Cadwalader, Wickersham & Taft LLP

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200 Liberty Street
New York, NY 10281, United States
Contact: Kara Fitzsimmons
Phone: 212 504 6000
Fax: 212 504 6666
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Commercial Law & Contracts
  • Criminal Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Litigation
  • Mergers & Acquisitions
  • Real Estate
  • Securities Law
  • Taxation
  • Wills, Trusts, & Estate Planning
See more
Locations
Other U.S. Locations
  • D.C.
  • New York
  • North Carolina
  • Texas
Other Countries
  • Belgium
  • China
  • Hong Kong
  • United Kingdom
Number of Attorneys
400+ Attorneys

CFTC Awards More than $10 Million to Whistleblower

On April 4, 2016, the Commodity Futures Trading Commission (“CFTC”) announced a whistleblower award of more than $10 million. This is only the third whistleblower award that the CFTC has approved since the inception of the CFTC…more

CFTC, Commodities Exchange Act, Financial Markets, Popular, Whistleblower Awards

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M&A Update: Delaware Chancery Court Invalidates Charter and Bylaw Provisions Allowing Only For Cause Removal of Directors Where Board is Not Classified

In a December 21, 2015 transcript ruling, the Delaware Chancery Court invalidated the provisions of VAALCO Energy, Inc.’s charter and bylaws that allow for removal of directors only “for cause” even though VAALCO’s board is not…more

Bylaws, Delaware General Corporation Law, Director Removal, Shareholder Votes

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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: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a…more

Filing Requirements, Going-Private Transactions, Hart-Scott-Rodino Act, Hedge Funds, Insider Trading

See all updates »

Supreme Court Reinvigorates Effectiveness of Obtaining an Opinion of Counsel to Defend against Potential Enhanced Damages for Willful Infringement in Halo Electronics

On June 13, 2016, the U.S. Supreme Court again reversed a decision of the Federal Circuit—the Circuit specially designated to hear all patent appeals—this time, in articulating the test for determining whether to award enhanced…more

35 U.S.C. § 284, Enhanced Damages, Halo v Pulse, Octane Fitness v. ICON, Patent Infringement

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FinCEN Issues New Geographic Targeting Order for Shell Companies Purchasing High-End Residential Real Estate

In its latest effort to combat money laundering within the real estate sector, the Financial Crimes Enforcement Network (“FinCEN”) has issued a new Geographic Targeting Order (“GTO”) broadening its scrutiny of shell companies…more

Banking Sector, Beneficial Owner, BSA/AML, Financial Institutions, FinCEN

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The Southern District of New York’s Norske Skog Decision: What Constitutes A Refinancing May Be In The Eye of The Beholder

The recent decision by the United States District Court for the Southern District of New York in Citibank, N.A. v. Norske Skogindustrier ASA could be an important consideration for future drafting and interpretation of debt…more

Citibank, Commercial Bankruptcy, Corporate Restructuring, Distressed Debt, Exchange Offer

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FinCEN Issues New Geographic Targeting Order for Shell Companies Purchasing High-End Residential Real Estate

In its latest effort to combat money laundering within the real estate sector, the Financial Crimes Enforcement Network (“FinCEN”) has issued a new Geographic Targeting Order (“GTO”) broadening its scrutiny of shell companies…more

Banking Sector, Beneficial Owner, BSA/AML, Financial Institutions, FinCEN

See all updates »

US Second Circuit Finds Testimony Compelled by UK Regulators to be Inadmissible in Criminal Proceedings

Creating a potential new impediment for collaboration between UK and US investigators, the Court of Appeals for the Second Circuit in New York recently held that evidence derived from compelled testimony cannot be used in a…more

Bank Fraud, Corporate Counsel, Criminal Prosecution, DOJ, Fifth Amendment

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New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing

On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates, posits…more

Corporate Governance, Criminal Prosecution, Deferred Prosecution Agreements, DOJ, DPA

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

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The Trump Administration: Change By Appointment

The election of Donald J. Trump as the 45th President of the United States, along with the Republican control of the majority of both the House of Representatives and the Senate, will likely result in significant changes in U.S…more

Administrative Appointments, Banking Sector, CFPB, CFTC, Constitutional Challenges

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New York Seeks to Regulate Fintech Lending Market

New York is joining a small but growing list of states seeking to regulate the “bank-origination” method of online lending. The recently introduced New York Budget legislation would amend Section 340 of the New York…more

Banking Sector, Consumer Financial Products, Consumer Lenders, Financial Services Industry, FinTech

See all updates »

Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and…more

Capital Requirements, Capital Requirements Regulation (CRR), Cherry Picking, ESRB, EU

See all updates »

Draft Bill on Open-Ended Fund Companies Gazetted

Following public consultation in March 2014, the Financial Services and the Treasury Bureau (FSTB) has now published the “Consultation Conclusions on Open-ended Fund Companies”, and the related Securities and Futures (Amendment)…more

Asset Management, Collective Investment Schemes, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Incorporation

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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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FERC Issues Order Approving Consent Agreement in City Power Marketing Case

On August 22, 2017, the Federal Energy Regulatory Commission (“FERC” or “Commission”) issued an Order Approving Stipulation and Consent Agreement with City Power Marketing, LLC (“City Power”) and its owner, K. Stephen Tsingas…more

Consent Agreements, Duty of Candor, Enforcement Actions, FERC, Market Manipulation

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What does Brexit mean for the European CLO Market?

In its referendum held on 23 June 2016, the UK voted to leave the European Union (“Brexit”). On the following day, David Cameron announced that he will resign as Prime Minister on the election of a new Conservative Party leader…more

Capital Requirements Regulation (CRR), Collateralized Loan Obligations, EEA, EU, EU Passport

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Amendments to the Basel Securitisation Framework – Alternative Capital Treatment for Simple, Transparent and Comparable Securitisations

The Basel Committee on Banking Supervision (the “Basel Committee”) published an updated version of the “Basel III Document – Revisions to the securitisation framework” on 11 July 2016 (the “Amended Securitisation Framework”). …more

Banking Sector, Banks, Basel Committee, Basel III, Capital Requirements

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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, Swap Agreements

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M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a…more

Filing Requirements, Going-Private Transactions, Hart-Scott-Rodino Act, Hedge Funds, Insider Trading

See all updates »

FinCEN Issues New Geographic Targeting Order for Shell Companies Purchasing High-End Residential Real Estate

In its latest effort to combat money laundering within the real estate sector, the Financial Crimes Enforcement Network (“FinCEN”) has issued a new Geographic Targeting Order (“GTO”) broadening its scrutiny of shell companies…more

Banking Sector, Beneficial Owner, BSA/AML, Financial Institutions, FinCEN

See all updates »

Financial CHOICE Act Would Complicate the Choices in Bringing and Defending Against SEC Cases

Legislation passed by the U.S. House of Representatives threatens to shake up the Securities and Exchange Commission’s enforcement program in a historic manner…more

Administrative Proceedings, ALJ, Dodd-Frank, Enforcement Actions, Financial Institutions

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2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868…more

Administrative Proceedings, ALJ, Appointments Clause, Article II, Audits

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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 »

What does Brexit mean for the European CLO Market?

In its referendum held on 23 June 2016, the UK voted to leave the European Union (“Brexit”). On the following day, David Cameron announced that he will resign as Prime Minister on the election of a new Conservative Party leader…more

Capital Requirements Regulation (CRR), Collateralized Loan Obligations, EEA, EU, EU Passport

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CFTC Adopts Margin Requirements for Uncleared Swaps

Wednesday, the Commodity Futures Trading Commission (“CFTC”) held an open meeting at which it voted to adopt final rules (the “CFTC Margin Rules”) governing margin requirements for uncleared swaps (“Swaps”) entered into by swap…more

CFTC, Final Rules, Major Swap Participants, Margin Requirements, Uncleared Swaps

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Signs, Signs, Everywhere a Sign: Changes in Store for SEC Enforcement under the Trump Administration

Even before President Trump’s nomination of Jay Clayton as the next Chairman of the Securities and Exchange Commission (“SEC” or “Commission”), signs have been appearing that changes are afoot within the Division of Enforcement…more

Administrative Appointments, Anti-Bribery, Anti-Corruption, Deregulation, Dodd-Frank

See all updates »

Signs, Signs, Everywhere a Sign: Changes in Store for SEC Enforcement under the Trump Administration

Even before President Trump’s nomination of Jay Clayton as the next Chairman of the Securities and Exchange Commission (“SEC” or “Commission”), signs have been appearing that changes are afoot within the Division of Enforcement…more

Administrative Appointments, Anti-Bribery, Anti-Corruption, Deregulation, Dodd-Frank

See all updates »

Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and…more

Capital Requirements, Capital Requirements Regulation (CRR), Cherry Picking, ESRB, EU

See all updates »

NIST’s Draft Update to Cybersecurity Framework Focuses on Third-Party Vendors and the Cost-Effectiveness of Cybersecurity Programs

On January 10, 2017, the National Institute of Standards and Technology (“NIST”) released a proposed update to its popular cybersecurity blueprint for organizations and businesses, known as the Framework for Improving Critical…more

Best Practices, Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, Data Protection

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Draft Bill on Open-Ended Fund Companies Gazetted

Following public consultation in March 2014, the Financial Services and the Treasury Bureau (FSTB) has now published the “Consultation Conclusions on Open-ended Fund Companies”, and the related Securities and Futures (Amendment)…more

Asset Management, Collective Investment Schemes, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Incorporation

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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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The Trump Administration: The Future of Health Care

The election of Donald J. Trump as the 45th President of the United States, along with the Republican control of the majority of both the House of Representatives and the Senate, will likely set in motion a major overhaul of the…more

Affordable Care Act, Employee Benefits, Employer Mandates, FDA, FMAP

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New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing

On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates, posits…more

Corporate Governance, Criminal Prosecution, Deferred Prosecution Agreements, DOJ, DPA

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Getting By With a Little Help From Friends: United States Supreme Court to Clarify Insider Trading Liability in Tipping Cases

On January 19, 2016, the United States Supreme Court granted certiorari in United States v. Salman, in which the Ninth Circuit Court of Appeals held that the government may prove a “personal benefit” to a tipper of inside…more

Certiorari, Confidential Information, Dirks v SEC, DOJ, Illegal Tipping

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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 Sector, Enforcement, FERC, High Frequency Trading, PJM

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New York Seeks to Regulate Fintech Lending Market

New York is joining a small but growing list of states seeking to regulate the “bank-origination” method of online lending. The recently introduced New York Budget legislation would amend Section 340 of the New York…more

Banking Sector, Consumer Financial Products, Consumer Lenders, Financial Services Industry, FinTech

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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, Operative Documents, Trustees

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The Defend Trade Secrets Act: Significant Recent Changes to Intellectual Property Law May Provide New Avenues for Protecting Potentially Unpatentable Critical Discoveries

On May 11, 2016, President Obama signed into law the Defend Trade Secrets Act (“DTSA”), marking one of largest changes to intellectual property law since the America Invents Act of 2011. This legislation will allow companies to…more

Asset Seizure, CLS Bank v Alice Corp, Defend Trade Secrets Act (DTSA), Economic Espionage Act, Ex Parte

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Codere S.A. Surety Bonds - Gambling with Unfunded Commitments

Mr Justice Robin Knowles CBE handed down his judgment on 29 January 2016 in GSO Credit – A Partners L.P. (and other GSO funds) v Barclays Bank PLC and HCC International Company PLC [2016] EWHC 146 (Comm) concerning the…more

Barclays, Bonds, Distressed Assets, Financial Markets, Investors

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The Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin

Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to the…more

Breach of Duty, Coercion, Corporate Counsel, Duty of Loyalty, Fairness Standard

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CFTC Unanimously Approves Notice of Proposed Rulemaking on Regulation of Automated Trading

On November 24, 2015, the Commodity Futures Trading Commission (“CFTC” or “Commission”) held an open meeting to propose the regulation of automated trading (“Regulation AT”). According to the CFTC, the purpose of Regulation AT…more

Algorithmic Trading, CFTC, Regulatory Standards, Securities Exchanges, Trading Platforms

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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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Glass Lewis Opens Registration for Issuer Data Report Requests, including expanding access to certain companies in Canada and Europe

U.S. companies listed on the NASDAQ and NYSE, as well as certain listed companies in Canada and Europe, with annual shareholder meetings scheduled between March 1, 2016 and June 30, 2016 may now register through January 31, 2016…more

Canada, Corporate Governance, Corporate Issuers, EU, Glass Lewis

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Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and…more

Capital Requirements, Capital Requirements Regulation (CRR), Cherry Picking, ESRB, EU

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Asia-Pacific Fund Finance Market Update

On June 19, 2017, the Fund Finance Association (the “FFA”) hosted the inaugural Asia-Pacific Fund Finance Symposium at the Four Seasons Hotel in Hong Kong (the “Conference”). Twenty different market participants sponsored the…more

Asia Pacific, China, Financial Markets, Investment, Investment Funds

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

See all updates »

The Trump Administration: President Trump Issues Executive Actions on Dodd-Frank and the DOL Fiduciary Rule

On February 3, 2017, President Trump signed two executive actions intended to provide a framework for scaling back the Dodd-Frank Act (“Dodd-Frank Act”) and rescinding or revising the Department of Labor’s “fiduciary rule.”…more

Bailout, Best Interest Standard, CFTC, Dodd-Frank, DOL

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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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European Commission Adopts Proposal to Amend EMIR

On 4 May 2017, the European Commission (the “Commission”) adopted a proposal for a Regulation amending Regulation (EU) No 648/2012 (“EMIR”) as regards the clearing obligation, the suspension of the clearing obligation, the…more

Alternative Investment Funds, Amended Regulation, Canadian Pension Plan (CPP), Counterparties, Derivatives Clearing Organizations

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Current Structuring May Not Shield Private Equity Firms from ERISA Liabilities

On March 28, 2016, the U.S. District Court for the District of Massachusetts held that two private equity funds within Sun Capital were jointly and severally liable under the Employee Retirement Income Security Act of 1974, as…more

ERISA, Multiemployer Pension Plan Amendments Act (MPPAA), Multiemployer Plan, Partnership-in-Fact, Pensions

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Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and…more

Capital Requirements, Capital Requirements Regulation (CRR), Cherry Picking, ESRB, EU

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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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DOE Issues Notice of Proposed Rulemaking for Small-Scale Natural Gas Exports

On September 1, 2017, the Department of Energy (“DOE”) issued a Notice of Proposed Rulemaking (“NOPR”) proposing to revise its regulations to expedite the application and approval process for small-scale exports of natural gas…more

Comment Period, Department of Energy (DOE), Energy Sector, Export Controls, Liquid Natural Gas

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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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Amendments to the Basel Securitisation Framework – Alternative Capital Treatment for Simple, Transparent and Comparable Securitisations

The Basel Committee on Banking Supervision (the “Basel Committee”) published an updated version of the “Basel III Document – Revisions to the securitisation framework” on 11 July 2016 (the “Amended Securitisation Framework”). …more

Banking Sector, Banks, Basel Committee, Basel III, Capital Requirements

See all updates »

Signs, Signs, Everywhere a Sign: Changes in Store for SEC Enforcement under the Trump Administration

Even before President Trump’s nomination of Jay Clayton as the next Chairman of the Securities and Exchange Commission (“SEC” or “Commission”), signs have been appearing that changes are afoot within the Division of Enforcement…more

Administrative Appointments, Anti-Bribery, Anti-Corruption, Deregulation, Dodd-Frank

See all updates »

The Trump Administration: Potential Levers of Regulatory Change Affecting the Commodities Markets

Much has happened since the election of Donald J. Trump as the 45th President of the United States and the return of both houses of Congress to Republican control. The Trump transition team has repeatedly declared its intention…more

Administrative Procedure Act, Amended Regulation, CFTC, Commodities, Congressional Review Act

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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 Industry, Royalties, Technology

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

See all updates »

New Year, New Market-Based Rates Regulatory Regime

The new year has brought U.S. electricity markets participants an overhauled regulatory regime for market-based rates under section 205 of the Federal Power Act. The Federal Energy Regulatory Commission (“FERC” or “Commission”)…more

Electricity, Energy Sector, Federal Power Act, FERC, Market Based Approach

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Compliance with Initial New York DFS Cybersecurity Rules Now Mandatory

As of August 28, 2017, insurance companies, banks, and other financial services companies regulated by the New York Department of Financial Services (“DFS”) must comply with an initial wave of new cybersecurity requirements…more

Banking Sector, Breach Notification Rule, Chief Information Officers (CIO), Cybersecurity, Data Protection

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OIG Issues Stark Warning to Skilled Nursing Facilities: Potential Abuse or Neglect of Residents Receiving Emergency Room Services is Being Underreported to Law Enforcement

On August 24, 2017, the Office of Inspector General (“OIG”) of the Department of Health and Human Services (“HHS”) issued an “Early Alert” that disclosed the preliminary results of its ongoing review of abuse of Medicare…more

CMS, Elder Abuse, Emergency Rooms, Health Care Providers, HHS

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Federal Court Blocks CMS Ban on Pre-Dispute Nursing Home Arbitration Agreements Pending Legal Challenge: What the Ruling Means for Providers

Earlier this week, a federal court enjoined the federal Centers for Medicare and Medicaid Services (“CMS”) from enforcing a rule, promulgated on September 28, 2016, which barred pre-dispute arbitration agreements between nursing…more

Arbitration, Arbitration Agreements, Binding Arbitration, CMS, Contract Terms

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Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and…more

Aiding and Abetting, Breach of Duty, Business Judgment Rule, Controlling Stockholders, Corporate Sales Transactions

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SEC Proposal Would Require Business Continuity and Transition Plans for Investment Advisers

Citing the ongoing risk of terrorist and cyber-attacks, the 2008 financial crisis, and Hurricanes Katrina and Sandy, the Securities and Exchange Commission (“SEC”) has issued proposed rules under the Investment Advisers Act of…more

Business Continuity Plans, CFTC, Disclosure Requirements, FINRA, Investment Adviser

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Signs, Signs, Everywhere a Sign: Changes in Store for SEC Enforcement under the Trump Administration

Even before President Trump’s nomination of Jay Clayton as the next Chairman of the Securities and Exchange Commission (“SEC” or “Commission”), signs have been appearing that changes are afoot within the Division of Enforcement…more

Administrative Appointments, Anti-Bribery, Anti-Corruption, Deregulation, Dodd-Frank

See all updates »

The Supreme Court May Review Whether Regulatory Enforcement Actions Seeking Disgorgement are Subject to a Five-Year Statute of Limitations

Federal regulatory agencies, such as the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), and the Federal Energy Regulatory Commission (“FERC”), have the authority to impose…more

CFTC, Civil Monetary Penalty, Commodities Exchange Act, Corporate Counsel, Disgorgement

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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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FTC Announces 2016 Thresholds for Merger Control Filings Under HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); the revised thresholds are…more

DOJ, FTC, Hart-Scott-Rodino Act, Reporting Requirements, The Clayton Act

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IRS Phases in Section 871(m) Dividend Equivalent Withholding

On December 2, the U.S. Internal Revenue Service issued Notice 2016-76, which phases in the application of withholding on dividend equivalent payments under section 871(m). Under the notice, withholding applies only to delta-one…more

Dividends, IRS, Withholding Tax

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The Trump Administration: President Trump Issues Executive Actions on Dodd-Frank and the DOL Fiduciary Rule

On February 3, 2017, President Trump signed two executive actions intended to provide a framework for scaling back the Dodd-Frank Act (“Dodd-Frank Act”) and rescinding or revising the Department of Labor’s “fiduciary rule.”…more

Bailout, Best Interest Standard, CFTC, Dodd-Frank, DOL

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Selected Risk Retention Questions and Answers for CMBS Securitizations

On October 22, 2014, 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, the Federal Housing…more

Asset-Backed Securities, Bonds, Capital Structures, CMBS, Commercial Real Estate Market

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NIST’s Draft Update to Cybersecurity Framework Focuses on Third-Party Vendors and the Cost-Effectiveness of Cybersecurity Programs

On January 10, 2017, the National Institute of Standards and Technology (“NIST”) released a proposed update to its popular cybersecurity blueprint for organizations and businesses, known as the Framework for Improving Critical…more

Best Practices, Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, Data Protection

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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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The Southern District of New York’s Norske Skog Decision: What Constitutes A Refinancing May Be In The Eye of The Beholder

The recent decision by the United States District Court for the Southern District of New York in Citibank, N.A. v. Norske Skogindustrier ASA could be an important consideration for future drafting and interpretation of debt…more

Citibank, Commercial Bankruptcy, Corporate Restructuring, Distressed Debt, Exchange Offer

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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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CFTC Extends No-Action Relief for Swaps Executed as Part of Certain Package Transactions

On October 14, 2015, the Division of Market Oversight (“DMO”) for the U.S. Commodity Futures Trading Commission (“CFTC”) issued an additional extension of no-action relief for swaps executed as part of “package” transactions…more

CFTC, Designated Contract Market, Mandatory Clearing Requirements, Swap Execution Facilities, Swaps

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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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Buyer (and its Creditors) Beware: SemCrude District Court Finds That Purchasers Took Oil and Gas Free and Clear of Producers' Liens

Although almost eight years have lapsed since the chapter 11 cases of Tulsa, Oklahoma-based SemCrude L.P. were confirmed, many of the issues at the forefront of those cases are re-emerging in light of the recent uptick in oil…more

Article 9, Chapter 11, Commercial Bankruptcy, Commodities, Corporate Restructuring

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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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Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and…more

Aiding and Abetting, Breach of Duty, Business Judgment Rule, Controlling Stockholders, Corporate Sales Transactions

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

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Codere S.A. Surety Bonds - Gambling with Unfunded Commitments

Mr Justice Robin Knowles CBE handed down his judgment on 29 January 2016 in GSO Credit – A Partners L.P. (and other GSO funds) v Barclays Bank PLC and HCC International Company PLC [2016] EWHC 146 (Comm) concerning the…more

Barclays, Bonds, Distressed Assets, Financial Markets, Investors

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DOE Issues Notice of Proposed Rulemaking for Small-Scale Natural Gas Exports

On September 1, 2017, the Department of Energy (“DOE”) issued a Notice of Proposed Rulemaking (“NOPR”) proposing to revise its regulations to expedite the application and approval process for small-scale exports of natural gas…more

Comment Period, Department of Energy (DOE), Energy Sector, Export Controls, Liquid Natural Gas

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

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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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FinCEN Issues New Geographic Targeting Order for Shell Companies Purchasing High-End Residential Real Estate

In its latest effort to combat money laundering within the real estate sector, the Financial Crimes Enforcement Network (“FinCEN”) has issued a new Geographic Targeting Order (“GTO”) broadening its scrutiny of shell companies…more

Banking Sector, Beneficial Owner, BSA/AML, Financial Institutions, FinCEN

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The Supreme Court Restores Implied Benefit Theory in Insider Trading Prosecutions of Downstream Tippees

Friends and relatives of corporate insiders who knowingly receive and trade on inside information now confront greater exposure for federal securities laws violations. On December 6, 2016, the Supreme Court held in United…more

Confidential Information, Dirks v SEC, Financial Markets, Illegal Tipping, Insider Trading

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Regulations Limiting Executive Compensation and Administrative Costs of State-Funded Providers Upheld by Appellate Division, Second Department

On December 30, 2015, the New York State Appellate Division, Second Department issued a decision in Agencies for Children’s Therapy Servs., Inc. v. N.Y. St. Dep’t of Health, upholding the regulations promulgated by the…more

Administrative Expenses, Department of Health, Executive Compensation, Healthcare, Public Health

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FERC Issues Order Assessing Civil Penalties Against ETRACOM

On Friday, June 17, 2016, the Federal Energy Regulatory Commission (the “Commission”) issued an Order Assessing Civil Penalties against ETRACOM LLC (“ETRACOM”) and ETRACOM’s founding member and majority owner, Michael Rosenberg…more

CAISO, Civil Monetary Penalty, Energy Market, Energy Sector, Enforcement Actions

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Will Blockchain Render the Bill of Lading a Relic?

A bill of lading is an old form of legal document. As merchants in the seventeenth and eighteenth centuries ceased accompanying their goods on ships and entrusted their proper delivery to the carrier, a need arose for a…more

Blockchain, Carriage Disputes, Contract Terms, Digital Currency, Distributed Ledger Technology (DLT)

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IRS Phases in Section 871(m) Dividend Equivalent Withholding

On December 2, the U.S. Internal Revenue Service issued Notice 2016-76, which phases in the application of withholding on dividend equivalent payments under section 871(m). Under the notice, withholding applies only to delta-one…more

Dividends, IRS, Withholding Tax

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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 Announces 2017 Thresholds for Merger Control Filings Under the HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in Section 7A of the Clayton Act and the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR…more

Acquisitions, Antitrust Provisions, DOJ, Filing Fees, FTC

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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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What you need to know about Hong Kong Competition Law (Part 6) - Practical Compliance with the Competition Ordinance

The implementation of the new Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (the Competition Ordinance) on 14 December 2015 will mark the first time that Hong Kong has a general and cross-sector competition law…more

Competition, Hong Kong, Market-Sharing, Price-Fixing, Risk Mitigation

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Will Blockchain Render the Bill of Lading a Relic?

A bill of lading is an old form of legal document. As merchants in the seventeenth and eighteenth centuries ceased accompanying their goods on ships and entrusted their proper delivery to the carrier, a need arose for a…more

Blockchain, Carriage Disputes, Contract Terms, Digital Currency, Distributed Ledger Technology (DLT)

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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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FTC Announces 2016 Thresholds for Merger Control Filings Under HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); the revised thresholds are…more

DOJ, FTC, Hart-Scott-Rodino Act, Reporting Requirements, The Clayton Act

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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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M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased Activism…more

Corporate Governance, Director Removal, Fee-Shifting, FTC, Hostile Takeover

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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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FinCEN Tightens the Screws on Money Launderers with Additional Scrutiny of High-Value Residential Real Estate Transactions

Choice real estate markets such as New York, Miami, Los Angeles, San Francisco, San Diego, and San Antonio may offer enticing amenities like buzzing nightlife or sunny beaches, but thanks to the Financial Crimes Enforcement…more

Banking Sector, Beneficial Owner, BSA/AML, Cash Transactions, Customer Due Diligence (CDD)

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The Trump Administration: Potential Levers of Regulatory Change Affecting the Commodities Markets

Much has happened since the election of Donald J. Trump as the 45th President of the United States and the return of both houses of Congress to Republican control. The Trump transition team has repeatedly declared its intention…more

Administrative Procedure Act, Amended Regulation, CFTC, Commodities, Congressional Review Act

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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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Strike One on Health Care Reform: Where Do We Go from Here?

As reported in our January 23, 2017 Clients & Friends Memorandum entitled “Status of the Affordable Care Act Repeal Efforts,” one of the first priorities of the Trump administration was the repeal of the Patient Protection and…more

Affordable Care Act, Employer Mandates, Health Insurance, Healthcare Reform, Individual Mandate

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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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The Trump Administration: President Trump Issues Executive Actions on Dodd-Frank and the DOL Fiduciary Rule

On February 3, 2017, President Trump signed two executive actions intended to provide a framework for scaling back the Dodd-Frank Act (“Dodd-Frank Act”) and rescinding or revising the Department of Labor’s “fiduciary rule.”…more

Bailout, Best Interest Standard, CFTC, Dodd-Frank, DOL

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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

See all updates »

What you need to know about Hong Kong Competition Law (Part 6) - Practical Compliance with the Competition Ordinance

The implementation of the new Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (the Competition Ordinance) on 14 December 2015 will mark the first time that Hong Kong has a general and cross-sector competition law…more

Competition, Hong Kong, Market-Sharing, Price-Fixing, Risk Mitigation

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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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The Trump Administration: President Trump Issues Executive Actions on Dodd-Frank and the DOL Fiduciary Rule

On February 3, 2017, President Trump signed two executive actions intended to provide a framework for scaling back the Dodd-Frank Act (“Dodd-Frank Act”) and rescinding or revising the Department of Labor’s “fiduciary rule.”…more

Bailout, Best Interest Standard, CFTC, Dodd-Frank, DOL

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

See all updates »

FTC Announces 2016 Thresholds for Merger Control Filings Under HSR Act and Interlocking Directorates Under the Clayton Act

The Federal Trade Commission (“FTC”) has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); the revised thresholds are…more

DOJ, FTC, Hart-Scott-Rodino Act, Reporting Requirements, The Clayton Act

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Getting By With a Little Help From Friends: United States Supreme Court to Clarify Insider Trading Liability in Tipping Cases

On January 19, 2016, the United States Supreme Court granted certiorari in United States v. Salman, in which the Ninth Circuit Court of Appeals held that the government may prove a “personal benefit” to a tipper of inside…more

Certiorari, Confidential Information, Dirks v SEC, DOJ, Illegal Tipping

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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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Agreement Reached on Form of New EU Securitisation Regulation and on Amendments to the Capital Requirements Regulation

The EU legislative institutions have now agreed compromise amendments to the proposed EU regulation intended to lay down common rules on securitisation and to create a European framework for “simple, transparent and…more

Capital Requirements, Capital Requirements Regulation (CRR), Cherry Picking, ESRB, EU

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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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2016 Year In Review: Securities Litigation And Regulation

2016 was an active year in securities litigation. In the first half of 2016 alone, plaintiffs filed 119 new federal class action securities cases. It was also a busy year for SEC enforcement proceedings, with a record 868…more

Administrative Proceedings, ALJ, Appointments Clause, Article II, Audits

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Delaware Bankruptcy Court Rules TCEH First Lien Distributions Are Governed by the Bankruptcy Code, Not by Intercreditor Agreement Waterfall

On March 11, 2016, Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an opinion in the Energy Future Holdings bankruptcy that resolved an intercreditor dispute over $90 million in…more

Chapter 11, Collateral, Commercial Bankruptcy, Creditors, Energy Futures Holdings

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The Supreme Court May Review Whether Regulatory Enforcement Actions Seeking Disgorgement are Subject to a Five-Year Statute of Limitations

Federal regulatory agencies, such as the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), and the Federal Energy Regulatory Commission (“FERC”), have the authority to impose…more

CFTC, Civil Monetary Penalty, Commodities Exchange Act, Corporate Counsel, Disgorgement

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Strike One on Health Care Reform: Where Do We Go from Here?

As reported in our January 23, 2017 Clients & Friends Memorandum entitled “Status of the Affordable Care Act Repeal Efforts,” one of the first priorities of the Trump administration was the repeal of the Patient Protection and…more

Affordable Care Act, Employer Mandates, Health Insurance, Healthcare Reform, Individual Mandate

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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 »

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased Activism…more

Corporate Governance, Director Removal, Fee-Shifting, FTC, Hostile Takeover

See all updates »

Asia-Pacific Fund Finance Market Update

On June 19, 2017, the Fund Finance Association (the “FFA”) hosted the inaugural Asia-Pacific Fund Finance Symposium at the Four Seasons Hotel in Hong Kong (the “Conference”). Twenty different market participants sponsored the…more

Asia Pacific, China, Financial Markets, Investment, Investment Funds

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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

See all updates »

M&A Update: Highlights from 2015 and Implications for 2016

A record-setting year for M&A deal activity, 2015 also yielded several important legal decisions and highlighted significant trends that are likely to influence M&A market participants in 2016 and beyond. Increased Activism…more

Corporate Governance, Director Removal, Fee-Shifting, FTC, Hostile Takeover

See all updates »

Will Blockchain Render the Bill of Lading a Relic?

A bill of lading is an old form of legal document. As merchants in the seventeenth and eighteenth centuries ceased accompanying their goods on ships and entrusted their proper delivery to the carrier, a need arose for a…more

Blockchain, Carriage Disputes, Contract Terms, Digital Currency, Distributed Ledger Technology (DLT)

See all updates »

OIG Issues Stark Warning to Skilled Nursing Facilities: Potential Abuse or Neglect of Residents Receiving Emergency Room Services is Being Underreported to Law Enforcement

On August 24, 2017, the Office of Inspector General (“OIG”) of the Department of Health and Human Services (“HHS”) issued an “Early Alert” that disclosed the preliminary results of its ongoing review of abuse of Medicare…more

CMS, Elder Abuse, Emergency Rooms, Health Care Providers, HHS

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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 »

The Trump Administration: Change By Appointment

The election of Donald J. Trump as the 45th President of the United States, along with the Republican control of the majority of both the House of Representatives and the Senate, will likely result in significant changes in U.S…more

Administrative Appointments, Banking Sector, CFPB, CFTC, Constitutional Challenges

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Proposed Federal Cybersecurity Regulations for Financial Institutions Face an Uncertain Future

Last year’s proposed comprehensive framework for cybersecurity rules for large financial institutions is suddenly facing an uncertain future. With the comment period having closed as of February 2017, the framework was facing…more

Advanced Notice of Proposed Rulemaking (ANPRM), Cyber Attacks, Cybersecurity, Cybersecurity Framework, Deregulation

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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, Rule 144A, Securities Act of 1933

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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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DOJ and FTC Advocate Broader Approach to FERC’s Market Power Evaluation under Sections 203 and 205 of the Federal Power Act

On November 28, 2016, the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) (together, the “Agencies”) submitted comments on the Federal Energy Regulatory Commission’s (the “Commission” or “FERC”) September…more

DOJ, Electricity, Energy Market, Energy Sector, Federal Power Act

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The PATH Act

On December 18, 2015, President Obama signed into law the Protecting Americans from Tax Hikes Act of 2015 (the PATH Act). - extends or makes permanent a number of temporary tax provisions that had expired or were set to…more

Biofuel, Bonus Depreciation, FIRPTA, New Legislation, Production Tax Credit

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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, Rule 144A, Securities Act of 1933

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Buyer (and its Creditors) Beware: SemCrude District Court Finds That Purchasers Took Oil and Gas Free and Clear of Producers' Liens

Although almost eight years have lapsed since the chapter 11 cases of Tulsa, Oklahoma-based SemCrude L.P. were confirmed, many of the issues at the forefront of those cases are re-emerging in light of the recent uptick in oil…more

Article 9, Chapter 11, Commercial Bankruptcy, Commodities, Corporate Restructuring

See all updates »

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a…more

Filing Requirements, Going-Private Transactions, Hart-Scott-Rodino Act, Hedge Funds, Insider Trading

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Asia-Pacific Fund Finance Market Update

On June 19, 2017, the Fund Finance Association (the “FFA”) hosted the inaugural Asia-Pacific Fund Finance Symposium at the Four Seasons Hotel in Hong Kong (the “Conference”). Twenty different market participants sponsored the…more

Asia Pacific, China, Financial Markets, Investment, Investment Funds

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[Webinar] Not Your Grandmother's Form 40 - Nov. 22nd, 2:00 pm EDT

Tuesday, November 22, 20162:00 PM – 3:00 PM EDT A common tool that the Commodity Futures Trading Commission (“CFTC” or the “Commission”) relies upon to conduct market surveillance, including monitoring compliance with position…more

CFTC, Compliance, Continuing Legal Education, Futures, Reporting Requirements

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The Supreme Court May Review Whether Regulatory Enforcement Actions Seeking Disgorgement are Subject to a Five-Year Statute of Limitations

Federal regulatory agencies, such as the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), and the Federal Energy Regulatory Commission (“FERC”), have the authority to impose…more

CFTC, Civil Monetary Penalty, Commodities Exchange Act, Corporate Counsel, Disgorgement

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Compliance with Initial New York DFS Cybersecurity Rules Now Mandatory

As of August 28, 2017, insurance companies, banks, and other financial services companies regulated by the New York Department of Financial Services (“DFS”) must comply with an initial wave of new cybersecurity requirements…more

Banking Sector, Breach Notification Rule, Chief Information Officers (CIO), Cybersecurity, Data Protection

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Your 401(k) Plan "Brokerage Window" May Require An S-8 Registration

New guidance from the Securities Exchange Commission requires issuers to take a fresh look at their 401(k) plans. On September 22, 2016, the SEC’s Division of Corporation Finance released a Compliance and Disclosure…more

401k, Employee Benefits, Form S-8, Investment, Registration Requirement

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