key Telehealth Updates in the CY 2025 Physician Fee Schedule Proposed Rule

On July 31, 2024, the Centers for Medicare & Medicaid Services (“CMS”) issued its proposed rule (“Proposed Rule”) for the 2025 Medicare Physician Fee Schedule, which includes implications for telehealth services reimbursable by…more

Centers for Medicare & Medicaid Services (CMS), Department of Health and Human Services (HHS), Health Care Providers, Medicare, Physician Fee Schedule

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SAFEs and KISSes Poised to Be the Next Generation of Startup Financing

Overview - In late 2013, startup accelerator Y Combinator unveiled its Simple Agreement for Future Equity (“SAFE”) investment instrument as an alternative to convertible debt. While SAFE templates appeared in different…more

Convertible Debt, Corporate Counsel, Financing, Investors, Popular

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The Ninth Circuit Holds That a Lie Must Go to the Nature of the Bargain to Support Fraud Conviction

A recent Ninth Circuit opinion instills the importance of raising an often overlooked defense in federal fraud cases: that the defendant’s misrepresentation did not affect the “nature of the bargain.” In United States v…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Fraud, Mail Fraud

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2021 California Legislative Update: California’s New Employment Laws

To close out the 2021 legislative season, Governor Gavin Newsom signed dozens of bills into law, many of which directly affect California employers.  In addition to the coverage in prior blog posts, which are linked below, this…more

ABC Test, Cal-OSHA, California, California Family Rights Act (CFRA), Contractors

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Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825…more

Ancestry.com, Appraisal, Arbitrage, Business Litigation, Buy-Out Agreements

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Supreme Court Rules That Judges – Not Arbitrators – Must Resolve Disputes Where Various Agreements May Govern a Particular Dispute and Those Agreements Conflict on the Forum for Deciding Arbitrability

In 23-3 Coinbase, Inc. v. Suski (05/23/2024) (supremecourt.gov) (May 23, 2024), the U.S. Supreme Court once again delved into the frequently litigated arena of arbitration agreements. Specifically, the Court considered whether…more

Arbitration, Arbitration Agreements, Coinbase, Coinbase Inc v Suski et al, Contract Disputes

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PFAS in Food Packaging: The Beginning of the End?

Has the final bell rung for PFAS in food packaging? On February 28, 2024, the Food and Drug Administration (FDA) announced that all grease-proofing agents containing per- and polyfluoroalkyl substances (PFAS) “are no longer…more

Food and Drug Administration (FDA), Food Manufacturers, PFAS, Product Packaging, Toxic Chemicals

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Solar PV Project Repowering - Best Practices and Insights

In August 2022, the United States (U.S.) Congress passed the Inflation Reduction Act of 2022 (the “IRA”), landmark legislation that modified and extended the longstanding 30% investment tax credit (ITC) for solar photovoltaic…more

Energy Projects, Energy Sector, Individual Retirement Account (IRA), Internal Revenue Code (IRC), Investment

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Employers Under Fire: How to Address Employee Pay and Related Issues When Faced with Natural Disasters

As you have no doubt seen in the news, and may have even experienced first-hand, there have been extreme weather conditions throughout the country, including fires, hurricanes, tornadoes, and floods. When natural disasters…more

Americans with Disabilities Act (ADA), Employee Benefits, Employer Liability Issues, Exempt-Employees, Fair Labor Standards Act (FLSA)

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Some Strings Attached: Main Street Lending Program And Private Company M&A

The Main Street Lending Program, intended to provide credit support to small and medium sized businesses, became operational on July 6, 2020.It includes many borrower-favorable economic terms, including a 5-year term, a low…more

CARES Act, Coronavirus/COVID-19, Libor, Main Street Lending Programs, Paycheck Protection Program (PPP)

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FCC Proposes New Rules Governing AI-Generated Robocalls

On August 8, 2024, the Federal Communications Commission (“FCC”) issued a Notice of Proposed Rulemaking (“NPRM”) to address the growing use of AI-generated robocalls. The FCC’s NPRM follows a 2023 inquiry proceeding into how the…more

Artificial Intelligence, Comment Period, FCC, New Rules, Notice of Proposed Rulemaking (NOPR)

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Congress’s Recent “Technical” Amendments to the Foreign Extortion Prevention Act Change Key Aspects of the New Law

In December 2023, President Biden signed the new Foreign Extortion Prevention Act (FEPA), closing a gap in the Foreign Corrupt Practices Act (FCPA) by criminalizing the “demand side” of foreign bribery. While the FCPA prohibits…more

Biden Administration, Bribery, Department of Justice (DOJ), Extortion, FEPA

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United States Supreme Court Holds That Section 11 Plaintiffs Must Purchase Securities Issued Under the Registration Statement They Seek to Challenge

In Slack Technologies, LLC v. Pirani, No. 22-200, 2023 U.S. LEXIS 2301 (U.S. June 1, 2023), the Supreme Court of the United States (Gorsuch, J.) held that Section 11 of the Securities Act of 1933 (the “Securities Act”), 15…more

Appeals, Certiorari, Initial Public Offering (IPO), NYSE, Registration Statement

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The NLRB Implements Its Fair Choice – Employee Voice Final Rule – Effective September 30, 2024

On July 26, 2024, the National Labor Relations Board (“Board”) issued its Fair Choice – Employee Voice Final Rule (“Final Rule”), which rescinds a trio of April 2020 amendments to the Board’s Rules and Regulations affecting the…more

Employer Liability Issues, Employment Litigation, Final Rules, Labor Regulations, NLRA

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Impact of COVID-19 on Municipal Finance: Restructurings Inevitable (Part 1)

“Only when the tide goes out do you discover who’s been swimming naked” – Warren Buffet The tide has gone out on the municipal finance market. While much of the discussion about the financial fall-out of the COVID-19 virus…more

Coronavirus/COVID-19, Debt Restructuring, Financial Distress, Municipalities

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Expert or Arbitrator? Resolving Purchase Price Adjustment Disputes

Acquisition agreements in M&A transactions frequently include provision for payment to be made at closing based on estimates of certain financial metrics that are later subject to a purchase price adjustment based on a final…more

Acquisition Agreements, Acquisitions, Arbitration, Buyers, Contract Negotiations

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CFPB Takes Aim at Prepaid Card Providers Distributing Government Benefits

On February 15, the CFPB released Bulletin 2022-02 to reiterate the prohibition in the Electronic Fund Transfer Act (EFTA) that financial companies with government benefit contracts may not require consumers to establish an…more

Consumer Financial Protection Bureau (CFPB), EFTA, Enforcement, Financial Institutions, Financial Services Industry

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Double Whammy: In a Sweeping New Opinion, the Ninth Circuit Creates a New Mechanism for Completely Wiping Out Unexpired Leases in Bankruptcy, and Also Undercuts a Critical Protection for Buyers in 363 Sales

In In re Spanish Peaks Holdings II, LLC, Case No. 15-35572 (9th Cir. Sept. 12, 2017), the Ninth Circuit Court of Appeals held that a bankruptcy trustee may use Section 363(f) of the Bankruptcy Code to sell real property free and…more

363 Sales, Appeals, Bankruptcy Code, Chapter 7, Commercial Bankruptcy

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Congress’s Recent “Technical” Amendments to the Foreign Extortion Prevention Act Change Key Aspects of the New Law

In December 2023, President Biden signed the new Foreign Extortion Prevention Act (FEPA), closing a gap in the Foreign Corrupt Practices Act (FCPA) by criminalizing the “demand side” of foreign bribery. While the FCPA prohibits…more

Biden Administration, Bribery, Department of Justice (DOJ), Extortion, FEPA

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Protecting Your Business Against Ransomware Attacks: A Primer

In light of the recent and escalating spate of ransomware attacks in the United States and internationally, the Biden administration has made it a top priority to strengthen the nation’s resilience against cyberattacks. Although…more

Best Practices, Biden Administration, Business Plans, Cyber Attacks, Cybersecurity