Cadwalader, Wickersham & Taft LLP

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Ryan Andreoli

Halliburton Co. v. Erica P. John Fund, Inc.: Assessing Possible Modifications To Basic And The Fraud-On-The-Market Theory

Securities class action lawsuits have long been a fact of life for public companies traded on a U.S. exchange. Since 1997, plaintiffs have filed more than 3,200 securities fraud lawsuits that have resulted in approximately $75…more

Class Action, Fraud, Fraud-on-the-Market, Halliburton, Halliburton v Erica P. John Fund

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Joshua Apfelroth

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder Coercion

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a…more

Board of Directors, Controlling Stockholders, Disclosure, Due Diligence, Minority Shareholders

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Dorothy Auth Ph.D.

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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Ingrid Bagby

Court Rules That Detroit Is Eligible For Chapter 9 And That Pensions May Be Impaired In Chapter 9

On December 5, 2013, the U.S. Bankruptcy Court for the Eastern District of Michigan released its 143 page decision upholding the City of Detroit’s eligibility to be a debtor under chapter 9 of the United States Bankruptcy Code. …more

Chapter 9, Good Faith, Municipal Bankruptcy, Pensions

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Raymond Banoun

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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Cheryl Barnes

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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Joseph Beach

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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Suzanne Bell

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Joseph Bial

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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Adam Blakemore

UK Budget 2014 – Key Tax Measures

Apart from personal taxation measures intended to be attractive to voters, the Budget is perhaps much less controversial than in previous years. Many of the detailed taxation provisions intended for inclusion in Finance Bill…more

International Tax Issues, Tax Reform, UK

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Bruce Bloomingdale

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Shlomo Boehm

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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Bradley Bondi

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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Kathryn M. Borgeson

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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David Burkholder

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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Alec Burnside

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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Scott Cammarn

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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Robert Cannon

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Isaac Chao

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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Jeffrey Chen

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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Andrew Chien

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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Peter Clark

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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Emily Cohen

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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Christopher Cox

M&A Update: Treasury Department Proposes To Expand Anti-Inversion Rules

The Treasury Department, in its Fiscal Year 2015 Revenue Proposals (the “Green Book”), has proposed to significantly tighten Section 7874 of the Internal Revenue Code, effective January 1, 2015, reducing the ability of a U.S…more

Acquisitions, Foreign Corporations, Inversion, U.S. Treasury

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Merryn Craske

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Thomas Curtin

Court Rules That Detroit Is Eligible For Chapter 9 And That Pensions May Be Impaired In Chapter 9

On December 5, 2013, the U.S. Bankruptcy Court for the Eastern District of Michigan released its 143 page decision upholding the City of Detroit’s eligibility to be a debtor under chapter 9 of the United States Bankruptcy Code. …more

Chapter 9, Good Faith, Municipal Bankruptcy, Pensions

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Israel Dahan

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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Assia Damianova

Cross-Border RTS Starts Countdown For EMIR Obligations For Non-EU Counterparties

OTC derivative contracts which have a counterparty located outside of the European Union (“EU”) may now be subject to the requirements of the European Market Infrastructure Regulation(“EMIR”)…more

EMIR, EU, Extraterritoriality Rules, Foreign Jurisdictions, OTC

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Stephen Day

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Angus Duncan

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Aly El Hamamsy

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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Mark Ellenberg

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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Doron Ezickson

Cross-Border RTS Starts Countdown For EMIR Obligations For Non-EU Counterparties

OTC derivative contracts which have a counterparty located outside of the European Union (“EU”) may now be subject to the requirements of the European Market Infrastructure Regulation(“EMIR”)…more

EMIR, EU, Extraterritoriality Rules, Foreign Jurisdictions, OTC

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Marsena Farris

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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Douglas Fischer

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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William Foley

Supreme Court Holds That Sarbanes-Oxley Whistleblower Provision Applies To Employees Of Investment Advisers And Other Private Companies

On March 4, 2013, the Supreme Court issued an opinion with broad implications for mutual funds and certain other SEC-regulated companies that conduct business through or with privately-held entities (such as investment advisers…more

Investment Adviser, Lawson v FMR, Sarbanes-Oxley, SCOTUS, SEC

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Andrew Forman

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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Michael Gambro

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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Keith Gerver

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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David Gingold

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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Anna Glick

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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Stuart Goldstein

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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Alexander Hadjis

The Federal Circuit Considers Petitions For Rehearing Suprema — Its Decision Defining The ITC’s Authority To Police Induced Infringement

The International Trade Commission and Cross Match Technologies Inc. requested rehearing of the December panel decision of the U.S. Court of Appeals for the Federal Circuit in Suprema Inc. and Mentalix Inc. v. U.S. International…more

Induced Infringement, Infringement, ITC, Patent Litigation, Patents

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Jason Halper

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder Coercion

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a…more

Board of Directors, Controlling Stockholders, Disclosure, Due Diligence, Minority Shareholders

See All Updates »

Howard Hawkins

Court Rules That Detroit Is Eligible For Chapter 9 And That Pensions May Be Impaired In Chapter 9

On December 5, 2013, the U.S. Bankruptcy Court for the Eastern District of Michigan released its 143 page decision upholding the City of Detroit’s eligibility to be a debtor under chapter 9 of the United States Bankruptcy Code. …more

Chapter 9, Good Faith, Municipal Bankruptcy, Pensions

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Terence Healey

2013 FERC Report Confirms Increased Enforcement Activity

On November 21, 2013, the Federal Energy Regulatory Commission (FERC) Office of Enforcement (Enforcement) issued its 2013 Report on Enforcement (Report). The annual Report provides an overview of and statistics regarding FERC’s…more

Audits, Civil Monetary Penalty, Disgorgement, Energy Market, Enforcement Actions

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Mark Howe

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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Daniel Howley

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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Tihua Huang

The Federal Circuit Considers Petitions For Rehearing Suprema — Its Decision Defining The ITC’s Authority To Police Induced Infringement

The International Trade Commission and Cross Match Technologies Inc. requested rehearing of the December panel decision of the U.S. Court of Appeals for the Federal Circuit in Suprema Inc. and Mentalix Inc. v. U.S. International…more

Induced Infringement, Infringement, ITC, Patent Litigation, Patents

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Ngoc Pham Hulbig

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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Kenneth Irvin

2013 FERC Report Confirms Increased Enforcement Activity

On November 21, 2013, the Federal Energy Regulatory Commission (FERC) Office of Enforcement (Enforcement) issued its 2013 Report on Enforcement (Report). The annual Report provides an overview of and statistics regarding FERC’s…more

Audits, Civil Monetary Penalty, Disgorgement, Energy Market, Enforcement Actions

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Peter Isajiw

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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A. Joseph Jay III

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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Gregg Jubin

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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Jonathan Kanter

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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Samer Korkor

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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Brandon Kressin

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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David E. Kronenberg

Vitro Update: “Savings Clause” Fails to Save Vitro Subsidiaries From Involuntary Bankruptcy

Shortly after the U.S. Court of Appeals for the Fifth Circuit refused to enforce Vitro SAB’s Mexican plan of reorganization in the United States (covered here), Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern…more

Bonds, Chapter 11, Commercial Bankruptcy, Insolvency, Savings Clause

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Henry LaBrun

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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Pamela Landman

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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Gregory Lawrence

2013 FERC Report Confirms Increased Enforcement Activity

On November 21, 2013, the Federal Energy Regulatory Commission (FERC) Office of Enforcement (Enforcement) issued its 2013 Report on Enforcement (Report). The annual Report provides an overview of and statistics regarding FERC’s…more

Audits, Civil Monetary Penalty, Disgorgement, Energy Market, Enforcement Actions

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Joseph Lee

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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Rocky Lee

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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Patrick Leftley

European CLO 2.0 Issuer Jurisdiction Quick Reference Guide

New issuance of collateralised loan obligations (“CLOs”) rose last year to its highest level since the credit crunch. 2013 saw U.S. CLO issuance rise to about US$81 billion, from US$54 billion the year before while European CLO…more

AIFMD, Audits, Collateralized Loan Obligations, EU, Investment Funds

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Nicholas Loaknauth

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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Ivan Loncar

Court Rules That Detroit Is Eligible For Chapter 9 And That Pensions May Be Impaired In Chapter 9

On December 5, 2013, the U.S. Bankruptcy Court for the Eastern District of Michigan released its 143 page decision upholding the City of Detroit’s eligibility to be a debtor under chapter 9 of the United States Bankruptcy Code. …more

Chapter 9, Good Faith, Municipal Bankruptcy, Pensions

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Christian Lorenz

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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Adam Lurie

Supreme Court Holds That Sarbanes-Oxley Whistleblower Provision Applies To Employees Of Investment Advisers And Other Private Companies

On March 4, 2013, the Supreme Court issued an opinion with broad implications for mutual funds and certain other SEC-regulated companies that conduct business through or with privately-held entities (such as investment advisers…more

Investment Adviser, Lawson v FMR, Sarbanes-Oxley, SCOTUS, SEC

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Nandu Machiraju

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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Michele Maman

In re Hostess Brands, Inc.: Southern District of New York Bankruptcy Court Refuses to Send Cash Collateral Dispute to Arbitration

On January 7, 2013, the Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York held that a dispute concerning the debtors’ use of cash collateral was not subject to arbitration,…more

ACE American Insurance Company, Arbitration, Collateral, Commercial Bankruptcy, Debtor-Creditor

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Anthony Mansfield

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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Stephanie Marcantonio

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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Gregory Markel

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review For Certain Controlling Stockholder Transactions With Dual Minority Protections

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both a…more

Business Judgment Rule, Controlling Stockholders, Going-Private Transactions, Minority Shareholders, Shareholders

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Lambrina Mathews

Supreme Court Holds That Sarbanes-Oxley Whistleblower Provision Applies To Employees Of Investment Advisers And Other Private Companies

On March 4, 2013, the Supreme Court issued an opinion with broad implications for mutual funds and certain other SEC-regulated companies that conduct business through or with privately-held entities (such as investment advisers…more

Investment Adviser, Lawson v FMR, Sarbanes-Oxley, SCOTUS, SEC

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Brian McGovern

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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Moises Messulan

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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Jessica Michaels

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

See All Updates »

David Miller

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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Jed Miller

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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William Mills

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder Coercion

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a…more

Board of Directors, Controlling Stockholders, Disclosure, Due Diligence, Minority Shareholders

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Gregory Mocek

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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Peter Moll

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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Paul Mourning

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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Daniel Mulcahy

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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Anthony Nanni

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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David Neuville

A Materially Different View On Pre-deal Research Reports In Hong Kong IPOs

As financial markets globalize, particular markets have increasing opportunities to shape themselves by adopting processes, concepts and regulatory frameworks borrowed from other markets. Given their highly-developed nature,…more

Emerging Markets, Financial Analysts, Foreign Markets, Global Economy, Hong Kong

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Ryan Norfolk

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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Paul Pantano Jr

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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Gregory Patti Jr.

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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Lisa Pauquette

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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Christopher Polito

2013 FERC Report Confirms Increased Enforcement Activity

On November 21, 2013, the Federal Energy Regulatory Commission (FERC) Office of Enforcement (Enforcement) issued its 2013 Report on Enforcement (Report). The annual Report provides an overview of and statistics regarding FERC’s…more

Audits, Civil Monetary Penalty, Disgorgement, Energy Market, Enforcement Actions

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Frank Polverino

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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Michael Powell

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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Katy Preston

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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Patrick Quinn

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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Catherine Richardson

UK Budget 2014 – Key Tax Measures

Apart from personal taxation measures intended to be attractive to voters, the Budget is perhaps much less controversial than in previous years. Many of the detailed taxation provisions intended for inclusion in Finance Bill…more

International Tax Issues, Tax Reform, UK

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Sharon J. Richardson

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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Jeffrey Rotblat

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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Charles (Rick) Rule

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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Ira Schacter

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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Richard Schetman

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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Jason Schwartz

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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Jordan Schwartz

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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Eric Sega

Takeaways From Government Victories In Recent Antitrust Merger Trials

Recent government victories in the antitrust challenges to the consummated mergers of Bazaarvoice/PowerReviews and St. Luke’s/Saltzer are the latest in a string of trial successes by the Department of Justice (“DOJ”) and the…more

Antitrust Conspiracies, Antitrust Litigation, Bazaarvoice Inc, DOJ, FTC

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Martin Seidel

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder Coercion

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a…more

Board of Directors, Controlling Stockholders, Disclosure, Due Diligence, Minority Shareholders

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Casey Servais

Vitro Update: “Savings Clause” Fails to Save Vitro Subsidiaries From Involuntary Bankruptcy

Shortly after the U.S. Court of Appeals for the Fifth Circuit refused to enforce Vitro SAB’s Mexican plan of reorganization in the United States (covered here), Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern…more

Bonds, Chapter 11, Commercial Bankruptcy, Insolvency, Savings Clause

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Dean Shaffer

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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Nick Shiren

Cross-Border RTS Starts Countdown For EMIR Obligations For Non-EU Counterparties

OTC derivative contracts which have a counterparty located outside of the European Union (“EU”) may now be subject to the requirements of the European Market Infrastructure Regulation(“EMIR”)…more

EMIR, EU, Extraterritoriality Rules, Foreign Jurisdictions, OTC

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Gary Silverstein

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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Ramona Simms

European Banking Authority Publishes Final Draft Regulatory Technical Standards On Securitisation Retention Rules – Who Can Now Retain In A Managed CLO?

I. Introduction - Earlier this week, the EBA published its final draft Regulatory Technical Standards (“Draft RTS”) on securitisation retention rules and related requirements. The RTS are intended to provide greater…more

Banks, Capital Requirements, CLO, EU, MiFID

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Brett Sisto

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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Louis M. Solomon

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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Michael Stevens

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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Lary Stromfeld

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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Linda Swartz

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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Jeffrey H. Taub

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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John Thompson

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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Christopher Tierney

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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Adam Topping

Cross-Border RTS Starts Countdown For EMIR Obligations For Non-EU Counterparties

OTC derivative contracts which have a counterparty located outside of the European Union (“EU”) may now be subject to the requirements of the European Market Infrastructure Regulation(“EMIR”)…more

EMIR, EU, Extraterritoriality Rules, Foreign Jurisdictions, OTC

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James Treanor

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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Dale Chakarian Turza

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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Robert Ughetta

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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Jeremiah Wagner

Revisions To The Securitisation Framework: Second Consultative Document Published By The Basel Committee

The Basel Committee on Banking Supervision (the “Basel Committee”) has published a second Consultative Document containing revised proposals for the Basel securitisation framework (the “Revised Proposals”). The Revised Proposals…more

Banks, Basel Committee, EU, Financial Regulatory Reform, Securitization

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Kenneth Wainstein

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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Qian Wang

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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Louisa Watt

Revised LMA Standard Terms And Conditions For Par And Distressed Trade Transactions (Bank Debt/Claims) – ‘The Plainer English Version’

Background - The Loan Market Association (“LMA”) recently produced a revised version of the LMA Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims) (the “Revised Terms and…more

Banks, Debt, Lenders, Loans

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Malcolm Wattman

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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Nathan Weaver

European Banking Authority Publishes Final Draft Regulatory Technical Standards On Securitisation Retention Rules – Who Can Now Retain In A Managed CLO?

I. Introduction - Earlier this week, the EBA published its final draft Regulatory Technical Standards (“Draft RTS”) on securitisation retention rules and related requirements. The RTS are intended to provide greater…more

Banks, Capital Requirements, CLO, EU, MiFID

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Neil Weidner

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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David Williams

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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Joseph Williams

2013 FERC Report Confirms Increased Enforcement Activity

On November 21, 2013, the Federal Energy Regulatory Commission (FERC) Office of Enforcement (Enforcement) issued its 2013 Report on Enforcement (Report). The annual Report provides an overview of and statistics regarding FERC’s…more

Audits, Civil Monetary Penalty, Disgorgement, Energy Market, Enforcement Actions

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Peter Williams

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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Ryan Williams

Revised LMA Standard Terms And Conditions For Par And Distressed Trade Transactions (Bank Debt/Claims) – ‘The Plainer English Version’

Background - The Loan Market Association (“LMA”) recently produced a revised version of the LMA Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims) (the “Revised Terms and…more

Banks, Debt, Lenders, Loans

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Karen Woody

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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James Woolery

Mary Jo White and the New SEC: Implications for Boards (Quorum, March 2014)

The new Chair of the Securities and Exchange Commission, Mary Jo White, has indicated that the agency will implement new and aggressive enforcement policies, while treading lightly in its rulemaking efforts…more

Board of Directors, Compliance, Corporate Counsel, Corporate Governance, Mary Jo White

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Kristin Yohannan

The Federal Circuit Considers Petitions For Rehearing Suprema — Its Decision Defining The ITC’s Authority To Police Induced Infringement

The International Trade Commission and Cross Match Technologies Inc. requested rehearing of the December panel decision of the U.S. Court of Appeals for the Federal Circuit in Suprema Inc. and Mentalix Inc. v. U.S. International…more

Induced Infringement, Infringement, ITC, Patent Litigation, Patents

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