Dechert LLP

Myriad's Possible Impact on Patent Eligibility of Isolated Non-DNA Chemical Substances

Over a century ago, in the famous Parke-Davis adrenaline patent infringement case, Judge Learned Hand articulated what many consider the origin of the legal premise that isolated components or purified extracts of natural…more

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

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Effect of Recent New York City Amendments May Limit Brokers and Advisers in Conducting Credit and Background Checks on Potential Employees

The New York City Council recently passed two amendments to the New York City Human Rights Law that are likely to substantially affect the manner in which firms in New York City may evaluate the qualifications and background of…more

Background Checks, Broker-Dealer, Brokers, Credit Checks, Criminal Background Checks

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SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is significant…more

Acquisitions, Broker-Dealer, Disgorgement, Enforcement Actions, Investment Adviser

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Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN is…more

Administrative Appeals, Articles of Incorporation, Board of Directors, Bylaws, Conflicts of Interest

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UK Hotels Outlook: Summer 2016 and Beyond

UK hotels remain most popular in Europe - London remains the top destination for hotel investment in Europe, according to a survey of senior hospitality figures, beating Barcelona and Madrid into joint second place…more

Foreign Investment, Hospitality Industry, Hotels, Investment Funds, UK

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Another Step Towards the Implementation of the “Unitary Patent Package”

The Court of Justice of the European Union on 5 May 2015, in cases C-146/13 and C-147/13, has followed Advocate General Yves Bot’s opinion and dismissed, as expected, the Kingdom of Spain’s actions against the Regulations…more

Dismissals, EU, Spain, Unitary Patent

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Investment Funds Update - Europe - Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - September 2016 - Issue 7: United Kingdom

FCA Chief Executive Comments on FCA Mission and Brexit - The FCA has published a speech by Andrew Bailey, FCA Chief Executive, at the FCA's 2016 annual public meeting on 19 July 2016. Mr Bailey stated that the FCA is…more

Collective Investment Schemes, EU, Financial Conduct Authority (FCA), Financial Markets, Financial Sector

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The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A transactions…more

Acquisition Agreements, Antitrust Provisions, Capital Markets, EU, Financial Institutions

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Implications of Madden v. Midland Funding

In earlier client OnPoints, we have provided a comprehensive review of recent developments in the U.S. affecting the marketplace lending industry, including the potentially far-reaching Madden v. Midland Funding, LLC case from…more

Banking Sector, Borrowers, Comptroller, Debt Buyers, Interest Rates

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Investment Funds Update - Europe - Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - September 2016 - Issue 7: United Kingdom

FCA Chief Executive Comments on FCA Mission and Brexit - The FCA has published a speech by Andrew Bailey, FCA Chief Executive, at the FCA's 2016 annual public meeting on 19 July 2016. Mr Bailey stated that the FCA is…more

Collective Investment Schemes, EU, Financial Conduct Authority (FCA), Financial Markets, Financial Sector

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Real World - An Update from Dechert's London Finance and Real Estate Group July 2015: Construction Update: The CDM 2015

The Construction (Design and Management) Regulations 2015 (“CDM 2015”) came into force on 6 April 2015 and replace the Construction (Design and Management) Regulations 2007. The CDM 2015 are intended to ensure that construction…more

Construction Industry, Construction Project, UK, Workplace Safety

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Partnership Audits of Private Equity Firms on the Rise

There has been buzz in the tax and private equity communities about the rise in audits of private equity firms by the Internal Revenue Service (“IRS”). This has been fueled by the restructuring of the IRS’ Large Business &…more

Audits, Bipartisan Budget, Business Taxes, IRS, Management Fees

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English High Court considers co-existence provisions under German and English law

In two recent IP decisions in the English High Court, the interpretation of a settlement agreement and a co-existence agreement have been carefully considered. In DKH Retail and Others v SRG Apparel Plc and Others, English law…more

Choice-of-Law, Contract Formation, Germany, Intent of the Parties, Jurisdiction

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Pay-to-Play: FINRA Requests SEC Approval of Proposal to Regulate Political Contributions

The Securities and Exchange Commission (“SEC”) recently published for comments rules proposed by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”) to regulate…more

Broker-Dealer, Compensation, Disgorgement, FINRA, Government Entities

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Reining In Overbroad Criminal Subpoenas – Is Some Relief In Sight?

In the wake of the national financial crisis, both the U.S. Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) publicly committed themselves to enhanced enforcement of federal financial laws…more

Criminal Prosecution, DOJ, SEC, Subpoenas

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SEC Staff Issues No-Action Relief on Auditor Independence and the “Loan Provision”

The U.S. Securities and Exchange Commission’s Division of Investment Management (the “SEC Staff”) last night issued a no-action letter (the “Relief”) to Fidelity Management and Research Company that provides guidance to…more

Auditors, Investment Adviser, No-Action Relief, Regulation S-K, SEC

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CFPB Outlines New Proposals For Third Party Consumer Debt Collection

The Consumer Financial Protection Bureau (CFPB) in the U.S. published an outline of proposals on July 28, 2016 to govern consumer debt collection by debt collectors including third-party collection agencies, debt buyers,…more

Burden of Proof, CFPB, Debt Buyers, Debt Collection, Debt Collectors

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CIS Legal Updates - May 2013: Litigation Updates

Recent rulings by Russia’s Supreme Arbitrazh (Commercial) Court (SAC) have clarified dispute resolution procedural issues in Russian courts. In particular, the following resolutions were adopted..…more

Broadcasting, Dispute Resolution, Judicial Proceedings, Media, Summary Judgment

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SEC Issues Interpretive Letter on Proposed Applicable Margin Reset Mechanism

The staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued an interpretive letter (the “Interpretive Letter”) to Sancus Capital Management LP and its affiliates (“Sancus…more

Collateralized Loan Obligations, Financial Markets, Financial Sector, Interpretive Letters, SEC

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CMBS Issuer wins negligence claim against valuer in English High Court

In a judgement of major significance for the commercial mortgage backed securities (CMBS) market, the High Court has ordered a negligent valuer to pay €32 million damages to a CMBS issuer. This is the first time a CMBS-related…more

Asset Valuations, Credit Suisse, Mortgage-Backed Securities, Negligence

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European Commission and CFTC Publish Announcement on EU/US Clearing Equivalence

The European Commission and the U.S. Commodity Futures Trading Commission (“CFTC”) announced a “common approach for transatlantic CCPs” on 10 February 2016. Under this “common approach,” the European Commission has pledged to…more

CCPs, CFTC, EMIR, EU, European Commission

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With Dismissal of Another Set of Major High-Frequency Trading Suits, Litigation Risk From Providing Fast Data and Other Services to High-Frequency Traders Fades

Judge Furman of the SDNY Dismisses Claims Against Major Exchanges and Barclays, Holding That Facilitating HFT Does Not Constitute Actionable Market Manipulation - Judge Jesse Furman of the United States District Court for…more

Barclays, Dark Pool, Dismissals, Failure To State A Claim, High Frequency Trading

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SEC Continues to Target Employer Agreements Restricting Whistleblower Rights

The U.S. Securities and Exchange Commission (“SEC” or the “Commission”) recently announced the settlement of two cease-and-desist proceedings against employers alleged to have unlawfully restricted employees’ rights to engage in…more

Cease and Desist, Confidentiality Agreements, Dodd-Frank, Enforcement Actions, Fines

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A Flexible Capital Raise: Shelf Registration Statements For Closed-End Funds

Exchange-listed closed-end investment companies (closed-end funds) have historically faced challenges in raising additional capital after their initial public offering (IPO) due to the structure of such funds and certain…more

Financial Regulatory Reform, IPO, NAV, SEC, Securities Act of 1933

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Global Private Equity Newsletter - Winter 2016 Edition: Riding the BDC Consolidation Wave

The past 18 months have seen a wave of consolidation among business development companies (“BDCs”). Oak Hill Advisors, L.P. took over the advisory role for NGP Capital Resources Company (now OHA Investment Corporation) after the…more

Acquisitions, Business Development Companies, Industry Consolidation, Interest Rates, Investment Adviser

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Proposed U.S. Federal Reserve Board Rule’s Impact on Buy-Side Remedies in QFCs with Global Systemically Important Banking Organizations and their Affiliates

The Board of Governors of the U.S. Federal Reserve System (Board) recently proposed a rule (Proposed Rule) that will impact parties to any “qualified financial contract” (QFC), as described below, with a global systemically…more

FDIC, Federal Reserve, G-SIB, Proposed Regulation, Qualified Financial Contracts (QFC)

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Tough New EU-Wide Cybersecurity Rules in Prospect: The Network and Information Security Directive

Two-thirds of large UK companies have come under cyber attack in the past year, according to the UK Government, and a quarter have been attacked at least once a month. But only half have taken any recommended actions to address…more

Cybersecurity, Data Breach, Digital Service Providers, EU, European Commission

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ESMA Lends Support for a Harmonised European Framework for Loan Origination Funds

The European Securities and Markets Authority (“ESMA”) published its opinion on 11 April 2016 on the necessary elements for a harmonised European framework for loan origination by funds (the “Opinion”). The Opinion is issued to…more

EU, European Commission, European Securities and Markets Authority (ESMA), Investment Funds, Loan Origination Funds

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2014 CREFC High Yield Distressed Debt Summit

Earlier this month, I and a few of my colleagues here at Dechert attended CREFC’s 2014 High Yield Distressed Realty Assets Summit. The general sentiment of optimism and exuberance for 2014 felt in Miami was not as palpable at…more

Debt, Distressed Asset Stabilization Program

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Changes to EU Privacy Law: the General Data Protection Regulation

On 27 April 2016, following a prolonged legislative process over some four years, the European Council and Parliament finally adopted a new data protection law: the General Data Protection Regulation (GDPR). The GDPR was first…more

Amended Regulation, Data Protection Authority, EU, General Data Protection Regulation (GDPR), International Data Transfers

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Risk and Rewards of CRE-CLO and CLO Securitizations: Navigating the Capital Markets

More than 100 senior executives participated in Dechert’s Risk and Rewards of CRE-CLO and CLO Securitizations: Navigating the Capital Markets seminar.  The half day event, supported by  CRE Finance Council (CREFC) and the Loan…more

Collateralized Loan Obligations, Professional Conferences, Risk Retention, Securitization

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Sentencing of Keys, Responsible for 2010 LA Times Data Breach, Should Remind Companies to Fortify Cybersecurity and Plan Response to Breaches

A federal judge in California recently sentenced a former employee of KTXL Fox40, a Tribune Company-owned television station, to two years in prison for three felony convictions relating to his assistance to the “hacktivist”…more

Activist, Criminal Prosecution, Cyber Attacks, Cyber Crimes, Data Breach

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U.S. Government Issues Guidance to Reassure U.S. Banks Involved in Foreign Correspondent Relationships

The U.S. Department of the Treasury, together with other U.S. government agencies responsible for enforcing anti-money laundering (AML) and economic sanctions regulations, released guidance on August 30, 2016 in the form of a…more

Anti-Money Laundering, Compliance, Depository Institutions, Due Diligence, Economic Sanctions

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The Supreme Court of Pennsylvania in Butler Affirms the Long-Standing Dunham Rule and Brings Certainty to Marcellus Shale Natural Gas Rights

The Supreme Court of Pennsylvania in Butler v. Charles Powers Estate1 unanimously reversed the ruling of the Superior Court which held that an evidentiary hearing “complete with expert, scientific testimony” is necessary to…more

Dunham Rule, Expert Testimony, Marcellus Shale, Minerals, Natural Gas

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Representation and Warranty Insurance: No Longer Optional - Deal Terms and Trends - Summer 2015

Representation and warranty insurance (R&WI) has become an integral component of the M&A landscape and is here to stay. The data speaks for itself: in 2014, more than 700 U.S. R&WI policies were issued, which was double the…more

Acquisitions, Buyers, Commercial Insurance Policies, Escrow Accounts, Indemnification

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Preparing For and Responding To Data Breaches (Presentation)

While companies may be aware of the threats posed to their businesses by a data breach, they should also have a concrete plan in place so that they can respond effectively should one occur. In a recent webinar, attorneys from…more

Cyber Insurance, Cybersecurity, Data Breach, FTC, HIPAA

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Iceland Foods Limited v Castlebrook Holdings Limited – lease term and rent on an unopposed lease renewal

The recent decision in Iceland Foods Limited v Castlebrook Holdings Limited provides a rare insight into the considerations of the court when determining the length of term and annual rent on a 1954 Act lease renewal. The…more

Commercial Leases, Grocery Stores, UK

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Starting a Hedge Fund: A Review of 2014 and Themes for 2015 and Beyond

Introduction - This is a follow up to our recent publication on Starting a Hedge Fund in 2015 and provides an overview of our thoughts on the start-up market in 2014 and themes for 2015 and beyond…more

Fund Managers, Hedge Funds, Investment Funds, Popular, Startups

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Recent Action Highlights SEC’s Continuing Scrutiny of Private Equity Firms

A settled enforcement action announced by the U.S. Securities and Exchange Commission (SEC) on November 3, 2015 is but one in a growing list of SEC settlements concerning the allocation and disclosure of fees and expenses by…more

Conflicts of Interest, Disclosure Requirements, Dodd-Frank, Enforcement Actions, Private Equity Firms

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SEC Staff Issues No-Action Relief on Auditor Independence and the “Loan Provision”

The U.S. Securities and Exchange Commission’s Division of Investment Management (the “SEC Staff”) last night issued a no-action letter (the “Relief”) to Fidelity Management and Research Company that provides guidance to…more

Auditors, Investment Adviser, No-Action Relief, Regulation S-K, SEC

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MetLife Opinion Turns the Tables on FSOC: Back to the Drawing Board

U.S. District Court Judge Rosemary Collyer recently released her opinion invalidating the decision of the Financial Stability Oversight Council (FSOC or the Council) to designate MetLife a systemically important financial…more

Administrative Procedure Act, Arbitrary and Capricious, FSOC, Liquidation, MetLife

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Financial Services Quarterly Report - Second Quarter 2016: Does the Supreme Court’s Dudenhoeffer Decision under ERISA do “More Harm than Good” for “Stock Drop” Plaintiffs?

Earlier this year, the U.S. Supreme Court decided the case of Amgen v. Harris, in which the Court revisited and clarified its 2014 holding in Dudenhoeffer v. Fifth Third Bancorp.2 Both cases concern the application of a…more

Amgen, Amgen v Harris, Breach of Duty, Class Action, Duty of Prudence

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Global Private Equity Newsletter - Spring 2016 Edition: Russian Competition Law Update: Impact on M&A and Joint Ventures in Russia

A new version of the Russian Competition Law amended by the so-called ‘fourth antimonopoly package’ (the “275 Law”) came into effect on January 5, 2016 (except for certain minor provisions with an earlier effective date). The…more

Acquisitions, Competition Authorities, Joint Venture, Mergers, Russia

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Global Private Equity Newsletter - Spring 2016 Edition: Acquisitions by Non-EU Buyers of German Targets May Require Special Regulatory Review or Approval

Regulatory filing and pre clearance requirements under merger control laws are well understood and, except where the merger parties have significant business overlap, rarely impede closing. However, another German regulatory…more

Acquisitions, Foreign Equity Securities, Foreign Trade Regulations, Germany, Merger Controls

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FHA Issues Final Guidelines on PACE Assessments

The U.S. Federal Housing Administration (FHA) issued final guidance in the form of Mortgagee Letter 2016-11 regarding the subordination of Property Assessed Clean Energy (PACE) assessments on Tuesday, July 19, 2016. As…more

Appraisal, CFPB, Default, Federal Housing Administration (FHA), FHA Loans

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Bullying in the workplace in France, Germany, Russia, the UK and the USA

There are important differences between the approaches that different countries take to address the issue of workplace bullying. This OnPoint provides an overview of the approaches taken in France, Germany, Russia, the UK and…more

Employer Liability Issues, Employment Discrimination, France, Germany, Harassment

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UK Hotels Outlook: Summer 2016 and Beyond

UK hotels remain most popular in Europe - London remains the top destination for hotel investment in Europe, according to a survey of senior hospitality figures, beating Barcelona and Madrid into joint second place…more

Foreign Investment, Hospitality Industry, Hotels, Investment Funds, UK

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Financial Services Quarterly Report - First Quarter 2016: Lessons for PE Managers from the SEC’s Ongoing Scrutiny of Private Equity Funds

A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act). Since…more

Conflicts of Interest, Disclosure Requirements, Dodd-Frank, Enforcement Actions, Financial Services Industry

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Nasdaq Proposed Shareholder Approval Rules Update

Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the shareholder…more

Change of Control, Nasdaq, Private Placements, Public Comment, Publicly-Traded Companies

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Investment Funds Update - Europe - Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - September 2016 - Issue 7: Ireland

Central Bank Personnel Update - The Central Bank of Ireland (the “CBI”) announced that Gareth Murphy, Director of Markets Supervision, has resigned his position on 22 August 2016. He will remain with the CBI until November…more

Banking Sector, Central Bank of Ireland, Investment Funds, Ireland

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England and Wales: Upcoming Changes to UK Family-Friendly Rights

The next year brings some major changes to family-friendly rights in the UK. Shared system of parental leave and pay - The current position in the UK is that: Mothers are entitled to up to 52 weeks of…more

Employee Rights, Parental Leave, UK

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Final US Treasury Regulations Provide Additional Flexibility in Determining the Tax Implications of Money Market Fund Share Transactions

Final U.S. Treasury regulations under Section 446 of the Internal Revenue Code of 1986, as amended (the “Code’), providing for the use of the net asset value (“NAV”) accounting method for transactions in money market fund…more

Accounting Methods, Excise Tax, Final Rules, Floating NAV, Income Taxes

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Financial Services Quarterly Report - Second Quarter 2015: Is the Long Wait Worth it? European Long-Term Investment Funds (ELTIFs) Finally Take Shape

The long-awaited European regulation on European long-term investment funds (ELTIF Regulation) was finally published in the Official Journal of the EU on May 19, 2015. The ELTIF Regulation will offer fund managers a new label…more

AIFM, Asset Diversification, Asset Management, Capital Assets, Distribution Rules

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Coming to a Hotel Near You: The Starwood-Marriott Merger

It seems fitting that Marriott’s upcoming acquisition of Starwood Hotels & Resorts (creating one of the largest hotel companies in the world) is anticipated to occur during the prime summer vacation season. The combined company…more

Breach of Contract, Corporate Financing, Franchise Agreements, Hotel Management Agreements, Hotels

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CLO Market Update: S&P Recovery Ratings, More’s the Merrier

While leveraged loan ETF and money market funds face an unsteady near-term future amidst ongoing retail investor outflow, the CLO market is rolling towards its busiest year ever. With year-to-date global issuance at…more

Collateralized Loan Obligations, ETFs, Money Market Funds, S&P, Volcker Rule

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Final Credit Risk Retention Rules Adopted for Asset Backed Securities and Residential Mortgage Backed Securities

The Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency, Department of Housing and Urban Development, Federal Housing Finance Agency, and Securities…more

Asset-Backed Securities, Compliance, Dodd-Frank, FDIC, Federal Reserve

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The Brave New Fiduciary World Has Arrived – The DOL Tries to Find a More Ideal Balance in the Final “Investment Advice” Rules

The U.S. Department of Labor (the “DOL”) on April 6, 2016 released the final version of its “investment advice” regulation and accompanying prohibited transaction exemptions, a highly-anticipated milestone that is the…more

Benefit Plan Sponsors, Best Interest Contract Exemptions, Brokers, Conflicts of Interest, DOL

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Consideration for Covenants

The recent UK High Court decision in Re-use Collections Limited v Sendall & May Glass Recycling Ltd, highlights to employers that new restrictive covenants will not be enforceable against employees unless substantial…more

Consideration, Employment Contract, Restrictive Covenants, UK

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Gender Pay Reporting – New Regulations to Apply to Large UK Employers from October 2016

The Government published draft regulations on 12 February 2016, which will require employers with 250 or more “relevant employees” to report annually on their gender pay gap. The consultation period in respect of the draft…more

Corporate Counsel, Gender-Based Pay Discrimination, Pay Gap, Reporting Requirements, UK

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Congress Eliminates Annual Privacy Notice Requirement for Certain Financial Institutions

President Obama signed into law on December 4, 2015 a bill that amended Section 503 in Title V of the Gramm-Leach-Bliley Act (G-L-B Act), with the result that financial institutions – including investment companies and…more

Financial Institutions, Gramm-Leach-Blilely Act, Notification Requirements, Privacy Notice Rule, Shareholders

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The New DOL Fiduciary Rule: Impact on Mutual Fund Distribution

The Department of Labor (DOL) has issued the final version of its “investment advice” regulation (Final Rule), which is widely expected to impact significantly the financial services industry, including registered investment…more

401k, Best Interest Contract Exemptions, Broker-Dealer, Distribution Rules, DOL

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Proposed Treasury Regulations Regarding Valuation Discounts for Transfers of Family-Controlled Entities, if Enacted, Would Apply More Broadly than Anticipated

After years of anticipation, the U.S. IRS recently issued Proposed Treasury Regulations that would, if enacted in their current form, substantially eliminate most valuation discounts for family-controlled entities and result in…more

Business Succession, Business Valuations, Closely Held Businesses, Comment Period, Estate Planning

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The Brave New Fiduciary World Has Arrived – The DOL Tries to Find a More Ideal Balance in the Final “Investment Advice” Rules

The U.S. Department of Labor (the “DOL”) on April 6, 2016 released the final version of its “investment advice” regulation and accompanying prohibited transaction exemptions, a highly-anticipated milestone that is the…more

Benefit Plan Sponsors, Best Interest Contract Exemptions, Brokers, Conflicts of Interest, DOL

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The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A transactions…more

Acquisition Agreements, Antitrust Provisions, Capital Markets, EU, Financial Institutions

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Political Contributions to the Donald J. Trump Presidential Campaign Might Adversely Affect Advisers That Have or Are Seeking Business with Indiana Public Pension Plans

Last week, Donald J. Trump, the Republican nominee for U.S. president, selected Governor Mike R. Pence of Indiana as his running mate for vice president. The selection of Governor Pence might have implications under the SEC’s…more

Broker-Dealer, Donald Trump, Investment Adviser, Municipal Advisers, Pay-To-Play

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United States to Receive $38 billion RFQII Quota for Investments in China

The quota allocation – the first of its kind awarded to the United States – was announced on June 7, 2016 by Yi Gang, Deputy Governor of the People’s Bank of China, the country’s central bank. This represents an apparent effort…more

Asset Management, China, Foreign Investment, RQFII

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The Marketplace Lending Industry Sneezes and Securitization Catches a Cold – Bad Law in the Madden Decision

For the past year or so, Dechert has been keeping a close eye on the marketplace lending industry and the tension between innovation, which portends the development of an entirely new non-banking financial space, and the…more

Consumer Bankruptcy, Madden v Midland Funding, Non-Bank Lenders, Online Marketplace Lending, Preemption

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SEC Staff Publishes its Views on Oversight of Certain Payments to Financial Intermediaries

The staff of the U.S. Securities and Exchange Commission (SEC) Division of Investment Management (Staff) published a Guidance Update on January 6, 2016 related to mutual fund distribution and sub-accounting fees. In the Guidance…more

Federal Rule 12(b)(1), Fees, Investment Company Act of 1940, Investment Management, Mutual Funds

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Special High Court Procedures Proposed for Financial Markets Disputes

In July 2014, the Lord Chief Justice of England and Wales announced plans to closely review what can be done to meet the needs of court users in financial cases to ensure that the Courts “are providing… what the markets require…more

Commercial Court, Dispute Resolution, Financial Markets, Rules of Civil Procedure, UK

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U.S. Supreme Court Limits ERISA Plan’s Subrogation Rights Where Participants Have Dissipated Funds Recovered from Third Parties – A New “Use It Or Lose It" Rule?

Over the years, the U.S. Supreme Court from time to time has explored the scope of equitable relief available under the Employee Retirement Income Security Act of 1974 (“ERISA”) in circumstances where an employee benefit plan or…more

Employee Benefits, Equitable Relief, ERISA, Medical Expenses, Medical Liens

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Private Equity Newsletter - Summer 2015 Edition: Indian Private Equity: Taxation and Trends

With a new government at India’s center and positive macroeconomic fundamentals working in its favor, the private equity industry is expected to invest more actively into India over the short to medium term. In the past year,…more

Alternative Investment Funds, Corporate Taxes, Fund Managers, India, Private Equity

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Dispositions légales et jurisprudence incontournables du 1er semestre 2015 en matière de droit social en France - Juillet 2015; A Legal Update from Labor & Employment Practice Group – Paris July 2015

Vous avez peut être manqué certains développements récents… Cette lettre d’information rassemble quelques évolutions majeures du premier semestre 2015 en France en droit du travail. Les demandes de dommages et intérêts…more

Burden of Proof, Cell Phones, Employee Privacy Rights, Employment Contract, France

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The Brave New Fiduciary World Has Arrived – The DOL Tries to Find a More Ideal Balance in the Final “Investment Advice” Rules

The U.S. Department of Labor (the “DOL”) on April 6, 2016 released the final version of its “investment advice” regulation and accompanying prohibited transaction exemptions, a highly-anticipated milestone that is the…more

Benefit Plan Sponsors, Best Interest Contract Exemptions, Brokers, Conflicts of Interest, DOL

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Overview of the 2016 SIAC Rules

The sixth edition of the arbitration rules of the Singapore International Arbitration Centre (SIAC) entered into force on 1 August 2016. To mark the occasion we provide this client briefing on the key features of the new…more

Arbitration Procedural Rules, Dismissals, Expedited Actions Process, International Arbitration, Joinder

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SEC Charges Private Equity Adviser for Unregistered Brokerage Activity

The U.S. Securities and Exchange Commission (SEC) on June 1, 2016 announced a settled enforcement action against a private equity fund manager (Adviser) for acting as a broker-dealer without registering. The case is significant…more

Acquisitions, Broker-Dealer, Disgorgement, Enforcement Actions, Investment Adviser

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Financial Services Quarterly Report - Second Quarter 2016: MiFID II: Key Considerations for Asset Managers

The Council of the European Union on 13 May 2014 formally endorsed a new regulatory regime that will replace the current Markets in Financial Instruments Directive (MiFID), which has been in force since 2007. The new…more

AIFMD, Asset Management, Commodities, Cross-Border Transactions, Derivatives

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SEC Charges Private Equity Fund Adviser with Misallocating Expenses between Portfolio Companies

The U.S. Securities and Exchange Commission (SEC or Commission) issued a cease and desist order on September 22, 2014 (Order) against private equity fund adviser Lincolnshire Management, Inc. (Lincolnshire). The Order alleged…more

Cease and Desist Orders, Investment Adviser, Investment Advisers Act of 1940, Misallocation of Funds, OCIE

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SEC IM Staff Issues Guidance Update on Mixed and Shared Funding

The staff of the U.S. Securities and Exchange Commission Division of Investment Management (Staff) has issued an IM Guidance Update regarding mixed and shared funding (Guidance Update). In the Guidance Update, the Staff…more

Exemptive Relief, Guidance Update, Investment Funds, SEC

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CLO Update: New FDIC Rules on "Higher Risk Securitizations"

The FDIC's new rules (promulgated per the requirements of the Dodd-Frank Act) for calculating deposit insurance assessments for insured depository institutions, including "large institutions" and "highly complex institutions,"…more

Collateralized Loan Obligations, Dodd-Frank, FDIC, Higher-Risk Securitizations, Leveraged Loans

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Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Funds

The U.S. federal securities laws and the rules of U.S. self-regulatory organizations (such as the Financial Industry Regulatory Authority) impose certain reporting and compliance obligations on investment advisers and funds…more

Brokers, CFTC, Compliance, Equity Securities, ERISA

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Global Private Equity Newsletter - Summer 2016 Edition: New Proposed Regulations Increase Scrutiny on Related-Party Debt

New rules recently proposed by the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (“IRS”) would re-characterize purported debt instruments as equity instruments, and could have significant implications…more

Convertible Debt, Debt Instruments, Debt-Equity, Inversion, IRS

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Global Private Equity Newsletter - Winter 2016 Edition: Tools for Managing Environmental Risks in Deals

When parties to an M&A deal consider most environmental risks, they essentially seek the same goals that they seek with respect to other liabilities in the deal. M&A sellers, particularly private equity sellers, seek to avoid…more

Acquisitions, ASTM, Buyers, Contaminated Properties, Contract Terms

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Delaware Superior Court Permits Use of Litigation Finance

The Delaware Superior Court recently denied a motion to dismiss an action based on a claim that the litigation financing used by the plaintiff constituted unlawful champerty and maintenance. The March 9, 2016, decision in Charge…more

DuPont, Litigation Funding, Motion to Dismiss

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CFTC Guidance on FCM and DCO Investments in Money Market Funds

Divisions of the U.S. Commodity Futures Trading Commission (CFTC) on August 8, 2016 issued letters restricting futures commission merchants (FCMs) and derivatives clearing organizations (DCOs) from investing in money market…more

CFTC, Commodities Exchange Act, Derivatives Clearing Organizations, DSIO, FCMs

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Sentencing of Keys, Responsible for 2010 LA Times Data Breach, Should Remind Companies to Fortify Cybersecurity and Plan Response to Breaches

A federal judge in California recently sentenced a former employee of KTXL Fox40, a Tribune Company-owned television station, to two years in prison for three felony convictions relating to his assistance to the “hacktivist”…more

Activist, Criminal Prosecution, Cyber Attacks, Cyber Crimes, Data Breach

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US Treasury Eyes Online Marketplace Lending

In an interesting and unusual development, the Treasury Department has issued a notice seeking public input on the online marketplace lending business for small businesses and consumers (“Notice”), setting forth 14 questions for…more

Non-Bank Lenders, Notice and Comment, Online Marketplace Lending, Preemption, Risk Retention

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Recent Indian Tax Treaty Changes Affecting Nonresident Investments into India - Termination of Capital Gains Exemption under the India-Mauritius Tax Treaty

India and Mauritius entered into a Protocol amending the double-tax treaty between India and Mauritius (the “2016 Protocol”) on May 10, 2016. Under the 2016 Protocol, following a grace period and subject to a grandfather rule,…more

BEPS, Capital Gains, Double Taxation, Foreign Investment, India

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Compliance with pre-arbitration and pre-litigation notice procedures is critical to enforcing contractual rights: English High Court in Ipsos SA v Dentsu Aegis Network Limited

When a party to a contract wishes to sue, the contract may include specific procedures for giving notice to the counterparty in a prescribed way prior to the right to litigate or arbitrate in accordance with the contract…more

Acquisitions, Breach of Contract, Breach of Warranty, Notice Requirements, Successors

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Welcome Clarification of English Law Regarding Legal Advice Privilege

The High Court has delivered an important judgment on the application of legal advice privilege to factual reports delivered by lawyers to their clients in the context of a regulatory investigation. In the case of Property…more

Confidential Communications, Discovery, Government Investigations, Legal Advice Privilege, Libor

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The FTC Requires Largest-Ever Generic Drug Divestiture

The U.S. Federal Trade Commission (FTC) recently announced a settlement resolving its competitive concerns over the merger of two leading generic drug manufacturers – Teva and Allergan. In July 2015, Teva agreed to acquire the…more

Actavis Inc., ANDA, Divestiture, Enforcement Actions, FTC

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SEC Enforcement Initiative to Root Out Repeated Late Filers of Ownership Forms Due Under Sections 13 and 16 — Reminder to Ensure Internal Controls Are Adequate

On September 10, the U.S. Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors and major shareholders for violating Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange…more

Enforcement, Enforcement Actions, Internal Controls, SEC, Securities Exchange Act

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Chilean Pension Funds Market Officially Open for Business for Irish UCITS.

Following Dechert’s series of reports in relation to the Chilean pension funds market and its accessibility to Irish UCITS, see Dechert OnPoint - Moody’s Upgrade Points to Reopening of the Chilean Pension Market to Irish UCITS…more

Bailout, Cross-Border, Equity Markets, EU, Fitch

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Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this…more

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

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Proposed Amendments to FINRA Gifts, Gratuities and Non-Cash Compensation Rules

In Regulatory Notice 16-29 (Regulatory Notice), the Financial Industry Regulatory Authority (FINRA) requested comments on proposed amendments to Rule 32202 – its “Gift Rule” – as well as new proposed FINRA Rule 3221…more

FINRA, Gifts, Non-Cash Compensation, SEC, Securities

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Real World: An Update from Dechert's London Finance and Real Estate Group - July 2015: Enforcement of Restrictive Covenants Under a Building Scheme - Birdlip Ltd v Hunter and Other 2015

Under a building scheme, where restrictive covenants are imposed on the original plot owners within a development for the mutual benefit of the plots, subsequent owners may enforce those covenants against each other. In…more

Building Permits, Declaratory Rulings, Extrinsic Evidence, Real Estate Development, Reciprocity Rules

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Federal Court Issues Trial Ruling in Section 36(b) “Manager of Managers” Lawsuit: AXA Advisory and Administrative Fees Held Not to Constitute a Breach of Fiduciary Duty

The U.S. District Court for the District of New Jersey issued its post-trial ruling on August 25, 2016 in Sivolella v. AXA Equitable Life Insurance Company—the first Section 36(b) trial decision since 2009. The Court concluded…more

AXA Equitable Life, Burden of Proof, Fees, Fiduciary Duty, Gartenberg Factors

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Trade Secrets: Proposals to Improve Protection of Confidential Information Across the EU

Proposals have recently been put forward by the European Commission to reform European law on trade secrets by harmonising protection across all EU member states. The proposals are in the form of a draft directive which has…more

Confidential Information, EU, Trade Secrets

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SEC 2016 Examination Priorities Focus on Retail Investors, Market-wide Risks and Data Analytics

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) on January 11, 2016 announced its examination priorities for this year, which “address issues across a variety of…more

Analytics, ETFs, Financial Institutions, OCIE, Popular

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Financial Services Quarterly Report - First Quarter 2016: Lessons for PE Managers from the SEC’s Ongoing Scrutiny of Private Equity Funds

A large number of private equity managers were required to register for the first time with the U.S. Securities and Exchange Commission (SEC) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Act). Since…more

Conflicts of Interest, Disclosure Requirements, Dodd-Frank, Enforcement Actions, Financial Services Industry

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Changes to the Rules and Regulations of the Luxembourg Stock Exchange

The Luxembourg Stock Exchange (the LuxSE) has implemented changes to its Rules and Regulations (the Rules) to adapt them to new practices and requirements of the market and its operators, as well as to bring the Rules into…more

EU Transparency Directive, Financial Markets, Luxembourg, New Regulations

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Proposed Treasury Regulations Regarding Valuation Discounts for Transfers of Family-Controlled Entities, if Enacted, Would Apply More Broadly than Anticipated

After years of anticipation, the U.S. IRS recently issued Proposed Treasury Regulations that would, if enacted in their current form, substantially eliminate most valuation discounts for family-controlled entities and result in…more

Business Succession, Business Valuations, Closely Held Businesses, Comment Period, Estate Planning

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US Imposes Significant Export Restrictions on Russian Oil and Gas Field

The U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) added the Yuzhno-Kirinskoye Field, a Russian oil and gas field, to the Entity List on August 7, 2015. The action effectively prohibits all persons from…more

BIS, Blocked Person, Export Administration Regulations, Exports, OFAC

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Control Transactions in the UK Mid-Market

In a number of transactions in the UK mid-market in which we have been involved recently, we have noted a departure from the traditional private equity buy-out model, whereby the sponsor acquires 100% of the target and satisfies…more

Private Equity, UK

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Overview of the 2016 SIAC Rules

The sixth edition of the arbitration rules of the Singapore International Arbitration Centre (SIAC) entered into force on 1 August 2016. To mark the occasion we provide this client briefing on the key features of the new…more

Arbitration Procedural Rules, Dismissals, Expedited Actions Process, International Arbitration, Joinder

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Recent Indian Tax Treaty Changes Affecting Nonresident Investments into India - Termination of Capital Gains Exemption under the India-Mauritius Tax Treaty

India and Mauritius entered into a Protocol amending the double-tax treaty between India and Mauritius (the “2016 Protocol”) on May 10, 2016. Under the 2016 Protocol, following a grace period and subject to a grandfather rule,…more

BEPS, Capital Gains, Double Taxation, Foreign Investment, India

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2016/07/13 DAMITT Q2 2016 Update

Fast Facts - - Significant merger investigations during the first half of 2016 lasted 9.5 months on average—on par with CY2015, but more than 30 percent longer than from 2011 to 2013. - In the first half of 2016, there…more

Antitrust Investigations, DOJ, FTC, Hart-Scott-Rodino Act, Merger Agreements

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SEC Issues Interpretive Letter on Proposed Applicable Margin Reset Mechanism

The staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued an interpretive letter (the “Interpretive Letter”) to Sancus Capital Management LP and its affiliates (“Sancus…more

Collateralized Loan Obligations, Financial Markets, Financial Sector, Interpretive Letters, SEC

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Revised Timeline for Implementing FATCA

Sections 1471 through 1474 of the U.S. Internal Revenue Code (“FATCA”) generally impose a 30% withholding tax on certain payments to a foreign financial institution (“FFI”) unless the FFI has entered into an agreement with the…more

Bank Accounts, Banks, FATCA, FFI, IGAs

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U.S. Government Issues Guidance to Reassure U.S. Banks Involved in Foreign Correspondent Relationships

The U.S. Department of the Treasury, together with other U.S. government agencies responsible for enforcing anti-money laundering (AML) and economic sanctions regulations, released guidance on August 30, 2016 in the form of a…more

Anti-Money Laundering, Compliance, Depository Institutions, Due Diligence, Economic Sanctions

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The New DOL Fiduciary Rule: Impact on Mutual Fund Distribution

The Department of Labor (DOL) has issued the final version of its “investment advice” regulation (Final Rule), which is widely expected to impact significantly the financial services industry, including registered investment…more

401k, Best Interest Contract Exemptions, Broker-Dealer, Distribution Rules, DOL

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SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2) Disqualify “Bad Actors” from Using Rule 506 to Offer Securities

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in…more

Accredited Investors, Advertising, Bad Actors, Broker-Dealer, Dodd-Frank

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Appellate Court Confirms the Validity of Asymmetric Dispute Resolution Clauses

Dechert lawyers representing a major international bank in court proceedings in a number of regions in southern Russia with respect to claims to recover a total of about US$300 million in loan funds from the guarantors of a…more

Arbitration Agreements, Banks, Dispute Resolution Clauses, Foreign Jurisdictions, Forum Selection

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Rebmasen Law: its major changes

On the heels of Macron Law, which aims to provide more flexibility to employers, the French government recently enacted Rebsamen Law. Rebsamen Law (hereafter “the Law”), aims to simplify relations between unions and employer…more

Board of Directors, Collective Bargaining, Employee Representatives, Fixed-Term Labor Contracts, Health & Safety Standard

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FHA Issues Final Guidelines on PACE Assessments

The U.S. Federal Housing Administration (FHA) issued final guidance in the form of Mortgagee Letter 2016-11 regarding the subordination of Property Assessed Clean Energy (PACE) assessments on Tuesday, July 19, 2016. As…more

Appraisal, CFPB, Default, Federal Housing Administration (FHA), FHA Loans

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Second Circuit Limits Creditors’ Ability to Claw Back LBO Payments

A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a…more

Bankruptcy Code, Clawbacks, Fraudulent Transfers, Leveraged Buyout, Preemption

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US Treasury Eyes Online Marketplace Lending

In an interesting and unusual development, the Treasury Department has issued a notice seeking public input on the online marketplace lending business for small businesses and consumers (“Notice”), setting forth 14 questions for…more

Non-Bank Lenders, Notice and Comment, Online Marketplace Lending, Preemption, Risk Retention

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Financial Services Quarterly Report - Third Quarter 2015: Developments in the Luxembourg Financial Sector

The Luxembourg government has brought to Parliament a bill of law transposing UCITS V into Luxembourg’s UCI Law and AIFM Law. Further, the Luxembourg CSSF published a new version of its AIFMD Frequently Asked Questions, among…more

AIFM, AIFMD, CSSF, Deadlines, Depository Institutions

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Section 546(e) Protects Two Tiered Securitization Structures

What happens when a debtor, whose loan is pooled and securitized, files for bankruptcy? Are payments made to investors recoverable as fraudulent transfers or preferences? Until recently, no published court opinion…more

Bankruptcy Code, CMBS, Consumer Bankruptcy, Fraudulent Transfers, Safe Harbors

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SEC Continues to Target Employer Agreements Restricting Whistleblower Rights

The U.S. Securities and Exchange Commission (“SEC” or the “Commission”) recently announced the settlement of two cease-and-desist proceedings against employers alleged to have unlawfully restricted employees’ rights to engage in…more

Cease and Desist, Confidentiality Agreements, Dodd-Frank, Enforcement Actions, Fines

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SEC Staff Issues No-Action Relief on Auditor Independence and the “Loan Provision”

The U.S. Securities and Exchange Commission’s Division of Investment Management (the “SEC Staff”) last night issued a no-action letter (the “Relief”) to Fidelity Management and Research Company that provides guidance to…more

Auditors, Investment Adviser, No-Action Relief, Regulation S-K, SEC

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SEC Issues Interpretive Letter on Proposed Applicable Margin Reset Mechanism

The staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission issued an interpretive letter (the “Interpretive Letter”) to Sancus Capital Management LP and its affiliates (“Sancus…more

Collateralized Loan Obligations, Financial Markets, Financial Sector, Interpretive Letters, SEC

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Financial Services Quarterly Report - Second Quarter 2015: French AFG Publishes Guidelines on Use of Stress Tests by Management Companies

The Association Française de la Gestion financière (AFG) – the association representing French management companies – published on 7 May 2015 guidelines regarding the use of stress tests by management companies (Guidelines). The…more

AFG, AMF, Banks, EU, Financial Institutions

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Global Private Equity Newsletter - Spring 2016 Edition: Russian Competition Law Update: Impact on M&A and Joint Ventures in Russia

A new version of the Russian Competition Law amended by the so-called ‘fourth antimonopoly package’ (the “275 Law”) came into effect on January 5, 2016 (except for certain minor provisions with an earlier effective date). The…more

Acquisitions, Competition Authorities, Joint Venture, Mergers, Russia

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Brexit – The UK and International Tax Consequences

The political, economic and constitutional fallout of the UK’s referendum decision to leave the European Union (Brexit) will continue for some time. In addition to considering some of the possible domestic UK tax implications of…more

CFCs, Controlled Foreign Corporations, Corporate Taxes, Customs, Dividends

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Updating Our Understanding of the FMLA

In employment law, a very hot topic continues to be the issues surrounding the Family and Medical Leave Act (FMLA) which entitles eligible employees of covered employers to take unpaid, job-protected leave for specified family…more

Employee Rights, Employer Group Health Plans, Employer Liability Issues, FMLA, Unpaid Leave

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United States to Receive $38 billion RFQII Quota for Investments in China

The quota allocation – the first of its kind awarded to the United States – was announced on June 7, 2016 by Yi Gang, Deputy Governor of the People’s Bank of China, the country’s central bank. This represents an apparent effort…more

Asset Management, China, Foreign Investment, RQFII

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Risk Retention Reproposal’s Impact on CLOs: Loan Arrangers Get Invited to the Party that No One Wants to Attend

CLO managers and lead arrangers of syndicated loans received special attention in a proposal jointly released by six federal agencies to implement the credit risk retention requirements of Section 941 of the Dodd-Frank Act…more

Collateralized Loan Obligations, FDIC, Federal Reserve, FHFA, HUD

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The United States Supreme Court Will Review the Scope of Federal Preclusion of State Securities Claims

On January 18, 2013, the United States Supreme Court granted certiorari to resolve a circuit split concerning the extent to which the Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) preempts state law claims that…more

Brokers, Equity Securities, Fraud, Investors, Ponzi Scheme

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Bullying in the workplace in France, Germany, Russia, the UK and the USA

There are important differences between the approaches that different countries take to address the issue of workplace bullying. This OnPoint provides an overview of the approaches taken in France, Germany, Russia, the UK and…more

Employer Liability Issues, Employment Discrimination, France, Germany, Harassment

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Goodyear FCPA Fine Highlights Benefits of Cooperation and Robust Compliance Controls

The Goodyear Tire & Rubber Company (“Goodyear”), one of the world’s largest tire companies, reached a significant settlement with the U.S. Securities & Exchange Commission (“SEC”) in connection with charges that two of its…more

Bribery, Chief Compliance Officers, Compliance, Enforcement Actions, FCPA

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Incentive Compensation Back Under the Regulatory Spotlight

Six U.S. federal agencies in late April and May revised and re-proposed rules that were originally proposed in 2011, to govern the incentive compensation practices at financial institutions with consolidated assets of at least…more

Board of Directors, Corporate Counsel, Corporate Governance, Covered Entities, Deferral Standard

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CFTC Approves Final Rule on Margin Requirements for Uncleared Swaps

The U.S. Commodity Futures Trading Commission (CFTC) approved on December 16 final rules (Final Rules) on margin requirements for over-the-counter uncleared swaps entered into by CFTC-registered swap dealers (SDs) and major swap…more

CFTC, Final Rules, Major Swap Participants, Margin Requirements, OTC

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Financial Services Quarterly Report - Second Quarter 2015: Incentive-Based Compensation: Dodd-Frank and the Example of Europe

After a four-year hiatus, some of the more controversial elements of the executive compensation rules mandated by the U.S. Dodd-Frank Act are back on the table. This article explores these elements – principally in the context…more

Corporate Officers, Directors, Dodd-Frank, EU, Executive Compensation

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Changes to EU Privacy Law: the General Data Protection Regulation

On 27 April 2016, following a prolonged legislative process over some four years, the European Council and Parliament finally adopted a new data protection law: the General Data Protection Regulation (GDPR). The GDPR was first…more

Amended Regulation, Data Protection Authority, EU, General Data Protection Regulation (GDPR), International Data Transfers

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Transfer Pricing: Major Developments for Certain French Companies Engaging in Transactions with Related Entities

The following sets out a summary of recently announced major changes affecting the transfer pricing policy of certain French companies. New Provisions of French Law - Provisions Already Adopted - Within the…more

Corporate Taxes, EU, OECD, Required Documentation, Transfer Pricing

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Fairer and More Effective Fixed-Income, Currency and Commodity Markets?

At the annual Mansion House speech to the City on Wednesday, 10 June, Bank of England (BoE) Governor Mark Carney announced an end to “the age of irresponsibility”. Shortly before the Mansion House speeches began, the…more

Bank of England, Benchmarks, Commodities, Derivatives, Fair and Effective Markets Review (FEMR)

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FINRA Letter Announces Cybersecurity as 2016 Exam Priority

The Financial Industry Regulatory Authority (“FINRA”) released its annual Regulatory and Examination Priorities Letter on January 5, listing cybersecurity as a 2016 examination priority. This letter broadly identifies new and…more

Cybersecurity, Examination Priorities, FINRA, Investor Protection, Popular

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FTC Requires Divestitures in Ahold/Delhaize of 81 Stores and Gives Upfront Buyers More Time to Complete Acquisitions; Continues Focus on "Traditional Supermarket" Competition

- The U.S. Federal Trade Commission (FTC) required divestitures in many local markets in Ahold/Delhaize despite the fact that there were between three and six remaining competitors (i.e., 4-to-3, 5-to-4, 6-to-5, and 7-to-6…more

Acquisitions, Competition, Divestiture, FTC, Grocery Stores

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Here's How Young Associates Actually Impress Law Firm Partners

How might a young associate make a positive impression on partners in their new law firm? What to do to make a meaningful impact and stand out in ways that matter? For a perspective on this oft-asked question, we turned…more

Career Development, Firm Leadership, Young Lawyers

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Welcome Clarification of English Law Regarding Legal Advice Privilege

The High Court has delivered an important judgment on the application of legal advice privilege to factual reports delivered by lawyers to their clients in the context of a regulatory investigation. In the case of Property…more

Confidential Communications, Discovery, Government Investigations, Legal Advice Privilege, Libor

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SEC Proposes Significant New Restrictions on the Use of Derivatives and Other Transactions by Registered Funds and BDCs

The Securities and Exchange Commission (Commission) on December 11, 2015 proposed new Rule 18f-4 (Proposed Rule) under the Investment Company Act of 1940 (1940 Act) and amendments to certain proposed forms. The proposal relates…more

Business Development Companies, Derivatives, ETFs, Investment Portfolios, Recordkeeping Requirements

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EU and US Reach Agreement in Principle on Successor to ‘Safe Harbor’ for Trans-Atlantic Data Transfers

The European Commission announced an agreement in principle on a new framework for data transfers to replace the “Safe Harbor” arrangement that had governed data flows between the United States and Europe for the past 15 years…more

Article 29 Working Party (WP29), CJEU, EU, EU-US Privacy Shield, FTC

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Text on the Dotted Line: A Text Message Can Create a Binding Contract

Here’s another story in the “It never gets easier” file. The Massachusetts Land Court recently decided a case that perhaps we should have all guessed was coming. This is the above the fold headline: Text messages…more

Contract Formation, Digital Communications, Letters of Intent, Motion to Dismiss, Popular

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Accountability and Transition in ICANN’s New gTLD Program

Bringing accountability to the Internet Corporation for Assigned Names and Numbers (ICANN), the little known yet hugely significant global regulator of the Internet domain name system, is always a significant victory. ICANN is…more

Administrative Appeals, Articles of Incorporation, Board of Directors, Bylaws, Conflicts of Interest

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European Parliament Votes to Object to PRIIPs Implementing Legislation

The European Parliament voted to object to draft regulatory technical standards (“RTS”) implementing the Packaged Retail and Insurance Investment Products (PRIIPs) Regulation (the “Regulation”) on 14 September 2016. The draft…more

ECON, EU, European Supervisory Authorities (ESAs), Financial Markets, Financial Sector

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Colorado Ruling Raises Stakes in Fracking Litigation and Beyond

In an Independence Day gift to plaintiffs, the Colorado Court of Appeals ruled in Strudley v. Antero Resources Corp., No. 12CA1251 (July 3, 2013), that Colorado law does not allow pre-discovery Lone Pine orders, often used by…more

Energy, Environmental Claims, Fracking, Fracking Bans, Natural Resources

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German Federal Court of Justice simplifies delisting: Renunciation of the obligation to offer cash compensation

In a recent decision, the German Federal Court of Justice (Bundesgerichtshof, BGH) abandoned its previous holding whereby, in the event of a delisting, the outstanding minority shareholders could demand cash compensation for…more

Breach of Duty, EU, Fiduciary Duty, Shareholders, Stocks

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Nasdaq Proposed Shareholder Approval Rules Update

Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the shareholder…more

Change of Control, Nasdaq, Private Placements, Public Comment, Publicly-Traded Companies

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New Legislation Modernizes Luxembourg Company Law

The Luxembourg Parliament adopted two new laws on 18 July 2016 (the “New Laws”), which update key features of some of Luxembourg’s long-established and most frequently used corporate structures and introduce new structures. The…more

Board of Directors, Capitalization, Corporate Structures, Joint Stock Companies, Limited Liability Companies

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The Essential Guide to UK Real Estate

This Essential Guide provides an overview of the legal and regulatory issues likely to affect developers, occupiers and investors in UK real estate. Real estate - Real estate law in England and Wales can trace its…more

Arbitration Agreements, Conservation, Construction Industry, Intellectual Property Protection, Land Owners

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NYSE Arca and BATS Adopt Generic Listing Standards for Active Exchange-Traded Funds, Which May Expedite Fund Launches

NYSE Arca, Inc. and BATS BZX Exchange, Inc. (each, an Exchange) separately received U.S. Securities and Exchange Commission (SEC) approval on July 22, 2016 to adopt generic listing standards for exchange-traded funds (ETFs) that…more

BATS Exchange, Derivatives, Equity Securities, ETFs, Fixed Income Investments

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Private Equity Newsletter - Summer 2015 Edition: Where’s the Exit? New Opportunities in China for Private Equity Firms

It has long been a well established exit route in developed markets for a private equity firm to sell its interest in a portfolio company to a listed company in exchange for shares in that listed company. Until recently, this…more

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

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UK Votes To Leave The EU: What Does it Mean for Asset Managers?

The voters have spoken. Britain will (absent any new deals) leave the EU. Under the EU Treaty, the exit process should take at least two years. During this two-year period, UK-based asset management entities, including UK…more

AIFM, AIFS, Asset Management, EU, Foreign Investment

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Deal Agent: A Structural Enhancement to Private Label RMBS

The U.S. Treasury Department (the “Treasury”) views a healthy private label residential mortgage-backed securities (“PLS”) market as “an important component of a reformed, safe, and sustainable housing finance system that will…more

Fiduciary Duty, Financial Sector, Moody's, Reporting Requirements, RMBS

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Global Private Equity Newsletter - Spring 2016 Edition: New UK Requirement for UK Companies and LLPs to Maintain A Register of People With Significant Control

1. With effect from April 6, 2016, all companies incorporated or formed under the UK Companies Acts, other than exempt companies (see paragraph 3), and all limited liability partnerships (LLPs) incorporated under the UK Limited…more

Disclosure Requirements, Investment Funds, Limited Liability Partnerships, LLPs, Person of Significant Control (PSC Register)

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New UK Sentencing Guidelines - What Does This Mean For Corporates?

The Sentencing Council’s Definitive Guidance for Fraud, Bribery and Money Laundering Offences (the “UK Guidelines”) came into force on 1 October 2014. The UK Guidelines set out a ten step process for sentencing and apply to all…more

Bribery, Corporate Crimes, Corporate Criminal Fines, Criminal Prosecution, Federal Sentencing Guidelines

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Real World: An Update from Dechert's London Finance and Real Estate Group July 2015: Government Consultation on Reforming the Electronic Communications Code

The Electronic Communications Code, set out in Schedule 2 to the Telecommunications Act 1984 and amended by the Communications Act 2003, has been much criticised over the last 30 years for being unclear, out of date and…more

Cell Towers, Commercial Tenants, Communications Act 2003, DCMs, Electronic Communications

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The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A transactions…more

Acquisition Agreements, Antitrust Provisions, Capital Markets, EU, Financial Institutions

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New US Department of Justice Foreign Corrupt Practices Act Enforcement Plan Creates "Pilot Program" to Encourage Voluntary Disclosure

The U.S. Department of Justice (“DOJ”) released a memorandum (the “FCPA Enforcement Memorandum”) on April 5, 2016 detailing a new enforcement plan for Foreign Corrupt Practices Act (“FCPA”) investigations. The DOJ announced that…more

Cooperation, DOJ, FCPA, Federal Pilot Programs, Federal Sentencing Guidelines

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FSB Issues Proposed Activities-Based Financial Stability Recommendations for the Global Asset Management Industry

The Financial Stability Board (FSB), an international body established by the G-20 in response to the 2008 financial crisis, on June 22, 2016 released its third Consultative Document relating to the regulation and oversight of…more

Asset Management, Comment Period, Financial Crisis, FSB, G-SIFI

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Foreclosure Attempt Blocked? What You Should Know Before the Clock Hits Zero

Just when you thought we were out of the housing crisis weeds of ’07—think again.  Apparently when an abundance of people buy homes they can’t afford and predictably fall behind on their payments, the judicial foreclosure…more

Banking Sector, Deutsche Bank, Dismissals, Foreclosure, Mortgage Lenders

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Georgian International Arbitration Centre Adopts New Arbitration Rules

The Georgian International Arbitration Centre (“GIAC”) has recently finalised the GIAC Arbitration Rules (“GIAC Rules”), following the completion of the work of the Commission for Final Revision of the Arbitration Rules (the…more

ICC, International Arbitration, New Regulations

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2014 LCIA International Arbitration Rules Now Apply: Procedural Efficiency, Emergency Arbitrators and Complex Arbitrations

The London Court of International Arbitration (“LCIA”) is firmly established as one of the world’s truly international arbitral institutions - in 2013 over 80% of the parties to LCIA arbitrations were non-UK - and London is…more

Arbitration, International Arbitration, LCIA, UK

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ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The…more

Accredited Investors, Broker-Dealer, Corporate Counsel, Crowdfunding, FINRA

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The Luxembourg Reserved Alternative Investment Funds Law Has Arrived

The entry into force of AIFMD in Europe has resulted in a double layer of regulation, as we now have regulation and supervision at the level of the product (regulated investment funds) and supervision at the level of the manager…more

AIF, AIFM, AIFMD, Asset Management, CSSF

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U.S. Money Market Fund Reform: Diversification, Stress Testing and Disclosure Compliance Deadline Quickly Approaching; SEC Staff Issues New FAQs

The April 14, 2016 compliance date for certain new money market fund (money funds) requirements adopted by the U.S. Securities and Exchange Commission (SEC) is quickly approaching. In particular, money funds will be required…more

Asset Diversification, Investment Company Act of 1940, Money Market Funds, SEC, Stress Tests

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SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2) Disqualify “Bad Actors” from Using Rule 506 to Offer Securities

The SEC has amended Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 (Securities Act) to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in…more

Accredited Investors, Advertising, Bad Actors, Broker-Dealer, Dodd-Frank

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Goodyear FCPA Fine Highlights Benefits of Cooperation and Robust Compliance Controls

The Goodyear Tire & Rubber Company (“Goodyear”), one of the world’s largest tire companies, reached a significant settlement with the U.S. Securities & Exchange Commission (“SEC”) in connection with charges that two of its…more

Bribery, Chief Compliance Officers, Compliance, Enforcement Actions, FCPA

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Goodyear FCPA Fine Highlights Benefits of Cooperation and Robust Compliance Controls

The Goodyear Tire & Rubber Company (“Goodyear”), one of the world’s largest tire companies, reached a significant settlement with the U.S. Securities & Exchange Commission (“SEC”) in connection with charges that two of its…more

Bribery, Chief Compliance Officers, Compliance, Enforcement Actions, FCPA

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UK Votes To Leave The EU: The Implications Of Brexit And What Next

The British people voted on Thursday to leave the EU. What happens next and what are the implications for business are crucial questions that need to be addressed. What does this mean? Whilst the vote is not legally…more

EU, Referendums, UK, UK Brexit

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ESMA Lends Support for a Harmonised European Framework for Loan Origination Funds

The European Securities and Markets Authority (“ESMA”) published its opinion on 11 April 2016 on the necessary elements for a harmonised European framework for loan origination by funds (the “Opinion”). The Opinion is issued to…more

EU, European Commission, European Securities and Markets Authority (ESMA), Investment Funds, Loan Origination Funds

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Deal Agent: A Structural Enhancement to Private Label RMBS

The U.S. Treasury Department (the “Treasury”) views a healthy private label residential mortgage-backed securities (“PLS”) market as “an important component of a reformed, safe, and sustainable housing finance system that will…more

Fiduciary Duty, Financial Sector, Moody's, Reporting Requirements, RMBS

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German Federal Court of Justice simplifies delisting: Renunciation of the obligation to offer cash compensation

In a recent decision, the German Federal Court of Justice (Bundesgerichtshof, BGH) abandoned its previous holding whereby, in the event of a delisting, the outstanding minority shareholders could demand cash compensation for…more

Breach of Duty, EU, Fiduciary Duty, Shareholders,