Dechert LLP

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

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

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

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Clarifications on Liability of Officers of Russian Companies

The Plenum of the Supreme Arbitrazh Court at the end of August 2013 published Resolution No. 62 (the "Resolution"), dated 30 July 2013, which provides a number of clarifications with respect to the liability of officers of…more

Liability, Officers, Russia

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U.S. Federal Reserve Board Adopts Enhanced Prudential and Intermediate Holding Company Requirements for Foreign Banking Organizations

The Federal Reserve Board (Board) recently adopted final rules representing the most significant change in U.S. regulation of foreign banking organizations (FBOs) since the International Banking Act of 1978. Perhaps most…more

Bank Holding Company, Banks, Federal Reserve, Financial Regulatory Reform, Foreign Banks

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Russia’s Imposition of Russian Law in Crimea: What Does This Mean for Companies Operating in Crimea and How Can Investors Protect Crimean Investments?

Against the backdrop of a rapidly evolving domestic and international legal landscape in Ukraine, this OnPoint focuses on the practical steps that companies operating in Crimea may consider taking in view of the legal…more

Foreign Banks, Foreign Corporations, Foreign Investment, Foreign Subsidiaries, Investment

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Real World - An Update from Dechert's London Finance and Real Estate Group July 2015: Energy Efficiency in the Rented Sector

The UK government has a target to reduce greenhouse gas emissions by at least 80% by 2050, compared to the 1990 baseline. As domestic buildings were responsible for 25% and non-domestic buildings for 12% of total carbon…more

Commercial Leases, Energy Efficiency, Exemptions, Greenhouse Gas Emissions, Landlords

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

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

Dismissals, EU, Spain, Unitary Patent

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International Employment Law Review - January 2013, Issue 3

Welcome to the latest edition of the International Employment Law Review, presented by Dechert’s Labor and Employment Practice. In this issue, we examine the most significant employment law developments of the year thus far in…more

ADA, Classification, International Labor Laws, NLRB, Paid Leave

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

Tax Proposals in Summer 2015 Budget to Affect UK Asset Managers - The UK Summer Budget was announced on 8 July 2015, and included a number of unexpected tax proposals affecting the UK asset management industry, including…more

AIFS, Asset Management, Benchmarks, Carried Interest, FCA

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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

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TUPE Changes Announced Today - Less Dramatic Reform Than Expected?

TUPE - the Transfer of Undertakings (Protection of Employment) Regulations 2006 - is seen as one of the most complex, difficult and unpredictable areas for businesses to deal with when conducting business sales, outsourcings and…more

Compliance, Financial Regulatory Reform, TUPE, UK

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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

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US Treasury Eyes Online Marketplace Lending

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

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

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ACAS Guidance on Dress Codes

ACAS has recently published guidance for employers based in Great Britain on dress codes. This Dechert OnPoint outlines the key issues raised by the ACAS Guidance that employers should bear in mind when drafting or updating a…more

Dress Codes, UK

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

Tax Proposals in Summer 2015 Budget to Affect UK Asset Managers - The UK Summer Budget was announced on 8 July 2015, and included a number of unexpected tax proposals affecting the UK asset management industry, including…more

AIFS, Asset Management, Benchmarks, Carried Interest, FCA

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

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

Construction Industry, Construction Project, UK, Workplace Safety

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Promotional Allowances in a New Retail Environment: FTC Revises its Fred Meyer Guides

The Commission revised its guidelines for interpreting and complying with the Robinson-Patman Act to account for changes in technology and methods of marketing that have taken place since the last revision in 1990, including the…more

Fred Meyer Guides, FTC, Internet Retailers, Marketing, Retailers

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A Sea Change for Waive-rs? - Proposed Regulations Address Tax Treatment of Management Fee Waivers

The U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (the “IRS”) have issued proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), covering the…more

Business Taxes, Fee Waivers, IRS, Management Fees, Partnerships

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SDNY Bankruptcy Court Allows as a Claim Unamortized Original Issue Discount Generated in a Fair Market Value Exchange

The Bankruptcy Court for the Southern District of New York overseeing the Residential Capital (“ResCap”) cases issued an opinion on November 15, 2013 (the “Opinion”) allowing the unamortized interest associated with original…more

Commercial Bankruptcy, Fair Market Value, Loans, Original Issue Discount, ResCap

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Temporary Suspension of Certain Sanctions Against Iran Extended Until Mid-2015

On November 24, 2014, the United States, the United Kingdom, France, China, Russia and Germany (collectively, the “P5+1”) announced that they will continue current negotiations with Iran regarding its nuclear program and will…more

Extensions, Iran Sanctions, JPOA, P5+1 Nations

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

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

Criminal Prosecution, DOJ, SEC, Subpoenas

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SEC Division of Investment Management Provides Guidance Regarding the Custody Rule and Privately Offered Securities

The Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (SEC) recently posted an IM Guidance Update that expands the applicability of an exception from the Custody Rule (as defined below)…more

Custody Rule, GAAP, Investment Advisers Act of 1940, Investment Company Act of 1940, Investment Management

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Financial Services Quarterly Report - Second Quarter 2015: U.S. FSOC and Global FSB Signal Continued Scrutiny of Financial Stability of the Asset Management Industry

In recent months, both the U.S. Financial Stability Oversight Council (FSOC or Council) and the international Financial Stability Board (FSB) have taken actions signaling their continued interest in evaluating the potential for…more

Asset Management, Financial Services Industry, Financial Stability Acts, FSB, FSOC

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

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

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

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CIS Legal Updates - May 2013: Litigation Updates

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

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

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Real World - Spring 2013: When can tenants escape liability for terminal dilapidations?

Most leases require the tenant to leave the property in a good state of repair at the end of the term. The amount of damages the landlord can recover if the works are not done is limited by section 18 of the Landlord and Tenant…more

Commercial Tenants, Damages, Landlords, Liability, Property Damage

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The Rise of the C-MOA

Since the release of the final U.S. risk retention rule (the “Final Rule”) in October 2014, CLO market participants have been grappling with its ramifications and working to devise solutions that permit collateral managers to…more

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FDA, IP, and FTC Developments in the Run-up to the First U.S. Biosimilar Approval

As we near the fourth anniversary of the enactment of the Biologics Price Competition and Innovation Act, which established the first abbreviated approval route for follow-on biologics in the United States, multiple federal…more

Biologics, Biologics Price Competition and Innovation Act of 2009, Biosimilars, FDA, FTC

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CMBS Issuer wins negligence claim against valuer in English High Court

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

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

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Funds and the Derivatives Markets: Recent Developments and Ongoing Challenges*

INTRODUCTION AND OVERVIEW OF DODD-FRANK TITLE VII - Title VII of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act ("Title VII" or "Dodd- Frank"), enacted on July 21, 2010, provided for the first time a…more

Derivatives, Dodd-Frank, Investment Funds, OTC

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

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

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

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United States: EEOC Challenges to Employer Separation Agreements

In Equal Employment Opportunity Commission v. CVS Pharmacy, Inc., No. 14-cv-863 (N.D. Ill., February 7, 2014), the EEOC alleged that a severance agreement used by CVS Pharmacy, Inc. (“CVS”) violates Title VII of the Civil Rights…more

Civil Rights Act, EEOC, Separation Agreement, Severance Agreements, Title VII

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UK Moroccanoil Passing Off Claim Fails Against Aldi Lookalike Product Miracle Oil

Moroccanoil Israel Limited (MIL) has lost its claim for passing off against supermarket chain Aldi Stores Limited (Aldi) in the Intellectual Property Enterprise Court. Both MIL and Aldi are retailers of argan hair oil under the…more

Misrepresentation, Patent Infringement, Patent Litigation, Patents

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

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

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

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Funds and the Derivatives Markets: Recent Developments and Ongoing Challenges*

INTRODUCTION AND OVERVIEW OF DODD-FRANK TITLE VII - Title VII of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act ("Title VII" or "Dodd- Frank"), enacted on July 21, 2010, provided for the first time a…more

Derivatives, Dodd-Frank, Investment Funds, OTC

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Former Morgan Keegan Directors Settle Valuation Case

The U.S. Securities and Exchange Commission issued a cease and desist order on June 13, 2013 (the “Order”) against former members of the boards of directors (the “RMK Directors” or the “RMK Boards”) of five Regions Morgan Keegan…more

Board of Directors, Business Assets, Directors, Enforcement, Investment Companies

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Financial Services Quarterly Report - Second Quarter 2013

In This Issue: - UK: New Regulators; New Powers - So You Want to be a U.S. Mutual Fund Manager - The New German Rules on High Frequency Trading - Marketing and Distributing Your Fund in the Middle East: Recent…more

AIFMD, ESA Listings, EU, Financial Products, FPC

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Credit Risk Retention Final Rule: Enforcement and Compliance Considerations

Predicting enforcement of the final rule regarding U.S. risk retention is an uncertain task. This OnPoint is designed to provide guidance on possibilities related to consequences of non-compliance, enforcement approaches by…more

Asset-Backed Securities, CMBS, Collateralized Loan Obligations, Dodd-Frank, Enforcement Guidance

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The U.S. Supreme Court Extends Sarbanes-Oxley Whistleblower Protections to Employees of Mutual Fund Investment Advisers and Other Privately-Held Contractors to Public Companies

The Supreme Court of the United States on March 4, 2014 held that employees of a privately-held mutual fund investment adviser are protected under a whistleblower provision enacted as part of the Sarbanes-Oxley Act of 2002…more

Contractors, FMR LLC, Lawson v FMR, Sarbanes-Oxley, SCOTUS

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Preservation of Legal Privilege in Corporate Investigations – A Cross Border Comparison

A D.C. Circuit decision (In re Kellogg Brown & Root, Inc.) has confirmed privilege over employee statements during in-house investigations. Can the world take comfort? This article examines privilege in the context of…more

Attorney-Client Privilege, Corporate Counsel, Cross-Border, Deferred Prosecution Agreements, DOJ

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Distribution of Private Equity Funds in Europe after AIFMD

With the AIFMD now effective, the attention of U.S. private equity sponsors has turned to capital raising in Europe under the new regime. The key impact of the AIFMD for U.S. sponsors is the prohibition on the active marketing…more

AIFMD, Alternative Investment Funds, EEA, EU, Private Equity Funds

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UK Government Responds to BIS Transparency and Trust Discussion Paper

The Department for Business, Innovation and Skills (BIS) on 21 April 2014 published the UK Government’s response to its discussion paper Transparency & Trust: Enhancing the transparency of UK company ownership and increasing…more

BIS, Nominee Directors, Transparency, UK

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2014 CREFC High Yield Distressed Debt Summit

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

Debt, Distressed Asset Stabilization Program

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U.S. SEC Division of Investment Management Issues Cybersecurity Guidance

The Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (SEC) issued a Guidance Update on April 28, 2015 (Guidance) relating to the cybersecurity of registered investment companies and…more

Cybersecurity, Guidance Update, Investment Adviser, Investment Firms, SEC

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

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

Collateralized Loan Obligations, Professional Conferences, Risk Retention, Securitization

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2013 Examination Priorities of the U.S. SEC’s Office of Compliance Inspections and Examinations

The Office of Compliance Inspections and Examinations (“OCIE”) of the Securities Exchange Commission (“SEC”) on February 21, 2013 announced its examination priorities for this year. These highlight market-wide issues such as…more

Broker-Dealer, Clearing Agents, Conflicts of Interest, Fraud, Investment Adviser

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US and Cuba Seek to Normalize Relations; US to Ease Certain Restrictions

President Obama announced on December 17, 2014 that the United States and Cuba will open talks seeking to restore full diplomatic relations, and that the United States will be taking a number of steps to ease restrictions in…more

Barack Obama, Cuba, Foreign Relations

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

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

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

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

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

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

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U.S. SEC Division of Investment Management Issues Cybersecurity Guidance

The Division of Investment Management (Division) of the U.S. Securities and Exchange Commission (SEC) issued a Guidance Update on April 28, 2015 (Guidance) relating to the cybersecurity of registered investment companies and…more

Cybersecurity, Guidance Update, Investment Adviser, Investment Firms, SEC

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

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

Commercial Leases, Grocery Stores, UK

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

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

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

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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

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Commerce Department Extends Deadline for BE-10 Reports and Important Clarifications for Asset Managers and Insurance Companies

On Thursday, May 28, the Bureau of Economic Analysis (BEA) issued an automatic one month extension to all first time filers of the BE-10 Benchmark Survey of U.S. Direct Investment Abroad. The extension grant, coming one day…more

Asset Management, BEA, Bureau of Economic Analysis, Foreign Investment, Form BE-10

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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

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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

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US Imposes Significant Export Restrictions on Russian Oil and Gas Field

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

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

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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

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Rebmasen Law: its major changes

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

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

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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

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SEC Report Embraces Communications through Social Media

The Securities and Exchange Commission (SEC) issued a report on April 2, 2013 concerning its investigation into the use of social media by public companies in the United States (Report). The Report confirms that a public company…more

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Irish UCITS and AIFs Permitted to Invest via Stock Connect

The Central Bank of Ireland (“CBI”) issued an update to its Q&A documents on 15 July 2015 for both UCITS and AIFMD FAQ (“Q&A”) which clarifies how Irish funds can invest in Chinese shares via the Shanghai-Hong Kong Stock Connect…more

AIFMD, AIFS, Central Bank of Ireland, China, Clearing Agencies

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

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

Employee Rights, Parental Leave, UK

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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

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U.S. Basel III Final Rule and its Impact on the Securitization Framework

The three U.S. federal banking agencies (the “Agencies”) have adopted a final rule (the “Rule”) that implements the Basel III regulatory capital framework and comprehensively revises the regulatory capital requirements for all…more

Banks, Basel III, Compliance, Dodd-Frank, New Regulations

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Cables Sliced on Class Action in Comcast Corp. v. Behrend

Key Points - - Comcast Corp. v. Behrend clarifies that the Court's 2011 decision in Wal-Mart v. Dukes, which requires an inquiry into the merits to the extent necessary to resolve Rule 23 issues, extends to antitrust…more

Class Action, Class Certification, Comcast, Comcast v. Behrend, Daubert Ruling

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

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

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

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HSR Filing Threshold Increases to $75.9 Million

The Federal Trade Commission (“FTC”) announced on January 17, 2014 that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised 7 percent from the 2012 levels. As a…more

FTC, Hart-Scott-Rodino Act

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

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

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

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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

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February 2013 U.S. Labor and Employment Update

In This Issue: - Supreme Court to Address “Changing Clothes” under the FLSA - First Appellate Court Decision on FLSA’s Nursing Mother Provision - Courts Continue Trend in Favor of Class Waivers in Arbitration…more

Arbitration Agreements, Breastfeeding, Class Action Arbitration Waivers, Discrimination, Doffing

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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

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

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

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

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Approval Process Disapproved: IRS Curtails the Determination Letter Program

The Internal Revenue Service (the “IRS”) on July 21, 2015, issued Announcement 2015-19, describing important changes to the determination letter program for individually designed tax-qualified retirement plans. These changes…more

Benefit Plan Sponsors, Determination Letter, IRS, Tax Qualified Retirement Plans

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Consideration for Covenants

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

Consideration, Employment Contract, Restrictive Covenants, UK

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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

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SEC Staff to Conduct Broker-Dealer and Investment Adviser Examinations Focused on Cybersecurity

The Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of Compliance Inspections and Examinations (“OCIE”) announced in an April 15, 2014 Risk Alert (the “Alert”) that it will be conducting examinations…more

Cybersecurity, Data Protection, Investment Adviser, OCIE, SEC

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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

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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

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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

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Update on Lifting of SEC Moratorium on Active ETF Use of Derivatives

The staff of the U.S. Securities and Exchange Commission (the “SEC”) released no action relief (the “Letter”) addressed to recipients of 18 prior orders (the “Prior Orders”) granting exemptive relief to launch actively-managed…more

CFTC, ETFs, Moratorium, No-Action Letters, SEC

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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

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BNA INSIGHTS: Enforcement Actions Decline But Fines Hit Historic Highs in 2014

During 2014, the number of enforcement actions brought by federal banking agencies1 continued a downward trend that began in 2011. Federal banking agencies issued 661 formal enforcement actions, representing more than a 55…more

Banking Sector, CFPB, Choke Point, Civil Monetary Penalty, Corporate Fines

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The EB-5 Visa Program: the Rebirth of the Immigration Investor Program

This is a good news story for once. But, of course, since the father of this soupcon of good news is our government, it’s almost unintended. From the ashes of the economic recession of 2008 came the rebirth of the…more

EB-5, Foreign Investment, Foreign Nationals, Green Cards, Visas

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Special High Court Procedures Proposed for Financial Markets Disputes

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

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

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A Sign of Things to Come: Securities and Futures Trends Analysis: Greater Corporate and Individual Accountability for Regulatory Compliance in the Hong Kong Securities and Futures Market

2008 marked the height of the global financial crisis. The intervening years have seen criticism of financial regulators, a variety of enforcement activities and a raft of regulatory reforms. Hong Kong and its Securities and…more

Enforcement Actions, Financial Crisis, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Regulatory Standards

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

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

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

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

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

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

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SEC Issues Guidance Update on Social Media Commentary in Investment Adviser Advertising

The staff of the Division of Investment Management (Staff) of the Securities and Exchange Commission (SEC) has issued an IM Guidance Update (Guidance Update) on the use of social media in investment adviser advertising. The…more

Advertising, Guidance Update, Investment Adviser, Investment Advisers Act of 1940, Ratings

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CIS Legal Update - September 2013: Recent Developments of Russian Court Practice on Lease of Real Estate

The Supreme State Commercial Court of the Russian Federation (the "Supreme State Commercial Court") issued Decree No. 13 (the "Decree") on 25 January 2013 clarifying certain issues relating to lease agreements. The Decree offers…more

Commercial Leases, Land Titles, Leases, Permits, Registration

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FATCA: IRS Relaxes Impending Deadlines for FATCA Compliance, but does not Eliminate the Need to Comply

Compliance with the Foreign Account Tax Compliance Act (“FATCA”) has been causing a great deal of anxiety as the July 1, 2014, start date for FATCA withholding grows nearer. Compliance has been partially hampered by the lack of…more

FATCA, Filing Deadlines, International Tax Issues, IRS

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

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

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

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SEC IM Staff Issues Guidance Update on Mixed and Shared Funding

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

Exemptive Relief, Guidance Update, Investment Funds, SEC

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

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

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

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

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

Brokers, CFTC, Compliance, Equity Securities, ERISA

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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

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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

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US Treasury Eyes Online Marketplace Lending

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

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

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

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

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

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

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

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

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

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

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

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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

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

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

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

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Data Privacy and Cyber Security in Hong Kong: The New Enforcement Imperative

Introduction - Cyber security has gained increasing attention in recent years and cyber attacks have become more sophisticated and more frequent. Cyber attacks and other data breaches can affect millions of customers and…more

Cybersecurity, Data Breach, Data Protection, Enforcement, Hong Kong

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

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

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

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

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

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

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SEC IM Staff Issues Guidance Update on Mixed and Shared Funding

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

Exemptive Relief, Guidance Update, Investment Funds, SEC

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Real World - An Update from Dechert's London Finance and Real Estate Group July 2015: Liability for Empty Rates Where Property is Being Re-developed: Newbigin (Valuation Officer) v SJ & J Monk 2015

The Court of Appeal has ruled that rates will be payable unless a vacant building is beyond economic repair. Liability for empty rates for empty properties is governed by the Local Government Finance Act 1988 (LGFA 1988)…more

Commercial Leases, Redevelopment, Rental Rates, Repairs, Vacant Properties

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SEC Adopts New Financial Responsibility and Reporting Requirements for U.S.-Registered Broker-Dealers

The Securities and Exchange Commission (“SEC” or “Commission”) recently approved amendments to its net capital, customer protection, books and records, notification and reporting requirements for broker-dealers, in an effort to…more

Audits, Broker-Dealer, Financial Regulatory Reform, New Regulations, Reporting Requirements

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A Grading Scale to Help Facilitate Post-Termination Settlements

A new lump-sum grading scale has been introduced, by Decree n° 2013-721 of August 2, 2013, to help facilitate post-termination settlements at the conciliation hearing stage. The scale may also prove useful for out of court…more

EU, Settlement, Termination

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

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

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

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U.S. Department of Justice Awaits Swiss Banks’ Voluntary Disclosure of Banking Activities

The U.S. Department of Justice (“DOJ”) established a Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks (the “Program”) on August 29, 2013. The Program is intended to facilitate a resolution with the…more

Banks, DOJ, EU, Foreign Bank Accounts, Non-Prosecution Agreements

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

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

Confidential Information, EU, Trade Secrets

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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

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Funds and the Derivatives Markets: Recent Developments and Ongoing Challenges*

INTRODUCTION AND OVERVIEW OF DODD-FRANK TITLE VII - Title VII of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act ("Title VII" or "Dodd- Frank"), enacted on July 21, 2010, provided for the first time a…more

Derivatives, Dodd-Frank, Investment Funds, OTC

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US Imposes Significant Export Restrictions on Russian Oil and Gas Field

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

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

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Control Transactions in the UK Mid-Market

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

Private Equity, UK

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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

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Major Changes to New York State Transfer Tax and Fiduciary Income Tax Laws

Governor Andrew Cuomo signed into law on April 1, 2014 the 2014-2015 New York State budget. The new law, which was widely debated after Governor Cuomo introduced it on January 21, includes a number of changes to New York State’s…more

Income Taxes, State Taxes, Tax Reform, Transfer Taxes

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Revised Timeline for Implementing FATCA

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

Bank Accounts, Banks, FATCA, FFI, IGAs

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US Imposes Significant Export Restrictions on Russian Oil and Gas Field

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

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

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

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

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

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

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

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

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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 Clause

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Rebmasen Law: its major changes

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

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

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US Treasury Eyes Online Marketplace Lending

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

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

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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

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US Treasury Eyes Online Marketplace Lending

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

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

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Section 546(e) Protects Two Tiered Securitization Structures

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

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

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National Labor Relations Board’s Threatened Expansion of Joint Employer Doctrine Would Increase Employment Law Risks for US Private Equity Firms

To bring their full financial and operational expertise to portfolio companies, private equity firms frequently adopt an active approach to overseeing their investments. However, the greater a firm’s involvement in the…more

Employee Rights, Franchises, Franchisors, Joint Employers, McDonalds

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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

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CIS Legal Update - September 2013: New Law Officially Bans Foreign Banks from Opening Branches on the Territory of the Russian Federation

In keeping with the commitments it made prior to joining the World Trade Organization (WTO) to remove inconsistencies in legislation regulating the Russian banking sector, the Russian Government passed the Federal Law “On…more

Foreign Banks, Russia, WTO

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

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

AFG, AMF, Banks, EU, Financial Services Industry

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A Sea Change for Waive-rs? - Proposed Regulations Address Tax Treatment of Management Fee Waivers

The U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (the “IRS”) have issued proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), covering the…more

Business Taxes, Fee Waivers, IRS, Management Fees, Partnerships

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ICAV for Christmas!

In our January 2014 OnPoint - Yes - ICAV! Irish Minister for Finance Announces New Irish Corporate Fund Vehicle - we outlined details of the proposed new Irish corporate investment fund vehicle and the enhancements that it…more

Foreign Investment, Investors, Ireland

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Updating Our Understanding of the FMLA

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

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

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Irish UCITS and AIFs Permitted to Invest via Stock Connect

The Central Bank of Ireland (“CBI”) issued an update to its Q&A documents on 15 July 2015 for both UCITS and AIFMD FAQ (“Q&A”) which clarifies how Irish funds can invest in Chinese shares via the Shanghai-Hong Kong Stock Connect…more

AIFMD, AIFS, Central Bank of Ireland, China, Clearing Agencies

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

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

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

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

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

Brokers, Equity Securities, Fraud, Investors, Ponzi Scheme

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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

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

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

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

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Goodyear FCPA Fine Highlights Benefits of Cooperation and Robust Compliance Controls

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

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

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

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

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

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

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

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

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Distribution of Private Equity Funds in Europe after AIFMD

With the AIFMD now effective, the attention of U.S. private equity sponsors has turned to capital raising in Europe under the new regime. The key impact of the AIFMD for U.S. sponsors is the prohibition on the active marketing…more

AIFMD, Alternative Investment Funds, EEA, EU, Private Equity Funds

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

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

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

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Private Equity Newsletter - Autumn 2013 Edition: Investing in Emerging Markets: Are You Managing Your Risks?

In times of austerity in Europe and America, emerging markets such as Africa, China, India, Latin America, the Middle East and CIS are increasingly offering the key opportunities for growth and investment returns for private…more

Bribery, Corruption, Emerging Markets, Investors, Private Equity

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Draft of the Amendment to the Investment Ordinance - Effects on Fund Investments

The Federal Ministry of Finance (BMF) issued a draft ordinance for the amendment of the Investment Ordinance (Anlageverordnung – AnlV) and the Pension Fund Capital Investment Ordinance for consultation (“Amendment Ordinance”) on…more

Foreign Markets, Investment Funds, Pensions

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HSR Filing Threshold Increases to $76.3 Million

The U.S. Federal Trade Commission (“FTC”) announced on January 15, 2015 that the dollar-based thresholds applicable to the Hart-Scott-Rodino (“HSR”) premerger notification program will be raised less than one percent from the…more

FTC, Hart-Scott-Rodino Act, Premerger Notifications, Threshhold Requirements

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Here's How Young Associates Actually Impress Law Firm Partners

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

Career Development, Firm Leadership, Young Lawyers

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Novel U.S. and EU Sanctions Targeting Russian Financing Activities Raise Unique Compliance Considerations for Global Financial Industry

Since March 2014, the United States and European Union have imposed multiple rounds of sanctions restricting certain activities with Russian and Ukrainian individuals and companies as a result of the ongoing crisis in Ukraine…more

EU, Financial Instruments, Russia, Sanctions, SSI List

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Private Equity Newsletter - Autumn 2013 Edition: The Impact of the Alternative Investment Fund Managers Directive on Private Equity Transactions - Key Issues and Practical Thoughts

Much has been written about the impact of the Alternative Investment Fund Managers Directive (the “AIFMD”) on the marketing and management of private equity and other alternative investment funds, but the impact of the AIFMD is…more

AIFM, AIFMD, EU, Private Equity

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SEC Staff to Conduct Broker-Dealer and Investment Adviser Examinations Focused on Cybersecurity

The Securities and Exchange Commission’s (the “SEC” or the “Commission”) Office of Compliance Inspections and Examinations (“OCIE”) announced in an April 15, 2014 Risk Alert (the “Alert”) that it will be conducting examinations…more

Cybersecurity, Data Protection, Investment Adviser, OCIE, SEC

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Fisher Revisits "Strict Scrutiny" As Applied to Affirmative Action in College Admissions Programs

In an Opinion authored by Justice Anthony Kennedy for a 7-1 majority, the United States Supreme Court in Fisher v. University of Texas at Austin, et al., allowed public colleges and universities to retain their affirmative…more

Affirmative Action, College Admissions, Diversity, Fisher v University of Texas, SCOTUS

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MiFID II: The Next Big Challenge - Key Issues for Asset Managers

Background - The Markets in Financial Instruments Directive (“MiFID II”) and the related Regulation (“MiFIR”) is the next big rewrite of EU legislation, due to take effect at the beginning of 2017. Although its greatest…more

AIFM, Algorithmic Trading, Amended Legislation, Asset Management, Compliance

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Colorado Ruling Raises Stakes in Fracking Litigation and Beyond

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

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

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

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

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

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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

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Developments in the Luxembourg Financial Sector

The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), has recently issued FAQs regarding the immobilisation of bearer shares and units, as well as a press release to remind Luxembourg…more

AIFM, AIFMD, AIFS, Bearer Shares, CSSF

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The Essential Guide to UK Real Estate

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

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

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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

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

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

Arbitration, International Arbitration, LCIA, UK

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US and EU Impose Additional Sanctions on Russia

The United States and European Union implemented new sanctions against Russia on 12 September 2014 as a result of the ongoing crisis in Ukraine. While the new US and EU measures share many similarities, companies subject to both…more

EU, Russia, Sanctions, Ukraine

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

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

Acquisitions, China, CSRC, Foreign Investment, Investment Portfolios

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A UK home for private funds? HM Treasury consults on potential amendments to United Kingdom limited partnership legislation

HM Treasury has published a consultation paper setting out proposed reforms to UK limited partnerships law with a focus on private fund structures (the “Consultation Paper”). The consultation includes a draft legislative reform…more

Collective Investment Schemes, HM Treasury, Limited Partnerships, Private Funds, Proposed Amendments

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MERS: Better Than a Faster Horse

MERSCORP, Inc. (“MERS”) has been under fire for years. We wrote about it a while back when residential mortgage borrowers challenged the ability of MERS to foreclose on mortgages it held on the theory that MERS, as a mere…more

Assignments, Beneficial Owner, Class Action, Deed of Trust, Deeds

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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

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

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

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

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

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

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

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Proposed Anti-Money Laundering Regulation for Investment Advisers Passes First Hurdle, Gets OMB Approval

There has recently been speculation about a new U.S. rule that would potentially subject investment advisers to the same types of anti-money laundering (“AML”) regulations that govern banks. Now, the speculation is over…more

Anti-Money Laundering, Bank Secrecy Act, BSA/AML, FinCEN, Investment Adviser

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UK Government Announces Revised Timetable for Employment Law Reform

The Government has announced an updated and revised timetable for the implementation of its proposed employment law reforms over the next two years. The Government’s Employment Law Review was launched in 2010 to improve…more

EU, Job Creation, Medical Leave, Minimum Wage, Pre-Termination Notice

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

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

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

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Georgian International Arbitration Centre Adopts New Arbitration Rules

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

ICC, International Arbitration, New Regulations

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

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

Arbitration, International Arbitration, LCIA, UK

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

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

Accredited Investors, Broker-Dealer, Crowdfunding, FINRA, Fundraisers

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Developments in the Luxembourg Financial Sector

The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), has recently issued FAQs regarding the immobilisation of bearer shares and units, as well as a press release to remind Luxembourg…more

AIFM, AIFMD, AIFS, Bearer Shares, CSSF

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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

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

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

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

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