Orrick, Herrington & Sutcliffe LLP

International Sovereign Bonds Issuance in Sub-Saharan Africa

The increasing dynamism of the Sub-Saharan African economy coupled with the continent’s large financing needs have led Sub- Saharan African countries to consider alternative sources of external funding to finance their local…more

Africa, Banking Sector, Banks, Bonds, Credit Rating Agencies

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Update on Russia-Ukraine Sanctions: Significant Expansion of Sanctions Presents Additional Compliance Challenges

On July 16, 2014, the United States announced another expansion of sanctions in response to events in southern and eastern Ukraine. The United States for the first time imposed sanctions against major Russian companies and banks…more

EU, Foreign Policy, Russia, Sanctions, Ukraine

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Overview of Central and West Africa

Orrick lawyers Pascal Agboyibor, Bruno Gay and Gabin Gabas authored the first "Overview of Central and West Africa," an outline of the electricity and oil & gas sector legislation in 14 francophone African countries, that has…more

Africa, Economic Development, Energy, Foreign Policy, Infrastructure

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A Midsummer Night’s Dream? Not So Much, For California Employers: Two New Employee-Friendly Bills Are Signed by Governor Brown

Even in the summer months, the California legislature is busy changing the laws that affect the state’s employers. This summer, California’s governor signed into law two bills that should be of interest to all employers—one…more

Attorney's Fees, Employee Rights, Employer Liability Issues, FEHA, Jerry Brown

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CDX Holdings, Inc. v. Fox: Chancery Court’s Decision Is Affirmed, But Dissent Blasts Use of “Hindsight Bias” Analysis

On June 6, 2016, the Supreme Court of Delaware affirmed a decision of the Chancery Court finding that corporate directors and officers involved in a sales transaction breached a contract with option holders to fairly value their…more

Breach of Contract, Business Valuations, Controlling Stockholders, DE Supreme Court, Fair Market Value

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Rejecting "True Lender" Arguments, California District Court Dismisses Claims Against Student Loan Servicers

This past Thursday, September 22, a federal district court in the Central District of California dismissed an action raising usury claims against several student loan servicers, rejecting the plaintiffs' arguments based on the…more

Banking Sector, Interest Rates, Lenders, Motion to Dismiss, Student Loans

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Distressed Download

The Distressed Download Newsletter is a roundup of recent news from Orrick's Distressed Download blog, a resource for the latest news and industry trends in the distressed debt and restructuring markets. European…more

Bankruptcy Code, Bernie Madoff, Chapter 15, Commercial Bankruptcy, Corporate Restructuring

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O’ Really, Canada? Data Breach Log Rules Underway

In June 2015, Canada made significant amendments to its data privacy law, the Personal Information Protection and Electronic Documents Act (PIPEDA).  These amendments to PIPEDA will require businesses to inform the Canadian…more

Canada, Comment Period, Cybersecurity, Data Breach, Personally Identifiable Information

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The Restructuring Mid-Summer Review: Europe and the Emerging Markets

For those focused on the debt restructuring market, the Greek sovereign crisis (covered extensively in our recent updates) has drowned out news of other debt restructuring matters this year. Our Alert below addresses key trends…more

Australia, Banks, China, Debt Market, Distressed Debt

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More DB DC Plan Design Flexibility in Maximizing Benefits for Highly Compensated Employees

Given the subject matter involved, this Alert is very technical and specialized. If your company offers both an active pension plan and a 401(k) or profit sharing plan and performs the general test to satisfy the…more

401k, Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, IRS

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June 29, 2015 Amendments to Article 183 of the Russian Criminal Code: Increased Liability for Disclosure of Trade Secrets in Russia

While Russia has long protected trade secrets through the Federal Law on Information, Information Technologies and Information Protection and the Trade Secret Law, amendments to the Russian Criminal Code on June 29, 2015 now…more

Disclosure Requirements, Fines, Russia, Trade Secrets

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New Trade Secret Legislation in France? Mais oui bien sûr!

If your trade secrets get stolen in France, what protections would you have? Most U.S. trade secret lawyers don’t have occasion to consider trade secret laws outside the United States, but there’s a whole world beyond the…more

Misappropriation, Trade Secrets

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Orrick Technology IPO Insights Newsletter Q4 2015

After two robust years for IPOs, 2015 was a disappointment for tech IPOs. In fact, proceeds raised by IPOs across all industries have been estimated to be in the range of $30 billion, which is a six-year low. More alarming was…more

Board of Directors, Form 10-K, IPO, Nasdaq, Publicly-Traded Companies

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SDNY Prosecutors Score First Post-Newman Insider Trading Conviction

On August 17, 2016, jurors in a New York federal court convicted Sean Stewart on criminal charges of conspiracy, securities fraud, and tender offer fraud after more than five days of deliberation. Stewart, a former investment…more

Confidential Information, Criminal Conspiracy, Criminal Prosecution, Fifth Amendment, Fraud

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Road Map to Europe – Executing Venture Capital Deals Easily in a Complicated Landscape

The number of European startups in search of funding and full of ambition to compete on the global stage has never been greater. U.S.-based venture capital funds are in prime position to take advantage of the opportunity of…more

Capital Structures, EU, Global Dealmaking, Investment Funds, Venture Capital

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Orrick Technology IPO Insights - Q3 2015

For initial public offerings, particularly those of technology companies, the second half of 2015 got off to a slow start and the pace has continued to be sluggish into December. Please see full Publication below for more…more

Dual Track Process, Emerging Growth Companies, Exit Transactions, IPO, Technology Sector

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Distressed Download

Lessons from Sabine - In March, Bankruptcy Judge Shelley Chapman held that Sabine Oil & Gas Corp. satisfied the standards for rejection of several gathering and handling agreements between Sabine and its midstream…more

Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector, Executory Contracts, Fraudulent Transfers

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Les avancées de la loi Macron en matière d'épargne salariale

Enacted on 6 August 2015, France's law for growth, activity and equal economic opportunities, known as the "Macron law", designed to boost the French economy, aims to "establish equal economic opportunities and increase economic…more

Business Development, Economic Development, Job Creation, Macron Law, Qualified Restricted Stock Units (RSUs)

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On a Roll: The SEC Continues to Deliver on its Promise to Seek Admissions of Wrongdoing

The SEC announced last week that it has obtained yet another admission of wrongdoing in connection with an agreement to settle an SEC enforcement action. This time, Peter A. Jenson, the former COO of Harbinger Capital Partners…more

Corporate Counsel, Enforcement, Enforcement Actions, Fraud, Harbinger Capital Partners LLC

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IRS Limits Correction Opportunities under Section 409A Proposed Income Inclusion Regulations and Imposes 20% Penalty

In Chief Counsel Advice 201518013 (May 1, 2015) (the "CCA"), the IRS addresses an executive retention bonus that originally vested after three years and was payable in equal installments on the first two anniversaries of the…more

Bonuses, Employee Retention, Executive Compensation, IRS, Section 409A

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Selected Risk Retention Questions and Answers for CMBS Securitizations

On October 22, 2014, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the Federal Housing…more

Asset-Backed Securities, Bonds, Capital Structures, CMBS, Commercial Real Estate Market

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Aggiornamento Normativo: Le Agenzie Di Rating E Il Regolamento N. 462 Del 2013

Il Regolamento n. 462 del 2013 (il “Regolamento”), pubblicato sulla Gazzetta Ufficiale dell'Unione Europea il 31 maggio, dispone nuove e più stringenti regole per l'attività delle Agenzie di Rating del Credito (le “Agenzie”). La…more

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Seventh Circuit Brands Disclosure-Only Settlement a “Racket” and Endorses Delaware Court of Chancery’s Stricter Standard for Approval of Disclosure-Only Settlements

In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery’s call for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to shareholders. As previously discussed, M&A…more

Acquisitions, Disclosure Settlement, Fiduciary Duty, Investors, Mergers

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The Delaware Plaintiff’s Bar Mines a New Vein of Liability: Limits on Director Compensation

Compensation committees composed of independent outside directors were created as the check-and-balance guardians against management compensation engorgement. But as the Roman philosopher Cicero famously posed, “Who guards the…more

Board of Directors, Business Judgment Rule, Conflicts of Interest, Controlling Stockholders, Corporate Counsel

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FAST Act Includes Enhancements to Capital Raising and Securities Laws

On December 4, 2015, President Obama signed the Fixing America’s Surface Transportation Act (the “FAST Act”) which included a host of provisions related to capital raising and securities law matters. Provisions of particular…more

Blue Sky Laws, Capital Raising, Emerging Growth Companies, Fixing America’s Surface Transportation Act (FAST Act), GAAP

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Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened Derivative Claims

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that extinguished…more

Breach of Duty, Business Judgment Rule, Capital Contributions, Corporate Officers, Derivative Complaint

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FHFA Request for Input on Single-Family Credit Risk Transfer – Certain Salient Matters

In its request for input on single-family credit risk transfer RFI, FHFA expresses a strong preference for large, economically efficient, repeatable transactions, as well as programs that create a level playing field for both…more

Banking Sector, Comment Period, FHFA, Mortgage Loan Originators, Mortgages

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It’s Not Easy Being Green: LeapFrog Execs Dodge Class-Action Over Sales Projections

On August 2, 2016, U.S. District Judge Edward Chen dismissed a shareholder lawsuit brought against children’s educational toymaker LeapFrog Enterprises, Inc. (“LeapFrog”) for failure to adequately plead statements were false or…more

Children's Products, Children's Toys, Corporate Counsel, Dismissals, Earnings Reports

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The Many Pitfalls of Worker Misclassification

Worker classification is an area of major concern for domestic and international employers of all sizes. Our Labor and Employment Group recently alerted you to significant regulatory action by the US Department of Labor relating…more

Affordable Care Act, DOL, Employer Liability Issues, Independent Contractors, Misclassification

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CFTC Announces Proposal to Amend the Definition of “Material Terms”

On September 10, the U.S. Commodity Futures Trading Commission Division announced that it will publish in the Federal Register a proposed amendment to the definition of “material terms” for purposes of swap portfolio…more

Banking Sector, CFTC, Comment Period, Compliance, Federal Register

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More DB DC Plan Design Flexibility in Maximizing Benefits for Highly Compensated Employees

Given the subject matter involved, this Alert is very technical and specialized. If your company offers both an active pension plan and a 401(k) or profit sharing plan and performs the general test to satisfy the…more

401k, Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, IRS

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Patent Box – Ultimi Aggiornamenti Dall’Agenzia Delle Entrate

As known the cd. "Patent Box" allows companies carrying out activities Research & Development to opt, as from the tax in 2015, for a taxation regime facilitated the income generated from the direct exploitation or indirect…more

Corporate Taxes, EU, Inventions, Italy, Patents

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New Appointment Underscores SEC’s Focus on Cybersecurity Threats

On June 2, 2016, the SEC announced the appointment of Christopher Hetner as Senior Advisor to the Chair for Cybersecurity Policy. Hetner, who was formerly the Cybersecurity Lead for the Technology Control Program within the…more

Administrative Appointments, Brokers, Cyber Threats, Cybersecurity, Enforcement Actions

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The Gloves Are Off: Competing Biopics Battle For Hollywood Purse

Hollywood’s heavy-hitters often enter the ring over unauthorized biographies. Elizabeth Taylor famously invoked her rights of publicity and privacy in an attempt to shut down an unofficial docudrama about her life; Clint…more

Breach of Duty, Breach of Implied Contract, Covenant of Good Faith and Fair Dealing, Exclusive Dealing Agreements, Fiduciary Duty

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100% QSBS Exclusion Soon to be Made Permanent

The Protecting Americans From Tax Hikes Act of 2015 (the "PATH Act"), expected to be soon passed by Congress and signed into law by President Obama, permanently extends the 100% exclusion for gain recognized on the sale of…more

C-Corporation, Gain Exclusion, Pending Legislation, Qualified Small Business Stock, Tax Liability

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Helferich Patent Licensing v. New York Times et al.: Federal Circuit Reverses District Court Summary Judgment Ruling Regarding Patent Exhaustion

In Helferich Patent Licensing LLC v. New York Times Co., 2015 U.S. App. LEXIS 2047 (Fed. Cir. Feb. 10, 2015), the Court of Appeals for the Federal Circuit ("CAFC") concluded that the judicially-created doctrine of patent…more

Appeals, New York Times, Patent Exhaustion, Patent Infringement, Patent Litigation

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Sales Tax Revenue Bonds Provide Critically Needed Transportation Funding Source

Funding transportation infrastructure in California is becoming increasingly difficult, as diminished gasoline taxes and other state and federal funding sources continue to be insufficient to provide fully for burgeoning capital…more

Bonds, Funding Options, Infrastructure, Sales Tax, State Funding

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Naming Rights, Sponsorships, Advertising and Other Private Business Use Relating to Texas Public High School Stadiums and Other District Facilities

In addition to building some of the nation's largest high school football stadiums, Texas public school districts are following a national trend – the sale of naming rights to football stadiums and other district facilities…more

Advertising, IRS, Marketing, Name and Likeness, Public Finance

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To Free or Not to Free: The DOL’s New Overtime Regulations May Give Employees the Ability to “Unplug”—But at What Cost?

Today, mobile technology allows many exempt employees to work remotely and perform work outside traditional working hours. Some commentators assert that the smartphone has stretched the traditional 9-to-5 workday into a 24/7…more

DOL, Exempt-Employees, Minimum Salary, Non-Exempt Employees, Over-Time

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Federal Circuit Panel Expands Reach of §271(a) Liability for Divided Infringement

On remand from the U.S. Supreme Court, a unanimous en banc Federal Circuit panel in Akamai Technologies, Inc. v. Limelight Network, Inc., Nos. 2009-1372, -1380, -1416, -1417 (August 13, 2015) this week revised its standard for…more

Akamai Technologies, Covered Business Method Patents, Divided Infringement, En Banc Review, Joint Venture

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Business E-mail Compromise Scam v2.0

In March, we reported on the Business E-mail Compromise (BEC) scam where criminals target employees responsible for wiring company money, and trick them into wiring money under false pretenses to fraudulent accounts controlled…more

Bank Accounts, Business E-Mail Compromise (BEC), Domain Names, Email, FBI

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Quid Pro Quo, Yes Or No? SEC Signs First Individual Deferred Prosecution Agreement

The SEC this year has demonstrated its willingness to incentivize whistleblowers and companies to share information about misconduct and assist with the SEC’s investigations. To that end, the SEC issued its first Deferred…more

Deferred Prosecution Agreements, Enforcement Actions, SEC

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Accidents Happen: Innocent Mistakes By Board May Not Spoil Business Judgment Protection

Recently, the Delaware Court of Chancery in Pfeiffer v. Leedle declined to dismiss a shareholder derivative action against a board for breach of fiduciary duty, where the directors allegedly approved stock options exceeding the…more

Breach of Duty, Business Judgment Rule, Fiduciary Duty, Stock Options, Stocks

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Via Libera Alla Voluntary Disclosure: Gli Aspetti Principali Della Disciplina In Attesa Della Pubblicazione In G.U.

E' in attesa di pubblicazione sulla Gazzetta Ufficiale il testo di legge approvato giovedì 4 dicembre dal Senato in materia di rientro dei capitali dall'estero (c.d. Voluntary Disclosure o Collaborazione Volontaria). Oltre…more

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New York State Corporate Tax Law Reform: The Impact on Companies Providing Digital Products

On March 31, 2014, Governor Cuomo signed into law legislation that provides for an extensive reform of the state's corporate tax regime (the "Act"), most notably for out-of-state corporations providing digital products to New…more

Corporate Taxes, Digital Assets, Franchise Taxes, Popular, State Taxes

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Rejecting "True Lender" Arguments, California District Court Dismisses Claims Against Student Loan Servicers

This past Thursday, September 22, a federal district court in the Central District of California dismissed an action raising usury claims against several student loan servicers, rejecting the plaintiffs' arguments based on the…more

Banking Sector, Interest Rates, Lenders, Motion to Dismiss, Student Loans

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Haven’t You Heard? Trade Secret Theft Can Occur in Unusual Ways

A recent development from the 3D printing world reminds us that threats of trade secret misappropriation are more varied than cyber-espionage or the disgruntled employee taking confidential information to a competitor. With…more

3D Printing, Confidential Information, Corporate Counsel, Misappropriation, Trade Secrets

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“We’re Not Gonna Take It!” Significant Changes to Japan’s Trade Secret Protection Law

After more than a decade of successive incremental statutory and regulatory changes aimed at strengthening trade secret protection of in Japan, Japan really rolled up its sleeves in 2015 and made significant changes to protect…more

Intellectual Property Protection, Japan, Misappropriation, Trade Secrets, Unfair Competition

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First Privacy Shield Guidelines for Companies published by German DPA

On September 12, 2016, the Data Protection Authority of the German Federal State of North Rhine-Westphalia (“DPA NRW”) became one of the first EU data protection authorities to issue guidance on the implementation of the Privacy…more

Article 29 Working Party (WP29), CJEU, Data Protection Authority, EU, EU-US Privacy Shield

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Bad Times for Patent Trolls: What the Government Is Doing to Protect Small Businesses

Patent assertion entities—‘‘PAEs’’ or, if you are in a bad mood, ‘‘patent trolls’’—have been around in one form or another for decades. In the past few years, however, their ranks have grown. According to a U.S. Government…more

GAO, Patent Reform, Patent Trolls, Patents, Small Business

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Bounty-ful Pay Day and Former SEC Whistleblower Chief’s Move To Plaintiff’s Firm May Lead to Whistleblower Claim Increase

Two recent events may spur a rise in the number of high quality whistleblower tips filed with the SEC. First, on August 30, 2016, the SEC announced that it had awarded a $22.4 million bounty to a former Monsanto financial…more

Fraud, Popular, SEC, Whistleblower Awards, Whistleblowers

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Proving “Loss” Under the Economic Espionage Act – Not Always Straightforward

The Obama Administration’s focus on criminal trade secret prosecutions under the Economic Espionage Act (EEA) highlights the legal complexities at the murky intersection between criminal and civil jurisprudence in trade secrets…more

Criminal Liability, Economic Espionage Act, High Frequency Trading, Theft, Trade Secrets

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FTC-Google Consent Decree Provides Important Lessons Regarding Standards-Essential Patents

On January 3, 2013, the Federal Trade Commission (FTC) entered into a Consent Decree with Google Inc. (“Google”) and its wholly owned subsidiary Motorola Mobility LLC (“Motorola”). The decree settles allegations that Google and…more

Competition, FRAND, FTC, Google, Licenses

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Class Action Plaintiffs Continue Attack on Residential Rent Late Fees

Plaintiffs’ lawyers have recently taken aim at REITS and other owners and managers of multi-family property portfolios - filing class action lawsuits seeking damages and to invalidate late fee charges imposed under residential…more

Class Action, Damages, Late Fees, Liquidated Damages, Penalties

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Tax Reform Bill Proposal - Much Ado About Nothing

As widely reported, on February 26, 2014, U.S. House of Representatives Committee on Ways and Means Chairman Dave Camp (R-MI) released the proposed Tax Reform Act of 2014 (the "Camp Proposal"). In exchange for simplification of…more

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Walking The § 2019.210 Tightrope

As a recent ruling from Magistrate Judge Paul S. Grewal in the Northern District of California demonstrates, plaintiffs must walk a tightrope when deciding what to disclose in their Cal. Civ. Proc. Code § 2019.210 statements…more

Computer-Related Inventions, Misappropriation, Patent Infringement, Patent Litigation, Patents

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Six Crucial Points About Iran Sanctions Liberalization

Crucial Points - - The U.S. government has, by and large, left in place its embargo generally forbidding U.S. companies, citizens and residents, and others in the United States to engage in Iran-related activity. -…more

Aircraft Equipment, Embargo, General Licenses, Implementation Day, Iran Sanctions

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2013 Updates to the FEHA California Pregnancy Regulations

Amendments to California’s pregnancy regulations became effective on December 30, 2012, creating many new responsibilities for employers. While employers should take note of all of the amended regulations, some of the most…more

California Family Rights Act (CFRA), Disability, Discrimination, FEHA, Medical Leave

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SEC Granted Reversal, Remand and Jury Trial from the Ninth Circuit

On August 31, 2016, the SEC caught a break when a Ninth Circuit panel reversed Judge Manuel L. Real’s bench trial verdict for defendants, former corporate officers of the now-defunct Basin Water, Inc., finding that the SEC was…more

Bench Trial, Enforcement Actions, Jury Trial, Reversal, SEC

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Federal District Court Finds No Cyber Insurance Coverage For Costly Credit Card Fraud Assessments

In one of the first court decisions to analyze in depth the coverage provided by a cyber policy, a federal judge has found that PF Chang’s policy came up short. Following a 2014 data breach in which hackers accessed and posted…more

Cyber Attacks, Cyber Crimes, Cyber Insurance, Cybersecurity, Data Breach

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Orrick Provides Testimony at EEOC hearing on Promoting Diverse and Inclusive Workplaces in the Tech Sector

On May 18, 2016 the EEOC held a commission meeting to address the topic of promoting diverse and inclusive workplaces in the tech sector. Orrick’s Erin Connell was asked to testify at the meeting and provide examples of the…more

Diversity, EEOC, STEM, Technology Sector

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Derivatives in Review - July 2016

An Overview of Proposed Regulation AT - Orrick attorneys authored an overview of Regulation Automated Trading (known as "Regulation AT") proposed by the Commodity Futures Trading Commission ("CFTC") in the May/June 2016…more

Bitcoin, Blockchain, CFTC, Derivatives, Digital Currency

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Update on Institutional Shareholder Voting Guidelines on Management Say-on-Pay and Incentive Plan Proposals

This Alert is an update to last year's Client Alert on the same topic, which also discussed how to win a proxy fight despite a "no" recommendation from Institutional Shareholder Services ("ISS") and/or Glass Lewis. The leading…more

BlackRock, Executive Compensation, Glass Lewis, ISS, Morgan Stanley

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Trying to Erase the Past: Judge Won’t Vacate Section 101 Ruling After Settlement

Order Denying Motion to Vacate Judgment, Protegrity USA, Inc. v. Netskope, Inc., Case No. 15-cv-02515-YGR (Judge Yvonne Gonzalez Rogers) - When parties settle a case, they usually want to put it all behind them and move on…more

Appeals, Motion to Vacate, Patent Infringement, Patent Invalidity, Patent Litigation

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North Carolina’s “Bathroom Bill” Dealt a Blow as Debate on Transgender Access Continues

On August 26, 2016, a North Carolina federal judge blocked the University of North Carolina (UNC) from enforcing a state law requiring transgender people to use bathrooms and locker rooms corresponding to the sex on their birth…more

Department of Education, Gender Identity, School Restrooms, Students, Title IX

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Distressed Download

Lessons from Sabine - In March, Bankruptcy Judge Shelley Chapman held that Sabine Oil & Gas Corp. satisfied the standards for rejection of several gathering and handling agreements between Sabine and its midstream…more

Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector, Executory Contracts, Fraudulent Transfers

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Supreme Court’s Preclusion Ruling May Mean More District Court Trademark Cases

B&B Hardware, Inc. v. Hargis Industries, Inc., No. 13-352 (U.S. March 24, 2015) - Earlier this week, the United States Supreme Court issued its second substantive trademark ruling of its term, clarifying application of…more

B&B Hardware v Hargis Industries, Issue Preclusion, Likelihood of Confusion, SCOTUS, Trademark Infringement

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Be careful what you wish for – new rules for company takeovers

On 15 September 2014, the Code Committee of the Takeover Panel issued Consultation Paper PCP 2014/2 (the “Consultation”). The Consultation suggested various changes to the Takeover Code (the “Code”) to deal with the treatment of…more

Target Company, UK

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Council of EU Grants Exemptions for Commodity Dealers under CRR

On March 23, 2016, the Council of the EU published an approved final compromise text of a proposed Regulation extending the Capital Requirements Regulation (Regulation 575/2013) (CRR) to extend certain exemptions for commodity…more

Capital Requirements Regulation (CRR), Commodities, Commodity Broker, ECON, EU

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Washington State Poised to Set the Bar for Data Encryption Standards and Breach Notification

On March 4, 2015, Washington State’s House of Representatives passed HB 1078, which would significantly tighten Washington’s current data breach notification requirements, currently codified at RCW 19.255.010. The bill has been…more

Breach Notification Rule, Corporate Counsel, Encryption, Pending Legislation

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The ITC Flexes Its Trade Secrets Muscles Again

The Federal Circuit has once again affirmed the ITC’s broad jurisdiction to investigate and, if necessary, remedy extraterritorial misappropriation of trade secrets. Based on this and other recent decisions, it looks like the…more

ALJ, ITC, Misappropriation, Subject Matter Jurisdiction, Tariff Act of 1930

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Distressed Download - October 2015

Recent EU Insolvency Regulation - The EC Regulations on Insolvency Proceedings (the "EIR") came into force throughout the European Union (the "EU") (except Denmark) on May 31, 2002 with the purpose of setting out the rules…more

Bankruptcy Code, Bernie Madoff, Bonds, COMI, Commercial Bankruptcy

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Regulation AB II – Final Rules

On August 27, 2014, the Securities and Exchange Commission unanimously voted to adopt a package of new and amended rules governing the registration, offering process, disclosure and reporting for SEC registered asset-backed…more

Asset-Backed Securities, Disclosure Requirements, Final Rules, Market Participants, Regulation AB

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Supreme Court Eliminates Jurisdictional Escape Hatch To The Class Action Fairness Act

The U.S. Supreme Court’s decision in Standard Fire Insurance Co. v. Knowles confirms that a plaintiff cannot avoid federal jurisdiction under the Class Action Fairness Act (“CAFA”) by stipulating that the class will seek less…more

Amount in Controversy, CAFA, Class Action, Class Certification, Damages

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Selected Risk Retention Questions and Answers for CMBS Securitizations

On October 22, 2014, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the Federal Housing…more

Asset-Backed Securities, Bonds, Capital Structures, CMBS, Commercial Real Estate Market

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Le nuove Linee Guida di Confindustria per la costruzione dei modelli di organizzazione, gestione e controllo ex D. Lgs. 231/01

Il D. Lgs. 231/01 (“Decreto 231”) ha introdotto nell’ordinamento italiano la responsabilità degli enti conseguente alla commissione di un reato da parte di un soggetto funzionalmente collegato all’impresa. Al fine di…more

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Court Awards $3M Sanction and Adverse Inference for Spoliation in Antitrust Case

On July 6, 2016, Judge Leonard P. Stark, of the federal district court in Delaware, ordered a $3 million punitive monetary sanction, and an adverse inference jury instruction, against antitrust defendant Plantronics after…more

Antitrust Violations, Corporate Counsel, Destruction of Evidence, Document Destruction, Document Preservation Notices

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Distressed Download

Lessons from Sabine - In March, Bankruptcy Judge Shelley Chapman held that Sabine Oil & Gas Corp. satisfied the standards for rejection of several gathering and handling agreements between Sabine and its midstream…more

Commercial Bankruptcy, Covenants that Run With the Land, Energy Sector, Executory Contracts, Fraudulent Transfers

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Equal Pay Day 2016:  Where Are We 20 Years Later?

April 12 2016 marked the twentieth anniversary of “Equal Pay Day,” which the National Committee on Pay Equity launched as a public awareness event in 1996 to symbolize how far into the year women must work to earn what men…more

EEO-1, EEOC, Equal Pay, Equal Pay Act, Executive Orders

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Trade Secrets v. Patents: Considerations in Choosing How to Protect Your IP

Intellectual property owners may seek to protect certain information either by obtaining a patent or by maintaining its secrecy. A patent provides strong, exclusive rights for a fixed period of time, generally twenty years. A…more

Competition, Intellectual Property Protection, Patent Infringement, Patents, Technology

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Ninth Circuit Upholds Landmark FRAND Decision and Jury Verdict

The Ninth Circuit yesterday (July 30, 2015) issued one of the most significant appellate opinions regarding standard essential patents (SEPs) subject to commitments to license on fair, reasonable and non-discriminatory (FRAND,…more

Appeals, Breach of Contract, FRAND, Germany, Injunctions

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SEC Launches Cooperation Initiative to Encourage Municipal Issuers and Underwriters to Self-Report Continuing Disclosure Violations

On March 10, 2014, the Securities and Exchange Commission ("SEC") announced that issuers and underwriters of municipal securities may voluntarily report materially inaccurate statements made in offering documents regarding prior…more

Bonds, Disclosure, Municipal Bonds, Municipalities, SEC

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In a First, Federal Circuit Reverses PTAB Claim Construction in IPR

In only its second substantive decision on an appeal of a final inter partes review (IPR) decision, the Federal Circuit in Microsoft Corp. v. Proxyconn, Inc., signaled its willingness to engage with substantive issues of claim…more

Appeals, Broadest Reasonable Interpretation Standard, Claim Construction, Inter Partes Review Proceedings, Microsoft

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Derivatives in Review - July 2016

An Overview of Proposed Regulation AT - Orrick attorneys authored an overview of Regulation Automated Trading (known as "Regulation AT") proposed by the Commodity Futures Trading Commission ("CFTC") in the May/June 2016…more

Bitcoin, Blockchain, CFTC, Derivatives, Digital Currency

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Patent Box – Ultimi Aggiornamenti Dall’Agenzia Delle Entrate

As known the cd. "Patent Box" allows companies carrying out activities Research & Development to opt, as from the tax in 2015, for a taxation regime facilitated the income generated from the direct exploitation or indirect…more

Corporate Taxes, EU, Inventions, Italy, Patents

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Brexit – What Now For Your Business

So, the UK has voted to leave the EU. Everyone has their own opinion and we’ve all seen the news reports and various viewpoints but what does this result mean for you in practical terms and where do we go from here? Orrick’s…more

EEA, EU, EUMR, Financial Services Industry, General Data Protection Regulation (GDPR)

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Naming Rights, Sponsorships, Advertising and Other Private Business Use Relating to Texas Public High School Stadiums and Other District Facilities

In addition to building some of the nation's largest high school football stadiums, Texas public school districts are following a national trend – the sale of naming rights to football stadiums and other district facilities…more

Advertising, IRS, Marketing, Name and Likeness, Public Finance

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Arbitration in Employment Sea Change?: Ninth Circuit Holds Mandatory Class Action Waivers Unlawful

Can employers still require employees to sign arbitration agreements with class action waivers as a condition of employment? Last week, the Ninth Circuit became the second appellate court to adopt the National Labor Relations…more

Arbitration, Arbitration Agreements, Class Action Arbitration Waivers, Federal Arbitration Act, NLRA

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Federal Law or Another False Alarm? Senate Passes the Defend Trade Secrets Act of 2016 87-0. 

Relief may soon be coming for trade secrets plaintiffs longing for federal court. Last year we covered the introduction of the Defend Trade Secrets Act (DTSA), compared it to the Uniform Trade Secrets Act (UTSA), and questioned…more

Corporate Counsel, Defend Trade Secrets Act (DTSA), Misappropriation, Pending Legislation, Statute of Limitations

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SEC Bounty Hunters Take Heart: SEC Fines Company $265,000 for Using Severance Agreements That Provided a Waiver of any Monetary Recovery for Filing a Tip

Wednesday, the SEC announced that an Atlanta-based company, BlueLinx Holdings, is settling charges that its severance agreements contained provisions that in its view might impede employees from communicating directly with the…more

Civil Monetary Penalty, Confidential Information, Dodd-Frank, Employment Contract, Rule 21F

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Orrick Technology IPO Insights - Q1 2015

Welcome to the Q1 2015 issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present…more

Public Offerings, Registration Statement, SEC, Technology Sector

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AIFMD Countdown to Compliance

The deadline of 22 July 2013 for EU Member States to transpose the Alternative Investment Fund Managers Directive (“AIFMD”) into national law is fast approaching…more

AIFM, AIFMD, Compliance, Deadlines, EU

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ESMA Publishes Technical Advice on MiFID II

The European Securities and Markets Authority (“ESMA“) published final technical advice on December 19 to the European Commission, and a consultation paper on the MiFID II Directive and the Markets in Financial Instruments…more

EU, EU Directive, European Securities and Markets Authority (ESMA), MiFID

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Brexit - What Now For Your Business

So, the UK has voted to leave the EU. Everyone has their own opinion and we've all seen the news reports and various viewpoints but what does this result mean for you in practical terms and where do we go from here? Here's our…more

Acquisition Agreements, Article 50 Treaty of the EU, Corporate Counsel, Cross-Border Transactions, Customs

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Italian State Guarantee For NPL Securitisations: Implementing Decree Is Approved

Decree of the Ministry of Economy and Finance containing implementing provisions (the "Implementing Decree") for State guarantees for securitisations of non-performing loans (Garanzia Statale sulla Cartolarizzazione delle…more

Financial Sector, Italy, Non-Performing Loans (NPL), Securitization, Securitization Vehicles

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SDNY Refuses to Enforce Uber’s Online “Sign-In-Wrap” Terms, Arbitration Provision and Jury Waiver Clause

On July 29, 2016, the Southern District of New York, in Meyer v. Kalanick, refused to enforce mandatory arbitration and jury waiver provisions against a putative class of Uber consumers. In a lengthy and strongly worded…more

Arbitration, Clickwrap Agreements, Consumer Contracts, Contract Terms, Corporate Counsel

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NOVITÀ IN MATERIA DI DIRITTO DEL LAVORO

Il presente alert viene redatto al fine di fornire prime indicazioni relative alle ultime novità in materia di Diritto del Lavoro, con particolare riferimento alla disciplina dei controlli a distanza, delle dimissioni e del…more

Electronic Devices, Employee Benefits, Employee Tracking, Hiring & Firing, Italy

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FinCEN to Financial Institutions: Include Cyber Data in Suspicious Activity Reports (SARs)

As new legislation aimed at facilitating greater cybersecurity information sharing between private industry and government takes effect (i.e., Cybersecurity Information Sharing Act), FinCEN Director Jennifer Shasky Calvery…more

Banking Sector, Cybersecurity, Financial Institutions, FinCEN, Information Sharing

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Court-Sanctioned Employee Theft? Self-Help Discovery May Be Protected Activity In Discrimination Cases

Recently in Verdrager v. Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., No. SJC-11901, 2015 WL 10937776 (Mass. May 31, 2016), the Supreme Judicial Court of Massachusetts held, as a matter of first impression, that self-help…more

Anti-Retaliation Provisions, Corporate Counsel, Gender Discrimination, Protected Activity, Sarbanes-Oxley

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Reforms to OHADA Commercial Law: Towards a More Attractive Legal Framework for Private Equity

The Organisation pour l'Harmonisation en Afrique du Droit des Affaires ("OHADA"), which translates into English as the "Organisation for the Harmonization of Business Law in Africa" is an exclusively business-related legal…more

Africa, Economic Development, International Harmonization, OHADA, Private Equity

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UK Shale: Fracking is Given the Green Light

Recent developments in fracking in the UK - On 23 May 2016, the North Yorkshire County Council voted in favour of an application by Third Energy to extract shale gas from an existing onshore gas well in northeast England…more

Energy Exploration, Energy Sector, Fracking, Offshore Drilling, Oil & Gas

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UK Government Announces Further Shake-up to RO and FIT Regime for Solar PV

Following the closure of the RO regime to new solar ground mounted projects with a capacity of more than 5MW which were commissioned after 31 March 2015, the government has today announced a further shake-up of the subsidy…more

DECC, Feed-in-Tariffs, Grandfathered Status, Investment Funds, Land Owners

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Two Years to Get Ready – GDPR Adopted

After 4 years of negotiation, today the European Parliament adopted the General Data Protection Regulation (“GDPR“). In doing so, it signaled the end of the EU approval process and put businesses on alert that they now have two…more

Data Breach, Data Privacy, Data Security, EU, EU Data Protection Laws

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The SEC Audit Trail – Several Industry Groups See Problems as Currently Proposed

Last week, several securities industry groups filed critical responses to the SEC’s plan for an audit trail. While most groups that commented on the SEC’s proposed regulation supported implementing the proposal, several had…more

Audits, Broker-Dealer, Equity Markets, Financial Markets, Regulatory Oversight

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SEC Adopts Amendments to Form ADV

On August 25, 2016, the Securities and Exchange Commission (SEC) adopted amendments to Form ADV that are designed to provide additional information regarding advisers, including information about their separately managed…more

Form ADV, Investment Adviser, Investment Advisers Act of 1940, SEC, Umbrella Registration

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CFTC Issues No-Action Letter to Swap Dealers to Extend Collateral Rule Deadline due to Limitations with Custodial Accounts

On September 1, 2016, the U.S. Commodity Futures Trading Commission’s (“CFTC”) Division of Swap Dealer and Intermediary Oversight announced that it “issued a time-limited, no-action letter stating that it will not recommend an…more

CFTC, Enforcement Actions, No-Action Letters, Swap Dealers

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International Sovereign Bonds Issuance in Sub-Saharan Africa

The increasing dynamism of the Sub-Saharan African economy coupled with the continent’s large financing needs have led Sub- Saharan African countries to consider alternative sources of external funding to finance their local…more

Africa, Banking Sector, Banks, Bonds, Credit Rating Agencies

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Federal Reserve Board Releases a Proposed Rule to Impose Risk-Based Capital Surcharges on GSIB U.S. Bank Holding Companies

On December 9, the Federal Reserve Board (the “Board”) released a proposed rule (the “Proposed Rule”) to establish risk-based capital surcharges for U.S. bank holding companies identified as “global systemically important…more

Bank Holding Company, Banks, Federal Reserve, Risk-Based Approaches

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Distressed Download - March 2015

What Happens in Delaware Does Not Always Stay in Delaware: Caesars Victorious in Venue Battle - On Wednesday, January 28, the Bankruptcy Court for the District of Delaware transferred venue for the involuntary bankruptcy of…more

Bankruptcy Court, Bankruptcy Preferences, Chapter 11, Chapter 9, Commercial Bankruptcy

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Navigating Non-Competes When a Worldwide Presence Is the New Norm

Businesses that compete globally are once again reminded of the need to avoid overreaching when requiring employees to sign non-compete agreements. Earlier this year, the Court of Appeals for the Eighth Circuit affirmed a…more

Appeals, Corporate Counsel, Cross-Border, Former Employee, Non-Compete Agreements

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HSBC Sues Merrill Lynch and Bank of America for $420 Million Relating to RMBS Deal

On May 24, 2016, HSBC Bank USA, N.A., in its capacity as Trustee of Merrill Lynch Alternative Note Asset Trust, Series 2007-0AR5 (“the Trust”), served a summons with notice on Merrill Lynch Mortgage Lending, Inc. (“Merrill”),…more

Bank of America, HSBC, Merrill Lynch, RMBS

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Distressed Download - July 2015

First Circuit Rules Bankruptcy Code Preempts Puerto Rico's Recovery Act - On Monday, July 6, the Court of Appeals for the First Circuit affirmed the February 6, 2015 order and injunction of the Puerto Rico District Court…more

Attorney's Fees, Bankruptcy Code, Bonds, Capital Controls, Distressed Debt

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SEC Launches Cooperation Initiative to Encourage Municipal Issuers and Underwriters to Self-Report Continuing Disclosure Violations

On March 10, 2014, the Securities and Exchange Commission ("SEC") announced that issuers and underwriters of municipal securities may voluntarily report materially inaccurate statements made in offering documents regarding prior…more

Bonds, Disclosure, Municipal Bonds, Municipalities, SEC

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California Health Care District Financing Techniques

Across the nation, the delivery of health care services is undergoing a period of transformation. Much of this change is being driven by The Affordable Care Act signed into law in 2010. Many hospital facilities in…more

Ad Valorem Tax, Bond Financing, Bonds, Financing, Healthcare

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New York Appellate Court Holds Repurchase Demand Analysis Is Not Protected Work Product

On June 23, 2016, the First Department of the Appellate Division of the Supreme Court of the State of New York decided an appeal in an action brought by Bank of New York Mellon, as RMBS Trustee, against WMC Mortgage and JP…more

Banks, JPMorgan Chase, RMBS, Trustees

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SEC Launches Cooperation Initiative to Encourage Municipal Issuers and Underwriters to Self-Report Continuing Disclosure Violations

On March 10, 2014, the Securities and Exchange Commission ("SEC") announced that issuers and underwriters of municipal securities may voluntarily report materially inaccurate statements made in offering documents regarding prior…more

Bonds, Disclosure, Municipal Bonds, Municipalities, SEC

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OFCCP’s New Sex Discrimination Regulations Bring Few New Requirements But Highlight Need for Contractors to Revisit Policies and Practices

On June 14, 2016, the U.S. Department of Labor’s Office of Federal Contract Compliance Programs (“OFCCP”) unveiled its final sex discrimination guidelines governing covered federal contractors. The OFCCP proposed changes to the…more

Corporate Counsel, DOL, EEOC, Federal Contractors, Gender Identity

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New FASB Tax Withholding Rules Give Companies (Particularly Multinationals) More Flexibility

As part of its Simplification Initiative, the FASB recently adopted Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, which impacts how companies (both public and private)…more

Accounting Standards, Cross-Border, Equity Plans, FASB, Restricted Stocks

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Real estate in Paris - Pre-emption right empowers the city

IMMOBILIER A PARIS: L’arsenal renforcé de la commune pour préempter - Dans un contexte où le mécanisme d’encadrement des loyers des logements instauré par la loi ALUR devrait, selon le communiqué de presse du cabinet de la…more

France, Preemption, Residential Leases

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Too Good to Be True: Fraudulent Self-Promotion Lands “Prodigy” in Hot Water with SEC

In June 2014, the Office of Investor Education and Advocacy at the Securities and Exchange Commission issued an alert cautioning that investment newsletters are often “used to carry out schemes designed to deceive investors.” In…more

False Advertising, False Statements, Investment, Investment Management, Investors

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Florida Supreme Court Holds that STOLI Challenges are Barred by Two-Year Contestability Clause

On September 22, 2016, the Florida Supreme Court issued an eagerly-awaited opinion in Wells Fargo Bank, N.A. v. Pruco Life Insurance Co. The Court held that Florida's two-year contestability statute applies to bar an insurer's…more

Contested Proceedings, Florida, Insurable Interests, Insurance Industry, Insurance Litigation

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The Carrot and the Stick: The SEC’s First Deferred Prosecution Agreement with an Individual in an FCPA Case

In a move that highlights both the increased focus on holding individuals accountable and the credit that can be earned through cooperation, the U.S. Securities and Exchange Commission (“SEC”) announced last week that, for the…more

Bribery, China, Corporate Counsel, Deferred Prosecution Agreements, FCPA

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Overview of Central and West Africa

Orrick lawyers Pascal Agboyibor, Bruno Gay and Gabin Gabas authored the first "Overview of Central and West Africa," an outline of the electricity and oil & gas sector legislation in 14 francophone African countries, that has…more

Africa, Economic Development, Energy, Foreign Policy, Infrastructure

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Policyholder Insider Quarterly

Some Words Are More Equal Than Others: BancInsure vs. FDIC - In George Orwell's "Animal Farm", the governing principle that "all animals are equal" was revised by the pigs, who had ascended into power, to "all animals are…more

Agricultural Land, Business E-Mail Compromise (BEC), CA Supreme Court, Commercial Insurance Policies, Cyber Attacks

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Blast From The Past: A Look Back At Lessons Learned

This week, TSW revisits some cases that taught us valuable lessons in the complex and ever-changing trade secrets arena. As our readers know, trade secrets law keeps evolving due to new case law and the near certainty of a new…more

Confidential Information, Federal Jurisdiction, Intellectual Property Protection, Proprietary Information, Trade Secrets

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Unified Register of Pledges of Movable Property – Follow Up

This is an update of our alert dated 5 December 2012. Since our prior alert, there have been certain legislation changes addressed below. The public unified register of pledges of movable property (the Register) was…more

New Legislation, Russia

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Naming Rights, Sponsorships, Advertising and Other Private Business Use Relating to Texas Public High School Stadiums and Other District Facilities

In addition to building some of the nation's largest high school football stadiums, Texas public school districts are following a national trend – the sale of naming rights to football stadiums and other district facilities…more

Advertising, IRS, Marketing, Name and Likeness, Public Finance

See All Updates »

Overview of Central and West Africa

Orrick lawyers Pascal Agboyibor, Bruno Gay and Gabin Gabas authored the first "Overview of Central and West Africa," an outline of the electricity and oil & gas sector legislation in 14 francophone African countries, that has…more

Africa, Economic Development, Energy, Foreign Policy, Infrastructure

See All Updates »

Validity Of Preliminary Contractual Arrangements

The United Sections of the Italian Supreme Court (Corte di Cassazione a Sezioni Unite) recently issued a remarkable ruling in relation to the validity of Italian law preliminary agreements contemplating the subsequent execution…more

Contract Formation, Italy

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Is it now OK to have the ‘It’s not working…’ conversation in the UK?

July 29, 2013 was a big day for employment law in the UK. Firstly compromise agreements were renamed ‘settlement agreements’…more

Financial Regulatory Reform, Settlement, UK, Whistleblowers

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Can You Keep A Secret? The European Union’s New Directive on Trade Secrets and its Impacts on Whistleblowers

It is no secret that the European Union’s (“EU”) Directive on Trade Secrets was a long time in the making. The Directive was first proposed in November 2013. After roughly two years of debate and revision, the revised Directive…more

Confidential Information, Defend Trade Secrets Act (DTSA), Directive on Trade Secrets, EU, EU Directive

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Italian State Guarantee For NPL Securitisations: Implementing Decree Is Approved

Decree of the Ministry of Economy and Finance containing implementing provisions (the "Implementing Decree") for State guarantees for securitisations of non-performing loans (Garanzia Statale sulla Cartolarizzazione delle…more

Financial Sector, Italy, Non-Performing Loans (NPL), Securitization, Securitization Vehicles

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California Enacts New PAGA Amendments as Part of Governor’s Budget Bill

The Private Attorneys General Act of 2004 (“PAGA”) authorizes aggrieved employees to file lawsuits to recover civil penalties on behalf of themselves, other employees and the state of California for Labor Code violations. In…more

Filing Fees, Labor & Workforce Development Agency (LWDA), Labor Code, PAGA

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The Times They Are A-Changin: National Labor Relations Board Revises The Joint-Employer Test After More Than Thirty Years

After more than 30 years, the National Labor Relations Board (the “Board”) has concluded that it was time to change the standard for determining when companies are to be considered joint employers under the National Labor…more

Amicus Briefs, Browning-Ferris Industries of California Inc., Franchisee, Franchisors, Joint Employers

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Amendment to Federal Criminal Procedural Rule Could Impact Trade Secret Cases

Much attention, including here at Trade Secrets Watch, has been focused in recent weeks on the Defend Trade Secret Act (“DTSA”), which overwhelmingly passed both houses of Congress in April and was signed into law by President…more

Asset Seizure, Cybersecurity, Defend Trade Secrets Act (DTSA), Economic Espionage Act, Electronically Stored Information

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Department of Defense Renewable Energy Program - Exploring the Challenges and Opportunities

Orrick and Clean Energy Pipeline have launched a series of reports dedicated to exploring investment opportunities and challenges in the U.S. renewable energy sector. In this first issue, we analyze the exciting investment…more

Department of Defense (DOD), Energy, Infrastructure, Power Purchase Agreements, Renewable Energy

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New Trademark Clearinghouse an Important Tool for Trademark Owners as New Generic Top-Level Domains Prepare to Launch

Starting on March 26, 2013, there will be an important new tool available to help trademark owners combat unauthorized uses of their trademarks in domain names as more than 1,000 new generic top-level domains (“gTLDs”) prepare…more

Brand, gTLD, Trademark Clearinghouse, Trademarks

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Second Circuit Rules That Judges Can Decertify a Class After a Jury Verdict

The Second Circuit recently held that under Federal Rule of Civil Procedure 23, a district court judge can decertify a class after a jury verdict in favor of the class but before entering judgment, upholding a Southern District…more

Borrowers, Breach of Contract, Class Action, Class Certification, Corporate Counsel

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Cephalon and Teva's $1.2 Billion Consent Order with the FTC: Is it Really a Harbinger of Things to Come?

On June 17, 2015, the U.S. District Court for the Eastern District of Pennsylvania approved a consent order (the “Consent Order”) between the Federal Trade Commission and defendants Cephalon, Inc. and its parent, Teva…more

ANDA, Antitrust Litigation, Cephalon, Consent Order, Corporate Counsel

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The Restructuring Mid-Summer Review: Europe and the Emerging Markets

For those focused on the debt restructuring market, the Greek sovereign crisis (covered extensively in our recent updates) has drowned out news of other debt restructuring matters this year. Our Alert below addresses key trends…more

Australia, Banks, China, Debt Market, Distressed Debt

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Can You Keep A Secret? The European Union’s New Directive on Trade Secrets and its Impacts on Whistleblowers

It is no secret that the European Union’s (“EU”) Directive on Trade Secrets was a long time in the making. The Directive was first proposed in November 2013. After roughly two years of debate and revision, the revised Directive…more

Confidential Information, Defend Trade Secrets Act (DTSA), Directive on Trade Secrets, EU, EU Directive

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Court Awards $3M Sanction and Adverse Inference for Spoliation in Antitrust Case

On July 6, 2016, Judge Leonard P. Stark, of the federal district court in Delaware, ordered a $3 million punitive monetary sanction, and an adverse inference jury instruction, against antitrust defendant Plantronics after…more

Antitrust Violations, Corporate Counsel, Destruction of Evidence, Document Destruction, Document Preservation Notices

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Six Crucial Points About Iran Sanctions Liberalization

Crucial Points - - The U.S. government has, by and large, left in place its embargo generally forbidding U.S. companies, citizens and residents, and others in the United States to engage in Iran-related activity. -…more

Aircraft Equipment, Embargo, General Licenses, Implementation Day, Iran Sanctions

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The New CFTC Regulatory Regime For Private Fund Managers; First Quarter 2013 Update

The enactment of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and its implementation by the Commodity Futures Trading Commission (“CFTC”) has ushered in a new era of…more

CFTC, Commodities Exchange Act, Dodd-Frank, Exempt Organizations, Major Swap Participants

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Can You Keep A Secret? The European Union’s New Directive on Trade Secrets and its Impacts on Whistleblowers

It is no secret that the European Union’s (“EU”) Directive on Trade Secrets was a long time in the making. The Directive was first proposed in November 2013. After roughly two years of debate and revision, the revised Directive…more

Confidential Information, Defend Trade Secrets Act (DTSA), Directive on Trade Secrets, EU, EU Directive

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Equity Trust Notches a Rare Defense Win in SEC Administrative Proceedings

On June 27, 2016, SEC Administrative Law Judge Carol Fox Foelak dismissed the Division of Enforcement’s charges against IRA custodian Equity Trust Company in connection with the company’s processing of investments marketed by…more

Administrative Proceedings, Appointments Clause, Breach of Duty, Corporate Counsel, Enforcement Actions

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German Parliament's IT-Security Act Covers Critical Infrastructure

On June 12, 2015, the German Parliament (Deutscher Bundestag) passed an Act to Improve the Security of Information Technology Systems ("IT-Security Act"). The new legislation requires operators of so-called critical…more

Cybersecurity, Data Protection, DHS, Energy Sector, Executive Orders

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Brexit – What Now For Your Business

So, the UK has voted to leave the EU. Everyone has their own opinion and we’ve all seen the news reports and various viewpoints but what does this result mean for you in practical terms and where do we go from here? Orrick’s…more

EEA, EU, EUMR, Financial Services Industry, General Data Protection Regulation (GDPR)

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ISDA Publishes Updated EMIR Classification Letter

On April 13, the International Swaps and Derivatives Association, Inc. (“ISDA”) published an updated classification letter that enables counterparties to notify each other of their status for clearing and other regulatory…more

Credit Default Swaps, EEA, EMIR, EU, Financial Markets

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Seventh Circuit Brands Disclosure-Only Settlement a “Racket” and Endorses Delaware Court of Chancery’s Stricter Standard for Approval of Disclosure-Only Settlements

In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery’s call for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to shareholders. As previously discussed, M&A…more

Acquisitions, Disclosure Settlement, Fiduciary Duty, Investors, Mergers

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Ruble depreciation held to be sufficient ground for lease amendment

On February 1, 2016, the State Commercial Court for Moscow determined case No. A40-83845/15 involving a complaint filed by public joint stock company Vimpel-Communications ("VimpelCom") against public joint stock company…more

Commercial Leases, Exchange Rates, Rent, Russia, Unjust Enrichment

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SDNY Recognizes Party Using TAR Not Required to Disclose Control Sets to Opposing Party

Magistrate Judge Andrew J. Peck’s recent decision in Rio Tinto PLC v. Vale S.A., S.D.N.Y., No. 14 Civ. 3042 (RMB)(AJP) (March 2, 2015), recognizes disclosure of non-responsive documents is not a per se requirement in cases where…more

Discovery, e-Discovery, Electronically Stored Information, Judge Peck, Technology-Assisted Review

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The Right to Disconnect

The French government has presented before Parliament the “El Khomri” bill which, if passed, should modify a significant part of the employment law framework in France. Among various provisions, the bill mentions the right,…more

France, International Labor Laws, Wage and Hour

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Lehman Court Finds Safe Harbors Protect Damage Calculation Provisions In Swap

Judge James M. Peck issued an important opinion in the Lehman Brothers bankruptcy late last month. The opinion protects a non-debtor counterparty's right to rely on a contractually agreed methodology for damages calculations…more

Commercial Bankruptcy, Debtors, Lehman Brothers, Safe Harbors, Swaps

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Shareholder Derivative Suit Following Data Breach Misses Target

On July 7, 2016, Judge Paul A. Magnuson of the United States District Court for the District of Minnesota granted Defendants’ Motions to Dismiss a shareholder class action that had been initiated following a 2013 holiday season…more

Board of Directors, Class Action, Corporate Counsel, Credit Cards, Data Breach

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Derivatives in Review - April 2016

Novo Banco and CDS – A Post-Mortem - The 2014 ISDA Credit Derivatives Definitions updated the previous set of credit derivatives definitions to, among other things, include a credit event for “Governmental Intervention.” It…more

CFTC, Commodities Exchange Act, Derivatives, Dodd-Frank, Electricity

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SEC Continues to Target Private Equity Firms, Entering Into $52 Million Settlement with Apollo Global Management

On August 23, 2016, the SEC entered into a settlement that reflects a continuation of its recent trend of increasingly active pursuit of private equity firms, particularly for failing to disclose conflicts of interests and other…more

Conflicts of Interest, Disclosure Requirements, Dodd-Frank, Failure To Disclose, Financial Sector

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The Right to Disconnect

The French government has presented before Parliament the “El Khomri” bill which, if passed, should modify a significant part of the employment law framework in France. Among various provisions, the bill mentions the right,…more

France, International Labor Laws, Wage and Hour

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EU-US Privacy Shield may not be up after all

Bad news for companies relying on transatlantic data flows as, once again, the transfer of personal data from Europe to the United States is called into question by the Article 29 Working Party (the “Working Party”), an…more

Article 29 Working Party (WP29), Corporate Counsel, Data Protection, EU, EU-US Privacy Shield

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Practical Tips: Keeping Trade Secrets Safe During Litigation – Texas Supreme Court Edition

Recently, the Texas Supreme Court provided its first opinion interpreting the Texas Uniform Trade Secrets Act in a case involving an issue that often causes discomfort to lawyers on both sides of the “v” in trade secret…more

Breach of Contract, Energy Sector, Misappropriation, Non-Compete Agreements, Oil & Gas

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Will Your Cyber Insurance Respond When You Need It Most?

On May 7, Columbia Casualty Company, an insurance company, filed one of the first lawsuits by an insurer seeking to deny coverage for a privacy class action under a cyber insurance policy. Why is this significant? As the…more

Class Action, Cyber Attacks, Cyber Insurance, Data Privacy, Exclusionary Clauses

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The Right to Disconnect

The French government has presented before Parliament the “El Khomri” bill which, if passed, should modify a significant part of the employment law framework in France. Among various provisions, the bill mentions the right,…more

France, International Labor Laws, Wage and Hour

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Early Returns (Part 1 of 2): 3D Printing Company Sues under New Defend Trade Secrets Act

(Editorial Note: This is our first of a two-part series exploring recent litigation under the newly-enacted Defend Trade Secrets Act.) In late May 2016, Magic Leap, Inc. became a pioneer in trade secrets litigation when…more

3D Printing, Corporate Counsel, Defend Trade Secrets Act (DTSA), Intellectual Property Protection, Misappropriation

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Policyholder Insider Quarterly

October ordinarily brings the return of crisp air, fall foliage and Halloween. This year, for the first time, it also brought National Cybersecurity Awareness Month. Yet designating a month to increase cybersecurity awareness…more

Cyber Insurance, Cybersecurity, Data Breach, Employer Liability Issues, FCPA

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Patent Issues Remain a Priority for the White House

On February 20, 2014, the White House hosted an event "highlight[ing] progress on the [Obama] Administration's patent policy agenda." Orrick intellectual property attorney Wesley Helmholz attended the event at the White House's…more

Obama Administration, Patent Litigation, Patent Reform, Patent Trolls, Patents

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Distressed Download - March 2015

What Happens in Delaware Does Not Always Stay in Delaware: Caesars Victorious in Venue Battle - On Wednesday, January 28, the Bankruptcy Court for the District of Delaware transferred venue for the involuntary bankruptcy of…more

Bankruptcy Court, Bankruptcy Preferences, Chapter 11, Chapter 9, Commercial Bankruptcy

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California Enacts New PAGA Amendments as Part of Governor’s Budget Bill

The Private Attorneys General Act of 2004 (“PAGA”) authorizes aggrieved employees to file lawsuits to recover civil penalties on behalf of themselves, other employees and the state of California for Labor Code violations. In…more

Filing Fees, Labor & Workforce Development Agency (LWDA), Labor Code, PAGA

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The SEC Wins First Jury Trial in a Muni Case: SEC v. City of Miami and Michael Boudreaux

In what the SEC called “the first federal jury trial by the SEC against a municipality or one of its officers for violations of the federal securities laws,” a jury in the U.S. District Court for the Southern District of Florida…more

General Fund, Investors, Miami, Misrepresentation, Municipal Bonds

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CONTINENTAL SHIFT: EU Advances Legal Regime Protecting Trade Secrets

The European Union appears poised to enact a sweeping new legal regime that would harmonize trade secrets law across all member states. It’s been a year since we wrote about a new EU proposal to regulate trade secret…more

EU, Globally Harmonized System, Popular, Trade Secrets

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Seeking Credit for Deferred Commissions? You Might Get Declined

Last week, the California Supreme Court issued its decision in Peabody v. Time Warner Cable, Inc., deciding that employers may not apply commission payments to earlier pay periods for the purposes of establishing that an…more

Employer Liability Issues, Minimum Wage, Sales Commissions, Time Warner, Wage and Hour

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It’s Contagious: Paid Sick Leave and Minimum Wage Hikes Spread to Los Angeles and San Diego

Paid sick leave is on the rise, as we reported here, here, here, and here. As we approach the one-year compliance anniversary for state-mandated paid sick leave, employers now face additional compliance wrinkles in the Los…more

Corporate Counsel, Local Ordinance, Minimum Wage, Paid Leave, Popular

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New York Court Dismisses Claims against EquiFirst and Barclays as Untimely

On July 25, 2016, Justice Marcy Friedman of the New York Supreme Court dismissed a $619 million suit brought by U.S. Bank in its capacity as Trustee of an RMBS trust against the originator of the loans, Equifirst, Barclays’…more

Breach of Contract, FHFA, Mortgage Loan Originators, NY Supreme Court, RMBS

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Distressed Download - March 2015

What Happens in Delaware Does Not Always Stay in Delaware: Caesars Victorious in Venue Battle - On Wednesday, January 28, the Bankruptcy Court for the District of Delaware transferred venue for the involuntary bankruptcy of…more

Bankruptcy Court, Bankruptcy Preferences, Chapter 11, Chapter 9, Commercial Bankruptcy

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Distressed Downloads - June 2015

A Battle in the Making in the Oil and Gas Sector: Second Lien vs. High Yield Debt - In the oil and gas industry, there is a storm brewing between holders of second lien debt and unsecured high yield bonds. These…more

Bank of America v. Caulkett, Banking Sector, Bankruptcy Court, Bonds, Consumer Bankruptcy

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AIFMD Countdown to Compliance

The deadline of 22 July 2013 for EU Member States to transpose the Alternative Investment Fund Managers Directive (“AIFMD”) into national law is fast approaching…more

AIFM, AIFMD, Compliance, Deadlines, EU

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The Restructuring Mid-Summer Review: Europe and the Emerging Markets

For those focused on the debt restructuring market, the Greek sovereign crisis (covered extensively in our recent updates) has drowned out news of other debt restructuring matters this year. Our Alert below addresses key trends…more

Australia, Banks, China, Debt Market, Distressed Debt

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Italian State Guarantee For NPL Securitisations: Implementing Decree Is Approved

Decree of the Ministry of Economy and Finance containing implementing provisions (the "Implementing Decree") for State guarantees for securitisations of non-performing loans (Garanzia Statale sulla Cartolarizzazione delle…more

Financial Sector, Italy, Non-Performing Loans (NPL), Securitization, Securitization Vehicles

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