Eversheds Sutherland (US) LLP

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999 Peachtree Street NE
Suite 2300
Atlanta, GA 30309-3996, United States
Phone: 404.853.8000
Fax: 404.853.8806
Areas Of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Construction Law
  • Debtor/Creditor
  • Education
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Mergers & Acquisitions
  • Privacy
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Transportation
  • Wills, Trusts, & Estate Planning
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • Georgia
  • Illinois
  • New York
  • Texas
Other Countries
  • United Kingdom
Number of Attorneys
1,000+ Attorneys

The far reach of state law – Nevada proposes fiduciary duty regulations for broker-dealers and investment advisers

Under Nevada law, financial planners owe a fiduciary duty to their clients. In accordance with this duty, a financial planner must disclose, at the time advice is given, any gain the financial planner may receive if the advice…more

Breach of Duty, Broker-Dealer, Fiduciary Duty, Financial Industry Regulatory Authority (FINRA), Financial Planning

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Federal Insurance Office announces plans for “first of its kind” climate data call on homeowners’ insurance

On November 1, 2023 the Department of the Treasury’s Federal Insurance Office (FIO) formally submitted a request to proceed with a climate-related financial risk data collection for homeowners’ multi-peril underwriting data…more

Biden Administration, Climate Change, Data Collection, Executive Orders, FIO

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New York adopts final business corporation franchise tax regulations

On December 27, 2023, the New York State Department of Taxation and Finance (Department) officially adopted the business corporation franchise tax regulations it submitted to the State Register on August 9, 2023 – marking the…more

Business Taxes, Corporate Taxes, Franchise Taxes, Income Taxes, Local Taxes

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Overview of the ICSID Fiscal Year 2020 Caseload Report

On August 13, 2020, the International Centre for Settlement of Investment Disputes (ICSID) released its Fiscal Year 2020 Caseload Report (FY2020 Report or Report). ICSID updates its caseload statistics every six months. This…more

Arbitration, Bilateral Investment Treaties, Dispute Resolution, ICSID, Investor State Dispute Settlement (ISDS)

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FCC order codifies rules for revocation under the TCPA

On February 15, 2024, the Federal Communications Commission (FCC) published a Report and Order (Order) that attempts to clarify the rules for revoking consent under the Telephone Consumer Protection Act (TCPA). Most notably, the…more

Consent, Do Not Call List, FCC, Prior Express Consent, Rebuttable Presumptions

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Key highlights of FinCEN’s final rule on access to Beneficial Ownership Information

The Financial Crimes Enforcement Network (FinCEN) issued the Beneficial Ownership Information Access and Safeguards Rule (Access Rule) establishing the framework for access to and protection of beneficial ownership information…more

Beneficial Owner, Corporate Transparency Act, Customer Due Diligence (CDD), Final Rules, Financial Institutions

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Global AI Regulatory Update - February 2024

Welcome to our quarterly Global AI Regulatory Update, summarizing key developments from around the world. On November 27, 2023, AI Security Guidelines were published. The guidelines were led by UK National Cyber Security Centre…more

Artificial Intelligence, Corporate Counsel, Cross-Border Transactions, Cybersecurity, Innovative Technology

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Charting a course: Guidance issued to help navigate potential issues for insurance industry with the corporate alternative minimum tax (CAMT)

On February 17, 2023, the Department of Treasury (Treasury) and the Internal Revenue Service (the IRS) issued Notice 2023-20 (the Notice), to provide guidance that is intended to help avoid unintended adverse consequences to the…more

Alternative Minimum Tax, Corporate Taxes, Insurance Industry, IRS, New Guidance

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Swap APs exempt from Branch Office Manager Series 30 Examination requirement effective January 3, 2022

On Monday, November 27, 2021, the National Futures Association (NFA) submitted to the CFTC proposed amendments to NFA Compliance Rule 2-7 to exclude associated persons (APs), designated as “swap” APs, from the Branch Office…more

CFTC, Exemptions, Industry Examinations, National Futures Association, Proposed Amendments

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FinCEN demystifies risk-focused Bank Secrecy Act/anti-money laundering supervision

Last week, the Financial Crimes Enforcement Network (FinCEN) and its regulatory partners issued a joint statement in an effort to increase transparency around risk-focused Bank Secrecy Act/anti-money laundering supervision. The…more

Banking Sector, Broker-Dealer, BSA/AML, Financial Institutions, FinCEN

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SEC Cooperation Leads to Waiver of Privilege

On December 5, 2017, a Florida federal magistrate judge ordered a law firm to turn over interview notes and memoranda from an internal investigation, finding that any applicable privilege had been waived when attorneys gave an…more

Accounting Fraud, Cooperation, Discovery, Enforcement Actions, Internal Investigations

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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NAIC Life and Annuities (A) Committee adopts amendments to Actuarial Guideline 49-A

On February 24th, the NAIC Life Insurance and Annuity (A) Committee (A Committee) adopted amendments to Actuarial Guideline (AG) 49-A to address a concern raised by state insurance regulators regarding the use of illustrations…more

Actuarial Values, Actuaries, Annuities, Insurance Industry, Life Insurance

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Updates on temporary exemptive relief: SEC provides continued relief for BDCs regarding in-person board meetings and co-investment

On January 5, 2021, the Securities and Exchange Commission (the SEC) issued a Public Statement updating the targeted regulatory relief that the SEC previously had granted in an effort to assist market participants, including…more

Board Meetings, Business Development Companies, Coronavirus/COVID-19, Exemptive Relief, Investment Company Act of 1940

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An Arrow in the Quiver of Patent Owners: Federal Circuit Decides That Not All Aspects of PTAB’s Institution Decisions Are "Final and Nonappealable"

The US Court of Appeals for the Federal Circuit has decided that patent owners may appeal the decisions of the Patent Trial and Appeal Board (PTAB) regarding the timeliness of inter partes review petitions under 35 U.S.C. §…more

§ 315(b), Appeals, Broadcom, En Banc Review, Inter Partes Review (IPR) Proceeding

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IBA announces consultation on extension of LIBOR transition deadline to end of June 2023

On November 30, 2020, Intercontinental Exchange, Inc. (ICE) announced that the ICE Benchmark Administration Limited (IBA), a wholly-owned subsidiary of ICE and the administrator of LIBOR, will consult in early December 2020 on…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Consultation, EU, Federal Reserve

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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Another Software Patent is Ruled Patent-Ineligible - Are Business Method and Software Patents at Risk?

On November 14, 2014, in a much-anticipated decision following the U.S. Supreme Court’s decision in Alice v. CLS Bank, a unanimous U.S. Court of Appeals for the Federal Circuit held in Ultramercial, L.L.C. v. WildTangent, Inc…more

CLS Bank v Alice Corp, Copyright, Covered Business Method Patents, Mayo v. Prometheus, Online Advertisements

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New York adopts final business corporation franchise tax regulations

On December 27, 2023, the New York State Department of Taxation and Finance (Department) officially adopted the business corporation franchise tax regulations it submitted to the State Register on August 9, 2023 – marking the…more

Business Taxes, Corporate Taxes, Franchise Taxes, Income Taxes, Local Taxes

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Powerful US discovery tool still allowed for international litigation but not commercial arbitration

On June 13, 2022, the US Supreme Court decided ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, holding that Section 1782 requires a “foreign or international tribunal” be a tribunal imbued with governmental authority. The…more

28 U.S.C. § 1782, AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States, Arbitration, Business Disputes, Business Litigation

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Redial: 2023 TCPA Year-in-Review

Eversheds Sutherland presents our 8th annual TCPA year-in-review report highlighting key TCPA issues and trends. Few industries are immune from TCPA liability. In 2023, the insurance, financial services, energy and health…more

Artificial Intelligence, Auto-Dialed Calls, Compliance, FCC, Prior Express Consent

See all updates »

A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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Proposed bipartisan legislation aims to clarify the crypto regulatory landscape

Senators Kirsten Gillibrand (D-NY) and Cynthia Lummis (R- WY) introduced new proposed legislation on June 7, 2022, which would classify the vast majority of digital assets as commodities, and empower the Commodities Futures…more

CFTC, Commodities, Cryptoassets, Cryptocurrency, Cybersecurity

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SECURE 2.0 in 2023 and beyond

President Biden signed the Consolidated Appropriations Act, 2023, on December 29, 2022, which includes the package of retirement plan legislation known as “SECURE 2.0.” SECURE 2.0 contains numerous significant changes for…more

Benefit Plan Sponsors, Consolidated Appropriations Act (CAA), Employee Benefits, Employee Contributions, Hardship Distributions

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SEC proposal seeks to expand access to private funds

On December 18, 2019, the Securities and Exchange Commission (SEC) issued a proposed rule – “Amending the ‘Accredited Investor’ Definition” (the Proposed Rule) – that would expand access to private funds for certain individuals…more

Accredited Investors, Capital Raising, Comment Period, Family Offices, Institutional Investors

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A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close in…more

Internal Revenue Code (IRC), IRS, Spinoffs, Transfer of Assets

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Kisor v. Wilkie and judicial deference to agency determinations—Are there implications for employee benefits litigation and the DOL fiduciary rule?

In June 2019, a unanimous Supreme Court in Kisor v. Wilkie retained but limited the scope of Auer deference – the court-created doctrine that courts should defer to an agency’s interpretation of its own regulations or other…more

Administrative Agencies, Administrative Interpretation, Administrative Procedure Act, Auer Deference, Chevron Deference

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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New nationwide policy marks latest DOJ effort to incentivize voluntary self-disclosure

On February 22, 2023, the US Department of Justice issued a nationwide policy for all US Attorney’s Offices (USAOs) outlining the circumstances in which a company may receive credit for voluntary self-disclosure (VSD)…more

Chief Compliance Officers, Compliance, Corporate Crimes, Corporate Misconduct, Criminal Prosecution

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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NAIC Life and Annuities (A) Committee adopts amendments to Actuarial Guideline 49-A

On February 24th, the NAIC Life Insurance and Annuity (A) Committee (A Committee) adopted amendments to Actuarial Guideline (AG) 49-A to address a concern raised by state insurance regulators regarding the use of illustrations…more

Actuarial Values, Actuaries, Annuities, Insurance Industry, Life Insurance

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Treasury and IRS release final regulations on elective payment election under CHIPS Act Section 48D

On March 5, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the elective payment election of the advanced manufacturing investment credit under…more

Federal Taxes, Income Taxes, Investment Tax Credits, IRS, Manufacturing Facilities

See all updates »

A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Diversity boost in the boardroom: SEC approves Nasdaq’s new rules to spark increased board diversity for listed companies

On August 6, 2021, the Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) Board Diversity Rule, which is intended to enhance board diversity and transparency among companies listed on its…more

Board of Directors, Business Development Companies, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I)

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Artificial Intelligence as a patent inventor

​​​​​​​Can an artificial intelligence (AI) system be an inventor? Not in the eyes of the Federal Circuit and the United States Patent and Trademark Office (USPTO). …more

Artificial Intelligence, Inventions, Inventors, Patent Act, Patent Applications

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FTX files for Chapter 11 bankruptcy

On November 11, 2022, FTX, the world’s third-largest cryptocurrency exchange, filed for Chapter 11 bankruptcy protection in the United States. Reports suggest that the exchange might have a shortfall of as much as US$8 billion…more

Chapter 11, Commercial Bankruptcy, Crypto Exchanges, Cryptocurrency, Digital Assets

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Federal Insurance Office announces plans for “first of its kind” climate data call on homeowners’ insurance

On November 1, 2023 the Department of the Treasury’s Federal Insurance Office (FIO) formally submitted a request to proceed with a climate-related financial risk data collection for homeowners’ multi-peril underwriting data…more

Biden Administration, Climate Change, Data Collection, Executive Orders, FIO

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The CFPB Proposes to Supervise Nonbanks that Perform One Million or More International Money Transfers Per Year

On January 23, 2014, the Consumer Financial Protection Bureau (CFPB) proposed a rule whereby the definition of “larger participants” will be expanded to include nonbanks that perform one million or more international money…more

Compliance, Consumer Financial Protection Bureau (CFPB), Enforcement, Money Transfer, Nonbank Firms

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IRS Notice previews proposed regulations addressing PTEP basis of acquired CFCs

On December 29, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) published Notice 2024-16 (Notice) announcing their intent to issue proposed regulations relating to the determination of…more

Controlled Foreign Corporations, IRS, Liquidation, Proposed Regulation, Reorganizations

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Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303 (Management’s…more

Amended Regulation, Business Development Companies, Corporate Governance, Disclosure Requirements, MD&A Statements

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Department of Labor issues notice of proposed rulemaking to increase salary threshold for FLSA exemptions

On August 30, 2023, the US Department of Labor (DOL) announced a Notice of Proposed Rulemaking (NPRM) that it claims will “restore and extend overtime protections to 3.6 million salaried workers” throughout the United States…more

Comment Period, Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees

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SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase Rules)…more

10b5-1 Plans, Corporate Governance, Corporate Issuers, Disclosure Requirements, Filing Requirements

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NAIC Report: 2016 Summer National Meeting

The National Association of Insurance Commissioners (NAIC) held its 2016 Summer National Meeting from August 26 through August 29 in San Diego, California. The meeting began with strong words from the NAIC President and…more

Insurance Industry, NAIC

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Redial: 2023 TCPA Year-in-Review

Eversheds Sutherland presents our 8th annual TCPA year-in-review report highlighting key TCPA issues and trends. Few industries are immune from TCPA liability. In 2023, the insurance, financial services, energy and health…more

Artificial Intelligence, Auto-Dialed Calls, Compliance, FCC, Prior Express Consent

See all updates »

Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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CFTC Fines Summit Energy Services, Inc. for Violating CTA Registration Rules Under the Commodity Exchange Act

On January 16, the Commodity Futures Trading Commission (CFTC) issued a settlement order requiring Summit Energy Services, Inc. (Summit Energy) to pay a $140,000 civil monetary penalty for acting as an unregistered commodity…more

CFTC, Civil Monetary Penalty, Commodity Exchange Act (CEA), Commodity Trading Advisors (CTAs), Enforcement Actions

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DC Tax Revision Commission releases Chairman’s Mark, includes Business Activity Tax and Data Excise Tax

On January 5, 2024, the DC Tax Revision Commission released its “Chairman’s Mark,” which lays out the Commission’s tentative proposals for changes to the District’s tax structure. The Commission released a package of 39…more

Business Taxes, Electric Vehicles, Excise Tax, Franchise Taxes, Personal Property Tax

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

See all updates »

Treasury and IRS release final regulations on elective payment election under CHIPS Act Section 48D

On March 5, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the elective payment election of the advanced manufacturing investment credit under…more

Federal Taxes, Income Taxes, Investment Tax Credits, IRS, Manufacturing Facilities

See all updates »

No longer in limbo - China’s CAC finalises new regulations regarding cross-border data flows

The much anticipated response to the Consultation initiated by the Cyberspace Administration of China (CAC) last September has finally arrived (read our earlier briefing here). Last Friday, the CAC ended months of speculation by…more

China, Compliance, Consultation, Cybersecurity, Exemptions

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AI Litigation Insights - Jeremy Jong, individually and on behalf of similarly situated individuals v. Blue Shield of California

Plaintiff Jeremy Jong filed a putative class-action complaint against Blue Shield of California (Blue Shield), one of the largest medical insurance companies in the United States…more

Artificial Intelligence, Blue Shield, Class Action, Health Insurance, Insurance Claims

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Massachusetts Treasurer Demands National Mutual Fund Records in Multistate Unclaimed Property Audit

Late this summer, the Massachusetts Treasurer demanded mutual fund records on a nationwide basis as part of a multistate unclaimed property audit. Thirty-five (35) states are involved in the audit, but the Treasurer has sought…more

Audits, Death Master Files, Individual Retirement Account (IRA), Mutual Funds, Social Security Administration (SSA)

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No harm, no foul: IRS guidance provides path to claim PPP-related deductions for taxpayers who followed its earlier - but now obsolete - advice

The Internal Revenue Service (IRS) recently issued Revenue Procedure 2021-20 (Revenue Procedure), providing guidance for taxpayers who received Paycheck Protection Program (PPP) loans in 2020 but did not deduct all of their…more

Business Expenses, Business Taxes, CARES Act, Consolidated Appropriations Act (CAA), Coronavirus/COVID-19

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IRS SECURE 2.0 guidance answers key questions

The IRS released long-awaited guidance under the SECURE 2.0 Act on December 20, 2023. Notice 2024-2 (Notice) provides clarification of various provisions, including several optional features that plan sponsors have been hesitant…more

401k, 403(b) Plans, Benefit Plan Sponsors, Distribution Rules, Employee Benefits

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Corporate provisions in Final Regulations under Section 163(j)

On July 28, 2020, Treasury and the IRS released highly anticipated final regulations under section 163(j) and related amended regulations under sections 382 and 383 (Final Regulations). This legal alert focuses on provisions in…more

C-Corporation, Corporate Counsel, Corporate Taxes, IRS, Tax Cuts and Jobs Act

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

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Coronavirus – The SEC provides relief for investment companies

On March 13, 2020, the SEC issued an exemptive order under the Investment Company Act of 1940 (the “1940 Act” and the “1940 Act Order”) providing relief for registered management investment companies and business development…more

Business Development Companies, Coronavirus/COVID-19, Corporate Governance, Investment Companies, Investment Company Act of 1940

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

IRS sees flight risk with corporate jets

On February 21, 2024, the IRS announced a new initiative to audit large corporate taxpayer use of corporate jets, as part of a larger initiative focused on tax compliance of large corporations and high-income taxpayers. The…more

Aircraft, Audits, Business Travel, Corporate Taxes, Income Taxes

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LB&I announces new campaigns – Related-party service companies, offshore private banking and loose-filed Forms 5471

On April 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced three new compliance campaigns. The campaigns focus on: ..Transfer pricing for “captive” services…more

Controlled Foreign Corporations, Corporate Taxes, FATCA, Filing Requirements, Internal Revenue Code (IRC)

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Legal Alert: The 2012 Tax Litigation Year in Review: Important Events

The year 2012 was quite an interesting one for tax controversy. Whereas 2011 brought a win for the Treasury on deference issues in Mayo Foundation for Medical Ed. v. United States, 131 S. Ct. 704 (2011), 2012 was the year courts…more

Administrative Procedure Act, Dominion Resources, FICA Taxes, H&M, Hewlett-Packard

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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Treasury and the IRS release much-anticipated guidance, including with respect to the monetization of energy tax credits

On June 14, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) released a package of much-awaited guidance (the Guidance) consisting of (i) proposed regulations addressing the tax credit…more

Comment Period, Energy Sector, Energy Tax Incentives, Inflation Reduction Act (IRA), IRS

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Changes to 2021 ALTA Survey Standards – what you need to know

The American Land Title Association (ALTA) and the National Society of Professional Surveyors (NSPS) recently adopted revised Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. The new standards will become…more

ALTA, Easements, Land Titles, Public Utility, Surveys

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

See all updates »

Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

See all updates »

More carrots, more sticks - DOJ announces agency-wide whistleblower pilot program

The Department of Justice has announced yet another pilot program, adding to their “mix of carrots and sticks” designed “to promote responsible corporate citizenship.” The new whistleblower pilot program, which is still under…more

Compliance, Corporate Crimes, Corporate Misconduct, Corruption, Department of Justice (DOJ)

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LB&I Expands New Approach with Second Release of Campaigns

On November 3, 2017, the Large Business & International Division (LB&I of the Internal Revenue Service (IRS) released a list of 11 new campaigns, adding to the 13 campaigns that it initially launched in January. Eversheds…more

Agricultural Sector, Cross-Border, Energy-Efficiency Tax Credits, Foreign Tax Credits, Insurance Industry

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Overview of President Biden’s Non-Compete Agreement Executive Order 

On July 9, 2021, President Biden signed the Executive Order on Promoting Competition in the American Economy. The Order, breathtaking in scope, asserts as a key goal the desire to improve the lives of consumers through…more

Anti-Competitive, Biden Administration, Competition, Consumer Financial Protection Bureau (CFPB), Department of Agriculture

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Getting over the starting line: How multi-entity organizational structures can become a barrier to Chapter 15 relief

Chapter 15 of the Bankruptcy Code provides a valuable tool for non-US entities going through foreign insolvency proceedings when they have assets located in the United States. Chapter 15 can protect the value of US assets by…more

Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy, Debtors

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COVID-19: Natural disaster or contractual quandary?

As the ever-evolving COVID-19 pandemic is no longer considered “unprecedented” and the restrictions associated with the pandemic have become a part of “the new abnormal,” district courts nationwide are beginning to grapple with…more

Contract Terms, Coronavirus/COVID-19, Corporate Counsel, Force Majeure Clause, Natural Disasters

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Potential pitfalls of the arbitration clause: Mass arbitrations on the rise

Eversheds Sutherland presents periodic updates to inform companies entering or already established in the US market about newly enacted rules or trends that may be traps for the unwary. The purpose of these updates is to…more

Arbitration, Arbitration Agreements, Consumer Contracts, Contract Terms, Dispute Resolution

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From bad to worse: Two Illinois Supreme Court decisions expand scope of potential damages under Biometric Information Privacy Act

For several years, companies that collect, use, and store the biometric information of Illinois residents have lived in fear of violating the Biometric Information Privacy Act (BIPA), due to a tidal wave of class action filings…more

Attorney's Fees, Biometric Information, Biometric Information Privacy Act, Cause of Action Accrual, Class Action

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Trial by Zoom: virtual trials in the time of COVID-19

The COVID-19 pandemic’s impact continues to send ripples into an ever-evolving court system as the quarantines and lockdowns endure. The early days of the pandemic halted hearings and stayed cases, but after almost a year of…more

Coronavirus/COVID-19, Court Closures, Federal Rules of Civil Procedure, Federal Rules of Evidence, Trial Attorneys

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UK Banking Regulator Finalizes Rules Requiring Adherence to Contractual Stay

On November 13, the Bank of England’s Prudential Regulation Authority (PRA) published a final policy statement titled “Contractual Stays in Financial Contracts Governed by Third-Country Law” (the PRA Policy Statement). These…more

Bank of England, Bank Recovery and Resolution Directive (BRRD), Banking Regulators, EU, Policy Statement

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SEC modernizes valuation practices

On December 3, 2020, the Securities and Exchange Commission (the SEC) adopted new rule 2a-5 (Rule 2a-5) under the Investment Company Act of 1940, as amended (the 1940 Act), which establishes a framework for fund valuation…more

Board of Directors, Fair Market Value, Final Rules, Investment Adviser, Investment Company Act of 1940

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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CARES Act and the real estate industry: understanding the impact of COVID-19

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provides a $2.2 trillion economic stimulus package to assist businesses and individuals who have been impacted by the current pandemic. In addition to the…more

CARES Act, Commercial Property Owners, Coronavirus/COVID-19, Economic Injury Disaster Loans, Real Estate Transactions

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Getting over the starting line: How multi-entity organizational structures can become a barrier to Chapter 15 relief

Chapter 15 of the Bankruptcy Code provides a valuable tool for non-US entities going through foreign insolvency proceedings when they have assets located in the United States. Chapter 15 can protect the value of US assets by…more

Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy, Debtors

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Trend reversed – No German royalty withholding tax on online advertising services

After German tax authorities in the state of Bavaria and others had begun to order some German companies, as part of ongoing audit procedures, to retroactively pay German withholding tax at a rate of 15% on payments to…more

Advertising, Cross-Border, Digital Service Providers, Germany, Online Advertisements

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Update on the OCC Fintech Charter: The Current Lay of the Land

The Office of the Comptroller of the Currency (OCC) is considering allowing financial technology (fintech) companies to be chartered as special-purpose national banks. Although the planning is still at a preliminary stage, the…more

CSBS, Dodd-Frank, Financial Services Industry, FinTech, Fintech Charter

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The march to regulatory change for artificial intelligence: the commonalities between the EU and US

This briefing links up some commonalities between the EU and US in terms of the AI march to regulatory change. Our global regulatory specialists have put their heads together for this update on EU, New York City (NYC) and…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Data Collection, EU

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Last call! SEC’s pay ratio rule effective for 2018 proxy statements

The long-awaited pay ratio rule (the Rule), adopted by the Securities and Exchange Commission (the SEC) on August 5, 2015, finally takes effect in 2018. The Rule, which is intended to provide shareholders with a metric to assist…more

Corporate Governance, Disclosure Requirements, Executive Compensation, Pay Ratio, Proxy Statements

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SEC’s focus on compliance: What boards should know

Rule 38a-1 under the Investment Company Act of 1940 (the 1940 Act) requires funds to review their compliance programs, as well of those of their service providers, including their investment advisers (advisers), annually. Funds…more

Chief Compliance Officers, Compliance, Disclosure Requirements, Investment Adviser, Investment Advisers Act of 1940

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Is “The New Normal” in “The Ordinary Course of Business”?

In the midst of the COVID-19 pandemic, we’re repeatedly challenged by “the new normal,” and, as M&A advisors, we’ve wondered, “is ‘the new normal’ in ‘the ordinary course of business’”? …more

Acquisitions, Contract Terms, Representations and Warranties, Risk Assessment, Risk Management

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COVID-19 forbearance request provisions in new issuance securitizations

The coronavirus disease (COVID-19) has created disruption in cash flows across a wide range of commercial real estate assets that has resulted in property owners requesting forbearance or other modification relief with respect…more

Banking Sector, Commercial Property Owners, Coronavirus/COVID-19, Fees, Forbearance Agreements

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SEC proposes mandatory cybersecurity disclosures

On March 9, 2022, the Securities and Exchange Commission (the SEC) proposed amendments to certain rules regarding cybersecurity disclosure in order to standardize and to enhance disclosures made by public companies that are…more

Comment Period, Corporate Governance, Cybersecurity, Disclosure Requirements, Form 10-K

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Drilling down to the details: OFAC’s relaxation of sanctions on Venezuela’s oil and gas sector broader than expected

In response to an agreement reached on Tuesday between President Nicolás Maduro’s representatives and the Venezuelan political opposition about a road map for the 2024 Venezuelan presidential election, on October 18, the Office…more

Economic Sanctions, Energy Sector, General Licenses, Office of Foreign Assets Control (OFAC), Oil & Gas

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President Signs Changes to Collins Amendment Favorable to Insurers

On December 18, President Obama signed into law the Insurance Capital Standards Clarification Act of 2014 (the Act). The Act makes it clear that the Board of Governors of the Federal Reserve (the Fed) is not required to apply…more

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Checking it twice: Benefit plan end of year actions to consider

With 2023 drawing to a close, it is a good time for employers to consider any actions needed before year-end with respect to their benefit plans. We made a list, and we encourage plan sponsors to check it twice…more

Benefit Plan Sponsors, Compensation & Benefits, Employee Benefits, Employee Retirement Income Security Act (ERISA), IRS

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US Supreme Court hears trust nexus oral arguments

On April 16, 2019, the US Supreme Court heard oral arguments for North Carolina Department of Revenue v. Kimberley Rice Kaestner 1992 Family Trust, which asks whether the Due Process Clause prohibits states from taxing trusts…more

Appeals, Beneficiaries, Due Process, Estate Tax, Income Taxes

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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City held not entitled to state action immunity in its policy of tying water service to natural gas

The City of LaGrange, Georgia, owns and operates a water supply system. It provides water service both within its corporate limits and beyond. In many areas outside city limits, the City is the sole provider of water service…more

Local Ordinance, Municipalities, Natural Gas, Public Utility, State Action Immunity

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SEC proposes to overhaul framework for mutual fund and ETF disclosure to shareholders

On August 5, 2020, the Securities and Exchange Commission (SEC) proposed significant changes (the Proposed Changes), including new Rule 498B, to the disclosure framework for mutual funds and exchange-traded funds (ETFs)…more

Disclosure Requirements, Exchange-Traded Products, Mutual Funds, Open-Ended Fund Companies (OFCs), Proposed Regulation

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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Georgia’s 2024 legislative session: Sine Die tax legislation overview

The Georgia General Assembly passed several significant tax bills during the 2024 legislative session. Among them was the creation of a tax court in the judicial branch, a reduction of the individual and corporate income tax…more

Corporate Taxes, Department of Revenue, Income Taxes, Jurisdiction, State Taxes

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When bankruptcy law and trademark licensing intersect - The Supreme Court’s decision in Mission Product Holdings Inc. v. Tempnology, LLC

On May 20, 2019, the US Supreme Court clarified that when a trademark licensor rejects a trademark license agreement in a Chapter 11 bankruptcy proceeding, the rejection does not rescind the use rights of the licensee under the…more

Bankruptcy Appellate Panel (BAP), Bankruptcy Code, Breach of Contract, Chapter 11, Commercial Bankruptcy

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New York State Department of Financial Services releases proposed guidance for New York insurers on managing climate risks

Last week (March 25, 2021), the New York State Department of Financial Services (NYDFS) released for public comment proposed guidance for New York domestic insurers on managing financial risks from climate change (the Proposed…more

Climate Change, Comment Period, Corporate Governance, Financial Stability Board, Insurance Industry

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Treasury and IRS release proposed regulations on transferability of IRA renewable energy credits

On June 14, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued guidance on several topics related to tax credit monetization under the Inflation Reduction Act of 2022 (IRA), including…more

Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS

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Texas Supreme Court Rules CGL Policy’s “Contractual Liability" Exclusion Does Not Bar Coverage for Claims Arising From Construction Defects

On January 17, 2014, the Supreme Court of Texas rejected a commercial general liability (“CGL”) insurer’s attempt to invoke the “contractual liability” exclusion to deny coverage under a standard CGL policy regarding a…more

Breach of Contract, Commercial General Liability Policies, Construction Contracts, Construction Defects, Construction Disputes

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Copyright office issues new guidance on AI-assisted works, but legal concerns linger

Artificial intelligence (AI) has dominated the headlines over the last several years. As technology has continued to advance, computers and robots have progressed from merely assisting human beings with common tasks to making…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Office

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SEC adopts rules requiring the reporting of securities loans and the disclosure of short sales

On October 13, 2023, the Securities and Exchange Commission (SEC) adopted new Rule 10c-1a under the Securities Exchange Act of 1934, as amended (1934 Act), requiring certain persons to report securities loan information to the…more

Compliance, Compliance Dates, Consolidated Audit Trail, Debt Securities, Derivatives

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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Implications of the Bulk-Power System Electrical Equipment Executive Order on energy infrastructure transactions

On May 1, 2020, President Trump issued an “Executive Order on Securing the United States Bulk-Power System,” aimed at preventing cyberattacks to and interference by foreign adversaries with the US power grid. Specifically, the…more

Bulk Electric System, Department of Energy (DOE), Energy Sector, Executive Orders, National Security

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SEC proposes expansive and demanding array of climate-related disclosures

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed sweeping new climate-related disclosure requirements for publicly reporting companies. Coming in at 510 pages, the proposed rules are nearly as expansive…more

Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG), Greenhouse Gas Emissions

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Supreme Court rejects Georgia copyright claim on annotated codes

GEORGIA ET AL. V. PUBLIC.RESOURCE.ORG, INC., CASE NO. 18-1150 (S. CT.), 590 U.S. ______ (APRIL 27, 2020). The U.S. Supreme Court today rejected the State of Georgia’s attempt to assert copyright in the Official Code of…more

Annotated Case Law, Appeals, Copyright, Copyright Infringement, Copyrightable Subject Matter

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Whistling a new tune: Eleventh Circuit’s Winn-Dixie decision finds websites are not places of public accommodation under ADA

In a decision that creates new hurdles for website accessibility lawsuits under the Americans with Disabilities Act (ADA), on April 7, 2021, the US Court of Appeals for the Eleventh Circuit ruled that websites do not constitute…more

Americans with Disabilities Act (ADA), Appeals, Disability Discrimination, Public Accommodation, Split of Authority

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COVID-19 legal FAQ for data center operators

This legal FAQ addresses certain considerations for data center operators following the spread of, and the United States federal and state governments’ and the public’s reaction to, COVID-19 and its impact on businesses and…more

Business Closures, Coronavirus/COVID-19, Critical Infrastructure Sectors, Data Centers, Force Majeure Clause

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Global AI Regulatory Update - February 2024

Welcome to our quarterly Global AI Regulatory Update, summarizing key developments from around the world. On November 27, 2023, AI Security Guidelines were published. The guidelines were led by UK National Cyber Security Centre…more

Artificial Intelligence, Corporate Counsel, Cross-Border Transactions, Cybersecurity, Innovative Technology

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The Corporate Transparency Act is unconstitutional - For some, and for now

On March 1, 2024, the United States District Court for the Northern District of Alabama found that the Corporate Transparency Act (CTA) is unconstitutional because it exceeds Congress’ legislative power. The 53-page opinion is…more

Beneficial Owner, Compliance, Congressional Authority, Constitutional Challenges, Corporate Transparency Act

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SEC takes on AI use by broker-dealers and investment advisers - Expansive coverage of types of technology and investor interaction in play

In a Legal Alert issued before the SEC open meeting, we posed five questions that our Investment Services team would be looking out for as part of this meeting. We now have answers to some of these questions…more

Analytics, Artificial Intelligence, Broker-Dealer, Compliance, Conflicts of Interest

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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The new Texas Business Court: What it is and how to use it

With Governor Abbott signing House Bill 19 into law on June 9, Texas joins more than two dozen US states with a specialized business court system designed to preside over specific high-value business and commercial disputes…more

Business Court, Business Court Division, Business Litigation, Corporate Counsel, Effective Date

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BEAT, FATCA and Insurance - proposed regulations clarify the application of the BEAT and the treatment of insurance premiums under FATCA

On December 13, 2018, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued two sets of proposed regulations of importance to insurance companies. One set was the long-awaited regulations under…more

Banks, Base Erosion and Anti-Abuse Tax (BEAT), Broker-Dealer, Corporate Taxes, FATCA

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Decoding Regulation S-P – What noncompliance looks like and what it will cost you

As every investment adviser, broker-dealer, and fund (and their lawyer) knows, noncompliance with Regulation S-P, the SEC’s primary rule on privacy notices and safeguard policies, can land a registrant in hot and expensive…more

Broker-Dealer, Cybersecurity, Data Protection, Enforcement Actions, Investment Adviser

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SEC shortens filing deadlines for beneficial ownership reports required under sections 13(d) and 13(g) of the Exchange Act

On October 10, 2023, the Securities and Exchange Commission (SEC) adopted amendments to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities and Exchange Act of 1934 (Exchange Act)…more

Beneficial Owner, Business Ownership, EDGAR, Filing Deadlines, Schedule 13D

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More carrots, more sticks - DOJ announces agency-wide whistleblower pilot program

The Department of Justice has announced yet another pilot program, adding to their “mix of carrots and sticks” designed “to promote responsible corporate citizenship.” The new whistleblower pilot program, which is still under…more

Compliance, Corporate Crimes, Corporate Misconduct, Corruption, Department of Justice (DOJ)

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On notice: IRS and Treasury preview guidance related to Pillar Two taxes and extend foreign tax credit relief

The Internal Revenue Service (IRS) and US Treasury Department (Treasury) issued Notice 2023-80 (Notice) on December 11, 2023, addressing the extension of relief previously announced under the foreign tax credit rules, and…more

Corporate Taxes, Foreign Tax, Foreign Tax Credits, Internal Revenue Code (IRC), International Tax Issues

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More carrots, more sticks - DOJ announces agency-wide whistleblower pilot program

The Department of Justice has announced yet another pilot program, adding to their “mix of carrots and sticks” designed “to promote responsible corporate citizenship.” The new whistleblower pilot program, which is still under…more

Compliance, Corporate Crimes, Corporate Misconduct, Corruption, Department of Justice (DOJ)

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Supreme Court strengthens enforceability of arbitration provisions

In his first Supreme Court opinion, Justice Kavanaugh, writing for a unanimous court, held that when a contract delegates to arbitrators gateway questions regarding arbitrability of disputes, courts may not override that…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

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FERC Seeks Comments on Double Recovery Resulting from Current Income Tax Allowance and Rate of Return Policies

On December 15, 2016, the Federal Energy Regulatory Commission (FERC) issued a Notice of Inquiry (NOI) seeking comments on how to address any potential double recovery that may result from the agency’s current income tax…more

Comment Period, FERC, Notice of Inquiry, Return on Equity, Tax Allowances

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New York adopts final business corporation franchise tax regulations

On December 27, 2023, the New York State Department of Taxation and Finance (Department) officially adopted the business corporation franchise tax regulations it submitted to the State Register on August 9, 2023 – marking the…more

Business Taxes, Corporate Taxes, Franchise Taxes, Income Taxes, Local Taxes

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Tax perspectives for Russian companies in respect of the Russian-Netherlands double tax treaty denunciation

Since April 2020, the Russian Federation has been taking actions to increase tax rates for several types of income under double taxation treaties (DTTs) with jurisdictions that the Russian government recognizes as mainly used…more

Double Taxation, Netherlands, Russia, Tax Rates, Tax Treaty

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FY 2022 Green Book goes big for green energy

On May 28, 2021, Treasury released the General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals, more commonly referred to as the Green Book. The issuance of the Green Book provides further detail on the…more

Biden Administration, Carbon Capture and Sequestration, Clean Energy, Electric Vehicles, Energy Projects

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SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation of…more

Amended Rules, Certification Requirements, Cooling-Off Rule, Disclosure Requirements, Insider Trading

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Transportation Disrupted: AI in the Driver's Seat

Eversheds Sutherland Lawyers Share Insights on Data Privacy, Cybersecurity, Intellectual Property and other Challenges Raised by Autonomous and Connected Cars - On May 3, 2017, Eversheds Sutherland hosted Transportation…more

Artificial Intelligence, Connected Cars, Cybersecurity, Data Collection, Driverless Cars

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Updata: Your quarterly Data Privacy and Cybersecurity update - October - December 2020

Updata is an international report produced by Eversheds Sutherland’s dedicated Privacy and Cybersecurity team – it provides you with a compilation of key privacy and cybersecurity regulatory and legal developments from the past…more

California Consumer Privacy Act (CCPA), China, Coronavirus/COVID-19, Court of Justice of the European Union (CJEU), Cybersecurity

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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New Texas law addresses transactions requiring approval by the Public Utility Commission of Texas

On June 4, 2019, Texas Governor Greg Abbott signed into law Texas Senate Bill (SB) 1211, which amends § 39.158 of the Texas Public Utility Regulatory Act (PURA) relating to prior approval of certain transactions by the Public…more

Corporate Sales Transactions, Electric Generation Suppliers, Electricity, Financial Transactions, New Legislation

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CARES Act and the real estate industry: understanding the impact of COVID-19

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provides a $2.2 trillion economic stimulus package to assist businesses and individuals who have been impacted by the current pandemic. In addition to the…more

CARES Act, Commercial Property Owners, Coronavirus/COVID-19, Economic Injury Disaster Loans, Real Estate Transactions

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New SEC interpretation impacts timberland investment advisors

On June 5, 2019, the US Securities and Exchange Commission adopted a comprehensive package of rulemakings and interpretations governing the standard of conduct applicable to broker-dealers and the fiduciary duty applicable to…more

Best Interest Standard, Broker-Dealer, Conflicts of Interest, Disclosure Requirements, Duty of Care

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Congress unveils 2020 energy tax extenders

Congress is moving rapidly towards passing the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (Extenders Bill) as part of the Consolidated Appropriations Act, 2021. If enacted, the Extenders Bill would extend certain tax…more

Alternative Fuels, Energy Projects, Energy Sector, Investment Tax Credits, Pending Legislation

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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Section 2(a) is “F**T” – the US Supreme Court strikes down the bar on “immoral” or “scandalous” trademarks

On June 24, 2019, the US Supreme Court clarified that the Lanham Act’s bar on “immoral” or “scandalous” trademarks violates the First Amendment because it discriminates based on viewpoint. The decision followed the Supreme…more

Appeals, Constitutional Challenges, First Amendment, Free Speech, Iancu v. Brunetti

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FCRA Violations Lead to Record-Breaking $60 Million Verdict

On June 19, a jury sitting in federal court in the United States District Court for the Northern District of California awarded plaintiffs $60 million after finding that the defendant, TransUnion, LLC, violated provisions of the…more

Credit Reporting Agencies, Fair Credit Reporting Act (FCRA), Jury Awards, Office of Foreign Assets Control (OFAC), Personal Data

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Dual registrant regulatory roundup - April 2024

Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the previous month that are of interest to…more

Broker-Dealer, Disclosure Requirements, Investment Adviser, Investors, Registration Requirement

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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Diving into the section 48 investment tax credit proposed regulations

On November 17, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (Proposed Regulations) relating to eligible energy property that qualifies for the section 48…more

Energy Projects, Energy Sector, Inflation Reduction Act (IRA), Investment Tax Credits, IRS

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No retaliatory intent required - “contributing factor” sufficient to prevail in SOX whistleblower claim

On February 8, 2024, the United States Supreme Court, in Murray v. UBS Securities, LLC, issued a decision that expands the ability of whistleblowers to seek anti-retaliation protections under federal whistleblower laws…more

Adverse Employment Action, Anti-Retaliation Provisions, Employer Liability Issues, Murray v UBS Securities LLC, Protected Activity

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“Generic.com,” not so generic after all: BOOKING.COM registers a win at Supreme Court

On June 30, 2020, the US Supreme Court held that a “generic.com” mark (a generic term in combination with “.com”) could be eligible for federal trademark registration, refusing to adopt the US Patent and Trademark Office’s…more

Acquired Distinctiveness, Appeals, Booking.com, Domain Name Registration, Domain Names

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Department of Labor issues notice of proposed rulemaking to increase salary threshold for FLSA exemptions

On August 30, 2023, the US Department of Labor (DOL) announced a Notice of Proposed Rulemaking (NPRM) that it claims will “restore and extend overtime protections to 3.6 million salaried workers” throughout the United States…more

Comment Period, Department of Labor (DOL), Exempt-Employees, Fair Labor Standards Act (FLSA), Highly Compensated Employees

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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New SEC interpretation impacts timberland investment advisors

On June 5, 2019, the US Securities and Exchange Commission adopted a comprehensive package of rulemakings and interpretations governing the standard of conduct applicable to broker-dealers and the fiduciary duty applicable to…more

Best Interest Standard, Broker-Dealer, Conflicts of Interest, Disclosure Requirements, Duty of Care

See all updates »

A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

SEC proposes sweeping revisions to Advisers Act Custody Rule

On February 15, 2022 the US Securities and Exchange Commission (SEC) proposed sweeping changes to Rule 206(4)-2 (the Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act), which would be redesignated as Rule…more

Custody Rule, Form ADV, Investment Adviser, Investment Advisers Act of 1940, Proposed Amendments

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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FTX files for Chapter 11 bankruptcy

On November 11, 2022, FTX, the world’s third-largest cryptocurrency exchange, filed for Chapter 11 bankruptcy protection in the United States. Reports suggest that the exchange might have a shortfall of as much as US$8 billion…more

Chapter 11, Commercial Bankruptcy, Crypto Exchanges, Cryptocurrency, Digital Assets

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Sigh of relief: SEC extends position on temporary co-investment relief for BDCs

On March 2, 2021, the Securities and Exchange Commission (the SEC) updated its Frequently Asked Questions relating to the targeted co-investment relief that the SEC previously had granted in an effort to assist business…more

Business Development Companies, Guidance Update, Investment Funds, Relief Measures, Securities and Exchange Commission (SEC)

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If At First You Don’t Succeed - Georgia Supreme Court Upholds Waiver of Confirmation After Prior Confirmation Action Denied

On April 17, 2017, the Supreme Court of Georgia found that defendant guarantors had waived the statutory protections under the Georgia foreclosure confirmation statute, and the lender could pursue a deficiency judgment against…more

Appeals, Deficiency Judgments, Foreclosure Sales, GA Supreme Court, Guarantors

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DOE, Treasury and IRS issue guidance regarding foreign entity of concern for section 30D tax credit eligibility

On December 4, 2023, the Department of Energy (DOE), Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) published related proposed guidance on the eligibility of an electric vehicle for the section 30D…more

Automotive Industry, Batteries, China, Clean Car Standards, Clean Energy

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FTX files for Chapter 11 bankruptcy

On November 11, 2022, FTX, the world’s third-largest cryptocurrency exchange, filed for Chapter 11 bankruptcy protection in the United States. Reports suggest that the exchange might have a shortfall of as much as US$8 billion…more

Chapter 11, Commercial Bankruptcy, Crypto Exchanges, Cryptocurrency, Digital Assets

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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FTC announces revised HSR notification thresholds and HSR filing fees for 2023

The Federal Trade Commission (FTC) announced on Monday, January 23, 2023 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2023, including an…more

Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees, Hart-Scott-Rodino Act

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Trademark scammer gets the slammer!

On September 15, 2021, the United States District Court for the District of South Carolina imposed significant penalties on a defendant who defrauded thousands of trademark registration holders. The imposition of such penalties…more

Corporate Counsel, Criminal Penalties, Criminal Prosecution, Fraud, Mail Fraud

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Spate of “surprise” ticket fee class actions target New York venues

Beginning in late 2023, plaintiffs have filed dozens of putative class action lawsuits against companies that sell tickets to entertainment venues and events in New York. These suits arise from allegations that companies are…more

Amended Regulation, Class Action, Entertainment Venues, Event Tickets, Fees

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The Second Circuit - canons of construction prevail in dizzying case of “black hole” tax refunds

In an important win for taxpayers, a unanimous Second Circuit reversed the Tax Court on a statutory interpretation issue involving the three-year “look-back” period for Tax Court jurisdiction over refunds. Borenstein v…more

American Taxpayer Relief Act, Appeals, Jurisdiction, Look-Back Measurement Period, Overpayment

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In tune with the SEC - staff continues dialogue on harmonizing private exemptions

On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while…more

Accredited Investors, Business Development Companies, Capital Raising, Investment Funds, Investors

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Trend reversed – No German royalty withholding tax on online advertising services

After German tax authorities in the state of Bavaria and others had begun to order some German companies, as part of ongoing audit procedures, to retroactively pay German withholding tax at a rate of 15% on payments to…more

Advertising, Cross-Border, Digital Service Providers, Germany, Online Advertisements

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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SEC adopts groundbreaking disclosure improvements for variable insurance contracts 

On March 11, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) adopted a new prospectus disclosure framework, including new rules, rule amendments and registration statement form amendments, for SEC-registered…more

Disclosure Requirements, Insurance Industry, Life Insurance, New Regulations, Prospectus

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New IRS guidance confirms PPP loans not as good or as bad as once thought

The Internal Revenue Service (IRS) recently issued a Revenue Ruling, a Revenue Procedure and a series of frequently asked questions (FAQs) posted on the IRS website addressing open questions regarding Paycheck Protection Program…more

Coronavirus/COVID-19, Federal Taxes, Income Taxes, IRS, Paycheck Protection Program (PPP)

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Legal Alert: A Little Rule With Big Implications: USPTO Implements New Fee Schedule Including a 75% Reduction in Patent Fees for Applicants Qualifying for "Micro Entity" Status

On March 19, 2013, the United States Patent and Trademark Office (USPTO) implemented a new fee schedule as authorized by the Leahy-Smith America Invents Act (Act). Among numerous changes in the fees for patent services provided…more

America Invents Act, Micro Entity Status, Patent Applications, Patent Fees, Patent Reform

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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US-EU Covered Agreement: An Overview

On January 13, 2017, the then-US Secretary of the Treasury and the then-US Trade Representative (USTR) notified Congress that they had negotiated a covered agreement with the European Union (EU). Once the Covered Agreement takes…more

EU, Insurance Industry, NAIC, Reinsurance, Solvency II

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Legal and Regulatory Developments - Business Interruption Insurance for COVID-19 Related Losses

As the COVID-19 pandemic continues to have significant economic consequences in the US, a key issue for insurers and businesses throughout the country is whether all or a portion of losses may be covered by insurance. Because…more

Business Interruption, Business Losses, Commercial Insurance Policies, Coronavirus/COVID-19, Denial of Insurance Coverage

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Swap APs exempt from Branch Office Manager Series 30 Examination requirement effective January 3, 2022

On Monday, November 27, 2021, the National Futures Association (NFA) submitted to the CFTC proposed amendments to NFA Compliance Rule 2-7 to exclude associated persons (APs), designated as “swap” APs, from the Branch Office…more

CFTC, Exemptions, Industry Examinations, National Futures Association, Proposed Amendments

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SEC adopts sweeping new private fund adviser rules and amendment to compliance rule

On August 23, 2023, a divided Securities and Exchange Commission (SEC) adopted far-reaching new rules and rule amendments under the Investment Advisers Act of 1940, as amended (Advisers Act). While the final rules are not as…more

Amended Rules, Disclosure Requirements, Final Rules, Investment Adviser, Investment Advisers Act of 1940

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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Tax perspectives for Russian companies in respect of the Russian-Netherlands double tax treaty denunciation

Since April 2020, the Russian Federation has been taking actions to increase tax rates for several types of income under double taxation treaties (DTTs) with jurisdictions that the Russian government recognizes as mainly used…more

Double Taxation, Netherlands, Russia, Tax Rates, Tax Treaty

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SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act)…more

Brokers, Capital Formation, Exemptions, Finders, Private Offerings

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FERC orders natural gas pipelines to address federal income tax changes

On July 18, the Federal Energy Regulatory Commission (FERC) issued orders (i) adopting procedures to implement the federal corporate income tax rate reduction in natural gas pipeline rates, and (ii) providing guidance regarding…more

Corporate Taxes, Energy Sector, FERC, Master Limited Partnerships, Natural Gas

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Unlocking the process: Guide to ERISA individual prohibited transaction exemptions

Since 1996, the US Department of Labor granted more than 1,200 individual exemptions from the ERISA prohibited transaction rules. One of the distinctive features of ERISA is its prohibition, in ERISA section 406 as a matter…more

401k, 403(b) Plans, Benefit Plan Sponsors, Department of Labor (DOL), Employee Retirement Income Security Act (ERISA)

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U.S. Supreme Court Hears Oral Argument Over the Preclusive Effect of Administrative Trademark Determinations on Future Infringement Litigation

The U.S. Supreme Court heard oral argument last week in a much anticipated trademark matter, B&B Hardware Inc. v. Hargis Industries Inc. et al. The primary question presented was whether a likelihood-of-confusion determination…more

Administrative Hearings, B&B Hardware v Hargis Industries, Claim Preclusion, Infringement, Likelihood of Confusion

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Legal Alert: Final Volcker Rule: Update and Key Takeaways for Insurers

On December 10, 2013, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, and the Commodity Futures Trading…more

Bank Holding Company Act, Banks, CFTC, Collateralized Debt Obligations, Dodd-Frank

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Eighth Circuit recognizes plain language of wholesale power contracts among electric cooperatives does not permit early termination

The US Court of Appeals for the Eighth Circuit has recently confirmed the validity of term provisions in wholesale power contracts between generation and transmission cooperatives and their member distribution cooperatives…more

Bylaws, Contract Terms, Electricity, Energy Contracts, Energy Sector

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Taxing the digital economy - The ABCs of the secretariat proposal for a “unified approach under pillar one”

On 9 October 2019, the Organisation for Economic Co-Operation and Development (OECD) published its latest public consultation paper in relation to its proposals to address the challenges of taxing the digital economy, entitled…more

BEPS, Business Taxes, Consultation, Corporate Taxes, Digital Marketplace

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Through the eyes of the SEC: SEC adopts amendments to MD&A disclosure requirements

On November 19, 2020, the United States Securities and Exchange Commission (the SEC) adopted amendments (the Adopted Amendments)1 to Items 301 (selected financial data), 302 (supplementary financial data), and 303 (Management’s…more

Amended Regulation, Business Development Companies, Corporate Governance, Disclosure Requirements, MD&A Statements

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COVID-19 checklist for real estate and construction projects

With each passing day, the number of COVID-19 cases continues to rise and jurisdictions across the world are working hard to contain the contagion. People are rightly concerned about the impact that COVID-19 will have on their…more

Breach of Contract, Construction Contracts, Construction Industry, Construction Project, Contract Terms

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US reimposes sanctions against Iran’s energy sector despite European opposition

As of November 5, 2018, US secondary sanctions against Iran are back in force, and more than 700 Iranian individuals and entities have been re-added or newly added to the US Specially Designated Nationals and Blocked Persons…more

Blocking Statutes, Energy Sector, EU, Foreign Financial Institutions (FFI), Iran

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Bitcoin ETF approvals come with stark warning from SEC Chair

As of January 10, 2024, US securities exchanges may list Bitcoin ETFs for trading. Cryptocurrency enthusiasts hope this decision signals a broader adoption of cryptocurrency in the United States. Perhaps it does, but celebration…more

Bitcoin, Cryptocurrency, Investment Funds, Popular, Risk Assessment

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New EPA and Corps “waters of the United States” rule conforms to Sackett v. EPA, leaves ambiguities

On September 8, 2023, the United States Environmental Protection Agency and the United States Army Corps of Engineers (collectively, the Agencies) published a final rule (Agency Rule) to amend the definition of “waters of the…more

Clean Water Act, Environmental Protection Agency (EPA), Navigable Waters, Rapanos v US, Sackett

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A Note on Investment Security: Reinsurance Investment Security Subgroup’s Recent Decision

The National Association of Insurance Commissioners (NAIC) Reinsurance Investment Security Subgroup (the Subgroup) was formed earlier this year with representatives from eight states: Connecticut, California, Colorado, Illinois,…more

Financial Products, Insurance Industry, Investment, NAIC, Reinsurance

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The “Safeguarding Proposal”: A jurisdictional grab by the SEC over custodians

On February 15, 2023, the US Securities and Exchange Commission (the SEC) proposed sweeping changes to Rule 206(4)-2 (the Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act), which would be redesignated as…more

Investment Adviser, Investment Advisers Act of 1940, Investment Management, Securities and Exchange Commission (SEC)

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Powerful US discovery tool still allowed for international litigation but not commercial arbitration

On June 13, 2022, the US Supreme Court decided ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, holding that Section 1782 requires a “foreign or international tribunal” be a tribunal imbued with governmental authority. The…more

28 U.S.C. § 1782, AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States, Arbitration, Business Disputes, Business Litigation

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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NAIC Close to Adopting Guideline for IUL Illustrations

On June 4, after long deliberation and extensive consultation with issuers of indexed universal life (IUL) insurance policies and other interested parties by the Life Actuarial (A) Task Force (LATF), the NAIC’s Life Insurance…more

Actuarial Values, Insurance Industry, Life Insurance, NAIC

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The implications of a no-deal Brexit on your supply chain

Brexit is not just a UK issue. If you have EU operations and your supply chain involves the UK, then you need to consider the impact of Brexit on that supply chain. With a no-deal Brexit looking increasingly likely, now is the…more

EU, Manufacturers, No-Deal Brexit, REACH, Supply Chain

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New York adopts final business corporation franchise tax regulations

On December 27, 2023, the New York State Department of Taxation and Finance (Department) officially adopted the business corporation franchise tax regulations it submitted to the State Register on August 9, 2023 – marking the…more

Business Taxes, Corporate Taxes, Franchise Taxes, Income Taxes, Local Taxes

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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A Subtle Snare of the Justice Against Sponsors of Terrorism Act for Businesses Indirectly Supporting International Terrorism

While countless news outlets have reported the recent Congressional override of President Obama’s veto of the Justice Against Sponsors of Terrorism Act (JASTA), few have given much thought to the more nuanced consequences that…more

Antiterrorism Act, Barack Obama, Corporate Counsel, Justice Against Sponsors of Terrorism Act (JASTA), Presidential Veto

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SEC takes on AI use by broker-dealers and investment advisers - Expansive coverage of types of technology and investor interaction in play

In a Legal Alert issued before the SEC open meeting, we posed five questions that our Investment Services team would be looking out for as part of this meeting. We now have answers to some of these questions…more

Analytics, Artificial Intelligence, Broker-Dealer, Compliance, Conflicts of Interest

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The new Texas Business Court: What it is and how to use it

With Governor Abbott signing House Bill 19 into law on June 9, Texas joins more than two dozen US states with a specialized business court system designed to preside over specific high-value business and commercial disputes…more

Business Court, Business Court Division, Business Litigation, Corporate Counsel, Effective Date

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Seeking shelter from the (TCPA) storm: statutory safe harbor provides protection

A statutory “safe harbor” within the Telephone Consumer Protection Act (TCPA) may have become a bit safer after a federal court reinforced what defendants must do to secure statutory protection from high-dollar TCPA lawsuits. …more

Affirmative Defenses, Do Not Call List, FCC, Safe Harbors, TCPA

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

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SECURE 2.0 in 2023 and beyond

President Biden signed the Consolidated Appropriations Act, 2023, on December 29, 2022, which includes the package of retirement plan legislation known as “SECURE 2.0.” SECURE 2.0 contains numerous significant changes for…more

Benefit Plan Sponsors, Consolidated Appropriations Act (CAA), Employee Benefits, Employee Contributions, Hardship Distributions

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

See all updates »

FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Global AI Regulatory Update - February 2024

Welcome to our quarterly Global AI Regulatory Update, summarizing key developments from around the world. On November 27, 2023, AI Security Guidelines were published. The guidelines were led by UK National Cyber Security Centre…more

Artificial Intelligence, Corporate Counsel, Cross-Border Transactions, Cybersecurity, Innovative Technology

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Why a decision out of Texas might have changed what qualifies as a force majeure event

MIECO LLC v. Pioneer Nat. Res. USA, Inc. - May a seller of energy invoke force majeure to excuse its non-performance under a delivery contract – a contract that obligates the seller to deliver a particular quantity of energy…more

Contract Terms, Energy Sector, Force Majeure Clause, NAESB, Natural Gas

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

See all updates »

OSHA announces emergency temporary standard on COVID-19 vaccination and testing

On November 4, 2021, the Occupational Safety and Health Administration (OSHA) announced an “Emergency Temporary Standard” (ETS) on workplace safety and coronavirus. The ETS is in response to President Biden’s directive in…more

Biden Administration, Coronavirus/COVID-19, Covered Employer, Employer Mandates, Executive Orders

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No longer in limbo - China’s CAC finalises new regulations regarding cross-border data flows

The much anticipated response to the Consultation initiated by the Cyberspace Administration of China (CAC) last September has finally arrived (read our earlier briefing here). Last Friday, the CAC ended months of speculation by…more

China, Compliance, Consultation, Cybersecurity, Exemptions

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Texas PUC adopts new rules governing retail electricity brokers

On May 1, 2020, the PUCT adopted regulations implementing §39.3555 in Title II of the Texas Utilities Code, which was passed by the Texas Legislature in 2019 requiring any person that provides “brokerage services” for…more

Brokers, Electricity, New Rules, Public Utilities Commission, Utilities Sector

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Long-awaited passive foreign investment company proposed regulations – focus on insurance

On July 11, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued comprehensive proposed regulations on passive foreign investment companies (PFICs) that include guidance on the recently…more

Comment Period, Exceptions, Insurance Industry, Internal Revenue Code (IRC), IRS

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

Courts uphold wholesale power contracts among electric cooperatives 

Courts in South Carolina and South Dakota have recently recognized the validity of term provisions in wholesale power contracts between generation and transmission cooperatives and their member distribution cooperatives. In…more

Contract Termination, Contract Terms, Electric Cooperative, Electricity, Power Purchase Agreements

See all updates »

Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

See all updates »

Overview of the ICSID Fiscal Year 2020 Caseload Report

On August 13, 2020, the International Centre for Settlement of Investment Disputes (ICSID) released its Fiscal Year 2020 Caseload Report (FY2020 Report or Report). ICSID updates its caseload statistics every six months. This…more

Arbitration, Bilateral Investment Treaties, Dispute Resolution, ICSID, Investor State Dispute Settlement (ISDS)

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Federal Insurance Office announces plans for “first of its kind” climate data call on homeowners’ insurance

On November 1, 2023 the Department of the Treasury’s Federal Insurance Office (FIO) formally submitted a request to proceed with a climate-related financial risk data collection for homeowners’ multi-peril underwriting data…more

Biden Administration, Climate Change, Data Collection, Executive Orders, FIO

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Dual registrant regulatory roundup - April 2024

Each month, Eversheds Sutherland Investment Services attorneys review significant regulatory developments (including notable rulemakings and guidance from securities regulators) from the previous month that are of interest to…more

Broker-Dealer, Disclosure Requirements, Investment Adviser, Investors, Registration Requirement

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Biden’s second (attempted) bite at the private equity apple: Key 2023 Green Book proposals impacting private equity funds and their investors

On March 28, 2022, the Biden Administration released the 2023 Fiscal Year Budget (the Budget) followed by the release of the Treasury’s Green Book, which provides explanations of the Biden Administration’s revenue proposals. Of…more

Biden Administration, Corporate Taxes, Federal Budget, Green Book, Investors

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Focus on Fintech: The CFPB wants state and federal financial regulators to get behind its enforcement agenda

The CFPB is the primary regulator of consumer financial products and services in the US, but other state and federal regulators also have authority to enforce some federal consumer financial protection laws. The CFPB is now…more

Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Credit Reports, Dodd-Frank, Enforcement Authority

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Marcel Fashions Group did not “get lucky” with the doctrine of defense preclusion

On May 14, 2020, in a unanimous opinion authored by Justice Sotomayor, the US Supreme Court overturned the “defense preclusion” doctrine proposed by the Second Circuit, upholding the requirement that preclusion of a defense…more

Claim Preclusion, Collateral Estoppel, Counterclaims, Defense Preclusion, Fashion Branding

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COVID-19 checklist for real estate and construction projects

With each passing day, the number of COVID-19 cases continues to rise and jurisdictions across the world are working hard to contain the contagion. People are rightly concerned about the impact that COVID-19 will have on their…more

Breach of Contract, Construction Contracts, Construction Industry, Construction Project, Contract Terms

See all updates »

SEC expands the Names Rule

On September 20, 2023, the US Securities and Exchange Commission (SEC) voted by a 4-1 margin to adopt amendments to Rule 35d-1, commonly known as the “names rule” (Rule), under the Investment Company Act of 1940, as amended…more

Amended Rules, Compliance, Compliance Dates, Investment Company Act of 1940, Investment Funds

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New SBA tax blocker exception for BDCs with dropdown SBICs

On January 19, 2024, the US Small Business Administration (SBA) created a new exception applicable to business development companies (BDCs) with wholly owned small business investment companies (SBICs) that will allow use of…more

Blocker Corporations, Business Development Companies, Exceptions, Limited Liability Company (LLC), Pass-Through Entities

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SECURE 2.0 in 2023 and beyond

President Biden signed the Consolidated Appropriations Act, 2023, on December 29, 2022, which includes the package of retirement plan legislation known as “SECURE 2.0.” SECURE 2.0 contains numerous significant changes for…more

Benefit Plan Sponsors, Consolidated Appropriations Act (CAA), Employee Benefits, Employee Contributions, Hardship Distributions

See all updates »

Moore questions: Impressions from oral argument

On December 5, 2023, the US Supreme Court heard oral arguments in Moore v. United States, addressing the constitutionality of the section 965 transition tax, which was enacted in the Tax Cuts and Jobs Act of 2017. Section 965…more

Apportionment, Constitutional Challenges, Controlled Foreign Corporations, International Tax Issues, Moore v US

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IRS gets to the point in brief payroll tax deferral guidance

On August 28, the IRS issued Notice 2020-65 on the deferral of employee payroll tax obligations, as originally described in the Trump Administration’s Executive Memorandum dated August 8. The brief guidance provides employers…more

IRS, New Guidance, Payroll Taxes, Popular, Social Security Taxes

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The impact of Langan v. Johnson & Johnson on nationwide class actions

The US Court of Appeals for the Second Circuit recently closed the door on a potential argument for defendants fighting multi-state class certification. In Langan v. Johnson & Johnson Consumer Companies, Inc., as part of an…more

Article III, Class Action, Class Certification, Consumer Protection Laws, FRCP 23

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Spate of “surprise” ticket fee class actions target New York venues

Beginning in late 2023, plaintiffs have filed dozens of putative class action lawsuits against companies that sell tickets to entertainment venues and events in New York. These suits arise from allegations that companies are…more

Amended Regulation, Class Action, Entertainment Venues, Event Tickets, Fees

See all updates »

Down the Shore, A Turn in the Tide - New Jersey Supreme Court Denies Class Certification in TCCWNA Case

For the past few years, consumer-facing businesses that advertise and sell to New Jersey consumers have been subject to an ever-rising tide of class action lawsuits under New Jersey’s Truth-in-Consumer Contract Warranty and…more

Class Action, Class Certification, Consolidated Appeals, Consumer Contracts, SCOTUS

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Congress unveils 2020 energy tax extenders

Congress is moving rapidly towards passing the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (Extenders Bill) as part of the Consolidated Appropriations Act, 2021. If enacted, the Extenders Bill would extend certain tax…more

Alternative Fuels, Energy Projects, Energy Sector, Investment Tax Credits, Pending Legislation

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Updata: Your quarterly Data Privacy and Cybersecurity update - October - December 2020

Updata is an international report produced by Eversheds Sutherland’s dedicated Privacy and Cybersecurity team – it provides you with a compilation of key privacy and cybersecurity regulatory and legal developments from the past…more

California Consumer Privacy Act (CCPA), China, Coronavirus/COVID-19, Court of Justice of the European Union (CJEU), Cybersecurity

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Powerful US discovery tool still allowed for international litigation but not commercial arbitration

On June 13, 2022, the US Supreme Court decided ZF Automotive US, Inc. v. Luxshare, Ltd., No. 21-401, holding that Section 1782 requires a “foreign or international tribunal” be a tribunal imbued with governmental authority. The…more

28 U.S.C. § 1782, AlixPartners LLP v The Fund for Protection of Investors Rights in Foreign States, Arbitration, Business Disputes, Business Litigation

See all updates »

Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

See all updates »

Significant, Proposed Limitations on IRA Investments Included in House Legislation

On September 27, 2021, the Build Back Better budget reconciliation legislation was introduced in the House of Representatives (the Legislation), which includes numerous revenue raisers and other tax-related changes. While many…more

Accredited Investors, Budget Reconciliation, Individual Retirement Account (IRA), Private Placements, Proposed Legislation

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Diversity boost in the boardroom: SEC approves Nasdaq’s new rules to spark increased board diversity for listed companies

On August 6, 2021, the Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) Board Diversity Rule, which is intended to enhance board diversity and transparency among companies listed on its…more

Board of Directors, Business Development Companies, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I)

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SEC amends Rule 10b5-1 and revamps affirmative defense to insider trading charges

The Securities and Exchange Commission (SEC) has unanimously adopted amendments to Rule 10b5-1 (the Rule), which prohibits the purchase or sale of securities on the basis of material nonpublic information (MNPI) in violation of…more

Amended Rules, Certification Requirements, Cooling-Off Rule, Disclosure Requirements, Insider Trading

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

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Court of Appeals affirms “grandfather” rights in Territorial Act renovation dispute

The Georgia Court of Appeals has affirmed Georgia Power Company’s “grandfather” rights to provide electric service to a manufacturing/warehouse facility that had been expanded and renovated over the years, but not “dismantled”…more

Appeals, Electricity, GA Supreme Court, Grandfathered Status, Manufacturing Facilities

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The evolving landscape of non-compete agreements - change is underway in New York State - could non-compete clauses become unenforceable?

Employers commonly use non-compete agreements to protect the use of their trade secrets and other confidential business information from employers who leave to join competitors. New York State appears poised to join a number of…more

Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), No-Poaching, Non-Compete Agreements

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SEC Staff states that IRS Form 1099-DIV cannot be used to satisfy the requirements of Section 19(a) of the Investment Company Act of 1940

Section 19(a) of the Investment Company Act of 1940 (the 1940 Act) generally prohibits a business development company (BDC) or a registered investment company from making a distribution from any source other than its net income…more

1099s, Business Development Companies, Distribution Rules, Investment Company Act of 1940, IRS

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Trademark scammer gets the slammer!

On September 15, 2021, the United States District Court for the District of South Carolina imposed significant penalties on a defendant who defrauded thousands of trademark registration holders. The imposition of such penalties…more

Corporate Counsel, Criminal Penalties, Criminal Prosecution, Fraud, Mail Fraud

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SEC proposes revised “significant subsidiary” tests for investment companies and reduced financial information requirements for fund acquisitions

On May 3, 2019, the Securities and Exchange Commission (SEC) voted to propose rule amendments with regard to financial disclosures about acquired and disposed businesses (the “Proposal”), including amendments specific to…more

Acquisitions, Business Development Companies, Closed-End Funds, Disclosure Requirements, Financial Reporting

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Trial by Zoom: virtual trials in the time of COVID-19

The COVID-19 pandemic’s impact continues to send ripples into an ever-evolving court system as the quarantines and lockdowns endure. The early days of the pandemic halted hearings and stayed cases, but after almost a year of…more

Coronavirus/COVID-19, Court Closures, Federal Rules of Civil Procedure, Federal Rules of Evidence, Trial Attorneys

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions…more

Acquisitions, CARES Act, Corporate Taxes, Local Taxes, Mergers

See all updates »

More carrots, more sticks - DOJ announces agency-wide whistleblower pilot program

The Department of Justice has announced yet another pilot program, adding to their “mix of carrots and sticks” designed “to promote responsible corporate citizenship.” The new whistleblower pilot program, which is still under…more

Compliance, Corporate Crimes, Corporate Misconduct, Corruption, Department of Justice (DOJ)

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IRS Notice previews proposed regulations addressing PTEP basis of acquired CFCs

On December 29, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) published Notice 2024-16 (Notice) announcing their intent to issue proposed regulations relating to the determination of…more

Controlled Foreign Corporations, IRS, Liquidation, Proposed Regulation, Reorganizations

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Court of Appeals affirms “grandfather” rights in Territorial Act renovation dispute

The Georgia Court of Appeals has affirmed Georgia Power Company’s “grandfather” rights to provide electric service to a manufacturing/warehouse facility that had been expanded and renovated over the years, but not “dismantled”…more

Appeals, Electricity, GA Supreme Court, Grandfathered Status, Manufacturing Facilities

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Russia and Belarus sanctions update - December 2022

Oil price cap - The oil price cap has been co-ordinated by the G7 in order to make EU, UK and US services (including (re)insurance) available to third country importers and exporters as long as the price paid for…more

Asset Freeze, Belarus, Belarus Sanctions, Biden Administration, Crude Oil

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SEC proposes amendments to expand the reach of the fund “Names Rule,” with a specific focus on ESG

On May 25, 2022, the US Securities and Exchange Commission (the SEC) proposed amendments (the Proposal) to Rule 35d-1 (the Rule) under the Investment Company Act of 1940, as amended (the 1940 Act). The Proposal comes over 20…more

Business Development Companies, Closed-End Funds, Environmental Social & Governance (ESG), Investment Company Act of 1940, Investment Funds

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New guidance issued on Paycheck Protection Program; loans with original amounts under $2 million will be deemed in good faith

The Treasury and the Small Business Administration (SBA) today updated its set of Frequently Asked Questions (FAQs) with respect to the Paycheck Protection Program (PPP) established under the Coronavirus Aid, Relief, and…more

CARES Act, Certification Requirements, Coronavirus/COVID-19, False Claims Act (FCA), Federal Loans

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SEC adds two new disclosure events to Rule 15c2-12

On August 20, 2018, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 15c2-12 under the Securities Exchange Act of 1934. These amendments require additional disclosure related to the material financial…more

Amended Regulation, Disclosure Requirements, Form 8-K, Municipal Securities Issuers, Municipalities

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Noteworthy developments in payments and fintech - March 2021

Industrial bank charters continue to gain momentum with approval of Square’s charter; payments and tech companies have become interested in industrial banks lately since the FDIC started approving them after a moratorium from…more

Bank Holding Company, Banking Sector, Congressional Review Act, Consumer Financial Protection Bureau (CFPB), FDIC

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Diversity boost in the boardroom: SEC approves Nasdaq’s new rules to spark increased board diversity for listed companies

On August 6, 2021, the Securities and Exchange Commission (SEC) approved The Nasdaq Stock Market LLC’s (Nasdaq) Board Diversity Rule, which is intended to enhance board diversity and transparency among companies listed on its…more

Board of Directors, Business Development Companies, Corporate Governance, Disclosure Requirements, Diversity and Inclusion Standards (D&I)

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COVID-19 legal FAQ for data center operators

This legal FAQ addresses certain considerations for data center operators following the spread of, and the United States federal and state governments’ and the public’s reaction to, COVID-19 and its impact on businesses and…more

Business Closures, Coronavirus/COVID-19, Critical Infrastructure Sectors, Data Centers, Force Majeure Clause

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FERC gas pipeline certificate NOI signals shift at FERC under new Administration

On February 18, 2021, the Federal Energy Regulatory Commission (FERC or Commission) issued a supplemental Notice of Inquiry (February 2021 NOI) seeking additional comments on whether and how it should revise its approach under…more

Administrative Review, Biden Administration, Comment Period, Eminent Domain, Energy Projects

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Decoding Regulation S-P – What noncompliance looks like and what it will cost you

As every investment adviser, broker-dealer, and fund (and their lawyer) knows, noncompliance with Regulation S-P, the SEC’s primary rule on privacy notices and safeguard policies, can land a registrant in hot and expensive…more

Broker-Dealer, Cybersecurity, Data Protection, Enforcement Actions, Investment Adviser

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First-of-its-kind enforcement action sparks debate whether NFTs are securities

On August 28, 2023, the Securities and Exchange Commission (SEC) announced a settled enforcement action against Impact Theory LLC (Impact Theory) for the unregistered sale of non-fungible tokens (NFTs) that the SEC determined…more

Civil Monetary Penalty, Cryptoassets, Disgorgement, Enforcement Actions, Non-Fungible Tokens (NFTs)

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GILTI by consolidation

Public Law 115-97 (the Tax Cuts and Jobs Act (TCJA)) added a new foreign income inclusion rule for global intangible low-taxed income (GILTI) under section 951A. On September 13, 2018, the Department of the Treasury (Treasury)…more

Controlled Foreign Corporations, Corporate Taxes, Foreign Tax Credits, GILTI tax, Income Taxes

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Delaware Supreme Court Finds UCC Termination Filings Valid Despite Lack of Lender’s Intent

On October 17, the Delaware Supreme Court held that JP Morgan (JPM) terminated its security interest in all of the collateral provided by General Motors (GM) in support of a $1.5 billion loan, despite neither party intending…more

Chapter 11, Commercial Bankruptcy, Commercial Loans, General Motors, Intent

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

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BOEM’s inaugural Gulf of Mexico wind lease auction results in a measured start for promising region

BOEM held its first-ever auction for wind energy lease areas in the Gulf of Mexico on August 29, 2023. The three lease areas up for auction covered a combined 301,746 acres off the coast of Lake Charles, Louisiana, and…more

Auction, BOEM, Clean Energy, Energy Projects, Energy Sector

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Federal Reserve and Treasury announce new Main Street Lending Program

On April 9, 2020, the Federal Reserve and Treasury announced a package of new financial assistance programs to provide up to $2.3 trillion in loans to support the U.S. economy pursuant to its own authority and the Coronavirus…more

CARES Act, Coronavirus/COVID-19, Credit Facilities, Federal Reserve, Lending

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Proposed bipartisan legislation aims to clarify the crypto regulatory landscape

Senators Kirsten Gillibrand (D-NY) and Cynthia Lummis (R- WY) introduced new proposed legislation on June 7, 2022, which would classify the vast majority of digital assets as commodities, and empower the Commodities Futures…more

CFTC, Commodities, Cryptoassets, Cryptocurrency, Cybersecurity

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UK Payment Systems Regulator Issues Guidance Setting Credit and Debit Interchange Caps

On March 24th, the United Kingdom’s Payment Systems Regulator (PSR) issued final guidance establishing interchange fee caps on credit and debit card transactions where the point of sale is located in the United Kingdom. The…more

Credit Cards, Cross-Border Transactions, Debit Cards, EU, European Economic Area (EEA)

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Georgia’s 2024 legislative session: Sine Die tax legislation overview

The Georgia General Assembly passed several significant tax bills during the 2024 legislative session. Among them was the creation of a tax court in the judicial branch, a reduction of the individual and corporate income tax…more

Corporate Taxes, Department of Revenue, Income Taxes, Jurisdiction, State Taxes

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Court of Appeals affirms “grandfather” rights in Territorial Act renovation dispute

The Georgia Court of Appeals has affirmed Georgia Power Company’s “grandfather” rights to provide electric service to a manufacturing/warehouse facility that had been expanded and renovated over the years, but not “dismantled”…more

Appeals, Electricity, GA Supreme Court, Grandfathered Status, Manufacturing Facilities

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Impact of hotel operators on distressed asset workouts

This legal alert focuses on the impact that hotel operators may have on workouts of loans secured by hotel properties and summarizes the likely considerations that inform the decisions of hotel lenders and operators in loan…more

Business Closures, Business Continuity Plans, Coronavirus/COVID-19, Distressed Assets, Hotels

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

See all updates »

Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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Charting a course: Guidance issued to help navigate potential issues for insurance industry with the corporate alternative minimum tax (CAMT)

On February 17, 2023, the Department of Treasury (Treasury) and the Internal Revenue Service (the IRS) issued Notice 2023-20 (the Notice), to provide guidance that is intended to help avoid unintended adverse consequences to the…more

Alternative Minimum Tax, Corporate Taxes, Insurance Industry, IRS, New Guidance

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Fifth Circuit Limits Pollution Liability

In a significant decision issued February 24, 2014, the Fifth U.S. Circuit Court of Appeals ruled that federal laws preempt state laws in the case of the 2010 Gulf of Mexico oil spill, because the event occurred in federal…more

Discharge of Pollutants, Environmental Liability, Gulf Oil Spill, Oil & Gas

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Cancellation of indebtedness income: Beware of hidden tax costs in debt modifications

The global COVID-19 pandemic has created financial distress for businesses across the United States, many of which may have been forced to close or otherwise limit their revenue-generating activities. As result, many businesses…more

Coronavirus/COVID-19, Economic Downturn, Loan Modifications, Tax Liability

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More carrots, more sticks - DOJ announces agency-wide whistleblower pilot program

The Department of Justice has announced yet another pilot program, adding to their “mix of carrots and sticks” designed “to promote responsible corporate citizenship.” The new whistleblower pilot program, which is still under…more

Compliance, Corporate Crimes, Corporate Misconduct, Corruption, Department of Justice (DOJ)

See all updates »

DFS proposes new framework for virtual currency regulations

New York State’s Department of Financial Services (DFS) has released a Request for Comments on a Proposed Framework for a Conditional BitLicense (Request for Comments) that DFS says will make it easier for start-ups to enter the…more

Bitcoin, BitLicense, Comment Period, Early Stage Companies, Financial Services Industry

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Getting over the starting line: How multi-entity organizational structures can become a barrier to Chapter 15 relief

Chapter 15 of the Bankruptcy Code provides a valuable tool for non-US entities going through foreign insolvency proceedings when they have assets located in the United States. Chapter 15 can protect the value of US assets by…more

Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy, Debtors

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COVID-19 forbearance request provisions in new issuance securitizations

The coronavirus disease (COVID-19) has created disruption in cash flows across a wide range of commercial real estate assets that has resulted in property owners requesting forbearance or other modification relief with respect…more

Banking Sector, Commercial Property Owners, Coronavirus/COVID-19, Fees, Forbearance Agreements

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Sanctions on polysilicon from Xinjiang threaten solar panel supply chains

In 2019, the US imposed sanctions against China in reaction to “serious human rights abuse against ethnic minorities in Xinjiang...” The sanctions followed reports of mass arbitrary detention and severe physical abuse, among…more

Biden Administration, China, Economic Sanctions, Exports, Forced Labor

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NAIC Life and Annuities (A) Committee adopts amendments to Actuarial Guideline 49-A

On February 24th, the NAIC Life Insurance and Annuity (A) Committee (A Committee) adopted amendments to Actuarial Guideline (AG) 49-A to address a concern raised by state insurance regulators regarding the use of illustrations…more

Actuarial Values, Actuaries, Annuities, Insurance Industry, Life Insurance

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If At First You Don’t Succeed - Georgia Supreme Court Upholds Waiver of Confirmation After Prior Confirmation Action Denied

On April 17, 2017, the Supreme Court of Georgia found that defendant guarantors had waived the statutory protections under the Georgia foreclosure confirmation statute, and the lender could pursue a deficiency judgment against…more

Appeals, Deficiency Judgments, Foreclosure Sales, GA Supreme Court, Guarantors

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NY Governor’s budget includes proposal to expand Life Insurance Company Guaranty Corporation to health insurance

New York Senate Bill 4007 and Assembly Bill 3007, which represent Governor Kathy Hochul’s state budget proposal, include provisions to amend Article 77 of the New York Insurance Law, the Life Insurance Company Guaranty…more

Guaranty Claims, Health Insurance, Insolvency, Insurance Industry, Life Insurance

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Enforcement appears as messages disappear part II: Steep penalties imposed in personal messaging cases  

On September 27, 2022, 15 broker-dealers and one investment adviser agreed to pay more than $1.8 billion in total civil penalties to the US Securities and Exchange Commission (SEC), and, for those same companies or affiliates…more

Broker-Dealer, CFTC, Civil Monetary Penalty, Criminal Prosecution, Department of Justice (DOJ)

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Supreme Court strengthens enforceability of arbitration provisions

In his first Supreme Court opinion, Justice Kavanaugh, writing for a unanimous court, held that when a contract delegates to arbitrators gateway questions regarding arbitrability of disputes, courts may not override that…more

Appeals, Arbitration, Arbitration Agreements, Arbitrators, Contract Terms

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Could the SBA be making changes to the SBIC program? 

On October 18, 2022, the US Small Business Administration (the SBA) proposed a wide range of regulatory changes to the rules governing the small business investment company (SBIC) program (the Proposal). …more

Comment Period, Investors, Proposed Amendments, Regulatory Requirements, SBA

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The long-awaited US outbound investment program - what’s proposed and what’s the scope and effect

After months of deliberation, on August 9, 2023, President Biden issued the executive order “Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern” (Order), with…more

Advanced Notice of Proposed Rulemaking (ANPRM), Biden Administration, China, Executive Orders, Foreign Investment

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

See all updates »

A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

Redial: 2023 TCPA Year-in-Review

Eversheds Sutherland presents our 8th annual TCPA year-in-review report highlighting key TCPA issues and trends. Few industries are immune from TCPA liability. In 2023, the insurance, financial services, energy and health…more

Artificial Intelligence, Auto-Dialed Calls, Compliance, FCC, Prior Express Consent

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Copyright office issues new guidance on AI-assisted works, but legal concerns linger

Artificial intelligence (AI) has dominated the headlines over the last several years. As technology has continued to advance, computers and robots have progressed from merely assisting human beings with common tasks to making…more

Artificial Intelligence, Authorship, Copyright, Copyright Infringement, Copyright Office

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

See all updates »

SEC proposes mandatory cybersecurity disclosures

On March 9, 2022, the Securities and Exchange Commission (the SEC) proposed amendments to certain rules regarding cybersecurity disclosure in order to standardize and to enhance disclosures made by public companies that are…more

Comment Period, Corporate Governance, Cybersecurity, Disclosure Requirements, Form 10-K

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Maryland’s zombie digital ad tax is not dead

Maryland lawmakers are expected to revive a pair of failed controversial tax expansion proposals shortly after the scheduled start of the next legislative session on January 13, 2021. On May 7, Governor Larry Hogan vetoed H.B…more

Digital Advertising Tax, Governor Hogan, Governor Vetoes, Gross Receipts Tax, Sales Tax

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Say hello to the BEAT waiver: Final regulations adopt and clarify prior proposed regulations

The ability of taxpayers to waive deductions in order to ensure that they are not subject to the base-erosion and anti-abuse tax (BEAT) was confirmed in final regulations under section 59A issued on September 1, 2020 (Final…more

Anti-Abuse Rule, Base Erosion and Anti-Abuse Tax (BEAT), Base Erosion Tax, IRS, Proposed Regulation

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LB&I announces new campaigns – Related-party service companies, offshore private banking and loose-filed Forms 5471

On April 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced three new compliance campaigns. The campaigns focus on: ..Transfer pricing for “captive” services…more

Controlled Foreign Corporations, Corporate Taxes, FATCA, Filing Requirements, Internal Revenue Code (IRC)

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Counterparty Rights in Energy Bankruptcies

For the past several years, low interest rates and higher commodity prices have resulted in generally favorable financial conditions in the energy sector, keeping energy bankruptcy activity to a minimum. With the recent sharp…more

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COBRA subsidy strikes again with IRS guidance in Notice 2021-31

The American Rescue Plan Act (the Act) included certain temporary COBRA subsidy provisions that allow “Assistance Eligible Individuals” (AEIs) to receive COBRA subsidies from April 1, 2021 to September 30, 2021 (the assistance…more

American Rescue Plan Act of 2021, COBRA, Employee Benefits, Employer Group Health Plans, Flexible Savings Accounts (FSAs)

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DOE, Treasury and IRS issue guidance regarding foreign entity of concern for section 30D tax credit eligibility

On December 4, 2023, the Department of Energy (DOE), Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) published related proposed guidance on the eligibility of an electric vehicle for the section 30D…more

Automotive Industry, Batteries, China, Clean Car Standards, Clean Energy

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IRS issues annual Advance Pricing Agreement Report for 2022

On March 27, 2023, the Internal Revenue Service (IRS) issued its Announcement and Report Concerning Advance Pricing Agreements (APA Report) for 2022, which presents the key APA results of the IRS’s Advance Pricing and Mutual…more

Advance Pricing Agreements, Advance Pricing Arrangement Program, IRS, OECD, Transfer Pricing

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Marcel Fashions Group did not “get lucky” with the doctrine of defense preclusion

On May 14, 2020, in a unanimous opinion authored by Justice Sotomayor, the US Supreme Court overturned the “defense preclusion” doctrine proposed by the Second Circuit, upholding the requirement that preclusion of a defense…more

Claim Preclusion, Collateral Estoppel, Counterclaims, Defense Preclusion, Fashion Branding

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Testing for AI bias: Colorado Division of Insurance proposes first-of-its kind regulation requiring life insurers to test their underwriting process for racial and ethnic bias

On September 28, 2023, the Colorado Division of Insurance (CDI) released the first-of-its kind draft proposed regulation (Testing Regulation) for testing the outcomes of certain life insurance underwriting practices for racial…more

Algorithms, Artificial Intelligence, Insurance Industry, Insuretech Sector, Life Insurance

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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FTC announces revised HSR notification thresholds and HSR filing fees for 2024

The Federal Trade Commission (FTC) announced on Monday, January 22, 2024 that the jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) will increase in 2024, including an…more

Acquisitions, Antitrust Division, Department of Justice (DOJ), Federal Trade Commission (FTC), Filing Fees

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Fifth Circuit requires Chapter 15 debtor to litigate in Texas state court

It may be fair to say that non-US entities involved in a chapter 15 case, the mechanism through which US courts recognize foreign insolvency proceedings, do not anticipate having to litigate claims raised in the chapter 15 case…more

Appeals, Bankruptcy Code, Canada, Chapter 15, Commercial Bankruptcy

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Treasury and IRS release final regulations on elective payment election under CHIPS Act Section 48D

On March 5, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the elective payment election of the advanced manufacturing investment credit under…more

Federal Taxes, Income Taxes, Investment Tax Credits, IRS, Manufacturing Facilities

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SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange Act)…more

Brokers, Capital Formation, Exemptions, Finders, Private Offerings

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

See all updates »

Coming soon: Structure data requirements for investment companies

On April 8, 2020, the Securities and Exchange Commission (the SEC) adopted rule amendments to require business development companies (BDCs) and closed-end funds registered under the Investment Company Act (Registered CEFs, and…more

Business Development Companies, Closed-End Funds, Compliance Dates, Investment Company Act of 1940, Investment Funds

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Sixth Circuit validates challenge to PFAS class - demands greater specificity in pleading standards for causation

On November 27, a landmark PFAS decision by the Sixth Circuit effectively dismissed a statewide class action for lack of standing. This potentially sets the stage for a new era of PFAS litigation, where historically general and…more

Class Action, Class Certification, Dismissals, Firemen, Jurisdiction

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Climates Change SEC’s Disclosure Rules: Still substantial, the SEC approves scaled back climate disclosure rules

On March 21, 2022, the Securities and Exchange Commission (SEC) proposed expansive and controversial climate disclosure rules. Two years and 24,000 comment letters later, on March 6, 2024, the SEC voted 3-2 to adopt its highly…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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Unclaimed property hot topics: What you need to know in 2024

Unclaimed property examinations and new types of regulatory inquiries will pose major challenges for US companies in 2024. Not only are states pushing ahead with more examinations, but many states are using new techniques to…more

Audits, Escheat, False Claims Act (FCA), State Attorneys General, Unclaimed Property

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Treasury and IRS release final regulations on elective payment election under CHIPS Act Section 48D

On March 5, 2024, the Department of Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the elective payment election of the advanced manufacturing investment credit under…more

Federal Taxes, Income Taxes, Investment Tax Credits, IRS, Manufacturing Facilities

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DOL’s proposed QPAM amendments may amount to an effective revocation of the exemption

In the guise of clarifications relating to criminal convictions and misconduct, the Department of Labor (DOL) has proposed major amendments to Prohibited Transaction Exemption (PTE) 84-14, also known as the QPAM exemption (the…more

Affiliates, Comment Period, Corporate Restructuring, Criminal Convictions, Department of Labor (DOL)

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One and done - US Supreme Court sets limits on successive class action filings

After years of uncertainty, the United States Supreme Court has revisited one of its most important class action opinions, and in doing so, set limits on the filing of successive class actions. In China Agritech, Inc. v. Resh,…more

American Pipe & Construction Co. v. Utah, China Agritech Inc v Resh, Class Action, Class Certification, Class Members

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Legislating for LIBOR’s cessation

On April 6, 2021, New York Governor Andrew Cuomo signed into law the New York State Legislature’s Senate Bill 297B/Assembly Bill 164B (the New York LIBOR Legislation), strengthening the groundwork for the forthcoming transition…more

Alternative Reference Rates Committee (ARRC), Benchmarks, Contracts Clause, Federal Reserve, Governor Cuomo

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California looks to take the lead on gender diversity in the boardroom through new legislation

On September 30, 2018, despite voicing some reservations, California Governor Jerry Brown signed into law SB-826, mandating that publicly traded corporations have women on their boards. The new law will require all California…more

Board of Directors, Corporate Governance, Diversity, Gender Equity, Governor Brown

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The implications of a no-deal Brexit on your supply chain

Brexit is not just a UK issue. If you have EU operations and your supply chain involves the UK, then you need to consider the impact of Brexit on that supply chain. With a no-deal Brexit looking increasingly likely, now is the…more

EU, Manufacturers, No-Deal Brexit, REACH, Supply Chain

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In transition—proposed section 965 regulations incorporate and expand on prior guidance

On August 1, 2018, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations, which were published in the Federal Register on August 9, 2018 (Proposed Regulations), addressing…more

Controlled Foreign Corporations, Corporate Taxes, Internal Revenue Code (IRC), IRS, Proposed Regulation

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United States halts work with Russian Patent Office, while Russia lessens foreign intellectual property protections

While the humanitarian crisis has received the most attention during the emerging situation in Ukraine, numerous other facets of the world economy, international relations, and daily life have also been affected. One surprising…more

Corporate Counsel, Economic Sanctions, EU, Intellectual Property Protection, Patent Prosecution Highway

See all updates »

Unclaimed property hot topics: What you need to know in 2024

Unclaimed property examinations and new types of regulatory inquiries will pose major challenges for US companies in 2024. Not only are states pushing ahead with more examinations, but many states are using new techniques to…more

Audits, Escheat, False Claims Act (FCA), State Attorneys General, Unclaimed Property

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New SBA tax blocker exception for BDCs with dropdown SBICs

On January 19, 2024, the US Small Business Administration (SBA) created a new exception applicable to business development companies (BDCs) with wholly owned small business investment companies (SBICs) that will allow use of…more

Blocker Corporations, Business Development Companies, Exceptions, Limited Liability Company (LLC), Pass-Through Entities

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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Delaware jury finds retailer liable for gift card breakage in qui tam escheat litigation

After four-plus years of litigation in a long-running dispute over unredeemed gift cards, a jury returned a verdict against Overstock.com, finding that the company violated the Delaware False Claims Act (FCA) by not reporting…more

Escheat, Jury Verdicts, Overstock.com, Qui Tam, Restaurant Industry

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COVID-19’s Impact on Outsourced Services – Key guidelines for implementing work-from-home arrangements

As many of us know all too well, the coronavirus pandemic has forced companies and their personnel to shift their operations to a remote, work-from-home (or WFH) environment. This change has had a profound effect on outsourcing…more

Business Closures, Coronavirus/COVID-19, Outsourcing, Remote Working, Shelter-In-Place

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Large corporate compliance program announced by LB&I

On May 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced changes in, and a new name for, a key compliance program (IR-2019-95) to identify the biggest and most complex…more

Corporate Taxes, Government Reorganization, Internal Revenue Code (IRC), IRS, Large Business & International Division (LB&I)

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California’s use tax nexus and marketplace collection requirements

On April 25, 2019, California Governor Gavin Newsom signed Assembly Bill 147 into law, modifying use tax nexus thresholds for state and local district taxes, and establishing marketplace collection requirements. These provisions…more

Digital Marketplace, E-Commerce, Economic Presence Nexus, Governor Newsom, Internet Retailers

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SEC adopts rules to expand, modernize share repurchase disclosure

On May 3, 2023, the US Securities and Exchange Commission (the SEC) released final rules requiring enhanced disclosure relating to issuers' repurchases of their securities and executives’ trading thereof (the Repurchase Rules)…more

10b5-1 Plans, Corporate Governance, Corporate Issuers, Disclosure Requirements, Filing Requirements

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Legal Alert: Final Volcker Rule: Update and Key Takeaways for Private Funds

On December 10, 2013, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation (FDIC), the Office of the Comptroller of the Currency (OCC), the Securities and Exchange Commission, and the Commodity Futures…more

Antitrust Provisions, Bank Holding Company Act, Banks, CFTC, Collateralized Debt Obligations

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The march to regulatory change for artificial intelligence: the commonalities between the EU and US

This briefing links up some commonalities between the EU and US in terms of the AI march to regulatory change. Our global regulatory specialists have put their heads together for this update on EU, New York City (NYC) and…more

Artificial Intelligence, Consumer Protection Laws, Corporate Counsel, Data Collection, EU

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Stake your claim: Taxpayers claim the creation of cryptocurrency is akin to baking a cake and non-taxable

In a US District Court complaint filed May 26, 2021, a married couple is seeking a refund of taxes they paid on cryptocurrency tokens the husband created, asserting that current law does not permit the treatment of created…more

Asset Tokens, Blockchain, Coinbase, Cryptocurrency, Data Mining

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Why a decision out of Texas might have changed what qualifies as a force majeure event

MIECO LLC v. Pioneer Nat. Res. USA, Inc. - May a seller of energy invoke force majeure to excuse its non-performance under a delivery contract – a contract that obligates the seller to deliver a particular quantity of energy…more

Contract Terms, Energy Sector, Force Majeure Clause, NAESB, Natural Gas

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No longer in limbo - China’s CAC finalises new regulations regarding cross-border data flows

The much anticipated response to the Consultation initiated by the Cyberspace Administration of China (CAC) last September has finally arrived (read our earlier briefing here). Last Friday, the CAC ended months of speculation by…more

China, Compliance, Consultation, Cybersecurity, Exemptions

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In loco parentis? COPPA and sweeping changes to tech companies’ responsibilities to keep kids safe online

On December 20, 2023, the Federal Trade Commission (FTC) announced a Notice of Proposed Rulemaking (NPRM or Proposed Rule) to update its Children’s Online Privacy Protection Act (COPPA) rule (the Rule) for the first time since…more

COPPA, Data Collection, Federal Trade Commission (FTC), NPRM, Online Safety for Children

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Section 45V: Treasury and IRS issue guidance on the Clean Hydrogen Production Tax Credit

On December 26, 2023, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (Proposed Regulations) pertaining to the clean hydrogen production credit (Clean Hydrogen…more

Anti-Abuse Rule, Clean Energy, Electricity, Energy Projects, Energy Sector

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Checking it twice: Benefit plan end of year actions to consider

With 2023 drawing to a close, it is a good time for employers to consider any actions needed before year-end with respect to their benefit plans. We made a list, and we encourage plan sponsors to check it twice…more

Benefit Plan Sponsors, Compensation & Benefits, Employee Benefits, Employee Retirement Income Security Act (ERISA), IRS

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Dialing-In: TCPA Hot Issues for 2016

The year 2015 saw a continued wave of class action filings under the Telephone Consumer Protection Act (TCPA). However, unsettled law continues to place a compliance burden on companies that communicate with consumers by phone…more

Auto-Dialed Calls, Campbell Ewald v Gomez, Class Action, Corporate Counsel, FCC

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Brazilian House of Representatives Will Expedite Vote to Ease Restrictions on Acquisitions and Leasing of Rural Properties by Foreigners

On September 16, the House of Representatives of the Brazilian Congress approved a request to consider legislation on an expedited basis which would ease certain restrictions imposed under existing law on the acquisition and…more

Brazil, Foreign Investment, Proposed Legislation, Real Estate Transfers, Rural Development

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Opportunity zones offer tax incentives to investors

As part of the Tax Cuts and Jobs Act of 2017 (the TCJA), Congress added new rules to the Internal Revenue Code intended to promote investments in low-income communities designated as “qualified opportunity zones.” New IRC…more

Internal Revenue Code (IRC), IRS, Qualified Opportunity Funds, Real Estate Development, Real Estate Investments

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First of its kind for five West Coast offshore wind lease areas

The auction: First of its kind for five West Coast offshore lease areas - The US Bureau of Ocean Energy Management (BOEM), completed its first west coast offshore wind lease auction on Wednesday.1 The auction covered 373,268…more

Auction, Biden Administration, BOEM, California Energy Commission, Clean Energy

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

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Congress considers TCJA extenders and Taiwan tax relief

In mid-January, the House introduced the Tax Relief for American Families and Workers Act (Act). The Joint Committee of Taxation has released its explanation of the Act, and the House Ways and means Committee has released a…more

Affordable Housing, Congressional Committees, Filing Requirements, FIRPTA, Foreign Corporations

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SEC adopts new rules to expand public company disclosure relating to cybersecurity by year end

On July 26, 2023, the US Securities and Exchange Commission (SEC) released final rules requiring disclosure by public companies of material cybersecurity incidents and policies and procedures related to cybersecurity risk…more

Business Development Companies, Compliance, Corporate Governance, Cyber Incident Reporting, Cybersecurity

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Videocast: Asset management regulation in 2020 videocast series – The SEC’s proposed accredited investor definition

Investor access to private funds is expanded under the SEC’s proposed rule amending the “accredited investor” definition. In this Bottom Line videocast, Michael Voynich and Nicholas Rinaldi discuss: the impact to Regulation D…more

Accredited Investors, Asset Management, Investors, Private Funds, Proposed Amendments

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LB&I announces new campaigns – Related-party service companies, offshore private banking and loose-filed Forms 5471

On April 16, 2019, the Large Business and International (LB&I) Division of the Internal Revenue Service (IRS) announced three new compliance campaigns. The campaigns focus on: ..Transfer pricing for “captive” services…more

Controlled Foreign Corporations, Corporate Taxes, FATCA, Filing Requirements, Internal Revenue Code (IRC)

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US House AI Task Force Is the latest authority to address algorithms and racism

On May 7, 2021, the US House of Representatives Task Force on Artificial Intelligence (AI) held a hearing on “Equitable Algorithms: How Human-Centered AI can Address Systemic Racism and Racial Justice in Housing and Financial…more

Algorithms, Artificial Intelligence, Bias, Data Collection, Disparate Impact

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SEC proposes sweeping revisions to Advisers Act Custody Rule

On February 15, 2022 the US Securities and Exchange Commission (SEC) proposed sweeping changes to Rule 206(4)-2 (the Custody Rule) under the Investment Advisers Act of 1940 (Advisers Act), which would be redesignated as Rule…more

Custody Rule, Form ADV, Investment Adviser, Investment Advisers Act of 1940, Proposed Amendments

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Artificial Intelligence as a patent inventor

​​​​​​​Can an artificial intelligence (AI) system be an inventor? Not in the eyes of the Federal Circuit and the United States Patent and Trademark Office (USPTO). …more

Artificial Intelligence, Inventions, Inventors, Patent Act, Patent Applications

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Righting Copyright Wrongs Remains Elusive – Kirtsaeng Leaves Fee Awards to District Court Discretion

On June 16, the U.S. Supreme Court’s decision in Kirtsaeng v. John Wiley & Sons Inc., No. 15-375, resolved a circuit court split by reaffirming the test district courts should use to determine whether to award attorney’s fees to…more

Attorney's Fees, Copyright Infringement, Fee Awards, Fee-Shifting, First Sale Doctrine

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IRS Notice 2024-6 provides guidance on sustainable aviation fuel credits

The Inflation Reduction Act of 2022 established sustainable aviation fuel (SAF) tax credits to benefit United States producers and importers of certain fuel mixtures containing SAF. On December 15, 2023, the Internal Revenue…more

Aviation Industry, Fuel Standards, Importers, Internal Revenue Code (IRC), IRS

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US-China Trade Agreement - Pharma impacts

President Trump has signed Phase I of a much anticipated multi-part trade agreement between the United States and China with provisions that will aid the branded pharmaceutical industry. One of the main goals of the agreement is…more

China, Counterfeit Drugs, Criminal Liability, Dispute Resolution, Generic Drugs

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Recent Developments on Variable Annuity Captive Reinsurance and Hedging Risk Evaluation; and Impacts on VA Issuers

In the midst of the broader discussion within the insurance regulatory community regarding the financial risks potentially posed by captive reinsurers, the National Association of Insurance Commissioners (NAIC) has recently…more

Captive Insurance Company, Insurance Industry, NAIC, Regulatory Agenda, Risk Assessment

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SEC Staff issues guidance on shareholder proposals 

On November 3, 2021, the staff of the Division of Corporation Finance (the Staff) of the US Securities and Exchange Commission (the SEC) issued Staff Legal Bulletin No. 14L (CF) (SLB 14L) relating to shareholder proposals…more

Corporate Governance, New Guidance, Ordinary Business Exception, Publicly-Traded Companies, Rule 14a-8

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The Windfall Wire: Second Circuit panel says Citibank may recover nearly $500 million in inadvertently wired funds

​​​​​​​Citibank’s balance sheet is likely breathing a sigh of relief. A Second Circuit panel held that the bank may finally recoup nearly $500 million in funds that it inadvertently wired to lenders almost two years ago. US…more

Banking Sector, Citibank, Financial Institutions, Lenders, Loan Agreements

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Whose right is it? Impact of bankruptcy on lender's prepetition exercise of proxy rights

In In re CII Parent, Inc., the Bankruptcy Court for the District of Delaware affirmed a secured lender’s prepetition exercise of its proxy rights and its subsequent removal and replacement of the directors/managers of the…more

Attorney-in-Fact, Automatic Stay, Board of Directors, Collateral Agreements, Commercial Bankruptcy

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DOL hears an ERISA claimant on access to audio recordings

In a June 14, 2021 information letter, the US Department of Labor (DOL) opined that a claimant appealing an adverse benefit determination under a plan covered by the Employee Retirement Income Security Act of 1974, as amended…more

Audio Recording, Benefit Plan Sponsors, Claim Procedures, Customer Service Calls, Denial of Insurance Coverage

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A Measured Approach - US Cybersecurity and Data Privacy Review and Update: Looking back on our 2023 articles and planning ahead for 2024

Technological advances, especially in Artificial Intelligence and quantum computing, will continue to amaze in the coming years. They will open up vast new opportunities while presenting profound regulatory, litigation, and…more

Artificial Intelligence, Business Losses, Consumer Financial Protection Bureau (CFPB), Coronavirus/COVID-19, Cyber Crimes

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FCC order codifies rules for revocation under the TCPA

On February 15, 2024, the Federal Communications Commission (FCC) published a Report and Order (Order) that attempts to clarify the rules for revoking consent under the Telephone Consumer Protection Act (TCPA). Most notably, the…more

Consent, Do Not Call List, FCC, Prior Express Consent, Rebuttable Presumptions

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United States halts work with Russian Patent Office, while Russia lessens foreign intellectual property protections

While the humanitarian crisis has received the most attention during the emerging situation in Ukraine, numerous other facets of the world economy, international relations, and daily life have also been affected. One surprising…more

Corporate Counsel, Economic Sanctions, EU, Intellectual Property Protection, Patent Prosecution Highway

See all updates »

New Georgia law confines statutory lien waivers to a claimant’s lien rights

On August 5, 2020, Georgia Governor Brian Kemp signed into law a revised version of Georgia’s mechanics’ and materialmen’s lien statute. Under the new law, a claimant’s submission of a statutory lien waiver will only impact that…more

Construction Industry, Construction Liens, Construction Project, Governor Kemp, Lienholders

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OSHA announces emergency temporary standard on COVID-19 vaccination and testing

On November 4, 2021, the Occupational Safety and Health Administration (OSHA) announced an “Emergency Temporary Standard” (ETS) on workplace safety and coronavirus. The ETS is in response to President Biden’s directive in…more

Biden Administration, Coronavirus/COVID-19, Covered Employer, Employer Mandates, Executive Orders

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Connecticut Insurance Department adopts NAIC model bulletin on AI

On February 26, 2024, the Connecticut Insurance Department (the CID) adopted Bulletin No. MC-25 on the “Use of Artificial Intelligence Systems in Insurance” (Connecticut Bulletin). This Connecticut Bulletin is similar to the…more

Artificial Intelligence, Compliance, Corporate Governance, Insurance Industry, Model Rules

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CFPB previews consumer data portability rule meant to accelerate US open banking adoption

On October 19, 2023, the Consumer Financial Protection Bureau (CFPB) issued an advance notice of proposed rulemaking (ANPR) with respect to a new consumer financial data portability rule mandated by Section 1033 of the…more

Advanced Notice of Proposed Rulemaking (ANPRM), Banking Sector, Compliance, Compliance Dates, Consumer Financial Protection Act (CFPA)

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ESG in the United States: A complex landscape

The United States is in the process of transitioning ESG disclosure from voluntary, market-led reporting to a regulatory-driven scheme, principally led by the US Securities and Exchange Commission’s (SEC) anticipated (but…more

Climate Change, Comment Period, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Legal and Regulatory Developments - Business Interruption Insurance for COVID-19 Related Losses

As the COVID-19 pandemic continues to have significant economic consequences in the US, a key issue for insurers and businesses throughout the country is whether all or a portion of losses may be covered by insurance. Because…more

Business Interruption, Business Losses, Commercial Insurance Policies, Coronavirus/COVID-19, Denial of Insurance Coverage

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No retaliatory intent required - “contributing factor” sufficient to prevail in SOX whistleblower claim

On February 8, 2024, the United States Supreme Court, in Murray v. UBS Securities, LLC, issued a decision that expands the ability of whistleblowers to seek anti-retaliation protections under federal whistleblower laws…more

Adverse Employment Action, Anti-Retaliation Provisions, Employer Liability Issues, Murray v UBS Securities LLC, Protected Activity

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Long-awaited passive foreign investment company proposed regulations – focus on insurance

On July 11, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued comprehensive proposed regulations on passive foreign investment companies (PFICs) that include guidance on the recently…more

Comment Period, Exceptions, Insurance Industry, Internal Revenue Code (IRC), IRS

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Reforming San Francisco’s gross receipts tax

On February 5, 2024, the Offices of the Controller and Treasurer & Tax Collector for the City and County of San Francisco published a report outlining tax reform recommendations in time to inform a potential ballot measure for…more

Apportionment, Ballot Measures, Corporate Taxes, Gross Receipts, Gross Receipts Tax

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Georgia’s 2024 legislative session: Major tax legislation moving forward

This year’s Georgia’s legislative session is quickly progressing, with some major tax legislation moving towards passage. Last Thursday, February 29, 2024 was “Crossover Day”—the 28th legislative day of 40 total legislative…more

Corporate Taxes, Income Taxes, Pending Legislation, Property Tax, Sales Tax

See all updates »

AI Litigation Insights - Jeremy Jong, individually and on behalf of similarly situated individuals v. Blue Shield of California

Plaintiff Jeremy Jong filed a putative class-action complaint against Blue Shield of California (Blue Shield), one of the largest medical insurance companies in the United States…more

Artificial Intelligence, Blue Shield, Class Action, Health Insurance, Insurance Claims

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US Imposes New Tariffs on Steel and Aluminium for EU, Canada and Mexico

On 1 June 2018, the US imposed tariffs on imports of steel and aluminium from the EU, Canada and Mexico. The tariffs are 25% on steel and 10% on aluminium…more

Aluminum Sales, Canada, EU, GATT, Imports

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An olive branch or shot across the bow? IRS issues Notice 2023-63 providing welcome substantive Section 174 guidance

The long wait for substantive guidance under Section 174 ended late last week with the release by the Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) of Notice 2023-63 (Notice). Taxpayers may rely on…more

Capital Expenditures, Interim Guidance, IRS, Proposed Regulation, Research and Development

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US sanctions hundreds of targets on two-year anniversary of Russia’s invasion of Ukraine and in response to Aleksei Navalny’s death in Russian custody

Contemporaneous with the European Union’s adoption of its 13th package of Russia sanctions, on February 23, 2024, the United States imposed sanctions against nearly 500 targets in continued response to Russia’s aggression…more

Biden Administration, Defense Sector, Economic Sanctions, Executive Orders, Federal Procurement Systems

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U.S. Court of Appeals Rules in Favor of Durbin Amendment Rules

On March 21, 2014, in NACS, et. al. v. Board of Governors of the Federal Reserve System, the U.S. Court of Appeals for the District of Columbia Circuit ruled in favor of the Federal Reserve’s interpretation of the Durbin…more

Debit and Credit Card Transactions, Durbin Amendment Rules, Federal Reserve

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Unclaimed property hot topics: What you need to know in 2024

Unclaimed property examinations and new types of regulatory inquiries will pose major challenges for US companies in 2024. Not only are states pushing ahead with more examinations, but many states are using new techniques to…more

Audits, Escheat, False Claims Act (FCA), State Attorneys General, Unclaimed Property

See all updates »

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Updated: Dec 28, 2021:

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150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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