King & Spalding

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1180 Peachtree Street NE
Atlanta, Georgia 30309, United States
Phone: 404 572 4600
Fax: 404 572 5100
Areas of Practice
  • Alternative Dispute Resolution (ADR)
  • Antitrust & Trade Regulation
  • Appellate Practice
  • Art, Entertainment, & Sports Law
  • Bankruptcy
  • Business Organizations
  • Business Torts
  • Class Action
  • Commercial Law & Contracts
  • Communications & Media Law
  • Constitutional Law
  • Construction Law
  • Debtor/Creditor
  • Energy & Utilities
  • Environmental Law
  • Finance & Banking
  • Government
  • Health
  • Immigration Law
  • Insurance
  • Intellectual Property
  • International Law & Trade
  • Labor & Employment Law
  • Litigation
  • Maritime Law
  • Mergers & Acquisitions
  • Privacy
  • Products Liability
  • Professional Malpractice
  • Real Estate
  • Science, Computers, & Tech
  • Securities Law
  • Taxation
  • Toxic Torts
  • Transportation
  • Zoning, Planning & Land Use
See more
Locations
Other U.S. Locations
  • California
  • D.C.
  • New York
  • North Carolina
  • Texas
Other Countries
  • France
  • Germany
  • Japan
  • Russia
  • Saudi Arabia
  • Singapore
  • Switzerland
  • United Arab Emirates
  • United Kingdom
Number of Attorneys
800+ Attorneys

Illinois “Right to Know” Bill Passed Out Of Illinois State Senate

On May 4, 2017, the Illinois State Senate passed a bill requiring websites and apps to notify their Illinois customers of the personally identifiable information they collect and disclose and with whom they share it. If enacted,…more

Data Collection, Personally Identifiable Information, Right To Know, Websites

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President Trump's Executive Order on Cybersecurity

On May 11, 2017, President Trump signed a long-awaited Executive Order that aims to bolster the cybersecurity of federal networks and critical infrastructure. In an effort to fulfill the President’s promise to get “tough on…more

Critical Infrastructure Sectors, Cybersecurity, Executive Orders, NIST, Risk Management

See all updates »

RISK: To Retain or Not Retain in Sukuk?

Introduction - 17 C.F.R. Part 246, adopted jointly by the United States Securities and Exchange Commission (the “SEC”) and other federal agencies in October of 2014 (the “U.S. Risk Retention Rule”) was adopted in response to…more

Consumer Protection Act, Dodd-Frank, Risk Retention, Saudi Arabia, SEC

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

See all updates »

Saudi Arabia’s Vision 2030 – Securing PPP Value for Money and the Criticality of Monitoring and Root Cause Analyses

Introduction - Much of the PPP debate in Saudi Arabia has focussed on the importance of shifting the public sector expenditure burden to the private sector. Wherever this has been the sole focus of a PPP programme, the…more

Contractors, Infrastructure, Oil & Gas, Private Sector, Public Private Partnerships (P3s)

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Trade & Manufacturing - News of Note - May 2017

U.S. Government To Investigate Effects Of Steel, Aluminum Imports On National Security - In late April, Commerce Secretary Wilbur Ross initiated two investigations to determine the effects of imported steel and aluminum on…more

Aluminum Sales, Anti-Dumping Duty, Donald Trump, GAO, Pipelines

See all updates »

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M Milestone Payment

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M…more

Gilead Sciences, Merger Agreements, Mergers, Pharmaceutical Industry

See all updates »

Resolution of Intercreditor Dispute in Favor of ABL Lenders in the RadioShack Bankruptcy Case

On May 11, 2016, the Delaware bankruptcy court issued an opinion in the RadioShack bankruptcy case addressing an intercreditor dispute between Salus Capital Partners, LLC, the “last out” lender in RadioShack’s prepetition $250…more

Affiliates, Bankruptcy Court, Commercial Bankruptcy, Credit Agreements, Debt Restructuring

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

See all updates »

A Guide to UK Tax on Commercial Real Estate: Non-Residents

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate by…more

Commercial Real Estate Market, Diverted Profits Tax, Foreign Tax, Limited Liability Company (LLC), Limited Partnerships

See all updates »

New York Institutes New Medicaid Drug Price Control Measures

State Budget Includes Medicaid Drug Expenditure Cap - On April 20, 2017, New York Governor Andrew Cuomo signed into law certain cost-control measures that attempt to cap the state’s Medicaid drug spending, making New York the…more

Andrew Cuomo, CMS, Drug Pricing, Generic Drugs, Governor Cuomo

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Sapin II Law: The Modernization of France's Fight Against Corruption

After years of facing international criticism for purported “laxity” towards transparency and the fight against bribery and corruption, France has adopted new legislation aiming to rectify this deficiency, which imposes…more

Anti-Corruption, Bribery, Compliance, Criminal Prosecution, France

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Texas Supreme Court Removes Procedural Gotcha in Lawsuits Against Engineers, Architects, and Other Licensed Professionals

On April 28, 2017, the Texas Supreme Court held that trial courts have discretion whether to dismiss a lawsuit against a licensed professional with or without prejudice when a plaintiff fails to file an expert affidavit…more

Affidavits, Architects, Engineering, Good Cause, TX Supreme Court

See all updates »

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the…more

Acquisitions, Bad Faith, Board of Directors, Business Judgment Rule, Buyouts

See all updates »

GOP Repeal and Replace Healthcare Bill Advances After Committee Votes

On March 8, 2017, the two House Committees responsible for healthcare policy related to the Affordable Care Act (ACA) held marathon-like deliberations to mark-up their respective portions of the Republicansponsored health reform…more

Affordable Care Act, Cadillac Tax, Employer Mandates, Health Insurance, Health Savings Accounts

See all updates »

Anthem Terminates $54 Billion Cigna Merger after Delaware Chancery Court Denies Injunction

Anthem announced on Friday, May 12, 2017 that it delivered formal notice to Cigna of termination of the parties’ merger agreement. The announcement comes on the heels of a Delaware Chancery judge’s denial, issued late Thursday,…more

Anthem Insurance, CIGNA, DOJ, Health Insurance, Mergers

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DOJ Challenges Illegal Antitrust “Gun Jumping” In Energy Transaction

The Department of Justice Antitrust Division recently brought a civil antitrust lawsuit against Duke Energy Corporation, alleging that the electric power generator engaged in illegal “gun jumping” by obtaining beneficial…more

Antitrust Provisions, Beneficial Owner, DOJ, Energy Sector, Gun-Jumping

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FCC Net Neutrality War

On April 27, 2017, the Federal Communications Commission (“FCC”) released a draft Notice of Proposed Rulemaking (“NPRM”), proposing to reverse the FCC’s 2015 Open Internet Order (“Title II Order”), which had applied Title II of…more

Broadband, Communications Act of 1934, FCC, FTC, Internet Service Providers (ISPs)

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Franchising of Restaurants in the Gulf Cooperation Council

A number of food and beverage groups (particularly restaurant groups) access the Gulf Cooperation Council (GCC) markets through franchising arrangements. With a young and fast-growing population (many of whom spent time studying…more

Franchise Agreements, Franchise Laws, Franchises, Gulf Cooperation Council (GCC), Saudi Arabia

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New Mexico Enacts Data Breach Notification Law

On April 6, 2017, New Mexico became the 48th state to enact a data breach notification law; the Data Breach Notification Act (the “Act”) will go into effect on June 16, 2017. The good news for many in the health care…more

Data Breach, Data Security, HIPAA, Personally Identifiable Information, Popular

See all updates »

Tokyo Dispute Resolution & Crisis Management Newsletter – April 2017

Building a Favorable Project Record During Construction Disputes - The value and importance of the written record in a dispute arising from a major construction project cannot be overstated. Even when project personnel are…more

Construction Project, Contractors, Crisis Management, Dispute Resolution, Japan

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New Georgia Law Expands Use of Paid Sick Leave

Effective July 1, 2017, Georgia employers with more than 25 employees will be required to allow eligible employees to use up to five days of paid sick leave each calendar year to care for immediate family members, including the…more

Earned Sick Time, Employee Rights, Paid Leave, Paid Sick Leave Act, Sick Leave

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Supreme Court Confirms Plaintiffs Cannot Manufacture Appellate Jurisdiction Over Class Certification Denials

On June 12, 2017, the Supreme Court issued its decision in Microsoft Corp. v. Baker. Baker resolves a Circuit split concerning whether a plaintiff, after losing a class certification battle, can effectively manufacture appellate…more

Article III, Class Action, Class Certification, Class Representatives, Final Judgment

See all updates »

The Beginning of the National Bioengineered Food Disclosure Standard

In our last issue of the International Food Law Gazette, we reported on the changing legal landscape for the labeling of genetically engineered (GE) foods (more commonly referred to as genetically modified organisms, or GMO). In…more

Agricultural Sector, Bioengineering, Food Manufacturers, Genetically Engineered Seed, GMO

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Reflections on Kokesh v. SEC: Potential Ramifications of SEC Disgorgement Being a Penalty

In the week since the Supreme Court’s unanimous decision in Kokesh v. SEC, which rejected the Securities and Exchange Commission’s longstanding position that disgorgement was an equitable remedy not subject to the five-year…more

Disgorgement, Enforcement Actions, Financial Services Industry, Investment Management, Kokesh v SEC

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Trade & Manufacturing - News of Note - May 2017

U.S. Government To Investigate Effects Of Steel, Aluminum Imports On National Security - In late April, Commerce Secretary Wilbur Ross initiated two investigations to determine the effects of imported steel and aluminum on…more

Aluminum Sales, Anti-Dumping Duty, Donald Trump, GAO, Pipelines

See all updates »

IRS and Treasury Issue Proposed Regulations Easing Some of the Burden of the Fractions Rule

Executive Summary On November 22, the Internal Revenue Service (“IRS”) and Treasury Department issued proposed regulations (REG-136978-12, the “Proposed Regulations”) under the “fractions rule” of Section 514(c)(9)(E) of the…more

Internal Revenue Code (IRC), IRS, Proposed Regulation, Taxable Income, U.S. Treasury

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Second Circuit Clarifies Law on Enforcement of Foreign Arbitral Awards under the New York Convention

On January 18, 2017, the United States Court of Appeals for the Second Circuit (Second Circuit) issued its decision in CBF Indústría de Gusa S/A v. AMCI Holdings, Inc., a case considering important questions on the application…more

Arbitration, Arbitration Awards, Federal Arbitration Act, International Arbitration, New York Convention

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Commerce And USTR Hold Public Hearing On U.S. Trade Deficit

On May 18, 2017, Commerce and USTR held a public hearing on U.S. Trade Deficits. The hearing was held in response to Executive Order 13786, issued by President Trump, which instructed the agencies to prepare and submit an…more

Executive Orders, Federal Register, Omnibus Guidance, Trade Deficit, Trade Policy

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Courts Continue to Struggle with Jurisdiction by Consent

Introduction - On January 26, 2017, the U.S. District Court for the Southern District of New York (S.D.N.Y.) decided Famular v. Whirlpool Corp., a case addressing the circumstances in which an out-of-state corporation may be…more

Business Corporation Act, DaimlerChrysler v Bauman, Foreign Corporations, General Jurisdiction, Jurisdiction

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President Trump's Executive Order on Cybersecurity

On May 11, 2017, President Trump signed a long-awaited Executive Order that aims to bolster the cybersecurity of federal networks and critical infrastructure. In an effort to fulfill the President’s promise to get “tough on…more

Critical Infrastructure Sectors, Cybersecurity, Executive Orders, NIST, Risk Management

See all updates »

(Teil)Entwarnung für SPV-Finanzierungen – BaFin veröffentlicht Auslegungshilfe zum Abschirmungsgesetz

Die Bundesanstalt für Finanzdienstleistungsaufsicht hat am 14. Dezember 2016 die lang erwartete Auslegungshilfe zum Abschirmungsgesetz veröffentlicht. Der hierzu im Dezember 2015 veröffentlichte Konsultationsentwurf hatte zuvor…more

Banks, Borrowers, Capital Requirements Regulation (CRR), Financial Services Industry, German Banking Act

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New York Institutes New Medicaid Drug Price Control Measures

State Budget Includes Medicaid Drug Expenditure Cap - On April 20, 2017, New York Governor Andrew Cuomo signed into law certain cost-control measures that attempt to cap the state’s Medicaid drug spending, making New York the…more

Andrew Cuomo, CMS, Drug Pricing, Generic Drugs, Governor Cuomo

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Second Circuit Reverses District Court’s Marblegate Decision; Narrows Protections Provided to Bondholders Under Section 316(b) of Trust Indenture Act

The Trust Indenture Act of 1939 (the “TIA”) codifies a select set of requirements and prohibitions intended to protect perceived “sacred rights” of holders of public bond instruments. When the U.S. District Court for the…more

Bonds, Creditors, Financial Institutions, Section 316(b), Secured Debt

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

See all updates »

Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

See all updates »

New OSHA Silica Rule Deadline Is Rapidly Approaching – Are You Ready?

While the Summer of 2018 may seem far away, companies should be preparing now to be ready to meet the significant new requirements of the U.S. Occupational Safety and Health Administration’s (“OSHA”) new rule for respirable…more

New Regulations, OSHA, Silica, Toxic Exposure, Workplace Hazards

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The Age of Competition - The Supreme Court Decides the First BPCIA Case

In a landmark ruling for the biotech and pharmaceutical industries, a unanimous Supreme Court decided Sandoz Inc. v. Amgen Inc., 582 U.S. ____, Nos. 15-1039, 15-1195 (June 12, 2017), its first biosimilar case governed by the…more

aBLA, Biotechnology, BPCIA, Confidential Information, Opt-Outs

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FDA Defends Its First Amendment Position in “Memorandum”

On January 18, 2017, the Food and Drug Administration (FDA or the Agency) released for public comment a Memorandum, Public Health Interests and First Amendment Considerations Related to Manufacturer Communications Regarding…more

Draft Guidance, FDA, First Amendment, Off-Label Promotion, Pharmaceutical Industry

See all updates »

Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

See all updates »

The Age of Competition - The Supreme Court Decides the First BPCIA Case

In a landmark ruling for the biotech and pharmaceutical industries, a unanimous Supreme Court decided Sandoz Inc. v. Amgen Inc., 582 U.S. ____, Nos. 15-1039, 15-1195 (June 12, 2017), its first biosimilar case governed by the…more

aBLA, Biotechnology, BPCIA, Confidential Information, Opt-Outs

See all updates »

OIG Issues Final Rule Expanding Anti-Kickback Statute Safe Harbors and Revising Civil Monetary Penalty Regulations

On December 7, 2016, the U.S. Department of Health and Human Services’ Office of Inspector General (OIG) published a final rule to amend the Anti-Kickback Statute (AKS or Statute) by adding new safe harbors. The Final Rule also…more

Ambulance Providers, Anti-Kickback Statute, Civil Monetary Penalty, Cost-Sharing, Deductibles

See all updates »

Attorney-Client Privilege and Corporate E-Mail: Navigating the Morass of Personal Communications in Investigations

Experienced practitioners know that the purpose of the attorney-client privilege is to protect the confidentiality of client communications. Thus, as company policies that allow monitoring of emails or provide third party access…more

Attorney-Client Privilege, Confidential Communications, Electronic Communications, Email, Fourth Amendment

See all updates »

Proxy Advisory Firms Issue 2017 Voting Guidelines

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently issued updated proxy voting guidelines for the upcoming 2017 proxy season. Notable updates were issued by one or both…more

Glass Lewis, IPO, ISS, Overboarding, Proxy Advisors

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ITC Reopens Comment Period For Certain MTB Petitions - Short Window Follows Release Of Preliminary Report

As part of its ongoing efforts under the new Miscellaneous Tariff Bill (“MTB”) process, the U.S. International Trade Commission (“ITC”) announced last Friday that it would accept additional public comments on certain MTB…more

American Manufacturing Competitiveness Act, Comment Period, ITC, Public Comment, Tariffs

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Medicare Payment Advisory Commission Studying Payments To Stand-Alone Emergency Departments

Mark Miller, MedPAC’s Executive Director, testified before the House Ways and Means Committee last week to discuss MedPAC’s Annual Report to Congress, Medicare Payment Policy, which was released March 15, 2017…more

Hospitals, Medicare, MedPAC

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SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M Milestone Payment

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M…more

Gilead Sciences, Merger Agreements, Mergers, Pharmaceutical Industry

See all updates »

Cigna Attempts to Cancel Merger with, and Sues, Anthem

On February 14, 2017, Cigna Corp. (Cigna) announced it would drop its $54 billion merger with Anthem, Inc. (Anthem) and filed an action against Anthem in the Delaware Chancery Court for a declaratory judgment that Cigna had…more

Anthem Insurance, CIGNA, Health Insurance, Mergers

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OIG Issues Final Rule Expanding Anti-Kickback Statute Safe Harbors and Revising Civil Monetary Penalty Regulations

On December 7, 2016, the U.S. Department of Health and Human Services’ Office of Inspector General (OIG) published a final rule to amend the Anti-Kickback Statute (AKS or Statute) by adding new safe harbors. The Final Rule also…more

Ambulance Providers, Anti-Kickback Statute, Civil Monetary Penalty, Cost-Sharing, Deductibles

See all updates »

Supreme Court Confirms Plaintiffs Cannot Manufacture Appellate Jurisdiction Over Class Certification Denials

On June 12, 2017, the Supreme Court issued its decision in Microsoft Corp. v. Baker. Baker resolves a Circuit split concerning whether a plaintiff, after losing a class certification battle, can effectively manufacture appellate…more

Article III, Class Action, Class Certification, Class Representatives, Final Judgment

See all updates »

Loss of Foreign Fund Private Placement Exemptions in the UAE

In August 2016, the Emirates Securities and Commodities Authority (SCA), the federal securities regulator of the United Arab Emirates (UAE), adopted new investment funds regulations (the 2016 Fund Regulations), which repealed…more

Investment Funds, Private Placements, Reverse Solicitation, Securities and Commodities Authority (SCA), United Arab Emirates

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Energy Newsletter - October 2016

Negotiating an In-Project Construction Dispute - Many thorny and competing interests are implicated when an ongoing major construction project experiences an unanticipated event that impacts the project schedule or costs,…more

Construction Contracts, Construction Industry, Construction Project, De Novo Standard of Review, Due Process

See all updates »

Overview of REMIT for LNG Sellers to EU

With a robust demand for gas and a desire to reduce its reliance on Russian gas supplies, Europe is a market hotly pursued by liquefied natural gas (“LNG”) sellers and export project developers alike. Those seeking to sell to…more

Energy Sector, EU, Liquid Natural Gas, Oil & Gas, REMIT

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Spokeo And Standing: Fourth Circuit Applies Spokeo And Reverses Nearly $12 Million FCRA Action Judgment

On May 11, 2017, the U.S. Court of Appeals for the Fourth Circuit issued an opinion in Dreher v. Experian Information Solutions, Inc., reversing and dismissing a nearly $12 million award in a Fair Credit Reporting Act (“FCRA”)…more

Article III, FCRA, Injury-in-Fact, SCOTUS, Spokeo v Robins

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Buy American Legislation in the 115th Congress

On April 18, 2017, President Trump unveiled his Administration’s Buy American and Hire American policy, signing an executive order aimed, in part, at targeting “the abusive use of waivers and exceptions that undermine ‘Buy…more

Buy America, Buy American Act, Domestic Hiring Policy, Executive Orders, Trump Administration

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Proxy Advisory Firms Issue 2017 Voting Guidelines

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) recently issued updated proxy voting guidelines for the upcoming 2017 proxy season. Notable updates were issued by one or both…more

Glass Lewis, IPO, ISS, Overboarding, Proxy Advisors

See all updates »

New Mexico Enacts Data Breach Notification Law

On April 6, 2017, New Mexico became the 48th state to enact a data breach notification law; the Data Breach Notification Act (the “Act”) will go into effect on June 16, 2017. The good news for many in the health care…more

Data Breach, Data Security, HIPAA, Personally Identifiable Information, Popular

See all updates »

Chinese Nuclear Reactor Set for UK Generic Design Assessment

In a statement made to Parliament on 10 January 2017, Minister for the UK’s Department for Business, Energy and Industrial Strategy, Jesse Norman, confirmed that he had requested the UK’s nuclear regulators, the Office for…more

China, IAEA, Nuclear Power, UK

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A Guide to UK Tax on Commercial Real Estate: Non-Residents

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate by…more

Commercial Real Estate Market, Diverted Profits Tax, Foreign Tax, Limited Liability Company (LLC), Limited Partnerships

See all updates »

Global Investigations Review Conference Highlights the Future of Anti-Corruption Enforcement Recapping GIR Live DC

On February 16, 2017, Global Investigations Review (“GIR”) held its second annual GIR Live DC in Washington, D.C. With an emphasis on global anticorruption enforcement, the event featured a variety of experts in complex,…more

Anti-Bribery, Anti-Corruption, Confidential Information, DOJ, FCPA

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CMS Proposes Rule to Update Prospective Payment Rates for Inpatient Rehabilitation Facilities

CMS recently proposed a rule that it estimates would increase payment to inpatient rehabilitation facilities (IRFs) by $80 million during fiscal year (FY) 2018 (discharges occurring between October 1, 2017 and September 30,…more

CMS, Proposed Rules, Prospective Payment System (PPS)

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2017 Financial Industry Regulatory Priorities - OCIE and FINRA Announce Examination Areas of Focus

In early January, both the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) and FINRA announced their examination priorities for 2017. As in previous years, both the SEC and FINRA share many examination…more

Broker-Dealer, Examination Priorities, Financial Services Industry, FINRA, Investment Adviser

See all updates »

Compensation and Benefits Insights – September 2016 #2

Hardly Water Under the Bridge: NLRB, SEC, OSHA Mount Offensive Against Confidentiality Agreements - A recent New York Times story shed light on complaints by an employee of Bridgewater Associates, a $154 billion hedge fund…more

Confidential Information, Deadlines, DOL, ERISA, Health and Welfare Plans

See all updates »

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the…more

Acquisitions, Bad Faith, Board of Directors, Business Judgment Rule, Buyouts

See all updates »

Federal Court Stands By Earlier Decision Holding Financial Institutions To Higher Standard Than Customers When Pursuing Data Breach Claims

On May 1, 2017, an Illinois federal district judge dismissed data breach-related claims brought by financial institutions against a grocer. The court distinguished the case from similar lawsuits aimed at Home Depot and Target…more

Corporate Counsel, Data Breach, Data Security, Financial Institutions, RICO

See all updates »

GOP Repeal and Replace Healthcare Bill Advances After Committee Votes

On March 8, 2017, the two House Committees responsible for healthcare policy related to the Affordable Care Act (ACA) held marathon-like deliberations to mark-up their respective portions of the Republicansponsored health reform…more

Affordable Care Act, Cadillac Tax, Employer Mandates, Health Insurance, Health Savings Accounts

See all updates »

LinkedIn Blocked in Russia: Privacy and Trade Law Aspect

The business networking platform LinkedIn is the first major international player to fall victim to the implementation of Russia’s “data localization” law, with effect from September 1, 2015, which requires all parties…more

Blocked Entities, Cross-Border Transactions, Data Localization Law, GATS, Internet Service Providers (ISPs)

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Implementing A Competitive Natural Gas Market In Mexico - CENAGAS to hold its first open season

Centro Nacional de Control de Gas Natural (CENAGAS) has received authorization from the Comisión Reguladora de Energía (CRE) to conduct its first open season for the assignment of available capacity on a firm basis in the…more

Competitive Bidding, Deadlines, Electricity, Energy Sector, Foreign Investment

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2017 Financial Industry Regulatory Priorities - OCIE and FINRA Announce Examination Areas of Focus

In early January, both the SEC’s Office of Compliance Inspections and Examinations (“OCIE”) and FINRA announced their examination priorities for 2017. As in previous years, both the SEC and FINRA share many examination…more

Broker-Dealer, Examination Priorities, Financial Services Industry, FINRA, Investment Adviser

See all updates »

Texas Supreme Court Removes Procedural Gotcha in Lawsuits Against Engineers, Architects, and Other Licensed Professionals

On April 28, 2017, the Texas Supreme Court held that trial courts have discretion whether to dismiss a lawsuit against a licensed professional with or without prejudice when a plaintiff fails to file an expert affidavit…more

Affidavits, Architects, Engineering, Good Cause, TX Supreme Court

See all updates »

Southern District of New York holds that intercreditor agreement allows for payment of subordinated lender’s post-petition interest prior to repayment of the outstanding principal amount of senior debt

On January 27, 2017, the United States District Court for the Southern District of New York ruled that the subordinated creditor was entitled to payment of post-petition interest prior to repayment of the senior lender’s…more

Bankruptcy Code, Banks, Chapter 7, Credit Agreements, Debt

See all updates »

WannaCry, Adylkuzz, and Cyber Breach: How to Maximize Insurance Coverage in the Event of Cyber Attack

The worldwide hack that surfaced on May 12—known as “WannaCry”—wreaked havoc on hundreds of thousands of computers across the globe and is one of the biggest ransomware hacks the world has ever experienced. The U.K.’s National…more

Cyber Attacks, Cyber Insurance, Cybersecurity, Data Breach, Hackers

See all updates »

Energy Newsletter - October 2016

Negotiating an In-Project Construction Dispute - Many thorny and competing interests are implicated when an ongoing major construction project experiences an unanticipated event that impacts the project schedule or costs,…more

Construction Contracts, Construction Industry, Construction Project, De Novo Standard of Review, Due Process

See all updates »

Briseno v. ConAgra Foods, Inc.: Ninth Circuit Rules That There Need Not Be An Administratively Feasible Way To Identify Class Members In GMO Natural Case

In Briseno v. ConAgra Foods, Inc., an opinion issued on January 3, 2017, the United States Court of Appeals for the Ninth Circuit held that Federal Rule of Civil Procedure 23 does not require plaintiffs challenging the labeling…more

All Natural, Class Action, Federal Rules of Civil Procedure, Food Labeling, GMO

See all updates »

Attorney-Client Privilege and Corporate E-Mail: Navigating the Morass of Personal Communications in Investigations

Experienced practitioners know that the purpose of the attorney-client privilege is to protect the confidentiality of client communications. Thus, as company policies that allow monitoring of emails or provide third party access…more

Attorney-Client Privilege, Confidential Communications, Electronic Communications, Email, Fourth Amendment

See all updates »

LNG In Morocco

Morocco is currently implementing important changes to its energy mix, which may provide interesting opportunities in the LNG sector. This article presents a brief overview of the origin of the national development plan for LNG…more

Electricity, Energy Projects, Energy Sector, Hydropower, Intended Nationally Determined Contributions (INDC)

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Trade & Manufacturing - News of Note - March 2017

President Trump’s Trade-Related Nominees Confirmed - Several nominees selected by President Trump for key positions that will participate in the development of U.S. trade policy during his administration have been confirmed…more

Congressional Nominations, ITC, Manufacturers, Trump Administration, US Trade Policies

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Southern District of New York holds that intercreditor agreement allows for payment of subordinated lender’s post-petition interest prior to repayment of the outstanding principal amount of senior debt

On January 27, 2017, the United States District Court for the Southern District of New York ruled that the subordinated creditor was entitled to payment of post-petition interest prior to repayment of the senior lender’s…more

Bankruptcy Code, Banks, Chapter 7, Credit Agreements, Debt

See all updates »

FDA Defends Its First Amendment Position in “Memorandum”

On January 18, 2017, the Food and Drug Administration (FDA or the Agency) released for public comment a Memorandum, Public Health Interests and First Amendment Considerations Related to Manufacturer Communications Regarding…more

Draft Guidance, FDA, First Amendment, Off-Label Promotion, Pharmaceutical Industry

See all updates »

Task Force Report and NIST Revisions Highlight Need for Increased Private-Sector Cybersecurity Efforts

New technologies enhance the capabilities and efficiency of the energy industry. But these technologies also bring increasing cyber risks to the industry, the economy, and national security. Recognizing that critical energy…more

Cyber Attacks, Cybersecurity, Energy Sector, NIST, Popular

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Compensation and Benefits Insights – September 2016

New Guidance Affects Wellness Program Design - Over the last several months, the Equal Employment Opportunity Commission (“EEOC”) and the Internal Revenue Service (“IRS”) have provided additional guidance regarding the…more

Acquisitions, ADA, Audits, Benefit Plan Sponsors, Compensation & Benefits

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President Trump's Executive Order on Cybersecurity

On May 11, 2017, President Trump signed a long-awaited Executive Order that aims to bolster the cybersecurity of federal networks and critical infrastructure. In an effort to fulfill the President’s promise to get “tough on…more

Critical Infrastructure Sectors, Cybersecurity, Executive Orders, NIST, Risk Management

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

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New York Institutes New Medicaid Drug Price Control Measures

State Budget Includes Medicaid Drug Expenditure Cap - On April 20, 2017, New York Governor Andrew Cuomo signed into law certain cost-control measures that attempt to cap the state’s Medicaid drug spending, making New York the…more

Andrew Cuomo, CMS, Drug Pricing, Generic Drugs, Governor Cuomo

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The Senior Managers Regime – should GCs be worried?

In March this year the PRA and the FCA introduced the Senior Managers Regime (‘SMR’) for individuals associated with banks and PRA regulated investment firms (from 2018 the SMR will apply to all UK authorised firms). The regime…more

Banks, Corporate Counsel, Financial Conduct Authority (FCA), Individual Accountability, Investment Firms

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D.C. Circuit Court Rejects Anthem’s Appeal of Blocked Cigna Merger

On April 28, 2017, the United States Court of Appeals for the District of Columbia Circuit rejected Anthem, Inc.’s (Anthem’s) appeal of the D.C. district court’s order blocking its proposed $54 billion acquisition of Cigna Corp…more

Acquisitions, CIGNA, Mergers

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Investment Treaty Arbitration: How Multinationals Can Structure Their Investments to Obtain Treaty Protection

In a previous article, we explained how a U.S.-based company that had established a subsidiary abroad could benefit from protections against unfair conduct of a foreign State that are found in most bilateral investment treaties…more

Arbitration, Bilateral Investment Treaties, Foreign Subsidiaries, International Arbitration, Multinationals

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A Guide to UK Tax on Commercial Real Estate: Non-Residents

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate by…more

Commercial Real Estate Market, Diverted Profits Tax, Foreign Tax, Limited Liability Company (LLC), Limited Partnerships

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

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CMS Updates the Medicare Program Integrity Manual to Reflect Patient Status Reviews Under the Two Midnight Rule

Although the Two Midnight Rule became effective on October 1, 2013, CMS had not updated manual guidance to incorporate the Two Midnight Rule until recently. The CMS updated the Medicare Benefit Policy Manual earlier this year…more

CMS, Medicare, Two-Midnight Rule

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Tax Reform Considerations for REITs

Various components of the tax reform proposals that have been put forth by the Congress as well as the President could have significant impacts on REITs. In 2016, the Republican leadership and Republicans on the House Committee…more

Corporate Taxes, Interest Rates, Like Kind Exchanges, REIT, Tax Reform

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Status Update On NAFTA

Although the situation remains fluid, all signs now point to renegotiation (as opposed to termination) of the North American Free Trade Agreement (NAFTA or the Agreement). Late last week, press reports indicated that a draft…more

Executive Orders, Free Trade Agreements, NAFTA, Trump Administration

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NHTSA Releases Guidance on Enforcement of Safety-Related Defects in Automated Vehicle Technologies - Agency’s stance raises implications for software manufacturers and suppliers

Last week, the National Highway Traffic Safety Administration (NHTSA) released its final Enforcement Guidance Bulletin on Safety-Related Defects and Automated Safety Technologies. The Guidance makes clear that the agency’s…more

Automation Systems, Enforcement, Final Guidance, Motor Vehicles, NHTSA

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Meyers v. Nicolet Restaurant of De Pere, LLC: Seventh Circuit Rules Mere Failure to Truncate Credit Card Expiration Date Under FACTA Insufficient to Confer Article III Standing.

In Meyers v. Nicolet Restaurant of De Pere, LLC, an opinion issued on December 13, 2016, the United States Court of Appeals for the Seventh Circuit held that a proposed class action suit brought under the Fair and Accurate…more

Article III, Class Action, Debit and Credit Card Transactions, FACTA, Injury-in-Fact

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U.S. District Court Holds that a State University Is Immune from False Claims Act Liability Despite Intervention by United States

On April 11, 2017, the U.S. District Court for the District of Oregon granted Oregon Health and Sciences University’s (OHSU) motion to dismiss a qui tam False Claim Act (FCA) suit, holding that (1) OHSU is an “arm of the state”…more

False Claims Act (FCA), Qui Tam, State Universities

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November and December 2016 Filing and Notice Deadlines for Qualified Retirement and Health and Welfare Plans

Employers and plan sponsors must comply with numerous filing and notice deadlines for their retirement and health and welfare plans. Failure to comply with these deadlines can result in costly penalties. To avoid such…more

Benefit Plan Sponsors, ERISA, Filing Deadlines, Health and Welfare Plans, IRS

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Sapin II Law: The Modernization of France's Fight Against Corruption

After years of facing international criticism for purported “laxity” towards transparency and the fight against bribery and corruption, France has adopted new legislation aiming to rectify this deficiency, which imposes…more

Anti-Corruption, Bribery, Compliance, Criminal Prosecution, France

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Energy Newsletter - April 2017

Navigating Private Equity Fund Limitations for Energy Infrastructure-Focused Investments - Energy infrastructure funds have emerged as a class of funds that offer investors the potential for long-term stable returns, as well…more

Argentina, Bankruptcy Court, Energy Sector, Infrastructure, Keystone XL Pipeline

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Homeland Security Committee Hearing Focuses On “Borderless Battle” Of Cyber Threats

On March 22, 2017, the U.S. House Committee on Homeland Security heard testimony on the current state of the global cyber battleground, how rapid changes in technology and the expanding Internet-of-Things (“IoT”) present new…more

Cyber Attacks, Cyber Threats, Cybersecurity, Data Security, DHS

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SEC Takes Action: Results of Under-Disclosing Executive Perks

The Securities Exchange Commission (SEC) investigation of and the action taken against MDC Partners Inc. (“MDC”) and its former Chief Executive Officer, Miles S. Nadal (“Nadal”), underscore the importance of proper disclosure of…more

Disclosure, Executive Compensation, Penalties, Proxy Season, SEC

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New European Medical Device Regulations Will Become Effective on May 25, 2017

On May 5, 2017 the European Union legislator published Regulation (EU) 2017/745 on medical devices and Regulation (EU) 2017/746 on in vitro diagnostic medical devices - the EU-Medical Devices Regulations (MDRs) in the Official…more

EU, Manufacturers, Medical Devices

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UK Privacy Regulator Addresses Data Protection Under The GDPR

On Monday, March 6, 2017, the UK’s Information Commissioner’s Office (“ICO”) held its annual Data Protection Practitioners’ Conference. During the conference, Information Commissioner Elizabeth Denham, who was appointed to the…more

Data Protection, EU, General Data Protection Regulation (GDPR), ICO, Personal Data

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WannaCry, Adylkuzz, and Cyber Breach: How to Maximize Insurance Coverage in the Event of Cyber Attack

The worldwide hack that surfaced on May 12—known as “WannaCry”—wreaked havoc on hundreds of thousands of computers across the globe and is one of the biggest ransomware hacks the world has ever experienced. The U.K.’s National…more

Cyber Attacks, Cyber Insurance, Cybersecurity, Data Breach, Hackers

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Implementing A Competitive Natural Gas Market In Mexico - CENAGAS to hold its first open season

Centro Nacional de Control de Gas Natural (CENAGAS) has received authorization from the Comisión Reguladora de Energía (CRE) to conduct its first open season for the assignment of available capacity on a firm basis in the…more

Competitive Bidding, Deadlines, Electricity, Energy Sector, Foreign Investment

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United States And Switzerland Reach Data Transfer Agreement

On January 11, 2017, the governments of the United States and Switzerland announced that an agreement had been reached over a Privacy Shield Framework (“Privacy Shield”) that sets out how companies may transfer personal data…more

Data Protection, EU, EU-US Privacy Shield, International Data Transfers, Personal Data

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Second Circuit Reverses District Court’s Marblegate Decision; Narrows Protections Provided to Bondholders Under Section 316(b) of Trust Indenture Act

The Trust Indenture Act of 1939 (the “TIA”) codifies a select set of requirements and prohibitions intended to protect perceived “sacred rights” of holders of public bond instruments. When the U.S. District Court for the…more

Bonds, Creditors, Financial Institutions, Section 316(b), Secured Debt

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Timely Reminders to Avoid Inadvertent Tipping Liability

Just in time for the annual season of work holiday parties and family gatherings, the United States Supreme Court unanimously confirmed that leaking material non-public information to a close relative who then trades in…more

Confidential Information, Illegal Tipping, Insider Trading, Non-Public Information, Personal Benefit

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LNG In Morocco

Morocco is currently implementing important changes to its energy mix, which may provide interesting opportunities in the LNG sector. This article presents a brief overview of the origin of the national development plan for LNG…more

Electricity, Energy Projects, Energy Sector, Hydropower, Intended Nationally Determined Contributions (INDC)

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Supreme Court Confirms Plaintiffs Cannot Manufacture Appellate Jurisdiction Over Class Certification Denials

On June 12, 2017, the Supreme Court issued its decision in Microsoft Corp. v. Baker. Baker resolves a Circuit split concerning whether a plaintiff, after losing a class certification battle, can effectively manufacture appellate…more

Article III, Class Action, Class Certification, Class Representatives, Final Judgment

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Home Court Advantage - Supreme Court Limits Where Patent Lawsuits May be Filed

On May 22, 2017 the U.S. Supreme Court unwound nearly 30 years of patent venue jurisprudence allowing domestic corporations to be sued for patent infringement in any judicial district in which the company does business. In TC…more

Forum Shopping, Patent Infringement, Patent Litigation, Patents, Personal Jurisdiction

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EU-U.S. Privacy Shield: Assessing The New Regime

Businesses have now had four months to get to grips with the new EU-U.S. Privacy Shield for transatlantic data transfers after it came into force in August 2016. As the New Year looms, what are the emerging trends we have seen…more

Data Privacy, Data Protection Authority, EU, EU-US Privacy Shield, European Commission

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ITC Section 337 Update – August 2016

DeLorme Seeks Certiorari Review Of Consent Order Penalty Based On Expired Patent — On July 13, 2016, DBN Holding, Inc. and BDN LLC (“DeLorme”) filed a petition for writ of certiorari to review a judgment of the United States…more

Anti-Dumping Duty, Appeals, Component Parts Doctrine, Consent Order, Countervailing Duties

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A Guide to UK Tax on Commercial Real Estate: Non-Residents

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate by…more

Commercial Real Estate Market, Diverted Profits Tax, Foreign Tax, Limited Liability Company (LLC), Limited Partnerships

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Upcoming Cost Report Filings for FYE 12/31/2016 Subject to More Stringent Rules Prohibiting Payment of Items that Are not Claimed or Protested

The CY 2016 OPPS Final Rule, issued on October 30, 2015, instituted new cost reporting rules prohibiting MACs from paying items that a provider has not claimed or protested on its as-filed cost report. Importantly, these…more

CMS, MACs, OPPS, Reporting Requirements

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FDA Issues Discussion Paper on LDTs

Following its recent announcement that it would not finalize its 2014 draft guidance on laboratory developed tests (“LDTs”), the U.S. Food and Drug Administration (“FDA”) issued a Discussion Paper on Laboratory Developed Tests…more

CLIA, CMS, Draft Guidance, FDA, Laboratory Developed Tests

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DOT Releases Autonomous Vehicles Guidelines - New AV Policy Sets a Course for Safety and Oversight

The highly anticipated Federal Automated Vehicles Policy (AV Policy), released yesterday, provides manufacturers direction on developing safer autonomous cars. In addition, NHTSA has presented a model guide for states on their…more

Automotive Industry, Department of Transportation (DOT), Driverless Cars, Motor Vehicles, NHTSA

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Third Circuit Rules Make-Whole Provisions Enforceable in the Energy Future Bankruptcy

On November 17, the U.S. Court of Appeals for the Third Circuit (the “Court”) made clear its stance on the question of enforceability of make-whole provisions in bankruptcy. Bucking the recent trend seen in cases such as In re…more

Appeals, Bankruptcy Court, Borrowers, Commercial Bankruptcy, Debt

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Meaning of “Commencement of Drilling”: Summary of Vitol E & P Limited v Africa Oil and Gas Corporation [2016] EWHC 1677 (Comm)

Introduction - In a dispute arising in connection with a sale and purchase agreement for an interest under a Production Sharing Contract in the Congo, an English court (the Queen's Bench Division of the High Court of…more

Acquisitions, Africa, Contract Disputes, Deferred Consideration, Democratic Republic of Congo

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Oncology Practice Agrees to Pay $5.3 Million to Settle Copayment Waiver Case

A New York State hematology-oncology medical practice (the Practice), has agreed to pay $5.3 million to resolve allegations that, over an approximate five-year period, it provided kickbacks to patients in the form of waived…more

Co-payments, Healthcare, HHS, Kickbacks, OIG

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SEC Cracks Down on Charitable Contributions under the FCPA - Best Practices In Light of Recent SEC Enforcement

For the first time, the Securities and Exchange Commission has brought an FCPA enforcement action premised entirely on a one-time charitable contribution. On September 20, 2016, the SEC announced a settled FCPA…more

Bribery, Charitable Donations, Charitable Organizations, China, Corruption

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President Trump's Executive Order on Cybersecurity

On May 11, 2017, President Trump signed a long-awaited Executive Order that aims to bolster the cybersecurity of federal networks and critical infrastructure. In an effort to fulfill the President’s promise to get “tough on…more

Critical Infrastructure Sectors, Cybersecurity, Executive Orders, NIST, Risk Management

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Tokyo Dispute Resolution & Crisis Management Newsletter – December 2016

Major FCPA Enforcement Action - Including charges against the CEO and CFO for failing to prevent misconduct - In one of the largest FCPA settlements in history, hedge fund Och-Ziff Capital Management Group LLC…more

CEOs, Democratic Republic of Congo, Enforcement Actions, FCPA, Hedge Funds

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Top Five Issues for the LNG Industry in 2017

As low oil prices dragged on for another year, LNG sellers and developers continued to face hurdles in 2016. Unfortunately but not surprisingly, we witnessed more projects cancelled or put on hold, including LNG Canada and…more

Buyers, Exports, Liquid Natural Gas, Natural Gas, Oil & Gas

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NHTSA Releases Guidance on Enforcement of Safety-Related Defects in Automated Vehicle Technologies - Agency’s stance raises implications for software manufacturers and suppliers

Last week, the National Highway Traffic Safety Administration (NHTSA) released its final Enforcement Guidance Bulletin on Safety-Related Defects and Automated Safety Technologies. The Guidance makes clear that the agency’s…more

Automation Systems, Enforcement, Final Guidance, Motor Vehicles, NHTSA

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FinTech – The CFTC’s Silver Bullet?

On March 15, Acting US Commodity Futures Trading Commission (CFTC) Chairman J. Christopher Giancarlo excited the futures and options markets when he spoke at length about embracing technology as a key to economic growth. …more

CFTC, FinTech, Popular, Technology Sector

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Franchising of Restaurants in the Gulf Cooperation Council

A number of food and beverage groups (particularly restaurant groups) access the Gulf Cooperation Council (GCC) markets through franchising arrangements. With a young and fast-growing population (many of whom spent time studying…more

Franchise Agreements, Franchise Laws, Franchises, Gulf Cooperation Council (GCC), Saudi Arabia

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A Guide to UK Tax on Commercial Real Estate: Non-Residents

1. Introduction - This client alert provides a summary of key UK tax considerations when a nonresident invests into UK commercial real estate. There are a number of holding structures for investment into UK real estate by…more

Commercial Real Estate Market, Diverted Profits Tax, Foreign Tax, Limited Liability Company (LLC), Limited Partnerships

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