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

See All Updates »

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

See All Updates »

The Trans-Pacific Partnership agreement (TPP), which promises significant trade liberalization and investment protection, is finally agreed

After 10 years of negotiations, trade ministers from 12 Pacific Rim countries representing 40% of the world’s economy and one-third of global trade have reached a trade agreement, referred to as the Trans-Pacific Partnership…more

Arbitration, Asia Pacific, Currency Exchange, Dispute Resolution, Environmental Policies

See All Updates »

“Find Out Where the People Are Going and Buy the Land Before They Get There”*

I was in New York with colleagues recently, answering clients’ questions about investing in UK real estate. As in the US, we in the UK have ridden a sustained period of strong capital growth in real estate, which continued into…more

Northern Powerhouse, Public Transit, Real Estate Development, Real Estate Investments, UK

See All Updates »

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

See All Updates »

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

CFTC, ERISA, Filing Requirements, Form 13F, Investment Adviser

See All Updates »

London Stock Exchange to Introduce New High Growth Segment of the Main Market

Background - The Department for Business, Innovation and Skills (‘BIS’) announced in September 2012 that it had developed proposals with the London Stock Exchange (the ‘LSE’) to attract high growth companies to list their…more

Disclosure Requirements, EU, Foreign Corporations, Foreign Investment, High Growth Segment

See All Updates »

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

See All Updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - January 2016 - Issue 12: United Kingdom

FCA Issues First MiFID II Consultation Paper The FCA issued its first MiFID II consultation paper (CP 15/43) on 15 December 2015, principally on issues related to secondary market trading of financial instruments. The…more

Asset Management, Financial Conduct Authority (FCA), Investment Funds, Investment Portfolios, MiFID II

See All Updates »

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

See All Updates »

Navigating the New Partnership Audit Rules: Sea Change or Same Course?

The recently enacted Bipartisan Budget Act of 2015 amended existing Internal Revenue Code of 1986, as amended (the “Code”) rules governing tax audits of partnerships in the U.S. These new rules primarily impact partnerships with…more

Audits, Bipartisan Budget, Internal Revenue Code (IRC), IRS, Operating Agreements

See All Updates »

The Sofa Workshop v Sofaworks - Intellectual Property Enterprise Court considers requirements for genuine use of a CTM

The UK's Intellectual Property Enterprise Court recently handed down its judgment in The Sofa Workshop Ltd v Sofaworks Ltd. The case highlights the difficulties that the international nature of Community trade marks (“CTMs”) can…more

Community Trademark, EU, European Court of Justice (ECJ), Intellectual Property Enterprise Court, Jurisdiction

See All Updates »

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

See All Updates »

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

See All Updates »

Macroeconomic Surveys from the BEA: A Primer for Asset Managers and the Financial Services Industry

For many U.S. asset managers and other financial services providers, the recent BE-10 Benchmark Survey of U.S. Direct Investment Abroad (BE-10) and the upcoming BE-180 Benchmark Survey of Financial Services Transactions Between…more

Asset Management, BEA, Benchmarks, Cross-Border Transactions, Financial Institutions

See All Updates »

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

See All Updates »

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

See All Updates »

EU Risk Retention - Some Good News From Brussels

Following Dechert’s Legal Update published on 14 September 2015, we have had sight of an updated draft of the proposed EU legislation on securitisations. The updated draft shows signs that regulators have taken on board some of…more

Belgium, Collateralized Loan Obligations, EU, European Commission, MiFID

See All Updates »

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

See All Updates »

Confirmed Start Dates for Clearing Under EMIR

Commission Delegated Regulation (EU) 2015/2205 (the “Regulation”) supplementing the European Markets Infrastructure Regulation (“EMIR”) was published on 1 December in the Official Journal of the European Union…more

Derivatives, EMIR, EU, Interest Rates, Swaps

See All Updates »

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

See All Updates »

Department of Labor Guidance on Joint Employment Highlights Risks for Employers

In a recent OnPoint, Dechert discussed the National Labor Relations Board’s controversial decision in Browning-Ferris Industries of California, Inc., in which the Board abandoned its long-standing joint employer test in favor of…more

DOL, FLSA, Joint Employers, Migrant Workers, Seasonal Workers

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Financial Services Quarterly Report - Third Quarter 2015: Letter from Amsterdam: Dechert and European Private Equity CFOs and COOs Share Key Regulatory Concerns

Dechert was again pleased to support the SuperReturn CFO/COO Forum, held in Amsterdam in September. Nearly 200 GPs, LPs and key individuals from the private equity and venture capital industry came together for three days of…more

AIFMD, Asia Pacific, BEPS, CFOs, COOs

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

U.S. Government Takes Steps to Further Ease Restrictions on Cuba

U.S. Commerce and Treasury Department measures intended to further ease existing export and sanctions restrictions regarding Cuba took effect on September 21, 2015. These amendments to the Cuban Assets Control Regulations (CACR)…more

Cuba, Cuban Assets Control Regulations (CACR), Export Administration Regulations, Export Controls, Internet

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

CFTC, ERISA, Filing Requirements, Form 13F, Investment Adviser

See All Updates »

In Halliburton II, SCOTUS Upholds Presumption of Reliance in Securities Fraud Class Actions, but Allows Defendants to Rebut with Lack of Price Impact

In a decision that has important implications for both plaintiffs and defendants in securities class actions, the Supreme Court of the United States in Halliburton Co. v. Erica P. John Fund, Inc. (Halliburton II), No. 13-317…more

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

See All Updates »

Be Careful What You Wish For – Dudenhoeffer May Do “More Harm Than Good” For ERISA “Stock Drop” Plaintiffs

In its June 2014 decision in Dudenhoeffer v. Fifth Third Bank, the U.S. Supreme Court unanimously declined to recognize a “presumption of prudence” that had favored retirement-plan fiduciaries faced with allegations of breaches…more

Amgen, Employee Benefits, ERISA, Fiduciary Duty, FIfth Third Bancorp v Dudenhoeffer

See All Updates »

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

See All Updates »

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

See All Updates »

BNA's Banking Report: Enforcement 2013: Enforcement Actions Continue Three-Year Decline; DOJ Emerges as Major Player

Overall Trends & Outlook - From an enforcement standpoint, 2013 was another historic year in a number of important ways beyond the sheer number of cases, which were again significant. Federal banking agencies1 issued 701…more

Anti-Money Laundering, Bank Secrecy Act, Banks, CFPB, DOJ

See All Updates »

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

See All Updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - January 2016 - Issue 12: Ireland

Guidance Regarding Cash Accounts for UCITS and AIF Umbrella Funds - The Central Bank of Ireland (the “Central Bank”) issued guidance on cash accounts for UCITS and AIF umbrella funds on 22 December 2015…more

AIF, Asset Management, Capital Requirements, Common Reporting Standard (CRS), EU

See All Updates »

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

See All Updates »

Publicly Traded Partnership Proposed Regulations

Widely held partnerships are a significant source of funding for oil, gas and certain natural resources projects, but the publicly traded partnership (“PTP”) rules can cause such partnerships to be treated as corporations for…more

Corporate Taxes, Double Taxation, Energy Projects, Energy Sector, Fracking

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Update – Disapproving the Approval Process: IRS Provides Additional Guidance on the Curtailment of the Determination Letter Program

The Internal Revenue Service (the “IRS”) recently released Notice 2016-03, which provides additional details for plan sponsors on the curtailment of the determination letter process for individually designed tax-qualified…more

Determination Letter, Employee Benefits, IRS, Qualified Retirement Plans

See All Updates »

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

See All Updates »

Shared Parental Leave in the UK

Is it good to share? New Shared Parental Leave (SPL) and Statutory Shared Parental Pay (ShPP) rules allow eligible employees to share up to 50 weeks' leave and 39 weeks' pay in the year following a child's birth or…more

Employee Benefits, Holiday Pay, Maternity Leave, Notice Requirements, Parental Leave

See All Updates »

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

See All Updates »

Some Limited Trouble with Tibble? Part II –Supreme Court Decides Excessive-Fee Case Involving 401(k) Plan

Earlier this week, the U.S. Supreme Court unanimously decided the case of Tibble v. Edison International. In Tibble, the Court held that the statute of limitations under the Employee Retirement Income Security Act of 1974…more

401k, Breach of Duty, Duty to Monitor, ERISA, Fiduciary Duty

See All Updates »

Proposed Regulations May Limit Valuation Discounts for Family-Owned Entities

Individuals who wish to make gifts or other transfers of interests in family-owned/controlled entities, such as closely-held businesses, limited partnerships, or limited liability companies should consider making such transfers…more

Family Businesses, Gift Tax, Gifts, IRS, Proposed Legislation

See All Updates »

SEC Targets Another Fund Board in Recent Enforcement Case

The U.S. Securities and Exchange Commission (“SEC”) recently issued an Order Instituting Proceedings (“Order”) against the administrator and compliance services provider, as well as current and former members of the boards of…more

Board of Trustees, Compliance, Disclosure Requirements, Enforcement, Penalties

See All Updates »

SEC Amends Rule 2a-7 to Eliminate References to NRSRO Ratings and to Revise Issuer Diversification Requirements

The U.S. Securities and Exchange Commission (SEC) recently adopted amendments (Amendments) to remove references to credit ratings in Rule 2a-7 under the Investment Company Act of 1940, as amended (1940 Act), the primary rule…more

ABS, Asset Diversification, Bonds, Diversification Requirements, Dodd-Frank

See All Updates »

SEC Proposes New Exemptive Rule to Regulate Funds’ Use of Derivatives

At an open meeting of the U.S. Securities and Exchange Commission (SEC) today, the SEC by a three-to-one vote approved the proposal (Proposal) of new Rule 18f-4 under the Investment Company Act of 1940 (1940 Act) and amendments…more

Derivatives, Investment Advisers Act of 1940, Investment Companies, Public Comment, Risk Management

See All Updates »

With Its End in Sight, EB-5 Survives!

In an uninteresting turn of events last week, Congress has passed the Omnibus Bill, which contained a provision extending the EB-5 program until September 30, 2016, with no other changes to the program. As previously discussed,…more

EB-5, Popular, Real Estate Development, Visas

See All Updates »

Financial Services Quarterly Report - Fourth Quarter 2015: Is the U.S. SEC IM Guidance Update Initiative Becoming a Thing of the Past?

Over the past three years, the Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (Commission) has provided informal guidance and interpretations regarding issues of relevance to the…more

Cybersecurity, Division of Investment Management, Escheat, Guidance Update, Investment Management

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

CIS Legal Update - May 2013: Cyprus Bailout: Legal Issues Arising

Many with significant balances in certain Cyprus banks are going to suffer substantial losses as a result of the terms of the Cyprus bailout and the restructuring of the Bank of Cyprus and Laiki Bank. Account holders will…more

Breach of Duty, Cyprus Bailout, Misrepresentation

See All Updates »

Financial Services Quarterly Report - Fourth Quarter 2015: Is the U.S. SEC IM Guidance Update Initiative Becoming a Thing of the Past?

Over the past three years, the Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (Commission) has provided informal guidance and interpretations regarding issues of relevance to the…more

Cybersecurity, Division of Investment Management, Escheat, Guidance Update, Investment Management

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Court Sides with FTC on Sweeping Data Security Role

Executive Summary: Federal Trade Commission v. Wyndham Worldwide Corp. A U.S. District Court has ruled this week that the Federal Trade Commission (FTC) has authority under Section 5 of the FTC Act to bring enforcement…more

Cybersecurity, Data Protection, FTC, Wyndham

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Private Equity - Winter/Spring 2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 - BDCs…more

Private Equity, Private Equity Funds, Venture Capital

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

How to protect investments in Indonesia despite the termination of its Bilateral Investment Treaties

Various nationalistic measures have been taken by states in Asia against foreign investors in recent times. Investment treaties provide investors with protection against such incursions and, if necessary, a means by which…more

Bilateral Investment Treaties, Foreign Investment, Free Trade Agreement, Indonesia, Investment Funds

See All Updates »

DAMITT – How Long Does it Take to Conduct U.S. Antitrust Merger Investigations?

Dechert’s Antitrust Merger Investigation Timing Tracker (DAMITT) finds that significant antitrust merger investigations in the U.S. currently are taking 10 months which is about 30%-40% longer than in prior years…more

Antitrust Investigations, Antitrust Provisions, Corporate Counsel, Mergers, Young Lawyers

See All Updates »

ABS Las Vegas 2015

A securitization community coming off of record issuances in 2014 has entered the new year with a mixture of nerves and optimism.  An estimated 6,500 finance professionals and attorneys converged for the 2015 ABS Las Vegas…more

Collateralized Loan Obligations, Equity Investors, Investors, Risk Retention

See All Updates »

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

See All Updates »

US Commerce and Treasury Departments Further Ease Restrictions Against Cuba

The U.S. Commerce and Treasury Departments announced on January 26, 2016, actions to ease certain restrictions on transactions involving Cuba. The new actions do not significantly expand the types of activities in which U.S…more

Air Carriers, Corporate Counsel, Cuba, Embargo, Export Controls

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

When Are Securities Act Claims Untimely? The Court of Appeals for the Third Circuit Places a Heavier Burden on Defendants

The Securities Act of 1933, 15 U.S.C. § 77a et seq., provides for civil liability when a registration statement or prospectus contains material misrepresentations or omissions. Section 13 of the Securities Act, 15 U.S.C. § 77m,…more

Misrepresentation, Pleading Standards, Registration, Securities Act of 1933, Statute of Limitations

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Department of Labor Guidance on Joint Employment Highlights Risks for Employers

In a recent OnPoint, Dechert discussed the National Labor Relations Board’s controversial decision in Browning-Ferris Industries of California, Inc., in which the Board abandoned its long-standing joint employer test in favor of…more

DOL, FLSA, Joint Employers, Migrant Workers, Seasonal Workers

See All Updates »

Volcker Rule – Five Years On

After years of delays, changes and significant debate, the Volcker Rule is now, largely, in full effect. Sold to a sometimes intellectually incurious Congress and the electorate as a central piece of legislation to limit…more

Banking Sector, Financial Institutions, Hedge Funds, Private Equity Funds, Proprietary Trading

See All Updates »

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

See All Updates »

Navigating the New Partnership Audit Rules: Sea Change or Same Course?

The recently enacted Bipartisan Budget Act of 2015 amended existing Internal Revenue Code of 1986, as amended (the “Code”) rules governing tax audits of partnerships in the U.S. These new rules primarily impact partnerships with…more

Audits, Bipartisan Budget, Internal Revenue Code (IRC), IRS, Operating Agreements

See All Updates »

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

See All Updates »

Financial Services Quarterly Report - Fourth Quarter 2015: And a Partridge in a Pear Tree: Top 12 Regulatory Heads-up for the Holidays – from Asia and Beyond

1st Day of Christmas – UCITS V* - The UCITS V Directive (UCITS V) introduces specific provisions on: - (i) eligibility, liability and delegation of depositaries; - (ii) remuneration policies;…more

Accredited Investors, China, Derivatives, Dodd-Frank, ESMA

See All Updates »

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

See All Updates »

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

See All Updates »

White House Issues Executive Order on CyberSecurity

The Obama Administration has long expressed concerns about the vulnerability of America’s critical infrastructure to cyber-attack. On February 12, 2012, the day of the President’s State of the Union address, the Administration…more

Barack Obama, Critical Infrastructure Sectors, Cybersecurity, Cybersecurity Framework, DHS

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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)

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Regulatory Enforcement in the UK - A Retrospective on 2015. Can the Fines Get Any Bigger?

When the UK Financial Services Authority became the Financial Conduct Authority (“FCA”) in April 2013, we were told that this would herald a tougher and more intrusive style of regulation. The FCA’s enforcement record in the…more

Asset Management, Enforcement Actions, Financial Conduct Authority (FCA), Financial Crimes, Fines

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Pending Luxembourg Bill Introduces Widespread Changes Affecting SIFs, SICARs and Part II UCIs

Following hot on the heels of the introduction of the bill to implement the reserved alternative investment fund (RAIF), on 18 January 2016, the Luxembourg government deposited with Parliament a bill of law (Bill) to amend,…more

AIFMD, Collective Investment Schemes, Investment Funds, Investors, Luxembourg

See All Updates »

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

See All Updates »

SEC’s Proposed Modernized Reporting Regime: Effects on ETF Sponsors

The U.S. Securities and Exchange Commission (SEC) on May 20, 2015 unanimously approved proposed rules, forms and amendments that are intended to modernize and enhance the reporting and disclosure of information by investment…more

Asset Management, EFTs, Filing Requirements, Financial Markets, Form N-Cen

See All Updates »

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

See All Updates »

Financial Services Quarterly Report - Third Quarter 2015: Letter from Amsterdam: Dechert and European Private Equity CFOs and COOs Share Key Regulatory Concerns

Dechert was again pleased to support the SuperReturn CFO/COO Forum, held in Amsterdam in September. Nearly 200 GPs, LPs and key individuals from the private equity and venture capital industry came together for three days of…more

AIFMD, Asia Pacific, BEPS, CFOs, COOs

See All Updates »

Secured Creditors Beware: Overvalued Properties in Bankruptcy

An overvalued property may now have a bigger impact on a secured creditor’s bottom-line during bankruptcy. Splitting with the Seventh Circuit, the Fifth Circuit in Southwest Securities, FSB v. Segner (In the Matter of…more

Commercial Bankruptcy, Corporate Counsel, Property Valuation, Secured Creditors

See All Updates »

PSC Register – The Next Step in UK Corporate Transparency

UK companies and LLPs will be required to keep a register of people with “significant control” over the company (the “PSC Register”) from 6 April 2016 which will be publically accessible and will need to be filed at Companies…more

Corporate Counsel, Filing Requirements, Limited Liability Partnerships, Person of Significant Control (PSC Register), Small Business

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

Pending Luxembourg Bill Introduces Widespread Changes Affecting SIFs, SICARs and Part II UCIs

Following hot on the heels of the introduction of the bill to implement the reserved alternative investment fund (RAIF), on 18 January 2016, the Luxembourg government deposited with Parliament a bill of law (Bill) to amend,…more

AIFMD, Collective Investment Schemes, Investment Funds, Investors, Luxembourg

See All Updates »

SEC Amends Rule 2a-7 to Eliminate References to NRSRO Ratings and to Revise Issuer Diversification Requirements

The U.S. Securities and Exchange Commission (SEC) recently adopted amendments (Amendments) to remove references to credit ratings in Rule 2a-7 under the Investment Company Act of 1940, as amended (1940 Act), the primary rule…more

ABS, Asset Diversification, Bonds, Diversification Requirements, Dodd-Frank

See All Updates »

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

See All Updates »

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

See All Updates »

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

See All Updates »

US Commerce and Treasury Departments Further Ease Restrictions Against Cuba

The U.S. Commerce and Treasury Departments announced on January 26, 2016, actions to ease certain restrictions on transactions involving Cuba. The new actions do not significantly expand the types of activities in which U.S…more

Air Carriers, Corporate Counsel, Cuba, Embargo, Export Controls

See All Updates »

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

See All Updates »

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

See All Updates »

Restricting Shareholders’ Ability to Challenge Corporations: Delaware Chancery Court Upholds Companies’ Right to Select Forum for Suits Against Them

The U.S. state of Delaware’s courts, particularly the Court of Chancery, are usually thought of as doughty protectors of shareholder rights. But some recent decisions have, in fact, narrowed such rights. Following close upon the…more

Forum, Forum Selection, Forum Shopping, Shareholder Litigation, Shareholder Rights

See All Updates »

Private Equity Newsletter - Winter 2014 Edition: It is Time for Public to Private Deals in France for PE Funds

With covenant pressure, softness on business plans and uncertainties on market perspectives, mid-cap listed companies are facing increased downward pressure on their stock prices, luring private equity specialists and strategic…more

EU, Foreign Investment, Going-Private Transactions, Investors, Private Equity

See All Updates »

DAMITT – How Long Does it Take to Conduct U.S. Antitrust Merger Investigations?

Dechert’s Antitrust Merger Investigation Timing Tracker (DAMITT) finds that significant antitrust merger investigations in the U.S. currently are taking 10 months which is about 30%-40% longer than in prior years…more

Antitrust Investigations, Antitrust Provisions, Corporate Counsel, Mergers, Young Lawyers

See All Updates »

Recent SEC Enforcement Action Against KBR Warns Against Restrictive Confidentiality Agreements

The SEC Enforcement Action - A recent enforcement action by the U.S. Securities and Exchange Commission aims to protect employees from signing confidentiality agreements that would prevent them from acting as…more

Confidentiality Agreements, Dodd-Frank, Enforcement Actions, Internal Investigations, KBR (formerly Kellogg Brown & Root)

See All Updates »

3rd Annual IMN Single Family Rental Investment Forum – 7 Thoughts on the State of the Single Family Rental Market

The 3rd Annual IMN Single Family Rental (SFR) Investment Forum was held at the Loews Hotel in Miami Beach last week.  Over 1,000 SFR professionals attended the forum, including buyers, investors, lenders and service providers. …more

Lenders, Mortgage-Backed Securities, Real Estate Investments, Real Estate Market, Secured Debt

See All Updates »

Recent development on taxation of securities lending transactions

On 13 January 2016 the German Federal Finance Court (Bundesfinanzhof –“BFH”) published its ruling on securities lending transactions (“Ruling”). The Ruling was long-awaited and rumor had it that it might bring about a…more

Germany, Lending, Tax Liability

See All Updates »

US Commerce and Treasury Departments Further Ease Restrictions Against Cuba

The U.S. Commerce and Treasury Departments announced on January 26, 2016, actions to ease certain restrictions on transactions involving Cuba. The new actions do not significantly expand the types of activities in which U.S…more

Air Carriers, Corporate Counsel, Cuba, Embargo, Export Controls

See All Updates »

Opportunities for Banking Entities Under the Joint Venture Provision of the Volcker Regulations

Under the Volcker Regulations (Regulations), banking entities are sharply restricted in their ability to invest in and sponsor entities that are treated as “covered funds.” During the rulemaking process, the Volcker Agencies…more

Banks, Covered Funds, Joint Venture, Volcker Rule

See All Updates »

Improving the Gender Balance on British Boards

Lord Davies of Abersoch published on 29 October 2015, a five year review of his 2011 report aimed at improving the gender balance at the top of British business. There has been a significant improvement in the…more

Board of Directors, Code of Conduct, Diversity, Gender Equity, UK

See All Updates »

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy…more

Corporate Counsel, Exclusions, New Guidance, Ordinary Course of Business Defense, SEC

See All Updates »

The 15(c) Process Continues to be a Focus of the SEC Enforcement Staff

Two recent SEC Enforcement Division administrative settlements reinforce the importance for fund boards of directors and fund advisers to maintain a robust annual advisory contract renewal process…more

Asset Management, Board of Directors, Enforcement Actions, Fund Managers, Investment Adviser

See All Updates »

Orderly Unwinding: Here to Stay?

The International Swaps and Derivatives Association (ISDA) recently issued the ISDA 2014 Resolution Stay Protocol (Protocol), which takes effect on 1 January 2015. The Protocol aims to prevent adhering parties from immediately…more

Banks, Derivatives, FDIC, Federal Reserve, FSB

See All Updates »

New Withholding Tax Exemption for Private Placements in the UK

Interest paid by UK companies is generally subject to withholding tax at 20%. Although various exemptions apply, most notably in respect of interest payments to banks and other UK companies, and in respect of securities listed…more

Corporate Taxes, Exemptions, Interest Payments, Private Placements, Securities

See All Updates »

Class Certification Derailed: D.C. Circuit Applies Supreme Court’s Comcast Decision

Key Points: - Defendants in antitrust cases may be able to defeat class certification by demonstrating that the plaintiffs’ damages model yields false positives – i.e., that the model calculates injury where none could…more

See All Updates »

Examination in England of a Non-Resident Foreign Officer of a Judgment Debtor

Obtaining a judgment is one thing, enforcing it is another. The location of a judgment debtor’s assets can be unknown or deliberately hidden. A judgment creditor may therefore wish to obtain information from a judgment debtor as…more

Corporate Officers, Deutsche Bank, Foreign Judgments, Judgment Creditors, Judgment Debtors

See All Updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - December 2015 - Issue 11: UK

HM Treasury Publishes Draft Technical Legislative Amendments for UCITS V - HM Treasury published a consultation on 23 October 2015, including a draft statutory instrument, on technical changes to the Financial Services and…more

Asset Management, Debt Market, Financial Conduct Authority (FCA), FSMA, HM Treasury

See All Updates »

Financial Services Quarterly Report - First Quarter 2013: Dealing With Investment Errors: A U.S. Perspective

No professional investment adviser would intentionally make a trade or investment error. However, such errors occur from time to time. Formulating an appropriate response to investment errors can be challenging for investment…more

Damages, Duty of Care, Fiduciary Duty, Investment Adviser, Reimbursements

See All Updates »

Ninth Circuit Rules that Say-On-Pay Suit Belongs in State Court

In a recent ruling, the United States Court of Appeals for the Ninth Circuit concluded that certain related shareholder derivative suits arising out of a say-on-pay decision involving Pico Holdings, Inc. (the “Company”) were…more

Board of Directors, Derivative Suit, Dodd-Frank, Executive Compensation, Fiduciary Duty

See All Updates »

Protecting Americans from Tax Hikes Act of 2015 Approved by Congress and Signed by the President

President Obama signed the Protecting Americans from Tax Hikes Act of 2015 (the “Act”) into law on December 18, 2015. The Act extends retroactively certain provisions of the Internal Revenue Code (the “Code”) that had expired at…more

FIRPTA, Internal Revenue Code (IRC), IRS, Popular, Protecting Americans from Tax Hikes (PATH) Act

See All Updates »

Global Private Equity Newsletter - Winter 2016 Edition: Enhanced Investment Opportunities in 2016 for U.S. Financial Investors and Their Portfolio Companies in Germany – A Closer Look at Trends and Related Transaction Terms

While for some years, profitable and market leading private equity backed companies pro-actively pursued acquisition opportunities in the U.S., U.S. buyers are increasingly looking to Germany and other parts of Western Europe…more

Acquisitions, Foreign Investment, Germany, Mergers, Portfolio Companies

See All Updates »

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

CFTC, ERISA, Filing Requirements, Form 13F, Investment Adviser

See All Updates »

Publicly Traded Partnership Proposed Regulations

Widely held partnerships are a significant source of funding for oil, gas and certain natural resources projects, but the publicly traded partnership (“PTP”) rules can cause such partnerships to be treated as corporations for…more

Corporate Taxes, Double Taxation, Energy Projects, Energy Sector, Fracking

See All Updates »

A Case Study: How the Record Breaking Antitrust Penalty Against Qualcomm Transforms the Landscape of SEPs Licensing in China

The PRC National Development and Reform Commission (NDRC) finally concluded its antitrust investigations against Qualcomm and issued an administrative sanction on February 10, 2015, putting an end to the 16-month investigation…more

Abuse of Dominance, Antitrust Investigations, China, FRAND, License Agreements

See All Updates »

Private Equity - Winter/Spring 2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 - BDCs…more

Private Equity, Private Equity Funds, Venture Capital

See All Updates »

SEC IM Staff Issues Guidance on Proxy Voting Responsibilities of Investment Advisers

The U.S. Securities and Exchange Commission’s (SEC) Divisions of Investment Management (IM) and Corporate Finance (CF) released a staff legal bulletin (Bulletin) on June 30, 2014, covering various issues involved with proxy…more

Compliance, Investment Adviser, Investment Management, Proxy Voting Guidelines, SEC

See All Updates »

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)

See All Updates »

In RE MFW Shareholders Litigation: Delaware Chancery Court Answers Novel Question of Law and Applies Business Judgment Rule to a Controlling Stockholder-backed Going-Private Merger

Addressing an unsettled area of Delaware law, the Delaware Court of Chancery (the “Chancery Court”) revisited the appropriate standard of review for a going-private merger with a controlling stockholder…more

Business Judgment Rule, Going-Private Transactions, Mergers, Shareholder Litigation, Shareholders

See All Updates »

Global Private Equity Newsletter - Winter 2016 Edition: Enhanced Investment Opportunities in 2016 for U.S. Financial Investors and Their Portfolio Companies in Germany – A Closer Look at Trends and Related Transaction Terms

While for some years, profitable and market leading private equity backed companies pro-actively pursued acquisition opportunities in the U.S., U.S. buyers are increasingly looking to Germany and other parts of Western Europe…more

Acquisitions, Foreign Investment, Germany, Mergers, Portfolio Companies

See All Updates »

Germany's Amended Investment Ordinance

The Investment Ordinance (Anlageverordnung – “Investment Ordinance” or “AnlV”), as recently amended and as discussed in more detail below, applies to the investments and the asset allocation of insurance companies and pension…more

AIFMD, AIFS, Companies Ordinance, Germany, Insurance Industry

See All Updates »

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy…more

Corporate Counsel, Exclusions, New Guidance, Ordinary Course of Business Defense, SEC

See All Updates »

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

See All Updates »

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising…more

Breach of Duty, DE Supreme Court, Exculpatory Clauses, Fiduciary Duty, Independent Boards

See All Updates »

Achieve Pay Equity Act and Other Developments Impose Additional Requirements on New York Employers

New York employers should be aware of various new laws that have been enacted with the stated purpose of protecting and furthering women's equality in the State of New York. These new laws impose a number of significant burdens…more

Achieve Pay Equity Act (APEA), Equal Pay, Gender-Based Pay Discrimination, Governor Cuomo, NLRA

See All Updates »

SEC Proposes to Amend Form ADV and Investment Adviser Recordkeeping Rules

The U.S. Securities and Exchange Commission (SEC or Commission) recently proposed amendments to Form ADV and to Rule 204-2 (Recordkeeping Rule) and other rules under the Investment Advisers Act of 1940, as amended (Advisers…more

CCO, Disclosure Requirements, Dodd-Frank, Form ADV, Investment Adviser

See All Updates »

National Labor Relations Board’s New Joint Employer Standard Expands Risks for Employers

In a potentially game-changing decision in Browning-Ferris Industries of California, Inc., a three-member majority of the National Labor Relations Board (the “Board”) cast aside its long-standing joint employer test in favor of…more

Browning-Ferris Industries of California Inc., Franchises, Joint Employers, NLRB, Unions

See All Updates »

Update – Disapproving the Approval Process: IRS Provides Additional Guidance on the Curtailment of the Determination Letter Program

The Internal Revenue Service (the “IRS”) recently released Notice 2016-03, which provides additional details for plan sponsors on the curtailment of the determination letter process for individually designed tax-qualified…more

Determination Letter, Employee Benefits, IRS, Qualified Retirement Plans

See All Updates »

CREFC and MBA/CREF: A Hitchhiker’s Guide to Alternate Universes

That whole alternate universe thing, the conceit of so many sci-fi novels, is clearly not merely the product of fevered minds. It’s real. Or, at least it seemed awfully real after having been at the CREFC meeting in Miami and…more

Bonds, CMBS, CREFC, GSE, Structured Finance

See All Updates »

UK Government Proposes New Insider Dealing Powers in the Wholesale Energy Markets

The Department of Energy and Climate Change published a Consultation on 6 August 2014 seeking views on its proposals to introduce new criminal offences for insider dealing in and the manipulation of the wholesale energy markets…more

Energy Market, Energy Policy, EU, Insider Trading, Market Manipulation

See All Updates »

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

See All Updates »

Global Private Equity Newsletter - Winter 2016 Edition: Recent Developments in Acquisition Finance

Two recent court decisions may result in a broadening of the range of options available to an equity sponsor in respect of an insolvent portfolio company. The first decision may provide increased flexibility in structuring asset…more

Absolute Priority Rule, Acquisition Finance, Board of Directors, Breach of Duty, Business Judgment Rule

See All Updates »

SEC Staff Issues Money Market Fund Reform Frequently Asked Questions

The Staff of the Division of Investment Management (Staff) of the U.S. Securities and Exchange Commission (SEC or Commission) has published responses to frequently asked questions (FAQs) regarding the SEC’s 2014 amendments…more

Amortization, Capital Contributions, Disclosure Requirements, Division of Investment Management, Floating NAV

See All Updates »

Private Equity Newsletter - Winter 2014: Is the Swim Worth It? Weighing a U.S. Listing as Exit Strategy

Over the past two years, Dechert has witnessed a noticeable increase in interest from non-U.S. companies in pursuing a listing of equity securities on a U.S. securities exchange. This has been due in part to the continued…more

Dodd-Frank, Exit Strategies, JOBS Act, Private Equity, Sarbanes-Oxley

See All Updates »

The Uniform Rapid Suspension System – ICANN’s fast-track domain name complaints procedure

ICANN’s Uniform Rapid Suspension System (URS) seeks to offer trademark holders a quick and cost-effective way of tackling infringing domain names. The URS is designed to sit alongside the existing Uniform Domain Name Resolution…more

Clear and Convincing Evidence, Domain Names, Fast Track Process, gTLD, ICANN

See All Updates »

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

See All Updates »

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

See All Updates »

Pennsylvania Court Dismisses Shareholder Derivative Action Against Directors of H.J. Heinz Under Cuker v. Mikalauskas and the ALI Principles of Corporate Governance

The Honorable Christine Ward of the Allegheny County Court of Common Pleas in Pittsburgh dismissed a consolidated shareholder derivative suit against the Board of Directors of H.J. Heinz Co. (“Heinz”) following a recommendation…more

Corporate Governance, Derivative Suit, Heinz, Shareholders

See All Updates »

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

See All Updates »

SEC Staff Issues Interpretive Guidance on Recently Adopted Amendments to Rule 506 Addressing General Solicitation and Bad Actors

Effective September 2013, the U.S. Securities and Exchange Commission (SEC) amended Rule 506 of Regulation D to (1) permit, in certain circumstances, an issuer to engage in general solicitation and general advertising in…more

Bad Actors, Compliance, General Solicitation, Regulation D, Rule 506 Offerings

See All Updates »

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising…more

Breach of Duty, DE Supreme Court, Exculpatory Clauses, Fiduciary Duty, Independent Boards

See All Updates »

The EU-U.S. Safe Harbor Decision: Implications for the Asset Management Industry

In our recent OnPoint, we reported that the Court of Justice of the European Union (CJEU) declared that the “Safe Harbor,” upon which many companies in the EU and U.S. relied to share data both within and outside of their…more

Asset Management, EU, EU Data Protection Laws, International Data Transfers, Personal Data

See All Updates »

Important Updates Concerning the Accreditation Procedure for Branches/ROs of Foreign Companies in Russia

The procedure for the accreditation of branches/representative offices of foreign companies (“Branches/ROs”) in Russia, as well as for obtaining the personal accreditation of foreign employees of such Branches/ROs, was…more

Accreditation, Foreign Corporations, New Legislation, Russia

See All Updates »

Financial Services Quarterly Report - Third Quarter 2015: Recent Developments in U.S. “Excessive Fee” Litigation

The U.S. mutual fund industry is poised to see significant developments in the ongoing wave of Section 36(b) “excessive fee” litigation. Days apart in August, the Seventh Circuit Court of Appeals affirmed the grant of summary…more

Appeals, Arms Length Transactions, Board Deferance, Board of Directors, Excessive Fees

See All Updates »

Russia: Citizens with Dual Citizenship Have to Inform Migration Services of Their Second Citizenship

As of August 4, 2014, citizens with dual citizenship have to inform Migration Services of their second citizenship. Criminal liability for non-compliance with the requirements is fee from RUB 200,000 or compulsory community…more

Citizenship, Dual Citizenship, Russia

See All Updates »

U.S. Fund Litigation Update: Where We are Now and Where We Could be Headed

Five years removed from the credit crisis and “great recession” of 2008, the U.S. fund industry still faces substantial litigation risk, both in terms of ongoing cases that challenge the core of the advisory/sub-advisory model…more

Investment Companies, Investment Company Act of 1940, Investment Funds, SEC, Securities Act of 1933

See All Updates »

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy…more

Corporate Counsel, Exclusions, New Guidance, Ordinary Course of Business Defense, SEC

See All Updates »

Second Circuit Overturns Lower Court's Refusal to Approve SEC Settlement With Citigroup

In an eagerly anticipated decision, the U.S. Court of Appeals for the Second Circuit vacated the 2011 decision of Judge Jed S. Rakoff of the U.S. District Court for the Southern District of New York, rejecting a proposed…more

Appeals, Chevron Deference, Citigroup, Consent Decrees, Enforcement

See All Updates »

CIS Legal Update - September 2013: The Supreme Arbitrazh Court Provides Case Studies on Defending Property Rights

In defending their property rights in the Russian Federation (the “RF”), plaintiffs sometimes fail to either establish the appropriate legal means to pursue a claim in court or correctly identify the defendant. In an attempt to…more

Private Property, Russia

See All Updates »

U.S. Federal Housing Finance Agency Acts to Prohibit Federal Home Loan Bank Membership by Captive Insurance Companies

The Federal Housing Finance Agency (FHFA or Agency) on January 12, 2016 finalized a portion of the proposed rule that it had issued on September 12, 2014 redrawing the criteria for Federal Home Loan Bank (FHLBank) membership…more

Captive Insurance Company, Federal Loans, FHFA, FHLB, Mortgage Lenders

See All Updates »

A Case Study: How the Record Breaking Antitrust Penalty Against Qualcomm Transforms the Landscape of SEPs Licensing in China

The PRC National Development and Reform Commission (NDRC) finally concluded its antitrust investigations against Qualcomm and issued an administrative sanction on February 10, 2015, putting an end to the 16-month investigation…more

Abuse of Dominance, Antitrust Investigations, China, FRAND, License Agreements

See All Updates »

Ninth Circuit Affirms Conviction in Harkonen, Rejects the Defendant’s “Off-Label” First Amendment Challenge

On March 4, 2013, a panel of the United States Court of Appeals for the Ninth Circuit issued its opinion in United States v. Harkonen,1 a case in which the CEO of a pharmaceutical company was prosecuted for transmitting…more

First Amendment, Free Speech, Marketing, Off-Label Promotion, Off-Label Use

See All Updates »

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

See All Updates »

New Foreign Equivalency Determination Regulations

The IRS released final regulations under Internal Revenue Code Sections 4942 and 4945 on September 25, 2015, specifically addressing grants by private foundations to foreign organizations. These final regulations are partly…more

Foreign Entities, Foreign Equivalency Determination, Grants, Internal Revenue Code (IRC), IRS

See All Updates »

IPOs - Attractive Exit Alternative For Financial Sponsors

The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to…more

Board of Directors, C-Corporation, Capital Formation, Corporate Financing, Corporate Structures

See All Updates »

The New Landscape for Inversions: IRS and Treasury Change the Rules

The Internal Revenue Service (“IRS”) and Treasury Department issued Notice 2014-52 (the “Notice”) targeting corporate inversions on September 22, 2014 (the “Notice Date”) in the U.S. Tax considerations are important for…more

Controlled Foreign Corporations, Corporate Taxes, Cross-Border, Foreign Subsidiaries, IRS

See All Updates »

Investment Funds Update - Europe: Legal and regulatory updates for the funds industry from the key asset management centres and primary European fund domiciles - January 2016 - Issue 12: Germany

German Federal Government Passes Draft Bill to Amend Financial Market - The German federal government passed the draft bill to amend financial market laws on 6 January 2016 (“Erstes Finanzmarktnovellisierungsgesetz”,…more

Asset Management, BaFin, Board of Directors, EU, Germany

See All Updates »

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

See All Updates »

U.S. Supreme Court Rejection of the “Scope of the Patent” Test in FTC v. Actavis Has Wide-Ranging Implications

Key Points: - Patent settlements must be analyzed under the rule of reason, requiring a full analysis of the net competitive effects - Payments to an alleged infringer may be permissible if justified by, for…more

Actavis Inc., FTC, FTC v Actavis, Generic Drugs, Hatch-Waxman

See All Updates »

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

The Luxembourg government recently launched the “reserved alternative investment fund” – a new form of Luxembourg AIF that does not require prior approval from the Luxembourg supervisory authority, the CSSF. In other…more

AIF, Bonds, CSSF, Diversification Requirements, Financial Services Industry

See All Updates »

Global Private Equity Newsletter - Winter 2016 Edition: Hong Kong Profits Tax Exemption for Private Equity Funds

The Inland Revenue (Amendment) (No.2) Ordinance 2015 (the “Amendment Ordinance”) came into effect on July 17, 2015, extending Hong Kong profits tax exemption to offshore private equity (“PE”) funds…more

Hong Kong, New Amendments, Offshore Funds, Private Equity Funds, Securities

See All Updates »

The Trans-Pacific Partnership agreement (TPP), which promises significant trade liberalization and investment protection, is finally agreed

After 10 years of negotiations, trade ministers from 12 Pacific Rim countries representing 40% of the world’s economy and one-third of global trade have reached a trade agreement, referred to as the Trans-Pacific Partnership…more

Arbitration, Asia Pacific, Currency Exchange, Dispute Resolution, Environmental Policies

See All Updates »

Delaware Supreme Court Confirms Exculpatory Clauses Have Teeth, and Can Be Used By Director Defendants At The Pleading Stage

In a decision with important implications for directors of public companies, the Delaware Supreme Court overturned two Chancery Court opinions and ruled that independent directors facing breach of duty of care claims arising…more

Breach of Duty, DE Supreme Court, Exculpatory Clauses, Fiduciary Duty, Independent Boards

See All Updates »

Starting a Hedge Fund in 2015

Hedge funds are well into the transition from bastions of alternative investment to being accepted into the mainstream investment marketplace. It is now estimated that global hedge fund assets under management amount to in…more

AIFMD, Capital Gains, EEA, ERISA, EU

See All Updates »

Private Equity - Winter/Spring 2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 - BDCs…more

Private Equity, Private Equity Funds, Venture Capital

See All Updates »

The New Terrorism Risk Insurance: Still a Cost of Doing Business

TRIA is back. - On November 26, 2002, in the wake of the September 11th attacks, President Bush signed the Terrorism Risk Insurance Act of 2002 (TRIA), and with it, breathed life into a new player in the catastrophic…more

Amended Legislation, Commercial Insurance Policies, Corporate Counsel, Property Insurance, Terrorism Insurance

See All Updates »

AIM and Euroclear Improve Ability of US Issuers to Access London Capital Market

The London Stock Exchange ("LSE") on 7 August 2015, published AIM Notice 411 and issued new guidance in Inside AIM2 on certain U.S. securities known as "Regulation S, Category 3 securities," which is intended to improve the…more

AIM, Capital Markets, CREST, EU Central Securities Depository Directive, Euroclear

See All Updates »

The SEC Revamps Regulation A with Proposed Regulation A+

Introduction - The Securities & Exchange Commission (the “SEC”) proposed significant revisions to Regulation A on December 18, 2013, as mandated by Congress under Title IV of the Jumpstart Our Business Startups Act of…more

JOBS Act, Regulation A, SEC, Securities Act of 1933, Title IV

See All Updates »

PSC Register – The Next Step in UK Corporate Transparency

UK companies and LLPs will be required to keep a register of people with “significant control” over the company (the “PSC Register”) from 6 April 2016 which will be publically accessible and will need to be filed at Companies…more

Corporate Counsel, Filing Requirements, Limited Liability Partnerships, Person of Significant Control (PSC Register), Small Business

See All Updates »

Examination in England of a Non-Resident Foreign Officer of a Judgment Debtor

Obtaining a judgment is one thing, enforcing it is another. The location of a judgment debtor’s assets can be unknown or deliberately hidden. A judgment creditor may therefore wish to obtain information from a judgment debtor as…more

Corporate Officers, Deutsche Bank, Foreign Judgments, Judgment Creditors, Judgment Debtors

See All Updates »