Cadwalader, Wickersham & Taft LLP

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: 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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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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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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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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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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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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

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

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

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

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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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2015 FERC Enforcement Report Confirms Increase in Enforcement and Audit Activity as FERC Faces Unprecedented Number of Litigated Enforcement Matters

The Federal Energy Regulatory Commission’s (“FERC”) Office of Enforcement (“Enforcement”) issued its 2015 Report on Enforcement (“Report”) on November 19, 2015. The Report summarizes FERC’s enforcement efforts during the fiscal…more

Energy Sector, Enforcement Actions, FERC, Investigations, Market Manipulation

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UK Budget 2016 – Key Tax Measures

The Chancellor of the Exchequer delivered the UK Budget for 2016 on 16 March 2016. The Budget was delivered against the backdrop of international tax developments, relating to the Organisation for Economic Co-operation and…more

Banking Sector, BEPS, Corporate Taxes, EBITDA, Federal Budget

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Securitisation: Keeping it Simple?

On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed changes…more

AIFMD, Asset-Based Lending, Banking Sector, Banks, Capital Markets

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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: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out and Undermining Special Committee Process

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for…more

Aiding and Abetting, Breach of Duty, Buy-Out Agreements, Controlling Stockholders, Corporate Counsel

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FinCEN Targets High-Value Real Estate Transactions in New York and Miami

On January 13, 2016, the Financial Crimes Enforcement Network (“FinCEN”) announced that it had issued a Geographic Targeting Order (“GTO”) which will temporarily require certain title insurance companies to report the identity…more

Bank Secrecy Act, FinCEN, GTO, Insurance Industry, Popular

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Trove of SNF Claims Data Released By CMS – Ready for Mining By Auditors and Whistleblowers

Over recent years, the Federal government has trained its sights on potential billing abuses in the Medicare Part A program for Skilled Nursing Facilities (“SNFs”) in the provision of rehabilitation therapy services. The U.S…more

CMS, False Billing, False Claims Act (FCA), Health Care Providers, Healthcare Fraud

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The Second Circuit Denies Midland’s Request For Rehearing On Its Decision That Upended Longstanding Principles of Lending Law

On August 12, 2015, the United States Court of Appeals for the Second Circuit denied Midland Funding, LLC and Midland Credit Management (collectively, “Midland”)’s petition for panel rehearing, or, in the alternative, rehearing…more

Appeals, Banking Sector, Banks, Compliance, Debt Buyers

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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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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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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FRB Requests Comments on Proposed Single-Counterparty Credit Limits

The Board of Governors of the Federal Reserve System ("FRB") has requested comments on reissued proposed rules that would establish a single-counterparty credit limits ("SCCL") for domestic and foreign bank holding companies…more

Bank Holding Company, Banking Sector, Credit, Dodd-Frank, Federal Reserve

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UK Financial Conduct Authority Issues Final Rules Concerning Whistleblowers

On October 6, 2015, the UK Financial Conduct Authority (“FCA”) issued final rules formalizing whistleblower procedures to be implemented by certain banks, building societies, credit unions, investment firms, and insurance and…more

Anti-Retaliation Provisions, Banking Sector, Banks, Credit Unions, Final Rules

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Update on the EU’s Proposed Regulation on Securitisation and its Potential Impact on US Market Participants

We discussed the European Commission’s (the “Commission”) proposal for a regulation (the “Regulation”) intended to harmonise existing EU laws applying to securitisations, including EU risk retention rules, and to create a legal…more

Capital Markets Union, Capital Requirements, EU, Risk Retention, Securitization

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OFAC Publishes Cyber-Related Sanctions Regulations

On December 31, 2015, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued regulations implementing Executive Order 13694 of April 1, 2015, which authorized the imposition of economic sanctions on…more

Cyber Attacks, Cyber Threats, Economic Sanctions, Executive Orders, OFAC

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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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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, Enforcement, FERC, High Frequency Trading, PJM

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

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

Administrative Expenses, Chapter 11, Commercial Bankruptcy, Operative Documents, Trustees

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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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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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Securitisation: Keeping it Simple?

On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed changes…more

AIFMD, Asset-Based Lending, Banking Sector, Banks, Capital Markets

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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, Energy Futures Holdings, First-Lien

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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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Bank Resolutions – Trust the Regulators, but Keep Your Powder Dry

In times of financial turbulence, politicians, regulators and the media make the case for tighter controls of the markets. However, with new regulatory powers coming in and the resulting extra layer of complexity that their…more

Banks, BRRD, Credit Default Swaps, EU, Financial Markets

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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

See All Updates »

Update on the EU’s Proposed Regulation on Securitisation and its Potential Impact on US Market Participants

We discussed the European Commission’s (the “Commission”) proposal for a regulation (the “Regulation”) intended to harmonise existing EU laws applying to securitisations, including EU risk retention rules, and to create a legal…more

Capital Markets Union, Capital Requirements, EU, Risk Retention, Securitization

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

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

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

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M&A Update | Inversions: The View from Ireland

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

Acquisitions, International Tax Issues, Ireland, Mergers, Popular

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Securitisation: Keeping it Simple?

On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed changes…more

AIFMD, Asset-Based Lending, Banking Sector, Banks, Capital Markets

See All Updates »

FinCEN Targets High-Value Real Estate Transactions in New York and Miami

On January 13, 2016, the Financial Crimes Enforcement Network (“FinCEN”) announced that it had issued a Geographic Targeting Order (“GTO”) which will temporarily require certain title insurance companies to report the identity…more

Bank Secrecy Act, FinCEN, GTO, Insurance Industry, Popular

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CFTC Adopts Final Trade Option Rule

On March 16, 2016, the Commodity Futures Trading Commission (“CFTC”) unanimously approved amendments to the rules applicable to certain physically-settled options referred to as “trade options.” This final rule substantially…more

CFTC, End-Users, Final Rules, Position Limits, Recordkeeping Requirements

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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, Energy Futures Holdings, First-Lien

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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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Important Court Decision For No-Fault Insurers -- Federal Court Rejects Argument To Limit Insurers’ Right To Seek Judicial Relief From Fraud Schemes

We are pleased to inform you of a very favorable recent caselaw development in the no-fault insurance area, in which our firm played a significant role. Specifically, on March 24, 2016, in the case of Liberty Mutual Fire…more

Declaratory Relief, Fee-Splitting, Insurance Fraud, Insurance Industry, Kickbacks

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Budget Legislation Repeals Affordable Care Act’s Automatic Enrollment Requirement for Large Employers

The Bipartisan Budget Act of 2015, Pub. L. No. 114-74, which was signed by President Obama on November 2, 2015, included a little-publicized provision that repealed the Affordable Care Act’s automatic enrollment requirement. …more

Affordable Care Act, Automatic Enrollment, Bipartisan Agreement, Bipartisan Budget, DOL

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

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

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

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OFAC Publishes Cyber-Related Sanctions Regulations

On December 31, 2015, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued regulations implementing Executive Order 13694 of April 1, 2015, which authorized the imposition of economic sanctions on…more

Cyber Attacks, Cyber Threats, Economic Sanctions, Executive Orders, OFAC

See All Updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

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 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, Energy Futures Holdings, First-Lien

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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

See All Updates »

2015 FERC Enforcement Report Confirms Increase in Enforcement and Audit Activity as FERC Faces Unprecedented Number of Litigated Enforcement Matters

The Federal Energy Regulatory Commission’s (“FERC”) Office of Enforcement (“Enforcement”) issued its 2015 Report on Enforcement (“Report”) on November 19, 2015. The Report summarizes FERC’s enforcement efforts during the fiscal…more

Energy Sector, Enforcement Actions, FERC, Investigations, Market Manipulation

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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, Energy Futures Holdings, First-Lien

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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 Targets High-Value Real Estate Transactions in New York and Miami

On January 13, 2016, the Financial Crimes Enforcement Network (“FinCEN”) announced that it had issued a Geographic Targeting Order (“GTO”) which will temporarily require certain title insurance companies to report the identity…more

Bank Secrecy Act, FinCEN, GTO, Insurance Industry, Popular

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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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2015 FERC Enforcement Report Confirms Increase in Enforcement and Audit Activity as FERC Faces Unprecedented Number of Litigated Enforcement Matters

The Federal Energy Regulatory Commission’s (“FERC”) Office of Enforcement (“Enforcement”) issued its 2015 Report on Enforcement (“Report”) on November 19, 2015. The Report summarizes FERC’s enforcement efforts during the fiscal…more

Energy Sector, Enforcement Actions, FERC, Investigations, Market Manipulation

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

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

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

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

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

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

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

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

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

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

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FTC 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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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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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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CFTC Adopts Final Trade Option Rule

On March 16, 2016, the Commodity Futures Trading Commission (“CFTC”) unanimously approved amendments to the rules applicable to certain physically-settled options referred to as “trade options.” This final rule substantially…more

CFTC, End-Users, Final Rules, Position Limits, Recordkeeping Requirements

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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

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

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

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

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

Corporate Governance, Hong Kong, IPO, SEHK

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

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

China, Foreign Investment, MOFCOM, Proposed Legislation

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

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

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

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

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

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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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Prudential Regulators Release Final Margin Rules for Swaps

On October 22, 2015, the Federal Deposit Insurance Corporation held an open meeting at which it voted to adopt: (i) final rules governing margin and capital requirements for uncleared swaps and (ii) an interim final rule to…more

Banking Sector, Banks, Basel Committee, BCBS, CFTC

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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, Energy Futures Holdings, First-Lien

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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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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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The EBA’s New Remuneration Guidelines: Expanding the Scope of the Bonus Cap

On 21 December 2015 the European Banking Authority (“EBA”) published its final guidelines on sound remuneration policies (the “Guidelines”), together with its opinion on proportionality (the “EBA Opinion”)…more

Bonuses, CRD IV Directive, EU, European Banking Authority, Final Guidance

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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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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, Energy Futures Holdings, First-Lien

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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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Budget Legislation Repeals Affordable Care Act’s Automatic Enrollment Requirement for Large Employers

The Bipartisan Budget Act of 2015, Pub. L. No. 114-74, which was signed by President Obama on November 2, 2015, included a little-publicized provision that repealed the Affordable Care Act’s automatic enrollment requirement. …more

Affordable Care Act, Automatic Enrollment, Bipartisan Agreement, Bipartisan Budget, 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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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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Before The Whistle Blows: Understanding And Addressing The Expanding Scope Of Whistleblower Protections Under Sarbanes-Oxley And Dodd-Frank

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

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

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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M&A Update: 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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Trove of SNF Claims Data Released By CMS – Ready for Mining By Auditors and Whistleblowers

Over recent years, the Federal government has trained its sights on potential billing abuses in the Medicare Part A program for Skilled Nursing Facilities (“SNFs”) in the provision of rehabilitation therapy services. The U.S…more

CMS, False Billing, False Claims Act (FCA), Health Care Providers, Healthcare Fraud

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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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SEC Focus On Expense Allocation: In the Matter of KKR

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

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

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Master Asset Vehicle II: Redemption Unwind Process

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

Canada, ERISA, 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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Long-Awaited Decision is a Mixed Result for Litigants Battling FERC Enforcement Actions in Federal Court

Individuals and organizations litigating the imposition of civil penalties by the Federal Energy Regulatory Commission (“FERC” or “Commission”) under its anti-manipulation authority in federal court received another opinion last…more

ALJ, Barclays, De Novo Standard of Review, Demand Response, Electricity

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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

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M&A Update: Broad Anti-Inversion Rules Released

On April 4, 2016, Treasury released new rules making it more difficult for some U.S. companies to invert (“Serial Inversion Regulations”), Proposed Regulations limiting the effectiveness of “earnings stripping” techniques…more

Corporate Taxes, Foreign Corporations, Inversion, Tax Evasion, U.S. Treasury

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

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

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

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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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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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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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FinCEN Targets High-Value Real Estate Transactions in New York and Miami

On January 13, 2016, the Financial Crimes Enforcement Network (“FinCEN”) announced that it had issued a Geographic Targeting Order (“GTO”) which will temporarily require certain title insurance companies to report the identity…more

Bank Secrecy Act, FinCEN, GTO, Insurance Industry, Popular

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Clarifying Amendments to the Nonprofit Revitalization Act Signed Into Law

On December 11, 2015, Governor Cuomo signed into law Chapter 555 of the Laws of New York of 2015 (Assemb. Bill 8118-B/Sen. Bill 5868-A) making certain “clarifying amendments,” effective immediately,to provisions of the New York…more

Affiliates, Committee Meetings, Independent Directors, Non-Profits, Whistleblowers

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

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

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

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

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

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

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Important Court Decision For No-Fault Insurers -- Federal Court Rejects Argument To Limit Insurers’ Right To Seek Judicial Relief From Fraud Schemes

We are pleased to inform you of a very favorable recent caselaw development in the no-fault insurance area, in which our firm played a significant role. Specifically, on March 24, 2016, in the case of Liberty Mutual Fire…more

Declaratory Relief, Fee-Splitting, Insurance Fraud, Insurance Industry, Kickbacks

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

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

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

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

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

China, Debt Securities, RMB Bonds

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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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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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FERC And CFTC Reach Agreement On Information Sharing And Jurisdiction

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

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

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M&A Update: Treasury Announces Second Anti-Inversion Notice

On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S…more

Corporate Restructuring, Inversion, Inverted Domestic Corporations, Tax Benefits, Tax-Residency Certificate

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

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

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

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Long-Awaited Decision is a Mixed Result for Litigants Battling FERC Enforcement Actions in Federal Court

Individuals and organizations litigating the imposition of civil penalties by the Federal Energy Regulatory Commission (“FERC” or “Commission”) under its anti-manipulation authority in federal court received another opinion last…more

ALJ, Barclays, De Novo Standard of Review, Demand Response, Electricity

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

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

Board of Directors, Quorum, Shareholders

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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U.S. DOE Disclaims Jurisdiction Over Canadian Gas and Authorizes LNG Exports to Non-FTA Nations From Bear Head LNG Project

On February 5, 2016, the U.S. Department of Energy’s Office of Fossil Energy (“DOE/FE”) issued two orders to Bear Head LNG Corporation and Bear Head LNG (USA), LLC (together, “Bear Head LNG”), formally announcing DOE’s…more

Canada, DOE, Export Controls, Imports, Liquid Natural Gas

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

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

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

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

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

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

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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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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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

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

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

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UK Financial Conduct Authority Issues Final Rules Concerning Whistleblowers

On October 6, 2015, the UK Financial Conduct Authority (“FCA”) issued final rules formalizing whistleblower procedures to be implemented by certain banks, building societies, credit unions, investment firms, and insurance and…more

Anti-Retaliation Provisions, Banking Sector, Banks, Credit Unions, Final Rules

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Update on the EU’s Proposed Regulation on Securitisation and its Potential Impact on US Market Participants

We discussed the European Commission’s (the “Commission”) proposal for a regulation (the “Regulation”) intended to harmonise existing EU laws applying to securitisations, including EU risk retention rules, and to create a legal…more

Capital Markets Union, Capital Requirements, EU, Risk Retention, Securitization

See All Updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

The EBA’s New Remuneration Guidelines: Expanding the Scope of the Bonus Cap

On 21 December 2015 the European Banking Authority (“EBA”) published its final guidelines on sound remuneration policies (the “Guidelines”), together with its opinion on proportionality (the “EBA Opinion”)…more

Bonuses, CRD IV Directive, EU, European Banking Authority, Final Guidance

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U.S. DOE Disclaims Jurisdiction Over Canadian Gas and Authorizes LNG Exports to Non-FTA Nations From Bear Head LNG Project

On February 5, 2016, the U.S. Department of Energy’s Office of Fossil Energy (“DOE/FE”) issued two orders to Bear Head LNG Corporation and Bear Head LNG (USA), LLC (together, “Bear Head LNG”), formally announcing DOE’s…more

Canada, DOE, Export Controls, Imports, Liquid Natural Gas

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

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New Jersey Appeals Court Interprets Force Majeure Clause In NAESB

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

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

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UK Budget 2016 – Key Tax Measures

The Chancellor of the Exchequer delivered the UK Budget for 2016 on 16 March 2016. The Budget was delivered against the backdrop of international tax developments, relating to the Organisation for Economic Co-operation and…more

Banking Sector, BEPS, Corporate Taxes, EBITDA, Federal Budget

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

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

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

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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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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 »

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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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

See All Updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

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M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through…more

Appraisal, Controlling Stockholders, Fair Value Standard, Merger Agreements, Private Equity Funds

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

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

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

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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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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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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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Illinois Court Strikes Down Chicago Pension Reforms, Deepening City's Financial Crisis

On July 24, 2015, Judge Rita M. Novak of the Circuit Court of Cook County, Illinois struck down recently enacted legislation designed to shore up two of the City of Chicago’s severely underfunded pension plans by, among other…more

Chapter 9, City of Chicago, IL Supreme Court, Municipal Bankruptcy, Pension Reform

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

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

Enforcement, FTC, Healthcare

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

Bank Resolutions – Trust the Regulators, but Keep Your Powder Dry

In times of financial turbulence, politicians, regulators and the media make the case for tighter controls of the markets. However, with new regulatory powers coming in and the resulting extra layer of complexity that their…more

Banks, BRRD, Credit Default Swaps, EU, Financial Markets

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

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

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

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

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

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

See All Updates »

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

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

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

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

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

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

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

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

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Illinois Court Strikes Down Chicago Pension Reforms, Deepening City's Financial Crisis

On July 24, 2015, Judge Rita M. Novak of the Circuit Court of Cook County, Illinois struck down recently enacted legislation designed to shore up two of the City of Chicago’s severely underfunded pension plans by, among other…more

Chapter 9, City of Chicago, IL Supreme Court, Municipal Bankruptcy, Pension Reform

See All Updates »

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

See All Updates »

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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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

See All Updates »

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, Unions

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Lehman Bankruptcy Court Issues Safe Harbor Decision

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

Commercial Bankruptcy, Lehman Brothers, Safe Harbors, Swap Agreements

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

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

Facebook, Investors, Netflix, Public Disclosure, Reed Hastings

See All Updates »

Update on the EU’s Proposed Regulation on Securitisation and its Potential Impact on US Market Participants

We discussed the European Commission’s (the “Commission”) proposal for a regulation (the “Regulation”) intended to harmonise existing EU laws applying to securitisations, including EU risk retention rules, and to create a legal…more

Capital Markets Union, Capital Requirements, EU, Risk Retention, Securitization

See All Updates »

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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REMIT Update – Data Reporting and Enforcement Activities

As 2016 begins, energy market participants must prepare for the second and final phase of data reporting under the EU Regulation on wholesale energy market integrity and transparency (“REMIT”). Moreover, the EU Agency for the…more

Data-Sharing, Energy Sector, EU, REMIT, Reporting Requirements

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OFAC Publishes Cyber-Related Sanctions Regulations

On December 31, 2015, the Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) issued regulations implementing Executive Order 13694 of April 1, 2015, which authorized the imposition of economic sanctions on…more

Cyber Attacks, Cyber Threats, Economic Sanctions, Executive Orders, OFAC

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Long-Awaited Decision is a Mixed Result for Litigants Battling FERC Enforcement Actions in Federal Court

Individuals and organizations litigating the imposition of civil penalties by the Federal Energy Regulatory Commission (“FERC” or “Commission”) under its anti-manipulation authority in federal court received another opinion last…more

ALJ, Barclays, De Novo Standard of Review, Demand Response, Electricity

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

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

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

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

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

CFIUS, Compliance, Foreign Investment, Investigations

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

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

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

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

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

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

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

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The EBA’s New Remuneration Guidelines: Expanding the Scope of the Bonus Cap

On 21 December 2015 the European Banking Authority (“EBA”) published its final guidelines on sound remuneration policies (the “Guidelines”), together with its opinion on proportionality (the “EBA Opinion”)…more

Bonuses, CRD IV Directive, EU, European Banking Authority, Final Guidance

See All Updates »

President Obama Signs Cybersecurity Act of 2015 to Encourage Cybersecurity Information Sharing

On December 18, 2015, President Obama signed into law a $1.1 trillion omnibus spending bill that contained the Cybersecurity Act of 2015 (the “Act”), a compromise bill based on competing cybersecurity information sharing bills…more

Cyber Threats, Cybersecurity, Information Sharing, New Legislation, Popular

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

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

Clinical Trials, Patent Infringement, Patents, Prior User, Public Use

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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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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

M&A Update: Treasury Announces Second Anti-Inversion Notice

On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S…more

Corporate Restructuring, Inversion, Inverted Domestic Corporations, Tax Benefits, Tax-Residency Certificate

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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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FRB Requests Comments on Proposed Single-Counterparty Credit Limits

The Board of Governors of the Federal Reserve System ("FRB") has requested comments on reissued proposed rules that would establish a single-counterparty credit limits ("SCCL") for domestic and foreign bank holding companies…more

Bank Holding Company, Banking Sector, Credit, Dodd-Frank, Federal Reserve

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

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

Banking Sector, Basel Committee, Final Rules, Securitization Market

See All Updates »

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

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

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

See All Updates »

FERC Orders Evidentiary Hearing For Alleged Market Manipulation By BP

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

Evidentiary Hearings, FERC, Market Manipulation

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Final Credit Risk Retention Requirements for Asset-Backed Securities Transactions

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

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

See All Updates »

Cyprus: Time To Trade?

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

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

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

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

Anti-Corruption, Audits, Bribery, Compliance, DOJ

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M&A Update | Inversions: The View from Ireland

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

Acquisitions, International Tax Issues, Ireland, Mergers, Popular

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

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

China, Debt Securities, RMB Bonds

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

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

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

See All Updates »

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

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

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

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SEC Issues Guidance for Shorter Debt Tender Offers

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

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

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Contact

One World Financial Center
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Contact: Claudia Freeman

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Areas of Practice
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400+ Attorneys

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