Bracewell LLP

New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

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Proposed Regulations Could Have a Substantial Effect on Special District Issuers, Especially Developer Districts

In an important development for special districts, including water districts, road districts, and other utility districts, on February 22, 2016, the Internal Revenue Service (“IRS”) released proposed Treasury Regulations (the…more

IRS, Proposed Regulation, Public Comment, Public Finance, Public Hearing

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Supreme Court Upholds EPA's Cross State Air Pollution Rule (CSAPR)

In a 6-2 decision, the United States Supreme Court upheld EPA's justification for the Cross State Air Pollution Rule (CSAPR), breathing life back into the rule that had been vacated by the DC Circuit. The Court made several…more

Air Pollution, Clean Air Act, Cross-State Air Pollution, Environmental Policies, EPA

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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the…more

Bad Faith, Breach of Duty, Covenant of Good Faith and Fair Dealing, Dismissals, EBITDA

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Keep Quiet and Carry On under the EU Trade Secrets Directive

Much as the recent U.S. Defend Trade Secrets Act establishes uniform federal trade secrets protections across the states, the EU Trade Secrets Directive (the “Directive”) harmonizes similar protections across its Member States…more

Confidential Information, Cybersecurity, Employee Rights, EU, EU Trade Secrets Directive

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Supreme Court Rules that Trademark Tacking is a Question for Juries

Yesterday, the Supreme Court unanimously held in Hana Financial v. Hana Bank, 574 U.S. ___ (2015), that trademark tacking is a question for juries. Trademark tacking, or the ability to "tack" a new mark to an older mark in order…more

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

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EEOC Files First Suits Against Businesses Alleging Sexual Orientation Discrimination

Previously, federal courts, for the most part, held that Title VII of the Civil Rights Act of 1964, which prohibits discrimination based upon race, color, national origin, religion and sex, does not provide a basis for…more

EEOC, LGBT, Sex Discrimination, Sexual Orientation Discrimination, Title VII

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Supreme Court Rules that Trademark Tacking is a Question for Juries

Yesterday, the Supreme Court unanimously held in Hana Financial v. Hana Bank, 574 U.S. ___ (2015), that trademark tacking is a question for juries. Trademark tacking, or the ability to "tack" a new mark to an older mark in order…more

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

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SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

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DOJ: Companies, Serve Up Your Executives!

On September 9, 2015, the Department of Justice (“DOJ”) issued an internal memorandum regarding individual accountability for corporate wrongdoing. The memo, authored by Deputy Attorney General Sally Quillian Yates, is aimed at…more

Attorney Generals, Corporate Executives, Corporate Fraud, Corporate Liability, Criminal Investigations

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New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

Texas Court of Appeals Holds There is No Right Under The Administrative Procedure Act to Seek Judicial Review of a State Agency's Denial of a Petition for Rulemaking

On July 23, 2014, the Austin Court of Appeals held that Texas trial courts lack subject matter jurisdiction under the Texas Administrative Procedure Act (APA) to review orders by state agencies denying petitions for rulemaking…more

Administrative Procedure Act, Environmental Claims, Environmental Policies

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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the…more

Bad Faith, Breach of Duty, Covenant of Good Faith and Fair Dealing, Dismissals, EBITDA

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SEC Municipalities Continuing Disclosure Cooperation Initiative Targets Issuers and Underwriters with a “Prisoner’s Dilemma”

On March 10, 2014, the Enforcement Division of the Securities and Exchange Commission (SEC) announced the Municipalities Continuing Disclosure Cooperation Initiative (MCDC) – an offer for municipal issuers and their…more

Disclosure Requirements, EMMA, Municipal Securities Issuers, SEC, Underwriting

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Attorney-Client Privilege in Washington State No Longer Applies When Employment Ends

In order to preserve the attorney-client privilege, counsel who conduct internal investigations begin employee interviews with an “Upjohn Warning”—a disclosure indicating that counsel represents the employer, not the employee,…more

Attorney-Client Privilege, Corporate Privilege, Former Employee, Internal Investigations, Post-Employment Communications

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SEC and Hitachi Reach FCPA Settlement Over Corrupt Payments in South Africa

The U.S. Securities and Exchange Commission (SEC) recently announced a settlement with Hitachi, Ltd. over allegations that the company sold shares in a South African subsidiary to a front company for the African National…more

Bids, Bribery, Conflicts of Interest, FCPA, Federal Contractors

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Attorney-Client Privilege in Washington State No Longer Applies When Employment Ends

In order to preserve the attorney-client privilege, counsel who conduct internal investigations begin employee interviews with an “Upjohn Warning”—a disclosure indicating that counsel represents the employer, not the employee,…more

Attorney-Client Privilege, Corporate Privilege, Former Employee, Internal Investigations, Post-Employment Communications

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MLP Qualifying Income – Treasury and IRS Issue Proposed Regulations

On May 5, 2015, the Department of the Treasury and the Internal Revenue Service (IRS) issued proposed regulations that provide much-anticipated guidance on the scope of qualifying income under Section 7704(d)(1)(E) of the…more

Exploration Development Incentives, IRS, Master Limited Partnerships, Minerals, Natural Resources

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FDIC Action Encourages De Novo Bank Charter Applications

On April 6, 2016, the FDIC rescinded its 2009 Financial Institutions Letter concerning enhanced scrutiny for newly insured FDIC-supervised depository institutions. The 2009 Financial Institution Letter, among other things,…more

Banks, Depository Institutions, FDIC, State Charters

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FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

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Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the…more

Bad Faith, Breach of Duty, Covenant of Good Faith and Fair Dealing, Dismissals, EBITDA

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FAST Act Impact on Community Banks

Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards…more

Banks, Community Banks, Financial Services Industry, Fixing America’s Surface Transportation Act (FAST Act), Holding Companies

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Department of Labor Overtime Regulations Enjoined by Federal Judge

Late yesterday Judge Mazzant of the Eastern District of Texas issued a temporary, nationwide injunction blocking implementation and enforcement of the Department of Labor’s (DOL) revised overtime regulations. The regulations,…more

Balance of Harships, DOL, FLSA, Imminent Harm, Lack of Authority

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Texas Supreme Court Clarifies Spoliation Under Texas Law

After years of awaiting clarity from the Supreme Court of Texas regarding spoliation under Texas law, the Supreme Court issued a significant decision that will shift how Texas state courts handle civil jury instructions…more

Destruction of Evidence, Evidence, Spoliation

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Modifications to Code Section 409A Regulations

On June 22, 2016, the Internal Revenue Service published proposed regulations under Internal Revenue Code Section 409A, which applies to non-qualified deferred compensation plans and arrangements. The proposed regulations are…more

Deferred Compensation, Employee Benefits, Executive Compensation, Internal Revenue Code (IRC), IRS

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Attorney-Client Privilege in Washington State No Longer Applies When Employment Ends

In order to preserve the attorney-client privilege, counsel who conduct internal investigations begin employee interviews with an “Upjohn Warning”—a disclosure indicating that counsel represents the employer, not the employee,…more

Attorney-Client Privilege, Corporate Privilege, Former Employee, Internal Investigations, Post-Employment Communications

See All Updates »

NYSE Amends Timely Alert Policy

The New York Stock Exchange has amended the provisions of its Listed Company Manual concerning dissemination of material news by listed companies and the circumstances under which the NYSE may halt trading in listed securities. …more

Amended Regulation, Listed Company Manual, Material Dissemination, Notice Requirements, NYSE

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FAST Act Impact on Community Banks

Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards…more

Banks, Community Banks, Financial Services Industry, Fixing America’s Surface Transportation Act (FAST Act), Holding Companies

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Patentee's Day of Thanks Comes in Early November: Assessment of the USPTO's Recent Memorandum Regarding Patent Eligibility for Software Claims

A recent U.S. Patent & Trademark Office (USPTO) memorandum to the Patent Examining Corps, in combination with precedential cases from the Federal Circuit, provides positive guidance to owners of software patents and patent…more

CLS Bank v Alice Corp, Computer-Related Inventions, Judicial Exception, Myriad-Mayo, Patent-Eligible Subject Matter

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DOJ Sets its Sights on Antitrust Violations in the E-Commerce Marketplace

The Antitrust Division of the U.S. Department of Justice (Antitrust Division) continues to intensify and expand criminal enforcement of the antitrust laws. The results speak for themselves. In fiscal year 2014, the Antitrust…more

Antitrust Division, Antitrust Violations, Corporate Criminal Fines, Criminal Antitrust Litigation, Criminal Prosecution

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Second Circuit Says District Court Erred In Blocking SEC/Citigroup Settlement

The United States Court of Appeals for the Second Circuit yesterday vacated a closely-watched 2011 decision by U.S. District Court Judge Jed Rakoff rejecting a $285 million fraud settlement between Citigroup Inc. and the U.S…more

Chevron Deference, Citigroup, Collateralized Debt Obligations, Consent Decrees, Enforcement

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U.S. Chemical Safety and Hazard Investigation Board Releases Strategic Plan for 2017-2021

The U.S. Chemical Safety and Hazard Investigation Board (“CSB”) released its Strategic Plan for 2017-2021 today. The Strategic Plan is the result of 18 months of staff and stakeholder development and review. The plan serves as a…more

Chemicals, Spill Prevention Plans, Strategic Planning, U.S. Chemical Safety and Hazard Investigation Board (CSB), Workplace Safety

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Supreme Court Rules Settlement Offer Does Not Moot Class Action Lawsuits

Resolving a question left open by its 2013 decision in Genesis HealthCare Corp. v. Symczyk, as well as a split among the circuit courts, the Supreme Court on January 20, 2016 held that defendants cannot moot and defeat class…more

Campbell Ewald v Gomez, Class Action, Class Representatives, Injunctions, Mootness

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Texas Adopts EPA's Definition of Solid Waste Rule and E-Manifest Requirements

On June 10, 2016, the Texas Commission on Environmental Quality (“TCEQ”) adopted amendments to its statewide hazardous waste rules to incorporate changes made by the U.S. Environmental Protection Agency (“EPA”) to the federal…more

Amended Regulation, Department of Environmental Quality, Electronic Communications, EPA, Hazardous Waste

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Partnership Verdict in Dallas: You May be Married and Not Know it

On Tuesday, March 4, 2014, a Dallas jury found that Enterprise Products Partners, L.P. (Enterprise) had entered into a partnership with Energy Transfer Partners, L.P. (ETP) to jointly develop a crude oil pipeline from Cushing,…more

Oil & Gas, Partnerships, Tortious Interference

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Justice Department Provides Cybersecurity Guidance

In late April, the Department of Justice’s Cybersecurity Unit provided a set of voluntary best practices for companies faced with the prospect of data breaches. The DOJ’s best practices were expressly developed with smaller…more

Cybersecurity, Data Breach, DOJ, Justice Department, Mitigation

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NYSE Amends Timely Alert Policy

The New York Stock Exchange has amended the provisions of its Listed Company Manual concerning dissemination of material news by listed companies and the circumstances under which the NYSE may halt trading in listed securities. …more

Amended Regulation, Listed Company Manual, Material Dissemination, Notice Requirements, NYSE

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OFCCP Regulations Prohibiting Pay Secrecy Policies & Required Posting Effective Now

Executive Order 13665 & Pay Transparency Regulations Effective Now - Following the NLRB’s lead on employee rights regarding discussion of confidential wage issues, Executive Order 13665 and the Office of Contract Compliance…more

Disabilities, DOL, Equal Pay, Executive Orders, Federal Contractors

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New CFPB Rules Threaten More Consumer Class Actions Against Financial Institutions

Recently, the Consumer Financial Protection Bureau (CFPB) announced that it is seeking public comment on proposed rules that would significantly change two aspects of consumer finance dispute resolution…more

Arbitration Agreements, CFPB, Class Action Arbitration Waivers, Consumer Contracts, Consumer Financial Products

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UK Supreme Court Throws out the Nortel and Lehman Pension Baby Claims with the Bathwater

While the arrival of His Royal Highness Prince George Alexander Louis of Cambridge has dominated the British (and the world) headlines this week, the U.K. Supreme Court delivered its own long awaited bundle of joy earlier today…more

Corporate Restructuring, Insolvency, Lehman Brothers, Nortel, Pensions

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New Citywide Construction Fraud Task Force Promises Tough Enforcement

On August 5th, the Manhattan District Attorney (the "DA’s Office") announced the formation of a multi-agency Citywide Construction Fraud Task Force that will be spearheaded by prosecutors from the office. Its mission is simple:…more

Compliance, Construction Industry, Construction Litigation, Corruption, Davis-Bacon Act

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Re-Calculating Patent Term Adjustments Once Again

The Federal Circuit has adjusted the way we calculate Patent Term Adjustments (PTA) once again with its holdings in Novartis and Exelixis. The Federal Circuit held that the United States Patent and Trademark Office (USPTO) has…more

Exelixis, Novartis, Patent Term Adjustment, Patent Terms, Patents

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Department of Labor Overtime Regulations Enjoined by Federal Judge

Late yesterday Judge Mazzant of the Eastern District of Texas issued a temporary, nationwide injunction blocking implementation and enforcement of the Department of Labor’s (DOL) revised overtime regulations. The regulations,…more

Balance of Harships, DOL, FLSA, Imminent Harm, Lack of Authority

See All Updates »

Patentee's Day of Thanks Comes in Early November: Assessment of the USPTO's Recent Memorandum Regarding Patent Eligibility for Software Claims

A recent U.S. Patent & Trademark Office (USPTO) memorandum to the Patent Examining Corps, in combination with precedential cases from the Federal Circuit, provides positive guidance to owners of software patents and patent…more

CLS Bank v Alice Corp, Computer-Related Inventions, Judicial Exception, Myriad-Mayo, Patent-Eligible Subject Matter

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Advisory Firms Fined for Disseminating Misleading Performance Claims Made by Another Firm

On August 25, the U.S. Securities and Exchange Commission announced fines against 13 investment advisory firms for distributing false claims originally made by F-Squared Investments. In a prior SEC enforcement case, F-Squared…more

Enforcement Actions, Investment Adviser, Investors, SEC

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Does Your Bank's Website Violate The ADA?

There has been a recent surge in claims brought by people with visual and hearing impairments alleging that company websites violate the accessibility standards of the Americans with Disabilities Act (ADA). Until now, these…more

ADA, Banking Sector, Community Banks, Demand Letter, DOJ

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PHMSA Implements New Emergency Safety Authority Effective Immediately

On October 3, 2016, the Pipeline and Hazardous Materials Safety Administration (PHMSA) announced an Interim Final Rule (IFR) establishing when and how it will issue Emergency Orders to address imminent safety hazards across the…more

ALJ, Department of Transportation (DOT), Emergency Orders, Emergency Response, Health and Safety

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SEC Proposes Rules for Hedging Policy Disclosure

The Securities and Exchange Commission has proposed rules to implement the disclosure of hedging policies as required by Section 955 the Dodd-Frank Wall Street Reform and Consumer Protection Act…more

Dodd-Frank, Hedging, Proposed Regulation, Public Disclosure, Publicly-Traded Companies

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

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Shelby County v. Holder Decision Has Broad Impact on Voting Rights Act Compliance

On June 25, 2013, the Supreme Court of the United States issued a landmark Voting Rights Act opinion that will impact all Texas governmental entities…more

Attorney Generals, SCOTUS, Shelby v Holder, Voting Rights Act

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SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

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USCIS Publishes Final Rule For Certain Employment-Based Immigrant and Nonimmigrant Visa Programs

USCIS has published a final rule to modernize and improve several aspects of certain employment-based nonimmigrant and immigrant visa programs and to better enable U.S. employers to hire and retain certain foreign workers who…more

DHS, E-3, Employment Authorization Documents (EAD), Extensions, Final Rules

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High Octane Fuel for Curbing Abusive Patent Litigation

On April 29, the U.S. Supreme Court issued two landmark decisions that could curtail abusive patent practices implemented by "patent trolls" or non-practicing entities (NPE) by relaxing the legal standards for awarding attorney…more

Attorney's Fees, Brooks Furniture, Highmark v. Allcare, Non-Practicing Entities, Octane Fitness v. ICON

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IRS Issues Final Regulations Regarding Allocation of Bond Proceeds to Mixed-Use Projects; SLGS Window Reopens

On October 26, 2015, the IRS released final regulations (the “Final Regulations”) regarding allocation and accounting rules for purposes of the private activity bond restrictions applicable to tax-exempt bonds issued by state…more

Allocation of Funds, Bonds, IRS, Mixed-Use Zoning, Public Financing

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FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

High Court Underscores Injury Requirement for Statutory Class Actions

In a critical ruling for businesses concerned by the threat of growing class-action litigation, the Supreme Court decided on May 16, 2016 that plaintiffs must allege a concrete injury-in-fact to maintain statutory class action…more

Article III, Class Action, FCRA, Injury-in-Fact, Pleading Standards

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SEC Announces 71 Issuer MCDC Settlements

On August 24, 2016, the SEC announced that it had entered into settlement orders with 71 municipal issuers and other obligated persons for violations of federal securities laws in municipal bond offerings. The issuers and…more

Cease and Desist, Enforcement Actions, False Statements, MCDC, Misrepresentation

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Texas Court of Appeals Holds There is No Right Under The Administrative Procedure Act to Seek Judicial Review of a State Agency's Denial of a Petition for Rulemaking

On July 23, 2014, the Austin Court of Appeals held that Texas trial courts lack subject matter jurisdiction under the Texas Administrative Procedure Act (APA) to review orders by state agencies denying petitions for rulemaking…more

Administrative Procedure Act, Environmental Claims, Environmental Policies

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Management Contracts & Private Business Use–IRS Releases Favorable Guidance

Coming as welcome news to those involved in the municipal bond market, Revenue Procedure 2016-44 provides helpful guidance for governmental issuers and 501(c)(3) borrowers entering into long-term contracts with private entities…more

501(c)(3), Bonds, Borrowers, Contract Terms, Management Contracts

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FAST Act - Capital Markets Provisions

On December 4, President Obama signed a $305 billion transportation bill, referred to as the FAST Act, into law. While primarily a transportation bill, the FAST Act includes a number of key capital markets provisions aimed at…more

Capital Markets, Emerging Growth Companies, Fixing America’s Surface Transportation Act (FAST Act), Investment Funds, JOBS Act

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OSHA Delays Enforcement of its New Anti-Retaliation Provisions until November 1, 2016

There have been significant developments impacting the portions of OSHA’s new work-related injury and illness rule scheduled to become effective on August 10. As our July 7 alert explained, the new requirements include, among…more

Anti-Retaliation Provisions, Delays, Drug Testing, Employee Incentive Plans, OSHA

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Supreme Court Rejects Generic Computer Use to Patent Abstract Ideas

On June 19, 2014, in Alice Corp. v. CLS Bank International, the United States Supreme Court unanimously affirmed the ineligibility of the patent claims at issue—directed to the abstract idea of "intermediated settlement"—and…more

Alice Corporation, CLS Bank, CLS Bank v Alice Corp, Mayo v. Prometheus, Patent Litigation

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SEC Releases New Interpretations on CEO Pay Ratio Disclosure

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs…more

CACM, CDIs, CEOs, Disclosure Requirements, Dodd-Frank

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New York Adopts Delaware Standard for Going-Private Transactions

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn v. M…more

Appeals, Business Judgment Rule, Class Action, Dismissals, Duty of Care

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Antitrust Agencies Release Guidance on Employee Hiring and Compensation

The Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) have jointly issued written guidance for human resource (HR) professionals on how antitrust law applies to employee hiring and…more

Anti-Competitive, Antitrust Violations, Criminal Liability, DOJ, FTC

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Keep Quiet and Carry On under the EU Trade Secrets Directive

Much as the recent U.S. Defend Trade Secrets Act establishes uniform federal trade secrets protections across the states, the EU Trade Secrets Directive (the “Directive”) harmonizes similar protections across its Member States…more

Confidential Information, Cybersecurity, Employee Rights, EU, EU Trade Secrets Directive

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New York DFS Announces New Proposed Cybersecurity Regulations

On September 13, 2016, the New York State Department of Financial Services (“DFS”) released proposed cybersecurity regulations for financial institutions.1 When the regulations become effective, they will make New York the first…more

Banks, Covered Entities, Cybersecurity, Department of Financial Services, Financial Institutions

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Supreme Court Upholds EPA's Cross State Air Pollution Rule (CSAPR)

In a 6-2 decision, the United States Supreme Court upheld EPA's justification for the Cross State Air Pollution Rule (CSAPR), breathing life back into the rule that had been vacated by the DC Circuit. The Court made several…more

Air Pollution, Clean Air Act, Cross-State Air Pollution, Environmental Policies, EPA

See All Updates »

New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

Sales Tax Exemption for Manufacturing Held Inapplicable for Oil and Gas Equipment, but Questions Remain

Southwest Royalties, Inc. v. Hegar, No. 14-0743 (Tex. June 17, 2016)(“Southwest”), addresses the applicability of a sales tax exemption for property sold for use in manufacturing in the context of oil and gas production…more

Manufacturing Equipment, Oil & Gas, Personal Property, Sales Tax, Tangible Property

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Post Election Update 2014

The 2014 Midterm Elections have taken place and Republicans performed extremely well in all categories – winning key gubernatorial and congressional races – in what many are viewing as a "wave election." In the Senate,…more

Climate Change, Election Results, Energy, Energy Policy, Natural Gas

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EPA Updates Its Audit Policy with "eDisclosure"

On June 10, 2015, the U.S. Environmental Protection Agency hosted a webinar describing a plan to modernize the implementation of its April 11, 2000 Audit Policy. The plan – called eDisclosure – attempts to provide a…more

Audit Policies, Audits, Compliance, Disclosure, eDisclosure

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New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

Supreme Court Upholds EPA's Cross State Air Pollution Rule (CSAPR)

In a 6-2 decision, the United States Supreme Court upheld EPA's justification for the Cross State Air Pollution Rule (CSAPR), breathing life back into the rule that had been vacated by the DC Circuit. The Court made several…more

Air Pollution, Clean Air Act, Cross-State Air Pollution, Environmental Policies, EPA

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Africa Energy Update

The latest news on legal and regulatory developments in Africa's energy sector with perspectives from our offices in London, New York and Seattle…more

Africa, Energy Sector, Foreign Investment, Liquid Natural Gas, Oil & Gas

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Antitrust Agencies Release Guidance on Employee Hiring and Compensation

The Department of Justice Antitrust Division (DOJ) and the Federal Trade Commission (FTC) have jointly issued written guidance for human resource (HR) professionals on how antitrust law applies to employee hiring and…more

Anti-Competitive, Antitrust Violations, Criminal Liability, DOJ, FTC

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SEC Amends Rules Affecting Intrastate and Small Exempt Offerings

On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized Rule…more

Offerings, Registration Requirement, Rule 147, SEC, Securities Act of 1933

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The Proposed Code Section 457 Regulations Have Arrived

On June 22, 2016, the IRS finally issued the long-awaited proposed regulations under Internal Revenue Code (“Code”) Section 457. Code Section 457 applies to deferred compensation plans or arrangements of tax-exempt entities and…more

457(b) Plans, Death Benefits, Deferred Compensation, Disability Benefits, Early Retirement

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Africa Energy Update

The latest news on legal and regulatory developments in Africa's energy sector with perspectives from our offices in London, New York and Seattle…more

Africa, Energy Sector, Foreign Investment, Liquid Natural Gas, Oil & Gas

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What You Need to Know About the SEC's New Pay Ratio Disclosure Rules

On August 5, 2015, the Securities and Exchange Commission voted to approve final rules to implement pay ratio disclosure pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As required by…more

CEOs, Disclosure Requirements, Dodd-Frank, Executive Compensation, Pay Ratio

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Keep Quiet and Carry On under the EU Trade Secrets Directive

Much as the recent U.S. Defend Trade Secrets Act establishes uniform federal trade secrets protections across the states, the EU Trade Secrets Directive (the “Directive”) harmonizes similar protections across its Member States…more

Confidential Information, Cybersecurity, Employee Rights, EU, EU Trade Secrets Directive

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

DOL’s Persuader Advice Exemption Rule Blocked

On November 16th, Texas federal judge Sam R. Cummings granted Summary Judgment to several business groups, joined by Texas and nine other states, seeking to block enforcement of the U. S. Department of Labor’s (DOL) new…more

Attorney-Client Privilege, Collective Bargaining, Confidential Information, Disclosure Requirements, DOL

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High Court Underscores Injury Requirement for Statutory Class Actions

In a critical ruling for businesses concerned by the threat of growing class-action litigation, the Supreme Court decided on May 16, 2016 that plaintiffs must allege a concrete injury-in-fact to maintain statutory class action…more

Article III, Class Action, FCRA, Injury-in-Fact, Pleading Standards

See All Updates »

DOJ: Companies, Serve Up Your Executives!

On September 9, 2015, the Department of Justice (“DOJ”) issued an internal memorandum regarding individual accountability for corporate wrongdoing. The memo, authored by Deputy Attorney General Sally Quillian Yates, is aimed at…more

Attorney Generals, Corporate Executives, Corporate Fraud, Corporate Liability, Criminal Investigations

See All Updates »

DOJ Announces First Declinations After Implementing FCPA Pilot Program

The U.S. Department of Justice (DOJ) issued its first set of public declinations since its April unveiling of a new self-reporting Foreign Corrupt Practices Act (FCPA) pilot program. On June 7, 2016, Akamai Technologies, Inc., a…more

Bribery, China, Disgorgement, DOJ, FCPA

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New York Adopts Delaware Standard for Going-Private Transactions

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn v. M…more

Appeals, Business Judgment Rule, Class Action, Dismissals, Duty of Care

See All Updates »

FINRA Fines Lincoln Financial Sub $650,000 For Cybersecurity Shortcomings

A Lincoln Financial Group subsidiary agreed to pay $650,000 to the Financial Industry Regulatory Authority (FINRA) to resolve allegations that it failed to implement sufficient security policies to protect confidential customer…more

Broker-Dealer, Cloud Storage, Customer Information, Cybersecurity, Enforcement Actions

See All Updates »

SEC Issues Report on Increasing Use of Outsourced Chief Compliance Officers

In November 2015, the Securities and Exchange Commission (SEC) released its Outsourced CCO Initiative Report. The report addressed the increased trend of outsourcing compliance activities to third-party consultants within the…more

Chief Compliance Officers, Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Outsourcing

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

Texas Supreme Court Confirms General Waiver of Section 51.003 in Guaranty Agreements

On June 13, 2014, the Texas Supreme Court conclusively resolved the issue of whether a guarantor may generally waive his/her/its statutory right of offset under Section 51.003 of the Texas Property Code. In Moayedi v…more

Guarantors, Guaranty Claims, Lenders

See All Updates »

SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

See All Updates »

SEC Proposes New Rules Requiring Universal Proxy Cards

On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders to…more

Director Nominations, Proposed Rules, SEC, Shareholder Votes, Shareholders

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Political Consultant Convicted for Illegal Coordination

In what appears to be a first of its kind federal prosecution, Tyler Harber, a well-known political consultant, pleaded guilty in the U.S. District Court for the Eastern District of Virginia to illegally coordinating campaign…more

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

Barclays Motion to Dismiss Raises Significant Issues About FERC Jurisdiction

After an investigation of actions in the western electricity markets by Barclays Bank PLC (“Barclays”), Daniel Brin, Scott Connelly, Karen Levine, and Ryan Smith (collectively, the “Traders” and together with Barclays,…more

Barclays, Civil Monetary Penalty, Disgorgement, FERC, Fines

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FAST Act Impact on Community Banks

Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards…more

Banks, Community Banks, Financial Services Industry, Fixing America’s Surface Transportation Act (FAST Act), Holding Companies

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Manifest Disregard for the Law is Not a Ground for Vacating TAA Arbitration Awards

Last Friday, the Texas Supreme Court, in Hoskins v. Hoskins, No. 15-0046, --- S.W.3d --- (Tex. May 20, 2016), ruled that an arbitration award may not be vacated under the Texas Arbitration Act (“TAA”) on grounds other than those…more

Appeals, Arbitration, Arbitration Awards, Manifest Disregard, Split of Authority

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Shelby County v. Holder Decision Has Broad Impact on Voting Rights Act Compliance

On June 25, 2013, the Supreme Court of the United States issued a landmark Voting Rights Act opinion that will impact all Texas governmental entities…more

Attorney Generals, SCOTUS, Shelby v Holder, Voting Rights Act

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SEC Announces 71 Issuer MCDC Settlements

On August 24, 2016, the SEC announced that it had entered into settlement orders with 71 municipal issuers and other obligated persons for violations of federal securities laws in municipal bond offerings. The issuers and…more

Cease and Desist, Enforcement Actions, False Statements, MCDC, Misrepresentation

See All Updates »

Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

SEC Staff Revises Guidance on Shortened Debt Tender Offers, Expands Guidance to Cover Tender Offers for High-Yield Debt and Certain Exchange Offers

The staff of the Securities and Exchange Commission recently issued a no-action letter that substantially revises its long-standing guidance for shortened tender offers for non-convertible debt securities. The letter permits…more

Deadlines, No-Action Letters, Non-Convertible Debt Securities, SEC, Tender Offers

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

SEC Proposes New Rules Requiring Universal Proxy Cards

On October 26, 2016, the U.S. Securities and Exchange Commission proposed changes to the proxy rules to require the use of universal proxy cards in contested director elections. Universal proxy cards would permit shareholders to…more

Director Nominations, Proposed Rules, SEC, Shareholder Votes, Shareholders

See All Updates »

FAST Act Impact on Community Banks

Last week, President Obama signed into law a $305 billion bundle of legislation referred to as the FAST Act. While the FAST Act was conceived as a transportation bill, it came to contain a number of provisions targeted towards…more

Banks, Community Banks, Financial Services Industry, Fixing America’s Surface Transportation Act (FAST Act), Holding Companies

See All Updates »

SEC Amends Rules Affecting Intrastate and Small Exempt Offerings

On October 26, 2016, the Securities and Exchange Commission (“SEC”) announced amendments to certain rules exempting intrastate offerings and other limited offerings from federal registration requirements. The SEC modernized Rule…more

Offerings, Registration Requirement, Rule 147, SEC, Securities Act of 1933

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Texas Supreme Court Confirms General Waiver of Section 51.003 in Guaranty Agreements

On June 13, 2014, the Texas Supreme Court conclusively resolved the issue of whether a guarantor may generally waive his/her/its statutory right of offset under Section 51.003 of the Texas Property Code. In Moayedi v…more

Guarantors, Guaranty Claims, Lenders

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

Does Your Bank's Website Violate The ADA?

There has been a recent surge in claims brought by people with visual and hearing impairments alleging that company websites violate the accessibility standards of the Americans with Disabilities Act (ADA). Until now, these…more

ADA, Banking Sector, Community Banks, Demand Letter, DOJ

See All Updates »

DOJ: Companies, Serve Up Your Executives!

On September 9, 2015, the Department of Justice (“DOJ”) issued an internal memorandum regarding individual accountability for corporate wrongdoing. The memo, authored by Deputy Attorney General Sally Quillian Yates, is aimed at…more

Attorney Generals, Corporate Executives, Corporate Fraud, Corporate Liability, Criminal Investigations

See All Updates »

Supreme Court Rules that Trademark Tacking is a Question for Juries

Yesterday, the Supreme Court unanimously held in Hana Financial v. Hana Bank, 574 U.S. ___ (2015), that trademark tacking is a question for juries. Trademark tacking, or the ability to "tack" a new mark to an older mark in order…more

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

See All Updates »

Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

Department of Labor Overtime Regulations Enjoined by Federal Judge

Late yesterday Judge Mazzant of the Eastern District of Texas issued a temporary, nationwide injunction blocking implementation and enforcement of the Department of Labor’s (DOL) revised overtime regulations. The regulations,…more

Balance of Harships, DOL, FLSA, Imminent Harm, Lack of Authority

See All Updates »

USCIS Publishes Final Rule For Certain Employment-Based Immigrant and Nonimmigrant Visa Programs

USCIS has published a final rule to modernize and improve several aspects of certain employment-based nonimmigrant and immigrant visa programs and to better enable U.S. employers to hire and retain certain foreign workers who…more

DHS, E-3, Employment Authorization Documents (EAD), Extensions, Final Rules

See All Updates »

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New York

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s…more

Acquisitions, Damages, Diminution in Value, Escrow Instructions, Indemnification

See All Updates »

DOL’s Persuader Advice Exemption Rule Blocked

On November 16th, Texas federal judge Sam R. Cummings granted Summary Judgment to several business groups, joined by Texas and nine other states, seeking to block enforcement of the U. S. Department of Labor’s (DOL) new…more

Attorney-Client Privilege, Collective Bargaining, Confidential Information, Disclosure Requirements, DOL

See All Updates »

Federal Regulators Unveil Proposed Cybersecurity Standards for Large Financial Firms

On October 19, 2016, federal regulators issued an Advance Notice of Proposed Rulemaking titled “Enhanced Cyber Risk Management Standards.” The draft standards, jointly released by the Federal Reserve, the Federal Deposit…more

Advanced Notice of Proposed Rulemaking (ANPRM), Banking Industry Regulations, Banks, Covered Entities, Critical Infrastructure Sectors

See All Updates »

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with…more

Board of Directors, C&J Energy, Change of Ownership, Corporate Governance, Fiduciary Duty

See All Updates »

New Partnership Tax Guidance on Disguised Sales and Liability Allocations

On October 5, 2016, the Treasury Department and Internal Revenue Service (“IRS”) published much-anticipated final, temporary and new proposed regulations providing guidance under Internal Revenue Code sections 707 and 752 on…more

Distribution Rules, Internal Revenue Code (IRC), IRS, New Regulations, Partnerships

See All Updates »

Management Contracts & Private Business Use–IRS Releases Favorable Guidance

Coming as welcome news to those involved in the municipal bond market, Revenue Procedure 2016-44 provides helpful guidance for governmental issuers and 501(c)(3) borrowers entering into long-term contracts with private entities…more

501(c)(3), Bonds, Borrowers, Contract Terms, Management Contracts

See All Updates »

Texas Adopts EPA's Definition of Solid Waste Rule and E-Manifest Requirements

On June 10, 2016, the Texas Commission on Environmental Quality (“TCEQ”) adopted amendments to its statewide hazardous waste rules to incorporate changes made by the U.S. Environmental Protection Agency (“EPA”) to the federal…more

Amended Regulation, Department of Environmental Quality, Electronic Communications, EPA, Hazardous Waste

See All Updates »

Supreme Court Rules that Trademark Tacking is a Question for Juries

Yesterday, the Supreme Court unanimously held in Hana Financial v. Hana Bank, 574 U.S. ___ (2015), that trademark tacking is a question for juries. Trademark tacking, or the ability to "tack" a new mark to an older mark in order…more

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

See All Updates »

Post Election Update 2014

The 2014 Midterm Elections have taken place and Republicans performed extremely well in all categories – winning key gubernatorial and congressional races – in what many are viewing as a "wave election." In the Senate,…more

Climate Change, Election Results, Energy, Energy Policy, Natural Gas

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U.S. Chemical Safety and Hazard Investigation Board Releases Strategic Plan for 2017-2021

The U.S. Chemical Safety and Hazard Investigation Board (“CSB”) released its Strategic Plan for 2017-2021 today. The Strategic Plan is the result of 18 months of staff and stakeholder development and review. The plan serves as a…more

Chemicals, Spill Prevention Plans, Strategic Planning, U.S. Chemical Safety and Hazard Investigation Board (CSB), Workplace Safety

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

First Issuer MCDC SEC Settlement Announced

On July 8, 2014, the U.S. Securities and Exchange Commission announced that it has entered into a settlement order with Kings Canyon Joint Unified School District (Kings Canyon)—the first settlement with an issuer under the…more

Disclosure Requirements, Material Violation, MCDC, SEC, Settlement

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

The Proposed Code Section 457 Regulations Have Arrived

On June 22, 2016, the IRS finally issued the long-awaited proposed regulations under Internal Revenue Code (“Code”) Section 457. Code Section 457 applies to deferred compensation plans or arrangements of tax-exempt entities and…more

457(b) Plans, Death Benefits, Deferred Compensation, Disability Benefits, Early Retirement

See All Updates »

New York Adopts Delaware Standard for Going-Private Transactions

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn v. M…more

Appeals, Business Judgment Rule, Class Action, Dismissals, Duty of Care

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

FINRA Fines Lincoln Financial Sub $650,000 For Cybersecurity Shortcomings

A Lincoln Financial Group subsidiary agreed to pay $650,000 to the Financial Industry Regulatory Authority (FINRA) to resolve allegations that it failed to implement sufficient security policies to protect confidential customer…more

Broker-Dealer, Cloud Storage, Customer Information, Cybersecurity, Enforcement Actions

See All Updates »

Mexico’s National Hydrocarbons Commission (CNH) Issues Round One’s Third Bid For Onshore Fields

Mexico’s National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos) (“CNH”) announced on May 11 the terms for the third bid of Round One. Unlike the two earlier bids which covered 19 shallow water areas, the third bid…more

Competitive Bidding, Energy Projects, Energy Sector, Hydrocarbons, Mexico

See All Updates »

SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

See All Updates »

Protecting Yourself Against Data Breach: Don't Be a Target

On May 5, 2014, Target Corporation Chief Executive Officer Gregg Steinhafel resigned after having been with the company for 35 years, another casualty of the massive data breach that continues to damage the nation’s…more

Cybersecurity, Data Breach, Data Protection, Target

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New Audit Rules May Impose Tax Liability on Partnerships

On November 2, 2015, President Obama signed into law the Bipartisan Budget Agreement of 2015 (the “Act”), which includes major changes to the partnership tax audit rules (the “New Audit Rules”). The Act repeals the current…more

Audits, Bipartisan Budget, Corporate Counsel, IRS, Partnerships

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Keep Quiet and Carry On under the EU Trade Secrets Directive

Much as the recent U.S. Defend Trade Secrets Act establishes uniform federal trade secrets protections across the states, the EU Trade Secrets Directive (the “Directive”) harmonizes similar protections across its Member States…more

Confidential Information, Cybersecurity, Employee Rights, EU, EU Trade Secrets Directive

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SEC: 2015 Examination Priorities – Cybersecurity Compliance and Controls

Registered broker-dealers and investment advisers received a stern warning to strengthen their cybersecurity programs or face further regulatory scrutiny. On September 15, 2015, the SEC announced a plan to sharpen its focus on…more

Broker-Dealer, Compliance, Cybersecurity, Data Breach, Data Loss Prevention

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A Permit System May Finally Arrive for the Migratory Bird Treaty Act - New Opportunities and Responsibilities

For years, Federal Courts have held that individuals can be held criminally liable under the Migratory Bird Treaty Act (MBTA) for the death of birds regardless of whether they intended to harm them. While several courts have…more

Cell Towers, Criminal Prosecution, Electricity, Endangered Species Act (ESA), Incidental Take Permits

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Supreme Court Limits Class Action Plaintiffs' Ability to Manipulate Jurisdiction

On March 19, 2013, the United States Supreme Court issued a unanimous opinion in Standard Fire Insurance Co. v. Knowles barring class action plaintiffs from using stipulations that limit the amount in controversy to avoid…more

Amount in Controversy, CAFA, Class Action, Damages, Jurisdiction

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Texas Supreme Court Narrows the Ability of General Contractors to Seek Chapter 82 Indemnity for Product Claims

On June 17, the Texas Supreme Court further clarified the definition of the word "seller" in Chapter 82 of the Texas Civil Practice and Remedies Code (known as the Texas Products Liability Act), which was intended to provide the…more

Appeals, Cross Motions, General Contractors, Indemnity, Manufacturers

See All Updates »

The Proposed Code Section 457 Regulations Have Arrived

On June 22, 2016, the IRS finally issued the long-awaited proposed regulations under Internal Revenue Code (“Code”) Section 457. Code Section 457 applies to deferred compensation plans or arrangements of tax-exempt entities and…more

457(b) Plans, Death Benefits, Deferred Compensation, Disability Benefits, Early Retirement

See All Updates »

SEC Issues Report on Increasing Use of Outsourced Chief Compliance Officers

In November 2015, the Securities and Exchange Commission (SEC) released its Outsourced CCO Initiative Report. The report addressed the increased trend of outsourcing compliance activities to third-party consultants within the…more

Chief Compliance Officers, Investment Adviser, Investment Advisers Act of 1940, Investment Company Act of 1940, Outsourcing

See All Updates »

Greater Good Adds More Complexity for Contractors in the Middle East

On January 29, 2014, the Federal Acquisitions Regulations Council published the final rule amending the Combating Trafficking in Persons for U.S. government contracts (the "Anti-Human Trafficking Rule"). The Anti-Human…more

Federal Acquisition Regulations (FAR), Federal Contractors, Final Rules, Human Trafficking, Middle East

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Significant New Safety Requirements Proposed For Natural Gas Pipelines

On March 17, the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (PHMSA) issued a major proposal to revise the safety standards for onshore natural gas pipelines. The proposed rule…more

Advanced Notice of Proposed Rulemaking (ANPRM), Natural Gas, PHMSA, Pipelines, Safety Standards

See All Updates »

Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

See All Updates »

Patentee's Day of Thanks Comes in Early November: Assessment of the USPTO's Recent Memorandum Regarding Patent Eligibility for Software Claims

A recent U.S. Patent & Trademark Office (USPTO) memorandum to the Patent Examining Corps, in combination with precedential cases from the Federal Circuit, provides positive guidance to owners of software patents and patent…more

CLS Bank v Alice Corp, Computer-Related Inventions, Judicial Exception, Myriad-Mayo, Patent-Eligible Subject Matter

See All Updates »

High Court Underscores Injury Requirement for Statutory Class Actions

In a critical ruling for businesses concerned by the threat of growing class-action litigation, the Supreme Court decided on May 16, 2016 that plaintiffs must allege a concrete injury-in-fact to maintain statutory class action…more

Article III, Class Action, FCRA, Injury-in-Fact, Pleading Standards

See All Updates »

DOL’s Persuader Advice Exemption Rule Blocked

On November 16th, Texas federal judge Sam R. Cummings granted Summary Judgment to several business groups, joined by Texas and nine other states, seeking to block enforcement of the U. S. Department of Labor’s (DOL) new…more

Attorney-Client Privilege, Collective Bargaining, Confidential Information, Disclosure Requirements, DOL

See All Updates »

Willful Infringement: "If I could turn back time..."

Unlike Cher, the U.S. Supreme Court can turn back time. In Halo Electronics v. Pulse Electronics, the Court unanimously upended the law on enhanced damages for willful patent infringement set forth in by the Federal Circuit in…more

35 U.S.C. § 284, Abuse of Discretion, Enhanced Damages, Halo v Pulse, Judicial Discretion

See All Updates »

FERC Enforcement – What to Expect in 2015

The Federal Energy Regulatory Commission’s (FERC’s) Office of Enforcement (Enforcement) recently released its annual report on enforcement activities for 2014. As is typical, Enforcement identified its primary concerns as…more

Annual Reports, CFTC, Energy Market, Enforcement Actions, Enforcement Statistics

See All Updates »

SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

See All Updates »

Obtaining Diminution in Value Damages for Seller Misrepresentations in M&A Agreements: New Ruling in the Southern District of New York

On September 28, 2015, the U.S. District Court for the Southern District of New York issued an Opinion and Order (the Opinion) in favor of our client, Stanley Black & Decker, Inc. (SB&D), in its litigation arising from SB&D’s…more

Acquisitions, Damages, Diminution in Value, Escrow Instructions, Indemnification

See All Updates »

Willful Infringement: "If I could turn back time..."

Unlike Cher, the U.S. Supreme Court can turn back time. In Halo Electronics v. Pulse Electronics, the Court unanimously upended the law on enhanced damages for willful patent infringement set forth in by the Federal Circuit in…more

35 U.S.C. § 284, Abuse of Discretion, Enhanced Damages, Halo v Pulse, Judicial Discretion

See All Updates »

EPA Hits Oil and Gas Industry With a Flurry of Proposed Methane Regulations

EPA took major steps on August 18, 2015 to curtail methane emissions from the oil and gas industry by simultaneously releasing four new proposed rules. These actions are part of the Obama Administration’s larger climate action…more

Clean Air Act, EPA, Federal Implementation Plans (FIP), Fracking, Greenhouse Gas Emissions

See All Updates »

Willful Infringement: "If I could turn back time..."

Unlike Cher, the U.S. Supreme Court can turn back time. In Halo Electronics v. Pulse Electronics, the Court unanimously upended the law on enhanced damages for willful patent infringement set forth in by the Federal Circuit in…more

35 U.S.C. § 284, Abuse of Discretion, Enhanced Damages, Halo v Pulse, Judicial Discretion

See All Updates »

Municipal Advisor, School Consultant, and Associated Individuals Enter Settlement Offers with SEC after First-of-Its-Kind Municipal Advisor Antifraud Enforcement Action

On June 13, 2016, the Securities and Exchange Commission (SEC) accepted the settlement offers made by two firms and three executives charged with using deceptive business practices in dealing with five school districts. As part…more

Bids, Cease and Desist, Civil Monetary Penalty, Confidential Information, Corporate Executives

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Federal Circuit Strengthens ITC's Authority to Police Importation

On August 10, 2015, the Federal Circuit, acting en banc, ruled that the International Trade Commission (ITC) has the authority to prevent importation of products based on claims for induced infringement where the predicate act…more

Corporate Counsel, Direct Infringement, Foreign-Made Goods, Imports, Induced Infringement

See All Updates »

SEC Releases New Interpretations on CEO Pay Ratio Disclosure

On October 18, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission published five new Compliance & Disclosure Interpretations (CDIs) related to CEO pay ratio disclosures. The CDIs…more

CACM, CDIs, CEOs, Disclosure Requirements, Dodd-Frank

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SEC Adopts Regulation Systems Compliance and Integrity

On November 19, 2014, the Securities and Exchange Commission (SEC) approved the adoption of Regulation Systems Compliance and Integrity (Reg SCI) under the Securities Exchange Act of 1934, as amended (Exchange Act). Reg SCI will…more

Covered Entities, Financial Markets, Regulation SCI, SEC

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EPA Advances Climate Goals by Expanding Refrigerant Regulations

On September 26, 2016, EPA released a Final Rule updating the Agency’s Refrigerant Management Program... ..The Final Rule is scheduled to become effective January 1, 2017 and, for the first time, expands the requirements of…more

Administrative Authority, Clean Air Act, EPA, Final Rules, Global Warming

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Willful Infringement: "If I could turn back time..."

Unlike Cher, the U.S. Supreme Court can turn back time. In Halo Electronics v. Pulse Electronics, the Court unanimously upended the law on enhanced damages for willful patent infringement set forth in by the Federal Circuit in…more

35 U.S.C. § 284, Abuse of Discretion, Enhanced Damages, Halo v Pulse, Judicial Discretion

See All Updates »

DOJ Announces First Declinations After Implementing FCPA Pilot Program

The U.S. Department of Justice (DOJ) issued its first set of public declinations since its April unveiling of a new self-reporting Foreign Corrupt Practices Act (FCPA) pilot program. On June 7, 2016, Akamai Technologies, Inc., a…more

Bribery, China, Disgorgement, DOJ, FCPA

See All Updates »

Management Contracts & Private Business Use–IRS Releases Favorable Guidance

Coming as welcome news to those involved in the municipal bond market, Revenue Procedure 2016-44 provides helpful guidance for governmental issuers and 501(c)(3) borrowers entering into long-term contracts with private entities…more

501(c)(3), Bonds, Borrowers, Contract Terms, Management Contracts

See All Updates »

Patentee's Day of Thanks Comes in Early November: Assessment of the USPTO's Recent Memorandum Regarding Patent Eligibility for Software Claims

A recent U.S. Patent & Trademark Office (USPTO) memorandum to the Patent Examining Corps, in combination with precedential cases from the Federal Circuit, provides positive guidance to owners of software patents and patent…more

CLS Bank v Alice Corp, Computer-Related Inventions, Judicial Exception, Myriad-Mayo, Patent-Eligible Subject Matter

See All Updates »

Does Your Bank's Website Violate The ADA?

There has been a recent surge in claims brought by people with visual and hearing impairments alleging that company websites violate the accessibility standards of the Americans with Disabilities Act (ADA). Until now, these…more

ADA, Banking Sector, Community Banks, Demand Letter, DOJ

See All Updates »

SEC Announces 71 Issuer MCDC Settlements

On August 24, 2016, the SEC announced that it had entered into settlement orders with 71 municipal issuers and other obligated persons for violations of federal securities laws in municipal bond offerings. The issuers and…more

Cease and Desist, Enforcement Actions, False Statements, MCDC, Misrepresentation

See All Updates »

DOJ Announces First Declinations After Implementing FCPA Pilot Program

The U.S. Department of Justice (DOJ) issued its first set of public declinations since its April unveiling of a new self-reporting Foreign Corrupt Practices Act (FCPA) pilot program. On June 7, 2016, Akamai Technologies, Inc., a…more

Bribery, China, Disgorgement, DOJ, FCPA

See All Updates »

Mexico’s National Hydrocarbons Commission (CNH) Issues Round One’s Third Bid For Onshore Fields

Mexico’s National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos) (“CNH”) announced on May 11 the terms for the third bid of Round One. Unlike the two earlier bids which covered 19 shallow water areas, the third bid…more

Competitive Bidding, Energy Projects, Energy Sector, Hydrocarbons, Mexico

See All Updates »

Does Your Bank's Website Violate The ADA?

There has been a recent surge in claims brought by people with visual and hearing impairments alleging that company websites violate the accessibility standards of the Americans with Disabilities Act (ADA). Until now, these…more

ADA, Banking Sector, Community Banks, Demand Letter, DOJ

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Manifest Disregard for the Law is Not a Ground for Vacating TAA Arbitration Awards

Last Friday, the Texas Supreme Court, in Hoskins v. Hoskins, No. 15-0046, --- S.W.3d --- (Tex. May 20, 2016), ruled that an arbitration award may not be vacated under the Texas Arbitration Act (“TAA”) on grounds other than those…more

Appeals, Arbitration, Arbitration Awards, Manifest Disregard, Split of Authority

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Texas Court of Appeals Holds There is No Right Under The Administrative Procedure Act to Seek Judicial Review of a State Agency's Denial of a Petition for Rulemaking

On July 23, 2014, the Austin Court of Appeals held that Texas trial courts lack subject matter jurisdiction under the Texas Administrative Procedure Act (APA) to review orders by state agencies denying petitions for rulemaking…more

Administrative Procedure Act, Environmental Claims, Environmental Policies

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Shelby County v. Holder Decision Has Broad Impact on Voting Rights Act Compliance

On June 25, 2013, the Supreme Court of the United States issued a landmark Voting Rights Act opinion that will impact all Texas governmental entities…more

Attorney Generals, SCOTUS, Shelby v Holder, Voting Rights Act

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Mexico’s National Hydrocarbons Commission (CNH) Issues Round One’s Third Bid For Onshore Fields

Mexico’s National Hydrocarbon Commission (Comisión Nacional de Hidrocarburos) (“CNH”) announced on May 11 the terms for the third bid of Round One. Unlike the two earlier bids which covered 19 shallow water areas, the third bid…more

Competitive Bidding, Energy Projects, Energy Sector, Hydrocarbons, Mexico

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SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

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A Permit System May Finally Arrive for the Migratory Bird Treaty Act - New Opportunities and Responsibilities

For years, Federal Courts have held that individuals can be held criminally liable under the Migratory Bird Treaty Act (MBTA) for the death of birds regardless of whether they intended to harm them. While several courts have…more

Cell Towers, Criminal Prosecution, Electricity, Endangered Species Act (ESA), Incidental Take Permits

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PHMSA Implements New Emergency Safety Authority Effective Immediately

On October 3, 2016, the Pipeline and Hazardous Materials Safety Administration (PHMSA) announced an Interim Final Rule (IFR) establishing when and how it will issue Emergency Orders to address imminent safety hazards across the…more

ALJ, Department of Transportation (DOT), Emergency Orders, Emergency Response, Health and Safety

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Affordable Care Act Mandates Employer Notice of Coverage Options to Employees by October 1, 2013

Pursuant to the Affordable Care Act (ACA), individuals and employees of small businesses will be able to access health insurance coverage through a private health insurance market – the Health Insurance Marketplace – beginning…more

Affordable Care Act, Deadlines, Employee Benefits, Employer Mandates, FLSA

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Texas Supreme Court Narrows the Ability of General Contractors to Seek Chapter 82 Indemnity for Product Claims

On June 17, the Texas Supreme Court further clarified the definition of the word "seller" in Chapter 82 of the Texas Civil Practice and Remedies Code (known as the Texas Products Liability Act), which was intended to provide the…more

Appeals, Cross Motions, General Contractors, Indemnity, Manufacturers

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SEC Proposes Rules Requiring Public Disclosure of Operations and Activities of Alternative Trading Systems, Broker-Dealer Operators, and Affiliates

On November 18, 2015, the Securities and Exchange Commission (“SEC”) issued Release No. 34-76474 (the “Proposing Release”) in which the SEC proposed rules designed to enhance operational transparency and regulatory oversight of…more

Alternative Trading Systems, Broker-Dealer, Dark Pool, FINRA, Proposed Regulation

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EPA Hits Oil and Gas Industry With a Flurry of Proposed Methane Regulations

EPA took major steps on August 18, 2015 to curtail methane emissions from the oil and gas industry by simultaneously releasing four new proposed rules. These actions are part of the Obama Administration’s larger climate action…more

Clean Air Act, EPA, Federal Implementation Plans (FIP), Fracking, Greenhouse Gas Emissions

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Greater Good Adds More Complexity for Contractors in the Middle East

On January 29, 2014, the Federal Acquisitions Regulations Council published the final rule amending the Combating Trafficking in Persons for U.S. government contracts (the "Anti-Human Trafficking Rule"). The Anti-Human…more

Federal Acquisition Regulations (FAR), Federal Contractors, Final Rules, Human Trafficking, Middle East

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Bad Faith Patent Litigation Is Bad News For Plaintiffs

Affirming a $1.6 million dollar award for attorney fees against a non-practicing entity (NPE) for pursuing and maintaining patent litigation in bad faith, the Federal Circuit has served notice that patent litigants "must…more

Bad Faith, Claim Construction, Infringement, Non-Practicing Entities, Patent Infringement

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

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Partnership Verdict in Dallas: You May be Married and Not Know it

On Tuesday, March 4, 2014, a Dallas jury found that Enterprise Products Partners, L.P. (Enterprise) had entered into a partnership with Energy Transfer Partners, L.P. (ETP) to jointly develop a crude oil pipeline from Cushing,…more

Oil & Gas, Partnerships, Tortious Interference

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Post-Election Update 2016

The 2016 election results have significant implications for companies across a wide range of industry sectors. From environmental policy to financial services to tax reform, President-elect Trump has committed to sweeping action…more

Anti-Dumping Duty, Barack Obama, Budget Reconciliation, Clean Energy, Clean Power Plan

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Contact

711 Louisiana Street
Suite 2300
Houston, Texas 77002-2770, United States

Contact: Michelle McCormick, Communications Director

  • (713) 221-1165
  • 1.800.404.3970

Areas of Practice
  • Administrative Law
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
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  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Construction Law
  • Debtor/Creditor
  • Education
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Locations
Other U.S. Locations
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  • D.C.
  • New York
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  • Washington
Other Countries
  • United Arab Emirates
  • United Kingdom
Number of Attorneys

400+ Attorneys

This profile may constitute attorney advertising. Prior results do not guarantee a similar outcome. Any correspondence with this profile holder does not constitute a client/attorney relationship. Neither the content on this profile nor transmissions between you and the profile holder through this profile are intended to provide legal or other advice or to create an attorney-client relationship.

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