Cadwalader, Wickersham & Taft LLP

CFTC Issues Proposed Order to Exempt Certain SPP Transactions from Regulation Under Most Provisions of the CEA and CFTC Rules

On May 19, 2015, the Commodity Futures Trading Commission (“CFTC” or “Commission”) issued an order in response to an application from Southwest Power Pool, Inc. (“SPP”) proposing to exempt three categories of SPP transactions…more

CFTC, Commodities Exchange Act, Covered Transactions, Exemptions, ISOs

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Halliburton Co. v. Erica P. John Fund, Inc.: The Court Retains Basic, But Permits Defendants To Rebut Price Impact At Class Certification

On June 23, 2014, the Supreme Court issued its long anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, 2014 WL 2807181 (June 23, 2014). The Court declined to overturn the 25 year-old decision in…more

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

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M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile…more

Allergan Inc, Hedge Funds, Hostile Takeover, SEC, Takeover Agreement

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New Decision Increases Calculation Of Patent Term

Yesterday, in Novartis AG v. Lee, 2013-1160 (Fed. Cir., Jan. 15, 2014), the Federal Circuit determined that the USPTO has been incorrectly calculating patent term adjustments, potentially shortening the terms of thousands of…more

Patent Term Adjustment, Patent Terms, Patents, USPTO

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First Criminal Prosecution for Spoofing: High Frequency Trading Firm Owner Indicted in Northern District of Illinois

On October 2, 2014, the U.S. Attorney for the Northern District of Illinois announced the indictment of Michael Coscia, the owner of Panther Energy Trading (“Panther”), for six counts of commodities fraud and six counts of…more

Commodities, Criminal Prosecution, Fraud, Popular, Spoofing

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Supreme Court Holds That Orders Denying Plan Confirmation Are Not Final for Appellate Purposes

On May 4, 2015, a unanimous United States Supreme Court in Bullard v. Blue Hills, 135 S. Ct. 1686 (2015), resolved a long-standing circuit court split by holding that a bankruptcy court’s order denying confirmation of a debtor’s…more

Bankruptcy Plans, Bullard v Blue Hills Bank, Chapter 11, Chapter 13, Consumer Bankruptcy

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SEC Issues Guidance on Conflict Minerals Rule

On May 30, 2013, the Securities and Exchange Commission issued guidance related to the requirement that issuers disclose the use of conflict minerals in their products, as mandated by the 2010 Dodd-Frank Wall Street Reform and…more

Compliance, Conflict Mineral Rules, Dodd-Frank, Failure-to-File, Reporting Requirements

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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New Rules for Third-Party Due Diligence Reports for Asset-Backed Securities

On August 27, 2014, the Securities and Exchange Commission (the “SEC”) adopted final rules (the “Final Rules”) implementing, among other things, provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010…more

Asset-Backed Securities, Compliance, Dodd-Frank, Due Diligence, SEC

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements

A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ…more

Acquittals, Antitrust Division, Criminal Antitrust Litigation, Criminal Defense, Price-Fixing

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UK Summer Budget 2015 – Key Tax Measures

The Chancellor of the Exchequer’s first Budget of the new Parliament, delivered on 8 July 2015, will be remembered as a reforming Conservative budget, including significant changes to the United Kingdom’s welfare provisions such…more

Bank Taxes, Corporate Tax Rates, Derivatives, Financial Institutions, Foreign Corporations

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Final And Proposed Regulations Address U.S. Withholding Tax On U.S. Equity Derivatives

I. Introduction - On Tuesday, December 4, the IRS and the Treasury Department issued proposed regulations that, if finalized as proposed, would dramatically increase the extent to which U.S. withholding tax is imposed on…more

Derivatives, Dividends, Foreign Investment, IRS, U.S. Treasury

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SEC Renews its Enforcement Focus—With Vigor—on Accounting Issues (Quorum, March 2014)

In the wake of Mary Jo White’s appointment as the new Chair of the Securities and Exchange Commission, the SEC’s Division of Enforcement has sought to aggressively investigate alleged accounting violations. …more

Compliance, Enforcement, Fraud, Mary Jo White, SEC

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Lehman Bankruptcy Court Issues Safe Harbor Decision

On December 19, 2013, Judge James M. Peck of the United States Bankruptcy Court for the Southern District of New York issued his latest decision in the Lehman Brothers cases addressing the scope of the safe harbor provisions of…more

Commercial Bankruptcy, Lehman Brothers, Safe Harbors, Section 560, Swap Agreements

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Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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US DOJ’s First Successful Extradition Based On Antitrust Charges

On Friday, April 4, 2014, the United States Department of Justice Antitrust Division (“DOJ”) announced that, for the first time ever, the DOJ successfully extradited “an alleged price-fixer” on an antitrust charge. Romano…more

Antitrust Investigations, DOJ, Extradition, Foreign Nationals

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Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

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First Amendment And Off-Label Promotion – Prosecute What I Do, Not What I Say

On December 3, 2012, the United States Court of Appeals for the Second Circuit vacated the conviction of Alfred Caronia (“Caronia”), who had been tried and convicted of participating in an unlawful conspiracy to introduce a…more

FDA, FDCA, First Amendment, Interstate Commerce, Misbranding

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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The Obama Administration’s Personal Data Notification & Protection Act: An Analysis

On January 12, 2015, President Obama proposed the Personal Data Notification & Protection Act, which would create a federal standard for data breach notification. The proposed bill is part of a more wide-ranging effort by the…more

Barack Obama, Cybersecurity, Federal Breach Notification Standard, Proposed Legislation

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Federal and State Governments Position Patent Trolls in their Crosshairs

The number of patents filed in recent years has increased with the proliferation of complex products containing thousands of components. So too has the incidence of lawsuits or threats of suit…more

Bad Faith, FTC, Non-Practicing Entities, Patent Assertion Entities, Patent Infringement

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The Volcker Rule’s Impact On Banking Entities’ Ownership And Sponsorship Of Structured Finance And Securitization Transactions

On December 10, 2013, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity…more

CFTC, Covered Banking Entity, Dodd-Frank, FDIC, Federal Reserve

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New Decision Increases Calculation Of Patent Term

Yesterday, in Novartis AG v. Lee, 2013-1160 (Fed. Cir., Jan. 15, 2014), the Federal Circuit determined that the USPTO has been incorrectly calculating patent term adjustments, potentially shortening the terms of thousands of…more

Patent Term Adjustment, Patent Terms, Patents, USPTO

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Will Independent Directors Be on the Hook for Failure of Internal Controls in FCPA Cases?

The Foreign Corrupt Practices Act ("FCPA" or "the Act") prohibits bribery of foreign public officials in order to obtain or retain business. In addition to its anti-bribery provisions, the FCPA contains accounting provisions…more

Anti-Corruption, Audits, Bribery, Compliance, DOJ

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Going Public: Powhatan Energy Fund’s “Insurance Policy” Regarding FERC Enforcement’s Non-Public Manipulation Investigation Into The Fund’s “High-Frequency” PJM Trading Activity

On February 28, 2014, Powhatan Energy Fund (“Powhatan”) launched a public website disclosing that for more than three years, the Federal Energy Regulatory Commission (“FERC”) Office of Enforcement (“OE”) has been investigating…more

Energy, Enforcement, FERC, High Frequency Trading, PJM

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SDNY Denies Payment of Administrative Expense Claim by Relying on the Operative Document as a Whole and Rejecting a Statutory Rule of Construction

On December 13, 2012, Judge Vincent L. Briccetti from the United States District Court of the Southern District of New York denied the appellant Notes Trustee’s request to compel payment of an administrative expense claim…more

Administrative Expenses, Chapter 11, Commercial Bankruptcy, Last Antecedent Rule, Operative Documents

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New Exchange Rules on Disruptive Trading Practices Summary Chart

On January 14, 2015, the Intercontinental Exchange (“ICE”) rule prohibiting disruptive trading practices (ICE Rule 4.02) became effective. The ICE Rule is substantively the same as Rule 575 passed by the Chicago Mercantile…more

CME NYMEX, Disruptive Trading Practices, New Regulations

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Cyprus: Time To Trade?

On 25 March 2013, the Bank of Cyprus and Laiki Bank (also known as Cyprus Popular Bank) entered resolution proceedings under the Resolution of Credit and Other Institutions Law 2013…more

Capital Controls, Central Bank of Cyprus, Cyprus Bailout, Due Diligence, Recapitalization

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M&A Update: Treasury Announces New Anti-Inversion Rules

On September 22, 2014, the Treasury Department announced its intent to issue new regulations that will reduce the tax benefits available after an inversion and may make it more difficult for some U.S. companies to invert (the…more

Corporate Counsel, Popular

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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Lyondell Bankruptcy Court Holds That Safe Harbors Do Not Prohibit Creditors From Asserting State Law Constructive Fraudulent Transfer Claims

On January 14, 2014, Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York in Weisfelner v. Fund 1. (In re Lyondell Chemical Co.), Adv. Proc. No. 10-4609 (REG), 2014 WL 118036 (Bankr…more

Buyouts, Creditors, Fraud, Fraudulent Transfers, Safe Harbors

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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CFTC Issues No-Action Relief for Amended Legacy Swaps between SDs and SPVs

On March 31, 2015, the Division of Swap Dealer and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the “CFTC”) issued no-action relief regarding compliance with certain of its swap…more

CFTC, DSIO, No-Action Relief, SPVs, Swap Dealers

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M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding…more

Acquisitions, International Tax Issues, Ireland, Mergers, Popular

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Supreme Court Rejects EPA Mercury Emissions Rule

On June 29, 2015, the Supreme Court cast serious doubt upon the future of the Mercury and Air Toxics Standards (“MATS”) by finding that the Environmental Protection Agency (“EPA”) failed to adequately consider the costs of the…more

Air Pollution, Chevron Deference, Chevron v NRDC, Clean Air Act, Clean Power Plan

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Premium – in whose interest?

Loan investors and traders take note of the Judgment of the UK Supreme Court on 11 March 2015 in Tael One Partners v Morgan Stanley & Co International PLC [2015] UKSC 12. The Court addressed the treatment of loan “premium”…more

Debt Securities, Loan Market Association, Morgan Stanley, Terms and Conditions, UK

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Significant Uptick in Royalty and Patent Stream Monetizations (Quorum, March 2014)

One of the areas where Cadwalader has seen a significant pickup in activity levels in 2013 and early 2014 is royalty and patent stream monetizations. In 2013, we helped clients complete 10 royalty and patent monetization deals…more

Patents, Pharmaceutical, Royalties, Technology

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Supreme Court Holds That Orders Denying Plan Confirmation Are Not Final for Appellate Purposes

On May 4, 2015, a unanimous United States Supreme Court in Bullard v. Blue Hills, 135 S. Ct. 1686 (2015), resolved a long-standing circuit court split by holding that a bankruptcy court’s order denying confirmation of a debtor’s…more

Bankruptcy Plans, Bullard v Blue Hills Bank, Chapter 11, Chapter 13, Consumer Bankruptcy

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REMIT: The Road to Enforcement

Following a number of recent developments, described below, the rules and regulations enacted under the European Union (EU) Regulation on Wholesale Energy Markets Integrity and Transparency (REMIT) are now close to being…more

Energy Market, Enforcement, EU, Investigations, Market Participants

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Important Court Decision For No-Fault Insurers; Second Circuit Court Of Appeals Rejects Limitation On State Farm v. Mallela

We are pleased to inform you that our firm, together with our co-counsel Bob Stern of Stern & Montana, obtained a very favorable and significant decision for no-fault insurers on an issue of first impression at the appellate…more

Affirmative Defenses, Allstate, Healthcare, Healthcare Fraud, No-Fault Insurance

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Nonprofit Revitalization Act Of 2013 -- Best Governance Practices Made Mandatory

On December 18, 2013 Governor Cuomo signed into law the Nonprofit Revitalization Act of 2013 (the “Revitalization Act”), Assembly Bill Number 8072; Chapter 549 of the Laws of 2013. Intended “to reduce unnecessary and outdated…more

Charitable Organizations, Charitable Trusts, Compliance, Executive Compensation, Non-Profits

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Supreme Court Rejects EPA Mercury Emissions Rule

On June 29, 2015, the Supreme Court cast serious doubt upon the future of the Mercury and Air Toxics Standards (“MATS”) by finding that the Environmental Protection Agency (“EPA”) failed to adequately consider the costs of the…more

Air Pollution, Chevron Deference, Chevron v NRDC, Clean Air Act, Clean Power Plan

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A Signal of Things to Come? New CME Rule 512 Reflects Modified Stance for Violations of Futures and Options Reporting Requirements

On March 24, 2015, the CME Group, Inc. (“CME”) announced a proposed amendment to Rule 512 indicating that it will impose a minimum fine of $1,000 for repeat violations of its exchanges’ reporting rules for futures and options…more

Administrative Fines, CFTC, CME, Proposed Amendments, Reporting Requirements

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Halliburton Co. v. Erica P. John Fund, Inc.: The Court Retains Basic, But Permits Defendants To Rebut Price Impact At Class Certification

On June 23, 2014, the Supreme Court issued its long anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, 2014 WL 2807181 (June 23, 2014). The Court declined to overturn the 25 year-old decision in…more

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

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Recent Court and Agency Actions Suggest Increased Antitrust Risk Over Disgorgement, Particularly in the Pharmaceutical Industry

Recent court and agency rulings highlight important takeaways involving disgorgement in antitrust proceedings. Companies, especially those in the pharmaceutical industry, increasingly should ensure they properly calibrate the…more

Antitrust Litigation, Antitrust Provisions, Disgorgement, Enforcement Actions, FTC

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Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

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The Obama Administration’s Personal Data Notification & Protection Act: An Analysis

On January 12, 2015, President Obama proposed the Personal Data Notification & Protection Act, which would create a federal standard for data breach notification. The proposed bill is part of a more wide-ranging effort by the…more

Barack Obama, Cybersecurity, Federal Breach Notification Standard, Proposed Legislation

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

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Federal Appellate Court Ruling Sounds the Liability Alarm for Officers and Directors of Struggling Health Care Providers – Both Non-Profit and For-Profit

Last month, the United States Court of Appeals for the Third Circuit issued an important, 28-page opinion that confirmed a jury verdict, holding former officers and directors of a not-for-profit health care provider in…more

Appeals, Breach of Duty, Commercial Bankruptcy, Corporate Officers, Directors

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Unregistered CTA Summit Energy Services: Choose Your Words Wisely

A recent case highlights the importance of periodically reviewing an energy company's marketing materials and related activities (including statements made on websites) to ensure that the company is not holding itself out --…more

CFTC, CTA, Energy Sector, Registration Requirement, Summit Energy

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Hainan Airlines Delivers a First in Offshore RMB Financing Amidst Record Dim Sum Bond Market Performance

The international market for offshore (ex-mainland China) offerings of debt securities denominated in Renminbi yuan, the currency of the People’s Republic of China, has had a record first half of 2014, with RMB130 billion…more

China, Debt Securities, RMB Bonds

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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The Suprema Federal Circuit En Banc Hearing: The Full Court's Decision May Impact the ITC's Remedial Authority

On February 5, 2015, the Federal Circuit sat en banc and heard oral argument after vacating a panel decision in Suprema, Inc. v. Int’l Trade Comm’n, 742 F.3d 1350 (Fed. Cir. 2013). The panel decided that the ITC lacks statutory…more

En Banc Review, Induced Infringement, Oral Argument, Patent Infringement, Patents

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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FERC Issues Order to Show Cause to Maxim Power

On February 2, 2015, FERC issued an Order to Show Cause and Notice of Proposed Penalty to Maxim Power Corporation and its named subsidiaries (“Maxim”), jointly and severally, as well as executive, Kyle Mitton (the “Order”)…more

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Final And Proposed Regulations Address U.S. Withholding Tax On U.S. Equity Derivatives

I. Introduction - On Tuesday, December 4, the IRS and the Treasury Department issued proposed regulations that, if finalized as proposed, would dramatically increase the extent to which U.S. withholding tax is imposed on…more

Derivatives, Dividends, Foreign Investment, IRS, U.S. Treasury

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Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements

A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ…more

Acquittals, Antitrust Division, Criminal Antitrust Litigation, Criminal Defense, Price-Fixing

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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The Suprema Federal Circuit En Banc Hearing: The Full Court's Decision May Impact the ITC's Remedial Authority

On February 5, 2015, the Federal Circuit sat en banc and heard oral argument after vacating a panel decision in Suprema, Inc. v. Int’l Trade Comm’n, 742 F.3d 1350 (Fed. Cir. 2013). The panel decided that the ITC lacks statutory…more

En Banc Review, Induced Infringement, Oral Argument, Patent Infringement, Patents

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FTC Expands Reporting Requirements For Transfers Of Pharmaceutical Patent Rights

The U.S. Federal Trade Commission (“FTC”) issued final changes to the premerger notification rules that affect whether pharmaceutical companies must report certain proposed acquisitions of exclusive patent rights to the FTC and…more

Acquisitions, DOJ, FTC, Hart-Scott-Rodino Act, License Agreements

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The Fate of Demand Response Hangs in the Balance

The Justices of the United States Supreme Court are not strangers to the retail versus wholesale distinction that often plagues FERC’s regulations. Indeed, on January 12, 2015 they heard arguments in Oneok v. Learjet regarding…more

Demand Response, Electricity, Energy Sector, Federal Power Act, FERC

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Halliburton Co. v. Erica P. John Fund, Inc.: The Court Retains Basic, But Permits Defendants To Rebut Price Impact At Class Certification

On June 23, 2014, the Supreme Court issued its long anticipated decision in Halliburton Co. v. Erica P. John Fund, Inc., No. 13-317, 2014 WL 2807181 (June 23, 2014). The Court declined to overturn the 25 year-old decision in…more

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

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CFIUS Scrutiny of Foreign Acquisitions of U.S. Businesses Intensifies (Quorum, March 2014)

The most recently released annual report (for 2012) by the Committee on Foreign Investment in the United States (CFIUS) highlights a sharp increase in abandoned deals involving foreign acquisitions of U.S. businesses. …more

CFIUS, Compliance, Foreign Investment, Investigations

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Investing in the United States: CFIUS Concerns for Chinese Investors

On February 26, 2015, the Committee on Foreign Investment in the United States (“CFIUS”) - the interagency body charged with reviewing the impact on U.S. national security of any merger, acquisition or takeover that could result…more

CFIUS, Covered Transactions, Defense Production Act, Foreign Corporations, Foreign Investment

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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First Amendment And Off-Label Promotion – Prosecute What I Do, Not What I Say

On December 3, 2012, the United States Court of Appeals for the Second Circuit vacated the conviction of Alfred Caronia (“Caronia”), who had been tried and convicted of participating in an unlawful conspiracy to introduce a…more

FDA, FDCA, First Amendment, Interstate Commerce, Misbranding

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Takeaways from the Ninth Circuit’s Opinion Affirming the FTC’s Victory Against the St. Luke's/Saltzer Merger

On February 10, 2015, the United States Court of Appeals for the Ninth Circuit affirmed a district court’s ruling that St. Luke’s Health System’s acquisition of the independent physician group Saltzer Medical Group violated the…more

Antitrust Provisions, FTC, Health Care Providers, Hospital Mergers, Hospitals

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Risk Retention for Commercial Mortgage-Backed Securities: Fact Sheet

On October 22, 2014, the federal regulatory agencies responsible for implementing regulations under Dodd-Frank finalized the risk retention rules for ABS transactions, including CMBS transactions. The final rules come more than…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Mortgage-Backed Securities

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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US DOJ’s First Successful Extradition Based On Antitrust Charges

On Friday, April 4, 2014, the United States Department of Justice Antitrust Division (“DOJ”) announced that, for the first time ever, the DOJ successfully extradited “an alleged price-fixer” on an antitrust charge. Romano…more

Antitrust Investigations, DOJ, Extradition, Foreign Nationals

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FTC Continues Antitrust Focus On Health Care Sector With Upcoming Two-Day Health Care Competition Workshop

The Federal Trade Commission (“FTC”) recently announced that it will be hosting a two-day workshop in Washington, DC on March 20-21 to examine competition issues related to current developments in the U.S. health care industry. …more

Enforcement, FTC, Healthcare

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Second Circuit Denies Petition for En Banc Review of Fairfield Decision

On January 13, 2015, the U.S. Court of Appeals for the Second Circuit denied a petition for en banc review of the Second Circuit’s September 2014 panel decision holding that bankruptcy courts are required to review the propriety…more

Appeals, Bernie Madoff, BVI Business Companies, Chapter 15, Commercial Bankruptcy

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CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more

CEA, CFTC, Commodities, Designated Contract Market, DMO

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Supreme Court Upholds Premium Subsidies in 34 States with Federally-Facilitated Marketplaces

Thursday, the U.S. Supreme Court handed down its much anticipated decision in King v. Burwell, a case challenging the legality of Federal subsidies provided to individuals in the 34 States that did not establish State-based…more

Affordable Care Act, Health Insurance, Health Insurance Exchanges, IRS, King v Burwell

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What Did April Bring?: FERC Extends Out-of-Market Reliability Measures but Wants Market-Based Solutions

The Federal Energy Regulatory Commission (“FERC”) recently published two orders that approved capacity and reliability measures for the Independent System Operator New England Inc. (“ISO-NE”) and the New York Independent System…more

Electric Generation Suppliers, Electricity, Energy Sector, FERC, ISOs

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Alibaba Structure Forces Hong Kong Stock Exchange to Assess its Position on Corporate Governance

Alibaba Group, the holding company for a group of People’s Republic of China-based Internet e-commerce companies with sales that exceed those of eBay and Amazon combined, has announced plans to make an initial public offering of…more

Corporate Governance, Hong Kong, IPO, SEHK

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China’s New Foreign Investment Law: Implications for Restricted Industry Investments in China

On January 19, 2015, the Ministry of Commerce (the “MOFCOM”) of the People’s Republic of China (the “PRC”) released a draft of a newly proposed Foreign Investment Law for public comment (the “New Law”)…more

China, Foreign Investment, MOFCOM, Proposed Legislation

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Impact of the New PRC Cross-Border Security Regulations on Debt Financing

On May 12, 2014, the State Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China (the “PRC”) issued a notice on the Issuance of Administration Rules of Foreign Exchange on Cross-border Security (the…more

China, Cross-Border, Cross-Border Transactions, Debt Financing, Foreign Exchanges

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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Investing in the United States: CFIUS Concerns for Chinese Investors

On February 26, 2015, the Committee on Foreign Investment in the United States (“CFIUS”) - the interagency body charged with reviewing the impact on U.S. national security of any merger, acquisition or takeover that could result…more

CFIUS, Covered Transactions, Defense Production Act, Foreign Corporations, Foreign Investment

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Federal Circuit Rules on Patentability of Business Method Patent

The question on appeal was whether the district court erred in dismissing Ultramercial's claims for lack of subject matter eligibility under § 101 due to abstractness. Chief Judge Rader filed the opinion for the court, and…more

Copyright, Covered Business Method Patents, Patent-Eligible Subject Matter, Patents, Ultramercial v Hulu

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SEC Focus On Expense Allocation: In the Matter of KKR

On June 29, 2015, the SEC charged Kohlberg Kravis Roberts & Co. L.P. (“KKR”), an SEC-registered investment adviser, with misallocating more than $17 million in broken deal and diligence expenses to its flagship private equity…more

Compliance, Investment Adviser, Investment Advisers Act of 1940, Misallocation of Funds, OCIE

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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China’s Simplified Merger Review Program May Significantly Reduce Wait Times For Certain Global Transactions

MOFCOM announces simplified merger-review program that could accelerate antitrust clearance from Chinese authorities for many transactions. MOFCOM estimates as many as 60% of notified transactions will qualify and receive…more

China, Cross-Border Transactions, Global Economy, Mergers, MOFCOM

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First Amendment And Off-Label Promotion – Prosecute What I Do, Not What I Say

On December 3, 2012, the United States Court of Appeals for the Second Circuit vacated the conviction of Alfred Caronia (“Caronia”), who had been tried and convicted of participating in an unlawful conspiracy to introduce a…more

FDA, FDCA, First Amendment, Interstate Commerce, Misbranding

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DOJ And FTC Release Joint Antitrust Policy Statement Regarding Sharing Of Cybersecurity Information

On April 10, 2014, the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) issued an Antitrust Policy Statement on Sharing of Cybersecurity Information explaining that competitors can share legitimate…more

Cybersecurity, DOJ, FTC

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Impact of the New PRC Cross-Border Security Regulations on Debt Financing

On May 12, 2014, the State Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China (the “PRC”) issued a notice on the Issuance of Administration Rules of Foreign Exchange on Cross-border Security (the…more

China, Cross-Border, Cross-Border Transactions, Debt Financing, Foreign Exchanges

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more

CEA, CFTC, Commodities, Designated Contract Market, DMO

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Supreme Court Upholds Premium Subsidies in 34 States with Federally-Facilitated Marketplaces

Thursday, the U.S. Supreme Court handed down its much anticipated decision in King v. Burwell, a case challenging the legality of Federal subsidies provided to individuals in the 34 States that did not establish State-based…more

Affordable Care Act, Health Insurance, Health Insurance Exchanges, IRS, King v Burwell

See All Updates »

Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile…more

Allergan Inc, Hedge Funds, Hostile Takeover, SEC, Takeover Agreement

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Before The Whistle Blows: Understanding And Addressing The Expanding Scope Of Whistleblower Protections Under Sarbanes-Oxley And Dodd-Frank

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted following the accounting scandals of the early 2000s involving Enron, WorldCom and other public companies. Congress passed the Dodd-Frank Wall Street Reform and…more

Anti-Retaliation Provisions, Dodd-Frank, Enforcement, Enron, Federal Contractors

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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M&A Update: Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” As A Corporate Threat

In a May 2, 2014 ruling relating to activist hedge fund Third Point LLC’s proxy battle with auction house Sotheby’s, the Delaware Chancery Court found that Third Point was not likely to succeed in its argument that the Sotheby’s…more

Board of Directors, Class of Stock, Fiduciary Duty, Hedge Funds, Shareholder Rights

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Federal Appellate Court Ruling Sounds the Liability Alarm for Officers and Directors of Struggling Health Care Providers – Both Non-Profit and For-Profit

Last month, the United States Court of Appeals for the Third Circuit issued an important, 28-page opinion that confirmed a jury verdict, holding former officers and directors of a not-for-profit health care provider in…more

Appeals, Breach of Duty, Commercial Bankruptcy, Corporate Officers, Directors

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

SEC Focus On Expense Allocation: In the Matter of KKR

On June 29, 2015, the SEC charged Kohlberg Kravis Roberts & Co. L.P. (“KKR”), an SEC-registered investment adviser, with misallocating more than $17 million in broken deal and diligence expenses to its flagship private equity…more

Compliance, Investment Adviser, Investment Advisers Act of 1940, Misallocation of Funds, OCIE

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Master Asset Vehicle II: Redemption Unwind Process

On October 2, 2013, after a multi-year implementation process, amendments to the transaction documents of Master Asset Vehicle II (“MAV II”) and related documents (collectively, the “Amendments”) were executed. The Amendments…more

Canada, ERISA, MAV II, Redemption Unwind, Rule 144A

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FTC Continues Aggressive Posture On Reverse Payment Settlement Agreements With Reference To Disgorgement

In two recent statements, the FTC reaffirmed its intention aggressively to pursue reverse-payment patent settlement agreements in the pharmaceutical industry…more

Actavis Inc., FTC, FTC v Actavis, Patents, Pay-For-Delay

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Tariff Compliance Is Not Enough: FERC Imposes Nearly Thirty-Five Million Dollars in Penalties and Disgorgement against Powhatan Energy Fund and Its Trading Associates

On May 29, 2015, the Federal Energy Regulatory Commission (“FERC”) issued an Order against Powhatan Energy Fund, LLC and its trading partners, Dr. Houlihan Chen, HEEP Fund, LLC and CU Fund, Inc. (together, “Powhatan”). FERC…more

Civil Monetary Penalty, Disgorgement, Energy Sector, Federal Power Act, FERC

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New Urgency for Corporate Inversion Transactions (Quorum, March 2014)

Corporate inversions have constituted an active and successful part of the M&A market in 2013 and early 2014, as acquirors have typically traded up on the date of announcement. However, there is now a new urgency for U.S…more

Corporate Taxes, Foreign Corporations, Inversion, Mergers, U.S. Treasury

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Master Asset Vehicle II: Redemption Unwind Process

On October 2, 2013, after a multi-year implementation process, amendments to the transaction documents of Master Asset Vehicle II (“MAV II”) and related documents (collectively, the “Amendments”) were executed. The Amendments…more

Canada, ERISA, MAV II, Redemption Unwind, Rule 144A

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M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum…more

Acquisitions, Alibaba, Business Development, Corporate Counsel, E-Commerce

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Supreme Court’s Holding in Oneok v. Learjet Could Lead to New Risks for Market Participants

On April 21, 2015, the Supreme Court decided Oneok v. Learjet, holding that “Respondents’ state-law antitrust claims are not within the field of matters pre-empted by the Natural Gas Act” even though the claimed violations…more

Anti-Competitive, Antitrust Litigation, Natural Gas, Natural Gas Act, ONEOK v Learjet

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Supreme Court’s Holding in Oneok v. Learjet Could Lead to New Risks for Market Participants

On April 21, 2015, the Supreme Court decided Oneok v. Learjet, holding that “Respondents’ state-law antitrust claims are not within the field of matters pre-empted by the Natural Gas Act” even though the claimed violations…more

Anti-Competitive, Antitrust Litigation, Natural Gas, Natural Gas Act, ONEOK v Learjet

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U.S. District Court Confirms FTC Authority To Regulate Corporate Data Security Practices

On April 7, 2014, Judge Esther Salas of the U.S. District Court for the District of New Jersey denied the first ever motion to dismiss filed in Federal court that challenged the authority of the Federal Trade Commission (“the…more

Cybersecurity, Data Protection, Financial Regulatory Reform, FTC, FTCA

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Supreme Court Upholds Premium Subsidies in 34 States with Federally-Facilitated Marketplaces

Thursday, the U.S. Supreme Court handed down its much anticipated decision in King v. Burwell, a case challenging the legality of Federal subsidies provided to individuals in the 34 States that did not establish State-based…more

Affordable Care Act, Health Insurance, Health Insurance Exchanges, IRS, King v Burwell

See All Updates »

Final And Proposed Regulations Address U.S. Withholding Tax On U.S. Equity Derivatives

I. Introduction - On Tuesday, December 4, the IRS and the Treasury Department issued proposed regulations that, if finalized as proposed, would dramatically increase the extent to which U.S. withholding tax is imposed on…more

Derivatives, Dividends, Foreign Investment, IRS, U.S. Treasury

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Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements

A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ…more

Acquittals, Antitrust Division, Criminal Antitrust Litigation, Criminal Defense, Price-Fixing

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Important Court Decision For No-Fault Insurers; Second Circuit Court Of Appeals Rejects Limitation On State Farm v. Mallela

We are pleased to inform you that our firm, together with our co-counsel Bob Stern of Stern & Montana, obtained a very favorable and significant decision for no-fault insurers on an issue of first impression at the appellate…more

Affirmative Defenses, Allstate, Healthcare, Healthcare Fraud, No-Fault Insurance

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Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

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Hainan Airlines Delivers a First in Offshore RMB Financing Amidst Record Dim Sum Bond Market Performance

The international market for offshore (ex-mainland China) offerings of debt securities denominated in Renminbi yuan, the currency of the People’s Republic of China, has had a record first half of 2014, with RMB130 billion…more

China, Debt Securities, RMB Bonds

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Investing in the United States: CFIUS Concerns for Chinese Investors

On February 26, 2015, the Committee on Foreign Investment in the United States (“CFIUS”) - the interagency body charged with reviewing the impact on U.S. national security of any merger, acquisition or takeover that could result…more

CFIUS, Covered Transactions, Defense Production Act, Foreign Corporations, Foreign Investment

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FERC And CFTC Reach Agreement On Information Sharing And Jurisdiction

After a fair amount of back-channel arm-twisting, the two agencies with principal (and sometimes overlapping) jurisdiction over energy commodities have reached agreement on two memoranda of understanding (“MOUs”) required by the…more

CFTC, Commodities Exchange Act, Dodd-Frank, Energy Market, FERC

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M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum…more

Acquisitions, Alibaba, Business Development, Corporate Counsel, E-Commerce

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More FERC Federalism: D.C. Circuit Affirms FERC’s Jurisdiction Again – New England Power Generators Ass’n v. FERC

On July 8, 2014, the United States Court of Appeals for the District of Columbia Circuit denied the petition for review filed by New England Power Generators Association, Inc. and other market participants’ over four Federal…more

Appeals, Federal Jurisdiction, FERC, Market Participants, Utilities Sector

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CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more

CEA, CFTC, Commodities, Designated Contract Market, DMO

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SEC Proposes Title VII Regulatory Framework for Non-US Dealers Transacting in the United States

The U.S. Securities and Exchange Commission (the “SEC”) reproposed rules addressing the application of certain requirements under Title VII of the Dodd-Frank Act (the “Reproposal”) to non-U.S. persons dealing in security-based…more

Cross-Border, Dodd-Frank, Proposed Regulation, Regulatory Agenda, SEC

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Quorum Update: The Shareholder-Director Exchange Provides New Tools for Boards (Quorum, March 2014)

In the October 2013 issue of Quorum, Jim Woolery, Cadwalader’s Chairman-elect, noted that “the evolving dynamic between boards and the shareholders they serve presents new challenges that require a different set of tools in the…more

Board of Directors, Quorum, Shareholders

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Impact of the New PRC Cross-Border Security Regulations on Debt Financing

On May 12, 2014, the State Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China (the “PRC”) issued a notice on the Issuance of Administration Rules of Foreign Exchange on Cross-border Security (the…more

China, Cross-Border, Cross-Border Transactions, Debt Financing, Foreign Exchanges

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Court Finds CFTC RTO/ISO Exemptive Order Bars CEA § 22 Private Right of Action, but More to Come from the CFTC

Can private litigants bring claims under the Commodity Exchange Act alleging manipulation in ERCOT’s energy markets? On February 3, the U.S. District Court for the Southern District of Texas answered “no,” granting defendants’…more

CFTC, Commodities Exchange Act, Energy Market, ISOs, Market Manipulation

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Supreme Court Rules that a Naturally Occurring DNA Segment Is Not Patent Eligible, But cDNA May Be Patent Eligible

After years of uncertainty about the patent eligibility of DNA under §101, the Supreme Court in Ass'n for Molecular Pathology v. Myriad Genetics, Inc., 569 U.S. _____ (2013), has held that "a naturally occurring DNA segment is a…more

AMP v Myriad, DNA, Human Genes, Myriad, Patent-Eligible Subject Matter

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SEC Renews its Enforcement Focus—With Vigor—on Accounting Issues (Quorum, March 2014)

In the wake of Mary Jo White’s appointment as the new Chair of the Securities and Exchange Commission, the SEC’s Division of Enforcement has sought to aggressively investigate alleged accounting violations. …more

Compliance, Enforcement, Fraud, Mary Jo White, SEC

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See All Updates »

Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more

CEA, CFTC, Commodities, Designated Contract Market, DMO

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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New Jersey Appeals Court Interprets Force Majeure Clause In NAESB

In a ruling of significant importance for those confronting force majeure (“FM”) issues in natural gas trades, and a win for Hess Corporation (“Hess” or “Plaintiff”), the Superior Court of New Jersey, Appellate Division ruled…more

Appeals, Force Majeure Clause, Hess Corporation, Natural Gas, Oil & Gas

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UK Summer Budget 2015 – Key Tax Measures

The Chancellor of the Exchequer’s first Budget of the new Parliament, delivered on 8 July 2015, will be remembered as a reforming Conservative budget, including significant changes to the United Kingdom’s welfare provisions such…more

Bank Taxes, Corporate Tax Rates, Derivatives, Financial Institutions, Foreign Corporations

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Stern v. Marshall Update – Ninth Circuit Holds That Bankruptcy Courts Lack Constitutional Authority To Finally Determine Fraudulent Transfer Claims Against Non-Claimants

On December 4, 2012, the United States Court of Appeals for the Ninth Circuit added to the growing body of case law delineating the extent of bankruptcy courts’ jurisdiction in the wake the Supreme Court’s decision in Stern v…more

Article III, Chapter 7, Fraudulent Transfers, Jurisdiction, Split of Authority

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SEC Proposes Title VII Regulatory Framework for Non-US Dealers Transacting in the United States

The U.S. Securities and Exchange Commission (the “SEC”) reproposed rules addressing the application of certain requirements under Title VII of the Dodd-Frank Act (the “Reproposal”) to non-U.S. persons dealing in security-based…more

Cross-Border, Dodd-Frank, Proposed Regulation, Regulatory Agenda, SEC

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements

A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ…more

Acquittals, Antitrust Division, Criminal Antitrust Litigation, Criminal Defense, Price-Fixing

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The Suprema Federal Circuit En Banc Hearing: The Full Court's Decision May Impact the ITC's Remedial Authority

On February 5, 2015, the Federal Circuit sat en banc and heard oral argument after vacating a panel decision in Suprema, Inc. v. Int’l Trade Comm’n, 742 F.3d 1350 (Fed. Cir. 2013). The panel decided that the ITC lacks statutory…more

En Banc Review, Induced Infringement, Oral Argument, Patent Infringement, Patents

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the…more

DE Supreme Court, Exculpatory Clauses, Fairness Standard, Independent Boards, Popular

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Final And Proposed Regulations Address U.S. Withholding Tax On U.S. Equity Derivatives

I. Introduction - On Tuesday, December 4, the IRS and the Treasury Department issued proposed regulations that, if finalized as proposed, would dramatically increase the extent to which U.S. withholding tax is imposed on…more

Derivatives, Dividends, Foreign Investment, IRS, U.S. Treasury

See All Updates »

Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act

On May 22, 2015, in Madden v. Midland Funding, LLC (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National…more

Appeals, Assignees, Banking Sector, Consumer Lenders, Debt Buyers

See All Updates »

Crowley Executive Acquittal in Price Fixing Trial Highlights Importance of Evaluating Legitimate Defenses and Avoiding Costly Plea Agreements

A federal jury’s recent acquittal of a shipping company executive charged with price fixing highlights the challenges and uncertainties the Antitrust Division of the Department of Justice (“DOJ”) faces when defendants force DOJ…more

Acquittals, Antitrust Division, Criminal Antitrust Litigation, Criminal Defense, Price-Fixing

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M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the…more

DE Supreme Court, Exculpatory Clauses, Fairness Standard, Independent Boards, Popular

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Supreme Court Holds That Orders Denying Plan Confirmation Are Not Final for Appellate Purposes

On May 4, 2015, a unanimous United States Supreme Court in Bullard v. Blue Hills, 135 S. Ct. 1686 (2015), resolved a long-standing circuit court split by holding that a bankruptcy court’s order denying confirmation of a debtor’s…more

Bankruptcy Plans, Bullard v Blue Hills Bank, Chapter 11, Chapter 13, Consumer Bankruptcy

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FTC Continues Antitrust Focus On Health Care Sector With Upcoming Two-Day Health Care Competition Workshop

The Federal Trade Commission (“FTC”) recently announced that it will be hosting a two-day workshop in Washington, DC on March 20-21 to examine competition issues related to current developments in the U.S. health care industry. …more

Enforcement, FTC, Healthcare

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

See All Updates »

Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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EU Risk Retention Requirement: A Workable Solution For US CLO Collateral Managers?

Background - Article 405 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No…more

Banks, Collateralized Loan Obligations, EU, European Banking Authority, European Commission

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CRA3 – Final Draft Regulatory Technical Standards in relation to Disclosure Requirements for Structured Finance Instruments

On 24 June 2014, ESMA published its Final Report on the draft regulatory technical standards under CRA3. With respect to structured finance instruments, the Final Report sets out draft standards for the information to be…more

CRA, Disclosure Requirements, ESMA, EU, Structured Financial Products

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A Brief Primer for Corporate Social Media Disclosures in Light of the SEC’s Recent Guidance on Regulation FD

The Securities and Exchange Commission ("Commission" or "SEC") recently stepped into the social media age with its April 2, 2013 Report of Investigation pursuant to 21(a) of the Securities Exchange Act of 1934 concerning a…more

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

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Norex Decision, Long in Federal Court, Now Dismissed By State Court Using Borrowing Statute To Shorten Applicable Limitations Period

We have posted on the meanderings of the Norex case in federal court... After dismissal from federal court, Norex sued in state court. Norex Petroleum Ltd. v. Leonard Blavatnik, et al., Index No. 650591/11 (Sup. Ct. N.Y…more

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No Market Interest Rate and No Make Whole: Momentive Performance Court Rejects Lender Arguments Against Confirmation

On August 26, 2014, Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York ruled that (i) the debtors could satisfy the cramdown requirements of section 1129(b) of the Bankruptcy Code…more

Bankruptcy Code, Cramdown, Interest Rates, Make-Whole Premium, Secured Creditors

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A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits

On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois…more

ILL Supreme Court, Pension Reform, Popular, Public Pension

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Final Regulations on Section 162(m) Deduction Limit Exceptions

New final regulations(the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to the…more

Equity Compensation, Executive Compensation, Final Rules, IRC, Pay-for-Performance

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M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum…more

Acquisitions, Alibaba, Business Development, Corporate Counsel, E-Commerce

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Court Denies Pinnacle Airlines’ Motion to Reject Collective Bargaining Agreement: Outlines Potential Resolution

Following the pattern recently established by other S.D.N.Y. bankruptcy judges in Hostess and American Airlines, Judge Robert Gerber denied Pinnacle Airlines’ motion to reject its collective bargaining agreement with the Air…more

American Airlines, Collective Bargaining, Hostess, Pinnacle Airlines, Unions

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Lehman Bankruptcy Court Issues Safe Harbor Decision

On December 19, 2013, Judge James M. Peck of the United States Bankruptcy Court for the Southern District of New York issued his latest decision in the Lehman Brothers cases addressing the scope of the safe harbor provisions of…more

Commercial Bankruptcy, Lehman Brothers, Safe Harbors, Section 560, Swap Agreements

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A Brief Primer for Corporate Social Media Disclosures in Light of the SEC’s Recent Guidance on Regulation FD

The Securities and Exchange Commission ("Commission" or "SEC") recently stepped into the social media age with its April 2, 2013 Report of Investigation pursuant to 21(a) of the Securities Exchange Act of 1934 concerning a…more

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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REMIT: The Road to Enforcement

Following a number of recent developments, described below, the rules and regulations enacted under the European Union (EU) Regulation on Wholesale Energy Markets Integrity and Transparency (REMIT) are now close to being…more

Energy Market, Enforcement, EU, Investigations, Market Participants

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Supreme Court Rejects SEC's Position Concerning Statute of Limitations in Securities Fraud Actions

On February 27, 2013, the Supreme Court of the United States issued its decision in Gabelli v. SEC, holding that, in an action by the government for civil penalties, the five-year statute of limitations provided by 28 U.S.C. §…more

Discovery Rule, Fraud, Gabelli v SEC, Investment Advisers Act of 1940, SCOTUS

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CFTC Division of Market Oversight Holds Roundtable to Assess the Made Available to Trade Process

On Wednesday, July 15, 2015, the Commodity Futures Trading Commission’s (“CFTC”) Division of Market Oversight (“DMO”) hosted a public roundtable to discuss the process to determine whether a swap must be executed on an exchange…more

CEA, CFTC, Commodities, Designated Contract Market, DMO

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Significant Upwind Impact: The Supreme Court Upholds Cross-State Air Pollution Rule

On Tuesday, April 29, 2014, the U.S. Supreme Court upheld the U.S. Environmental Protection Agency’s (“EPA”) Cross-State Air Pollution Rule (“CSAPR”). EPA v. EME Homer City Generation, L.P., No. 12-1182. In a 6-2 decision, the…more

Clean Air Act, Cross-State Air Pollution, EPA, EPA v EME Homer City, NAAQS

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CFIUS Scrutiny of Foreign Acquisitions of U.S. Businesses Intensifies (Quorum, March 2014)

The most recently released annual report (for 2012) by the Committee on Foreign Investment in the United States (CFIUS) highlights a sharp increase in abandoned deals involving foreign acquisitions of U.S. businesses. …more

CFIUS, Compliance, Foreign Investment, Investigations

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Supreme Court Holds That Orders Denying Plan Confirmation Are Not Final for Appellate Purposes

On May 4, 2015, a unanimous United States Supreme Court in Bullard v. Blue Hills, 135 S. Ct. 1686 (2015), resolved a long-standing circuit court split by holding that a bankruptcy court’s order denying confirmation of a debtor’s…more

Bankruptcy Plans, Bullard v Blue Hills Bank, Chapter 11, Chapter 13, Consumer Bankruptcy

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Such a fact pattern does not a $5 million penalty make

Or so says one dissenting FERC Commissioner in the recent Maxim Power enforcement proceeding. On May 1, 2015, FERC issued an order assessing civil penalties (the “Order”) of $5 million against Maxim Power Corporation and its…more

Civil Monetary Penalty, Enforcement Actions, FERC, Market Manipulation, Price Manipulation

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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The Obama Administration’s Personal Data Notification & Protection Act: An Analysis

On January 12, 2015, President Obama proposed the Personal Data Notification & Protection Act, which would create a federal standard for data breach notification. The proposed bill is part of a more wide-ranging effort by the…more

Barack Obama, Cybersecurity, Federal Breach Notification Standard, Proposed Legislation

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Federal Circuit Clarifies Standards for a Clinical Trial to Be Public Use

In 2007, Dey L.P., Dey Inc., and their parent company Mylan, Inc. (collectively, "Dey") sued Sunovion Pharmaceutical, Inc. ("Sunovion"; formerly known as Sepracor, Inc.) for infringement of five of Dey's patents…more

Clinical Trials, Dey, Patent Infringement, Patents, Prior User

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Premium – in whose interest?

Loan investors and traders take note of the Judgment of the UK Supreme Court on 11 March 2015 in Tael One Partners v Morgan Stanley & Co International PLC [2015] UKSC 12. The Court addressed the treatment of loan “premium”…more

Debt Securities, Loan Market Association, Morgan Stanley, Terms and Conditions, UK

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

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CFTC Issues No-Action Relief for Amended Legacy Swaps between SDs and SPVs

On March 31, 2015, the Division of Swap Dealer and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the “CFTC”) issued no-action relief regarding compliance with certain of its swap…more

CFTC, DSIO, No-Action Relief, SPVs, Swap Dealers

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Revisions to the Securitisation Framework: Final Rules published by the Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published the revised securitisation framework setting out the standards for regulatory capital requirements for securitisation exposures held in the banking…more

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

Significant Upwind Impact: The Supreme Court Upholds Cross-State Air Pollution Rule

On Tuesday, April 29, 2014, the U.S. Supreme Court upheld the U.S. Environmental Protection Agency’s (“EPA”) Cross-State Air Pollution Rule (“CSAPR”). EPA v. EME Homer City Generation, L.P., No. 12-1182. In a 6-2 decision, the…more

Clean Air Act, Cross-State Air Pollution, EPA, EPA v EME Homer City, NAAQS

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FERC Orders Evidentiary Hearing For Alleged Market Manipulation By BP

On May 15, 2014, the Federal Energy Regulatory Commission (FERC) issued an order setting an evidentiary hearing before an administrative law judge (ALJ) to determine whether BP America Inc., BP Corporation North America Inc., BP…more

Evidentiary Hearings, FERC, Market Manipulation

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

On October 21-22, 2014, the federal regulatory agencies responsible for implementing regulations under The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) finalized rules for risk retention…more

ABS, Asset-Backed Securities, CMBS, Dodd-Frank, Federal Reserve

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Cyprus: Time To Trade?

On 25 March 2013, the Bank of Cyprus and Laiki Bank (also known as Cyprus Popular Bank) entered resolution proceedings under the Resolution of Credit and Other Institutions Law 2013…more

Capital Controls, Central Bank of Cyprus, Cyprus Bailout, Due Diligence, Recapitalization

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Will Independent Directors Be on the Hook for Failure of Internal Controls in FCPA Cases?

The Foreign Corrupt Practices Act ("FCPA" or "the Act") prohibits bribery of foreign public officials in order to obtain or retain business. In addition to its anti-bribery provisions, the FCPA contains accounting provisions…more

Anti-Corruption, Audits, Bribery, Compliance, DOJ

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M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding…more

Acquisitions, International Tax Issues, Ireland, Mergers, Popular

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Hainan Airlines Delivers a First in Offshore RMB Financing Amidst Record Dim Sum Bond Market Performance

The international market for offshore (ex-mainland China) offerings of debt securities denominated in Renminbi yuan, the currency of the People’s Republic of China, has had a record first half of 2014, with RMB130 billion…more

China, Debt Securities, RMB Bonds

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The Suprema Federal Circuit En Banc Hearing: The Full Court's Decision May Impact the ITC's Remedial Authority

On February 5, 2015, the Federal Circuit sat en banc and heard oral argument after vacating a panel decision in Suprema, Inc. v. Int’l Trade Comm’n, 742 F.3d 1350 (Fed. Cir. 2013). The panel decided that the ITC lacks statutory…more

En Banc Review, Induced Infringement, Oral Argument, Patent Infringement, Patents

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Impact of the New PRC Cross-Border Security Regulations on Debt Financing

On May 12, 2014, the State Administration of Foreign Exchange (“SAFE”) of the People’s Republic of China (the “PRC”) issued a notice on the Issuance of Administration Rules of Foreign Exchange on Cross-border Security (the…more

China, Cross-Border, Cross-Border Transactions, Debt Financing, Foreign Exchanges

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SEC Issues Guidance for Shorter Debt Tender Offers

On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as…more

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

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Contact

One World Financial Center
New York, NY 10281, United States

Contact: Claudia Freeman

  • 212 504 6000
  • 212 504 6666

Areas of Practice
  • Alternative Dispute Resolution (ADR)
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Locations
Other U.S. Locations
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Number of Attorneys

400+ Attorneys

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