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
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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

SELF DRIVE Act Moves Unanimously From House Subcommittee To The Full U.S. House Of Representatives

On July 27, 2017, the U.S. House of Representatives Energy and Commerce Committee unanimously approved the Safely Ensuring Lives Future Deployment and Research In Vehicle Evolution Act, or SELF DRIVE Act, on a 54-0 vote. The Act…more

Driverless Cars, FTC, Privacy Policy

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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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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

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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 - September 2017

USTR Initiates 2017 Annual Review Of Generalized System Of Preferences Product And Country Practices – On August 11, 2017, the United States Trade Representative (USTR) published a Federal Register notice (the Notice)…more

Cyber Attacks, Economic Development, Free Trade Agreements, Generalized Scheme of Preferences, Ransomware

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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

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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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Energy Newsletter - August 2017

Practical Issues Under Joint Operating Agreements Relating to Withdrawals, Transfers and Changes in Control - In light of their long term objectives and potential future transactions, parties should consider the implications…more

Africa, Appeals, Canada, Commercial Bankruptcy, Condition Precedent

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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 - May 2017

Taking the Long View - How Appropriate Foresight Supports the Development and Execution of Large-Cap Construction Projects - Introduction - The arduous, start-to-finish process of developing and constructing a…more

Architects, Construction Industry, Energy Sector, Exports, Oil & Gas

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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 »

Energy Newsletter - September 2017

Managing Decommissioning Risks in Asian M&A Transactions - By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900…more

Acquisitions, Asia, Cross-Border, Electricity, Force Majeure Clause

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SDNY District Court Judge Rules Escobar FCA Test Is Mandatory

District courts nationwide have been split on the issue of whether the two-part falsity test set forth in the U.S. Supreme Court’s opinion in Universal Health Services v. Escobar must always be satisfied in federal False Claims…more

False Claims Act (FCA), False Implied Certification Theory, Implied Certification, Medicaid, SCOTUS

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FTC Challenges North Dakota Healthcare Provider Merger

On Thursday, June 22, 2017, the Federal Trade Commission (“FTC”) and the North Dakota Attorney General filed a complaint challenging the merger of North Dakota providers, Sanford Health, Sanford Bismarck (together “Sanford”),…more

FTC, Health Care Providers, Mergers, Physicians, Popular

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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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California’s Surprising New “No Surprise” Health Care Billing Law

As it “rolls out” over time, California’s new “No Surprise” billing law will prohibit certain physicians and other clinicians from billing and collecting more than applicable deductibles and co-paysfrom their patients. Contrary…more

Billing, Health Care Providers, Health Insurance, Healthcare Reform

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Tokyo Dispute Resolution and Crisis Management Newsletter - September 2017

Construction Disputes Update: Risk Allocation and the Availability of NonContractual Claims - The fact pattern is all too common in complex commercial construction cases. Following extensive negotiations, an owner and a…more

Construction Contracts, Construction Disputes, Construction Industry, Crisis Management, Dispute Resolution

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Department of Justice Reverses Course on Class Action Waivers

In the ongoing debate over whether class action waivers in employee arbitration agreements violate the National Labor Relations Act (“NLRA”), the Department of Justice (“DOJ”) has done an about-face–switching stances from…more

Arbitration Agreements, Class Action, Class Action Arbitration Waivers, DOJ, NLRA

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CFPB Issues Final Rule Banning Class Action Waivers in Consumer Finance Contracts

On July 10, 2017, the Consumer Financial Protection Bureau (CFPB) announced a final Rule banning the use of class action waivers in a broad range of consumer finance agreements. The Rule, which was expected in light of prior…more

Arbitration, Arbitration Agreements, CFPB, Class Action, Class Action Arbitration Waivers

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President Trump Blocks Acquisition of US Chipmaker by Chinese- Backed Private Equity Fund Amid CFIUS Concerns

Order sends strong signal that Washington will continue to oppose deals with Chinese acquirers involving technologies with potential military applications. On September 13, 2017, President Trump issued an Executive Order…more

Acquisitions, CFIUS, China, Donald Trump, Executive Orders

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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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Neiman Marcus Settles Data Breach Consumer Class Action For $1.6 Million

On June 21, 2017, the U.S. District Court for the Northern District of Illinois entered an order granting preliminary approval of a $1.6 million class action settlement between Neiman Marcus and a class of its customers whose…more

Class Action, Data Breach, Neiman Marcus, Personally Identifiable Information

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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 Alert - September 2017

Trump Administration Commences China Section 301 Investigation - On August 14, 2017, President Trump issued a Presidential Memorandum instructing United States Trade Representative (USTR) Robert Lighthizer to determine…more

Canada, China, Economic Sanctions, Free Trade Agreements, Mexico

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Should REITs Worry About Section 1031 Repeal?

One of the headline proposals contained in the Republican Party’s “Better Way” blueprint for tax reform was immediate expensing of business investments. Although the Blueprint does not directly address like-kind exchanges,…more

REIT, Section 1031 Exchange, Tax Reform

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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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Trade & Manufacturing Alert - July 2017

Ambassador Lighthizer Visits Congress To Discuss The President’s Trade Policy Agenda - In June, the Senate Finance Committee and Ways and Means Committee of the House of Representatives held hearings on the new…more

Border Adjustment Taxes, Cuba, Economic Sanctions, NAFTA, Russia

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Tokyo Dispute Resolution and Crisis Management Newsletter - August 2017

New York Appeals Court bars overseas enforcement of award - On June 29, 2017, a New York state appellate court unanimously upheld an extraordinary lower court order in a decision that may have significant implications for the…more

Appeals, Arbitration, Arbitration Awards, Cross-Border, Federal Arbitration Act

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U.S. Supreme Court’s ANZ Decision Prohibits Tolling Of The Securities Act Of 1933’s Three -Year Statute Of Repose

The Securities Act of 1933 prevents a securities purchaser from suing over an alleged material misstatement or omission in a registration statement more than three years after the offeringdate. A circuit split developed over…more

CalPERS v ANZ Securities, Class Action, SCOTUS, Securities Act of 1933, Statute of Limitations

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U.S. Supreme Court’s ANZ Decision Prohibits Tolling Of The Securities Act Of 1933’s Three -Year Statute Of Repose

The Securities Act of 1933 prevents a securities purchaser from suing over an alleged material misstatement or omission in a registration statement more than three years after the offeringdate. A circuit split developed over…more

CalPERS v ANZ Securities, Class Action, SCOTUS, Securities Act of 1933, Statute of Limitations

See all updates »

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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(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

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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 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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Energy Newsletter - September 2017

Managing Decommissioning Risks in Asian M&A Transactions - By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900…more

Acquisitions, Asia, Cross-Border, Electricity, Force Majeure Clause

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And So It Begins: The First DFS Transition Period Comes to an End August 28

In September 2016, the New York Department of Financial Services (“DFS”) introduced the first draft of its cybersecurity regulation, which is now in a position to lead a new trend in industry-specific cybersecurity regulation…more

Cybersecurity, Department of Financial Services, Incident Response Plans, Risk Assessment

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President Trump Signs FDA User Fee Reauthorization Bill into Law – A Relief for the Medical Device Industry

On August 18, 2017, in the nick of time, President Trump signed the FDA User Fee Reauthorization Bill of 2017 (FDARA) (H.R. 2430) into law, bringing a sigh of relief from both FDA and Industry. The law reauthorizes the…more

BsUFA, FDA, FDARA, GDUFA, Medical Device User Fee Program (MDUFA IV)

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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

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Vision2030 PPP Update and Publications: Successful Delivery of PPP Projects in Saudi Arabia & the GCC; GCC PPP Legal Report 2017

King & Spalding has prepared two publications to assist clients who are interested in participating in PPP projects in Saudi Arabia and other GCC states with Vision2030 plans. The publications are: “Delivering Infrastructure…more

Gulf Cooperation Council (GCC), Infrastructure, Middle East, Public Private Partnerships (P3s), Saudi Arabia

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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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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

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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

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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

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“Buy American And Hire American” Update - Comments solicited for consideration in report to President Trump

On August 21, 2017, the U.S. Department of Commerce (“Commerce”) and the Office of the United States Trade Representative (“USTR”) published a Federal Register notice requesting comments on the costs and benefits to U.S…more

Buy America, Buy American Act, Comment Period, Executive Orders, Procurement Guidelines

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California Hospitals Successfully Beat Back Medicaid Payment Cut

Almost a decade ago, California submitted a State plan amendment (SPA) to the Centers for Medicare and Medicaid Services (CMS) that would retroactively implement a ten-percent rate reduction in outpatient services provided to…more

CMS, Health Care Providers, Hospitals, Medicaid, Medicare

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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 »

FTC Challenges North Dakota Healthcare Provider Merger

On Thursday, June 22, 2017, the Federal Trade Commission (“FTC”) and the North Dakota Attorney General filed a complaint challenging the merger of North Dakota providers, Sanford Health, Sanford Bismarck (together “Sanford”),…more

FTC, Health Care Providers, Mergers, Physicians, Popular

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 »

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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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

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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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D.C. Circuit Revives Data Breach Putative Class Action On Standing Grounds, Widens Circuit Split

On August 1, 2017, the U.S. Court of Appeals for the D.C. Circuit revived a data breach class action that was dismissed for lack of standing, holding that the district court improperly applied the Article III injury-in-fact…more

Article III, Corporate Counsel, Data Breach, Injury-in-Fact, Personally Identifiable Information

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House Energy And Commerce Committee Hearing Holds Oversight Hearing on the 340B Drug Price Program

On July 18, 2017, the House Energy & Commerce’s Oversight and Investigations Subcommittee held a hearing on “Examining HRSA’s Oversight of the 340B Drug Pricing Program.” The hearing featured a single panel of three federal…more

Drug Pricing, GAO, HRSA, OIG, Pharmaceutical Industry

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Energy Newsletter - September 2017

Managing Decommissioning Risks in Asian M&A Transactions - By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900…more

Acquisitions, Asia, Cross-Border, Electricity, Force Majeure Clause

See all updates »

Stock Indices Take Action to Exclude Multi-Class Share Structures

The S&P Dow Jones and FTSE Russell indices recently took actions designed to exclude companies with multi-class share structures from several of the most prominent market indices. On July 31st, S&P Dow Jones announced that…more

Dow Jones, S&P, Shareholders, Stocks, Voting Shares

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CMS Seeks Recommendations On How To Regulate Individual and Small Group Health Insurance Markets

On June 8, 2017, CMS issued a statement announcing a request for information (RFI) seeking recommendations and input from the public “on how to create a more flexible, streamlined approach to the regulatory structure of the…more

Affordable Care Act, CMS, Health Insurance, HHS, Request For Information

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Energy Newsletter - September 2017

Managing Decommissioning Risks in Asian M&A Transactions - By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900…more

Acquisitions, Asia, Cross-Border, Electricity, Force Majeure Clause

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 »

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 Issues IPPS and LTCH PPS Final Rule for FY 2018

On August 2, 2017, CMS issued the Fiscal Year (FY) 2018 Medicare Hospital Inpatient Prospective Payment System (IPPS) and Long Term Acute Care Hospital (LTCH) Prospective Payment System Final Rule (Final Rule) that updates…more

CMS, DSH, Hospitals, Inpatient Prospective Payment System (IPPS), Long Term Care Facilities

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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

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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

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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

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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

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NAFTA Renegotiations: Status update

The United States, Canada, and Mexico each are moving ahead with preparations for the renegotiation of the North American Free Trade Agreement (“NAFTA”), with the first round of talks to take place in Washington from August…more

Canada, Free Trade Agreements, Mexico, NAFTA, Trade Agreements

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EPA’s Ability To Provide Regulatory Relief To Facilities Facing Hurricane Harvey-Related Environmental Burdens

When businesses are faced with the staggering effects of natural disasters such as Hurricane Harvey, they usually rise to the occasion, doing all they can to remediate those effects and provide needed goods and services. In the…more

EPA, Hurricane Harvey, Natural Disasters, Severe Weather

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U.S. Supreme Court’s ANZ Decision Prohibits Tolling Of The Securities Act Of 1933’s Three -Year Statute Of Repose

The Securities Act of 1933 prevents a securities purchaser from suing over an alleged material misstatement or omission in a registration statement more than three years after the offeringdate. A circuit split developed over…more

CalPERS v ANZ Securities, Class Action, SCOTUS, Securities Act of 1933, Statute of Limitations

See all updates »

The End of an Accrual Period? Replacing LIBOR Benchmark Rate

The U.K. Financial Conduct Authority (the “FCA”) announced on July 27, 2017 that it expects to eliminate the London Interbank Offered Rate (commonly known as “LIBOR”) as a benchmark rate by 2021. No hard deadline has been…more

Accrual Requirements, Benchmarks, Financial Conduct Authority (FCA), Libor, UK

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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

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Stock Indices Take Action to Exclude Multi-Class Share Structures

The S&P Dow Jones and FTSE Russell indices recently took actions designed to exclude companies with multi-class share structures from several of the most prominent market indices. On July 31st, S&P Dow Jones announced that…more

Dow Jones, S&P, Shareholders, Stocks, Voting Shares

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Tokyo Global Transactions Newsletter - June 2017

M&A - the Auction Process - Advantages and Disadvantages and the Key Steps - Introduction - Mergers and acquisitions represent a key growth strategy for many corporations. The M&A landscape is becoming increasingly…more

Acquisitions, Auction, Bilateral Agreements, Due Diligence, Japan

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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

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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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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

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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

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President Trump Signs FDA User Fee Reauthorization Bill into Law – A Relief for the Medical Device Industry

On August 18, 2017, in the nick of time, President Trump signed the FDA User Fee Reauthorization Bill of 2017 (FDARA) (H.R. 2430) into law, bringing a sigh of relief from both FDA and Industry. The law reauthorizes the…more

BsUFA, FDA, FDARA, GDUFA, Medical Device User Fee Program (MDUFA IV)

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Tax Court Holds that IRS Cancellation of Advance Pricing Agreement was Abuse of Discretion

On July 26, 2017, the Tax Court issued its opinion in Eaton Corp. v. Commissioner, holding that the IRS’s cancellation of two advance pricing agreements (“APAs”) reached with Eaton Corporation (“Eaton”) was “arbitrary and…more

Abuse of Discretion, Advance Pricing Agreements, IRS, Tax Court

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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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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

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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

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The UK Shorter Trials Scheme: Tried & Tested - Energy case under new trial regime, intended to trim time and costs, gets Court of Appeal verdict

The Shorter Trials Scheme—a time-sensitive case management process for quicker and less costly access to justice—was introduced in September 2015 for cases in the commercial, technology and construction courts, the chancery…more

Appeals, Corporate Counsel, Energy Sector, Oil & Gas, Popular

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